<PAGE>
As filed with the Securities and Exchange Commission on January 26, 2000
                                              Registration No. 333-________
-----------------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-1

          Registration Statement under The Securities Act of 1933


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

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

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

Marilyn Talman, Esq.                      COPY TO:
Golden American Life Insurance Company    Stephen E. Roth, Esq.
1475 Dunwoody Drive                       Sutherland Asbill & Brennan LLP
West Chester, PA 19380                    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,
check the following box ................................................ [X]

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

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box [ ]
____________________________________________________________________________
Pursuant to Rule 429 under the Securities Act of 1933, a prospectus herein
also relates to Registration Statement Nos. 333-28743, 333-51949, 333-65009
and 333-76945.

<PAGE>
<PAGE>
                      Calculation of Registration Fee
____________________________________________________________________________

<TABLE>
<CAPTION>
                                         Proposed Maximum      Proposed             Amount of
Title of Securities       Amount Being    Offering Price   Maximum Aggregate   Registration
  Being Registered        Registered (1)    Per Unit (1)    Offering Price(1)     Fee(2)
------------------------------------------------------------------------------------------------
<S>                       <C>            <C>               <C>                <C>
Annuity Contracts
Annuity Contracts
(Interests in             N/A            N/A               $2,927,000,000     $772,728
Fixed Account)
</TABLE>
(1) The maximum aggregate offering price is estimated solely for the purpose
    of determining the registration fee.  The amount to be registered and
    the proposed maximum offering price per unit are not applicable since
    these securities are not issued in predetermined amounts or units.
(2) Previously paid. Amounts previously registered in connection with File
    Nos. 333-28743, 333-51949, 333-65009 and 333-76945 were $100,320,000,
    $350,000,000, $1,050,000,000 and $630,000,000 respectively.
-----------------------------------------------------------------------------


<PAGE>
<PAGE>
                               PART I

This Registration Statement contains four separate Profiles and Prospectuses
for the GoldenSelect Premium Plus Contract. This Amendment to the Registration
Statement contains two forms (Form 1 and Form 2 of each of 2 versions
(Version A and Version B) of the Profile and Prospectus.

Version B is a variation of the Profile and Prospectus (Version A).  The
distribution system and the underlying investment options for the Contracts
offered by each version of the Profile and Prospectus is different. Version A
contains twenty-two portfolios of The GCG Trust, two portfolios of the PIMCO
Variable Insurance Trust and one portfolio of the Warburg Pincus Trust. Version
B contains five portfolios of The Galaxy VIP Fund in addition to all portfolios
offered in Version A. Other than these differences, Version A and Version B are
substantially similar.

The Form 2 Profiles and Prospectus contain updated disclosure regarding the
death benefit options being offered effective with this amendment to the
Registration Statement and appropriate state approval. The Form 1 Profiles
and Prospectuses contain disclosure regarding the death benefit options
available under the current contract. Both Forms will be used until all state
aprovals are received. Other than this difference, Form 1 and Form 2 are
substantially similar.

The Profiles and Prospectuses filed herein do not contain all of the
information permitted by Securities and Exchange Commission Regulations.
Therefore, this Registration Statement on Form S-1 for Golden American Life
Insurance Company ("Golden American") incorporates by reference the Statements
of Additional Information for Forms One and Two and Versions A and B, and
Part C (Other Information) contained in the Registration Statement on Form N-4
(Post-Effective Amendment No. 8,  File Nos. 333-28755, 811-5626, filed
contemporaneously with this Amendment to the Registration Statement on
Form S-1, on or about the date hereof) for Golden American Separate Account
B. This information may be obtained free of charge from Golden American Life
Insurance Company by calling Customer Service at 800-366-0066.




<PAGE>
<PAGE>


             SUPPLEMENT FOR FORMS ONE AND TWO OF VERSION A
               PROSPECTUS OF GOLDENSELECT PREMIUM PLUS/R/


<PAGE>
<PAGE>
ING VARIABLE ANNUITIES
GOLDEN AMERICAN LIFE INSURANCE COMPANY

               PROFILE AND PROSPECTUS SUPPLEMENT

                      DATED FEBRUARY 1, 2000.

                Supplement to the Profile and
           Prospectus dated FEBRUARY 1, 2000 for
  DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT
                           issued
          by Golden American Life Insurance Company
       (the "GoldenSelect PREMIUM PLUS Prospectuses")

                         __________

You should keep this supplement with your Profile and Prospectus.

    The following information supplements the GOLDENSELECT PREMIUM PLUS
    Prospectus. Capitalized terms have the meanings described in the
    Prospectus.

    For any Contract whose Owner (older Owner in the case of joint owners)
    or Annuitant (when the Owner is not an individual) at the time of a
    premium payment, was less than age 70 (measured on his or her last
    Contract Anniversary), we will add a Credit of 5% to the premium paid.
    This 5% Credit consists of a 4% contractual guarantee and a 1% credit
    enhancement.  The credit enhancement on future premium payments (but
    not the contractual guarantee) may be reduced or eliminated at our
    option at anytime with 30 days notice.














106537 PREMIUM PLUS                                                 02/01/00


<PAGE>
<PAGE>


             SUPPLEMENT FOR FORMS ONE AND TWO OF VERSION B
               PROSPECTUS OF GOLDENSELECT PREMIUM PLUS/R/


<PAGE>
<PAGE>
ING VARIABLE ANNUITIES
GOLDEN AMERICAN LIFE INSURANCE COMPANY

               PROFILE AND PROSPECTUS SUPPLEMENT

                      DATED FEBRUARY 1, 2000.

                Supplement to the Profile and
           Prospectus dated FEBRUARY 1, 2000 for
  DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT
                           issued
          by Golden American Life Insurance Company
       (the "GoldenSelect PREMIUM PLUS Prospectuses
               featuring The Galaxy VIP Fund")


                         __________

You should keep this supplement with your Profile and Prospectus.

    The following information supplements the GOLDENSELECT PREMIUM PLUS
    Prospectus. Capitalized terms have the meanings described in the
    Prospectus.

    For any Contract whose Owner (older Owner in the case of joint owners)
    or Annuitant (when the Owner is not an individual) at the time of a
    premium payment, was less than age 70 (measured on his or her last
    Contract Anniversary), we will add a Credit of 5% to the premium paid.
    This 5% Credit consists of a 4% contractual guarantee and a 1% credit
    enhancement.  The credit enhancement on future premium payments (but
    not the contractual guarantee) may be reduced or eliminated at our
    option at anytime with 30 days notice.














106540 PREMIUM PLUS GALAXY                                          02/01/00



<PAGE>
<PAGE>
                                FORM ONE
                               VERSION A

<PAGE>
<PAGE>

                      PROFILE AND PROSPECTUS OF
                     GOLDENSELECT PREMIUM PLUS/R/



<PAGE>
<PAGE>
ING VARIABLE ANNUITIES
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY


                               PROFILE OF
                      GOLDENSELECT PREMIUM PLUS/R/
                   FIXED AND VARIABLE ANNUITY CONTRACT
                           FEBRUARY 1, 2000


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


1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and Golden American Life
Insurance Company.  The Contract features a minimum 4% credit to each
premium you pay.  The Contract provides a means for you to invest on a
tax-deferred basis in (i) one or more of 25 mutual fund investment
portfolios through our Separate Account B and/or (ii) in a fixed account
of Golden American with guaranteed interest periods.  The 25 mutual fund
portfolios are listed on page 3 below.  We currently offer guaranteed
interest periods of 6 months, 1, 3, 5, 7 and 10 years in the fixed
account.  We set the interest rates in the fixed account (which will
never be less than 3%) periodically.  We may credit a different interest
rate for each interest period.  The interest you earn in the fixed
account as well as your principal is guaranteed by Golden American as
long as you do not take your money out before the maturity date for the
applicable interest period.  If you withdraw your money from the fixed
account more than 30 days before the applicable maturity date, we will
apply a market value adjustment.  A market value adjustment could
increase or decrease your contract value and/or the amount you take out.
Generally, the investment portfolios are designed to offer a better
return than the fixed account.  However, this is NOT guaranteed.  You may
not make any money, and you can even lose the money you invest.

Subject to state availability, you may elect one of three optional
riders offering specified benefits featured in the prospectus for the Contract.
The three optional benefit riders are listed on page [10] below.  The optional
benefit riders can provide protection in the event that unfavorable investment
performance has lowered your contract value below certain targeted growth.
These riders do not guarantee the performance of your investment portfolios.
Separate charges are assessed for the optional riders.  You should carefully
analyze and completely evaluate each rider before you purchase any.  Be aware
that the benefit provided by any of the riders will be affected by certain
later actions you may take - such as withdrawals and transfers.  The riders
are not available to Contracts issued before January 1, 2000.  To find out
about availability, check with our Customer Service Center.

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

                                                        PREMIUM PLUS PROFILE
                                                        PROSPECTUS BEGINS AFTER
                                                        PAGE [9] OF THIS PROFILE


<PAGE>
<PAGE>

begins on the annuity start date, which is the date you start receiving
regular annuity payments from your Contract.

You determine (1) the amount and frequency of premium payments, (2) 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:

                             ANNUITY OPTIONS

Option 1   Income for a  Payments are made for a specified number of
           fixed period  years to you or your beneficiary.
Option 2   Income for    Payments are made for the rest of your life
           life with a   or longer for a specified period such as 10
           period        or 20 years or until the total amount used to
           certain       buy this option has been repaid. This option
                         comes with an added guarantee that payments
                         will continue to your beneficiary for the
                         remainder of such period if you should die
                         during the period.
Option 3   Joint life    Payments are made for your life and the life
           income        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.   If variable and subject to the
Investment Company Act of 1940, it will comply with the requirements of
such Act.  Once you elect an annuity option and begin to receive payments,
it cannot be changed.


3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or more
($1,500 for a qualified Contract) up to and including age 85.  You may
make additional payments of $500 or more ($250 for a qualified Contract)
at any time before you turn 85 during the accumulation phase.  Under
certain circumstances, we may waive the minimum initial and additional
premium payment requirement.  Any initial or additional premium payment
that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.  Each time you
make a premium payment, we will add a credit of at least 4% of each
premium payment to your contract value.  Within 1 year
after any credit is added, it may be deducted from your contract
value under certain circumstances which are described in the prospectus
for the Contract.  After 1 year, a credit added to your contract value
becomes permanent.

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

The Contract is designed for people seeking long-term tax-deferred
accumulation of assets, generally for retirement or other long-term
purposes.  The tax-deferred feature is more attractive to people in high
federal

                                                        PREMIUM PLUS PROFILE
                                   2

<PAGE>
<PAGE>

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, and the credit we add, into (1) the fixed
account with guaranteed interest periods of 6 months, and 1, 3, 5, 7 and
10 years, and/or (2) into any one or more of the following 25 mutual fund
investment portfolios through our Separate Account B.  The investment
portfolios are described in the prospectuses for the GCG Trust, the PIMCO
Variable Insurance Trust and the Warburg Pincus Trust.  Keep in mind that
while an investment in the fixed account earns a fixed interest rate, an
investment in any investment portfolio, depending on market conditions,
may cause you to make or lose money.  The investment portfolios available
under your Contract are:

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

THE PIMCO TRUST
    PIMCO High Yield Bond Portfolio
    PIMCO StocksPLUS Growth and Income Portfolio

THE WARBURG PINCUS TRUST
    International Equity Portfolio
</TABLE>

5.   EXPENSES
The Contract has insurance features and investment features, and there
are charges related to each.  For the insurance features, the Company
deducts a mortality and expense risk charge, an asset-based
administrative charge and an annual contract administrative charge of
$40.  We deduct the mortality and expense risk charge and the asset-based
administrative charges daily directly from your contract value in the
investment portfolios.  The mortality and expense risk charge (depending
on the death benefit you choose) and the asset-based administrative
charge, on an annual basis, are as follows:

<TABLE>
                                         STANDARD         ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET  7% SOLUTION
    <S>                                   <C>                <C>           <C>
    Mortality & Expense Risk Charge       1.25%              1.40%         1.55%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%
                                          -----              -----         -----
       Total                              1.40%              1.55%         1.70%
</TABLE>

If you choose to purchase one of the optional benefit riders we offer, we
will deduct a separate quarterly charge for the rider on each quarterly
contract anniversary and pro rata when the rider terminates.  We deduct
the rider charges directly from your contract value in the investment
portfolios; if the value in the investment portfolios is insufficient, rider
charges will be deducted from the fixed account.  The rider charges are as
follows:

                                                        PREMIUM PLUS PROFILE
                                  3

<PAGE>
<PAGE>

 OPTIONAL BENEFIT RIDER CHARGES

  Minimum Guaranteed Accumulation Benefit (MGAB) rider
       Waiting Period           Quarterly Charge
       --------------           ----------------
       10 Year..................0.125% of the MGAB Charge Base *(0.50% annually)
       20 Year..................0.125% of the MGAB Charge Base  (0.50% annually)

  Minimum Guaranteed Income Benefit (MGIB) rider
       MGIB Base Rate           Quarterly Charge
       --------------           ----------------
       0% ......................0.05% of the MGIB Base *(0.20% annually)
       3%.......................0.08% of the MGIB Base  (0.32% annually)
       5%.......................0.10% of the MGIB Base  (0.40% annually)
       6%.......................0.15% of the MGIB Base  (0.60% annually)
       7%.......................0.125% of the MGIB Base (0.50% annually)

  Minimum Guaranteed Withdrawal Benefit (MGWB) rider
          Quarterly Charge
          ----------------
          0.125% of the MGWB Eligible Payment Amount* (0.50% annually)

  *See prospectus for a description.

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

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

We deduct a surrender charge if you surrender your Contract or withdraw
an amount exceeding the free withdrawal amount.  The free withdrawal
amount in any year is 10% of your contract value on the date of the
withdrawal less any prior withdrawals during that 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 withdrawn.


  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8   9+
    SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%  0%

                                                        PREMIUM PLUS PROFILE
                                   4

<PAGE>
<PAGE>

 The following table is designed to help you understand the Contract
charges.  The "Total Annual Insurance Charges" column is divided into
two: one part reflects the maximum mortality and expense risk charge,
the asset-based administrative charge, the annual contract administrative
charge as 0.05% (based on an average contract value of $80,000), and the
highest optional rider charge as 0.75% in most cases, assuming the rider
base is equal to the initial premium and the rider base increases by 7%
each year.  (Note, however, for the Liquid Asset and Limited Maturity Bond
portfolios, the rider charge is equal to 0.50% because the base for the
rider accumulates at the assumed net rate, not 7%.)  The second part
reflects the same insurance charges, but without any rider charges.  The
"Total Annual Investment Portfolio Charges" column reflects the portfolio
charges for each portfolio and are based on actual expenses as of December
31, 1998, except for (i) portfolios that commenced operations during 1998
where the charges have been estimated, and (ii) newly formed portfolios
where the charges have been estimated.  The column "Total Annual Charges"
reflects the sum of the previous two columns.  The columns under the heading
"Examples" show you how much you would pay under the Contract for a 1-year
period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples
assume that you invested $1,000 and received a $40 credit 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
7% Solution Enhanced Death Benefit.  For these examples, the premium tax is
assumed to be 0%.

                                                        PREMIUM PLUS PROFILE
                                   5

<PAGE>
<PAGE>

<TABLE>
<CAPTION>                                                                           Examples:
                          Total Annual                 Total Annual       Total Charges at the end of:
                        Insurance Charges                Charges            1 Year           10 Years
                        -----------------             -------------     --------------    --------------
                        w/the     w/o     Total       w/the    w/o      w/the    w/o      w/the    w/o
                        Highest   any     Investment  Highest  any      Highest  any      Highest  any
                        Rider     Rider   Portfolio   Rider    Rider    Rider    Rider    Rider    Rider
Investment Portfolio    Charge    Charge  Charges     Charge   Charge   Charge   Charge   Charge   Charge
--------------------    ------    ------  ----------  ------   ------   ------   ------   ------   ------
<S>                     <C>       <C>     <C>         <C>      <C>      <C>      <C>      <C>      <C>
THE GCG TRUST
Liquid Asset            2.55%     1.75%   0.59%       3.14%    2.34%    $113     $105     $364     $278
Limited Maturity Bond   2.55%     1.75%   0.60%       3.15%    2.35%    $113     $105     $365     $279
Global Fixed Income     2.93%     1.75%   1.60%       4.53%    3.35%    $127     $115     $482     $379
Total Return            2.93%     1.75%   0.97%       3.90%    2.72%    $121     $109     $429     $317
Fully Managed           2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Equity Income           2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Investors               2.93%     1.75%   1.01%       3.94%    2.76%    $121     $109     $432     $321
Large Cap Value         2.93%     1.75%   1.01%       3.94%    2.76%    $121     $109     $432     $321
Rising Dividends        2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Capital Growth          2.93%     1.75%   1.08%       4.01%    2.83%    $122     $110     $438     $328
Growth                  2.93%     1.75%   1.09%       4.02%    2.84%    $122     $110     $439     $329
Value Equity            2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Research                2.93%     1.75%   0.94%       3.87%    2.69%    $120     $108     $426     $314
Managed Global          2.93%     1.75%   1.26%       4.19%    3.01%    $124     $112     $454     $346
All Cap                 2.93%     1.75%   1.01%       3.94%    2.76%    $121     $109     $432     $321
Capital Appreciation    2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Mid-Cap Growth          2.93%     1.75%   0.95%       3.88%    2.70%    $121     $108     $427     $315
Strategic Equity        2.93%     1.75%   0.99%       3.92%    2.74%    $121     $109     $430     $319
Small Cap               2.93%     1.75%   0.99%       3.92%    2.74%    $121     $109     $430     $319
Real Estate             2.93%     1.75%   0.99%       3.92%    2.74%    $121     $109     $430     $319
Hard Assets             2.93%     1.75%   1.00%       3.93%    2.75%    $121     $109     $431     $320
Developing World        2.93%     1.75%   1.83%       4.76%    3.58%    $130     $117     $501     $400

THE PIMCO TRUST
PIMCO High Yield Bond   2.93%     1.75%   0.75%       3.68%    2.50%    $119     $106     $409     $295
PIMCO StocksPLUS
  Growth and Income     2.93%     1.75%   0.65%       3.58%    2.40%    $117     $105     $400     $285

THE WARBURG PINCUS TRUST
International Equity    2.93%     1.75%   1.33%       4.26%    3.08%    $124     $112     $460     $353

</TABLE>

The "Total Annual Investment Portfolio Charges" column above reflects
current expense reimbursements for applicable investment portfolios.  The
1 Year examples above include an 8% surrender charge.  For more detailed
information, see "Fees and Expenses" in the prospectus for the Contract.

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

                                                        PREMIUM PLUS PROFILE
                                   6

<PAGE>
<PAGE>

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

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

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

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase.
You may elect in advance to take systematic withdrawals which are
described on page [11].  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
average annual total return for each portfolio that was in operation for
the entire year of 1998.  These numbers reflect the deduction of the
mortality and expense risk charge (based on the 7% Solution Enhanced
Death Benefit), the asset-based administrative charge, the annual
contract fee and the maximum optional benefit rider charge on a rider
base that accumulates at 7%, but do not reflect deductions for any
surrender charges, if any.  If surrender charges were reflected, they
would have the effect of reducing performance.  Please keep in mind
that past performance is not a guarantee of future results.

                                                        PREMIUM PLUS PROFILE
                                   7

<PAGE>
<PAGE>

                                                        CALENDAR YEAR
     INVESTMENT PORTFOLIO                                   1998
     Managed by A I M  Capital Management, Inc.
       Capital Appreciation(1)                                 %
       Strategic Equity(2)                                     %
     Managed by Alliance Capital Management L.P.
       Capital Growth(2)                                       %
     Managed by Baring International Investment Limited
       Developing World(2)
       Global Fixed Income                                     %
       Hard Assets(2)                                          %
     Managed by Capital Guardian Trust Company
       Large Cap Value
       Managed Global(3)
       Small Cap(3)                                            %
     Managed by Eagle Asset Management, Inc.
       Value Equity                                            %
     Managed by EII Realty Securities, Inc.
       Real Estate                                             %
     Managed by ING Investment Management, LLC
       Limited Maturity Bond                                   %
       Liquid Asset                                            %
     Managed by Janus Capital Corporation
       Growth(2)                                               %
     Managed by Kayne Anderson Investment Management, LLC
       Rising Dividends                                        %
     Managed by Massachusetts Financial Services Company
       Mid-Cap Growth                                          %
       Research                                                %
       Total Return                                            %
     Managed by T. Rowe Price Associates, Inc.
       Equity Income(2)                                        %
       Fully Managed
     Managed by Salomon Brothers Asset Management, Inc.
       All Cap
       Investors
     Managed by Pacific Investment Management Company
       PIMCO High Yield Bond
       PIMCO StocksPlus Growth and Income
     Managed by Credit Suisse Asset Management, LLC
       International Equity                                    %


     _________________
     (1)  Prior to April 1, 1999, a different firm managed the Portfolio.
     (2)  Prior to March 1, 1999, a different firm managed the Portfolio.
     (3)  Prior to February 1, 2000, a different firm managed the Portfolio.

9.   DEATH BENEFIT
You may choose (i) the Standard Death Benefit, (ii) the 7% Solution
Enhanced Death Benefit or (iii) the Annual Ratchet Enhanced Death
Benefit.  The 7% Solution Enhanced Death Benefit is available only if the
contract owner or the annuitant (if the contract owner is not an
individual) is not more than 80 years old at the time of purchase.  The
Annual Ratchet Enhanced Death Benefit is available only if the contract
owner or the annuitant (if the contract owner is not an individual) is
not more than 79 years old at the time of purchase.  The 7% Solution and
Annual Ratchet Enhanced Death Benefits may not be available where a
Contract is held by joint owners.

The death benefit is payable when the first of the following persons die:
the contract owner, joint owner, or annuitant (if a contract owner is not
an individual).  Assuming you are the contract owner, if you die during
the accumulation phase, your beneficiary will receive a death benefit
unless the beneficiary is your

                                                        PREMIUM PLUS PROFILE
                                   8

<PAGE>
<PAGE>

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
written notice and due proof of death, as well as required claim forms,
at our Customer Service Center.  If your beneficiary elects to delay
receipt of the death benefit until a date after the time of your death,
the amount of the benefit payable in the future may be affected.  If you
die after the annuity start date and you are the annuitant, your
beneficiary will receive the death benefit you chose under the annuity
option then in effect.

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

Under the STANDARD DEATH BENEFIT, if you die before the annuity start
date, your beneficiary will receive the greatest of:

     1)   the contract value minus any credits added within 1 year;
     2)   the total premium payments made under the Contract after
          subtracting any withdrawals; or
     3)   the cash surrender value.

Under the 7% SOLUTION ENHANCED DEATH BENEFIT, if you die before the
annuity start date, your beneficiary will receive the greatest of:

     1)   the contract value minus any credits added within 1 year prior
          to death;
     2)   the total premium payments made under the Contract after
          subtracting any withdrawals;
     3)   the cash surrender value; or
     4)   the enhanced death benefit minus any credits added within 1
          year of death, which we determine as follows: we credit
          interest each business day at the 7% annual effective rate to
          the enhanced death benefit from the preceding day (which would
          be the initial premium and the credit added if the preceding
          day is the contract date), then we add additional premiums paid
          and credits added since the preceding day, then we subtract any
          withdrawals (including any market value adjustment applied to
          such withdrawal) since the preceding day, and then we subtract
          any associated surrender charges.  The maximum enhanced death
          benefit is 2 times all premium payments and credits added, less
          an amount to reflect withdrawals.

          Note:  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 7%
               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
               investment in the fixed account will be the lesser of the
               7% annual effective rate or the interest credited to such
               investment during the applicable period.  Thus, selecting
               these investments may limit the enhanced death benefit.

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 minus any credits added within 1 year prior
          to death;
     2)   the total premium payments made under the Contract after
          subtracting any withdrawals;
     3)   the cash surrender value; or the enhanced death benefit minus any
          credits added within 1 year prior to death, which is determined as
          follows: On each contract anniversary that occurs on or before the
          contract owner turns age 80, we compare the prior enhanced death
          benefit

                                                        PREMIUM PLUS PROFILE
                                   9

<PAGE>
<PAGE>

          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 and credit added if the preceding day is
          the contract date), then we add additional premiums paid and
          credits added since the preceding day, and then we subtract any
          withdrawals (including any market value adjustment applied to
          such withdrawal) since the preceding day, and then we subtract
          any associated surrender charges.  That amount becomes the new
          enhanced death benefit.

        Note:  In all cases described above, the amount of the death
               benefit could be reduced by premium taxes owed and
               withdrawals not previously deducted.  The enhanced death
               benefits may not be available in all states.

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

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

  NO PROBATE.  In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate.
See "Federal Tax Considerations - Taxation of Death Benefit Proceeds" in
the prospectus for the Contract.

  OPTIONAL RIDERS.  Subject to state availability, you may purchase one of
three optional benefit riders for an additional charge. You may not add more
than one of these three riders to your Contract.  There are separate charges
for each rider.  Once elected, the riders generally may not be cancelled.
This means once added the rider may not be removed and charges will be
assessed regardless of the performance of your Contract.

  Minimum Guaranteed Accumulation Benefit (MGAB) Rider.  The MGAB is an
optional benefit which offers you the ability to receive a one-time
adjustment to your contract value in the event your contract

                                                        PREMIUM PLUS PROFILE
                                   10

<PAGE>
<PAGE>

value on a specified date is below the MGAB rider guarantee.  When added
at issue, the MGAB rider guarantees that your contract value will at least
equal your initial premium payment plus credits at the end of ten years, or,
at least equal two times your initial premium payment plus credits at the end
of twenty years depending on the waiting period you select, reduced pro rata
for withdrawals and certain transfers. The MGAB rider offers a ten-year option
and a twenty-year option, of which you may purchase only one. Withdrawals and
certain transfers may reduce the guarantee by more than the amount withdrawn or
transferred.  The MGAB rider may offer you protection in the event
of a lower contract value that may result from unfavorable investment
performance of your Contract. There are exceptions, conditions, eligibility
requirements, and important considerations associated with the MGAB
rider.  You should read the prospectus for more complete information.

  Minimum Guaranteed Income Benefit (MGIB) Rider.  The MGIB rider is an
optional benefit which guarantees a minimum amount of income that will be
available to you upon annuitization, regardless of fluctuating market
conditions.  Ordinarily, the amount of income that will be available to
you upon annuitization is based upon your contract value, the annuity
option you selected and the guaranteed or then current income factors
in effect.  If you purchase the MGIB rider, the minimum amount of income
that will be available to you upon annuitization on the MGIB Benefit Date
is the greater of the amounts that are ordinarily available to you under
your Contract and the MGIB annuity benefit, which is based on your MGIB Base,
the MGIB annuity option you selected and the MGIB guaranteed income factors
specified in your rider.  Your MGIB Base generally depends on the amount of
premiums you pay during the first five contract years after you purchase the
rider, the credit(s) applied, when you pay the premiums, accumulated at the
MGIB rate, less adjustments for withdrawals and transfers.  There are
exceptions, conditions, eligibility  requirements, and important considerations
associated with the MGIB rider. You should read the prospectus for more complete
complete information.

  Minimum Guaranteed Withdrawal Benefit (MGWB) Rider. The MGWB rider is an
optional benefit which guarantees that you will receive annual periodic
payments, when added together, equal to all premium payments and credits
paid during the first two contract years, less adjustments for any prior
withdrawals.  If your contract value is reduced to zero, your periodic payments
will be 7% of your Eligible Payment Amount every year.  (Of course, any
applicable income and penalty taxes will apply to amounts withdrawn.) Your
original Eligible Payment Amount is your premium payments and credits received
during the first two contract years.  Withdrawals that you make in  excess of
the above periodic payment amount may substantially reduce the guarantee.
There are exceptions, conditions, eligibility requirements, and important
considerations associated with the MGWB rider.  You should read the prospectus
for more complete information.

  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.  It 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 surrender charge.
Withdrawals from your money in the fixed account under this program are
not subject to a market value adjustment.  Of course, any applicable
income and penalty taxes will apply on amounts withdrawn.

  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.

                                                        PREMIUM PLUS PROFILE
                                   11

<PAGE>
<PAGE>

11.  INQUIRIES
If you need more information after reading this profile and the
prospectus, please contact us at:

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

or your registered representative.

                                                        PREMIUM PLUS PROFILE
                                   12

<PAGE>
<PAGE>

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

                           FEBRUARY 1, 2000
       DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
                      GOLDENSELECT PREMIUM PLUS/R/

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

The Contract provides a means for you to invest your premium payments and
credits in one or more of 25 mutual fund investment portfolios.  You may
also allocate premium payments and credits to our Fixed Account with
guaranteed interest periods.  Your contract value will vary daily to
reflect the investment performance of the investment portfolio(s) you
select and any interest credited to your allocations in the Fixed
Account.  The investment portfolios available under your Contract and the
portfolio managers are:

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

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

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

This prospectus provides information that you should know before
investing and should be kept for future reference. A Statement of
Additional Information, dated February 1, 2000, has been filed with the
Securities and Exchange Commission.  It is available without charge upon
request.  To obtain a copy of this document, write to our Customer
Service Center at P.O. Box 2700, West Chester, Pennsylvania 19380 or call
(800) 366-0066, or access the SEC's website (http://www.sec.gov).  The
table of contents of the Statement of Additional Information ("SAI") is
on the last page of this prospectus and the SAI is made part of this
prospectus by reference.

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

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

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



<PAGE>
<PAGE>

                            TABLE OF CONTENTS
                                                                        PAGE
     Index of Special Terms
     Fees and Expenses
     Performance Information
        Accumulation Unit
        Net Investment Factor
        Condensed Financial Information
        Financial Statements
        Performance Information
     Golden American Life Insurance Company
     The Trusts
     Golden American Separate Account B
     The Investment Portfolios
        Investment Objectives
        Investment Management Fees
     The Fixed Interest Allocation
        Selecting a Guaranteed Interest Period
        Guaranteed Interest Rates
        Transfers from a Fixed Interest Allocation
        Withdrawals from a Fixed Interest Allocation
        Market Value Adjustment
     The Annuity Contract
        Contract Date and Contract Year
        Annuity Start Date
        Contract Owner
        Annuitant
        Beneficiary
        Purchase and Availability of the Contract
        Crediting of Premium Payments
        Additional Credit to Premium
        Contract Value
        Cash Surrender Value
        Surrendering to Receive the Cash Surrender Value
        Addition, Deletion or Substitution of Subaccounts and Other
     Changes
        The Fixed Account
        Optional Riders
          Rider Date
          Special Funds
          No Cancellation
          Termination
          Minimum Guaranteed Accumulation Benefit Rider
          Minimum Guaranteed Income Benefit Rider
          Minimum Guaranteed Withdrawal Benefit Rider
        Other Contracts
        Other Important Provisions
     Withdrawals
        Regular Withdrawals
        Systematic Withdrawals
        IRA Withdrawals
     Transfers Among Your Investments

                                   i

<PAGE>
<PAGE>

        Dollar Cost Averaging
        Automatic Rebalancing
     Death Benefit Choices
        Death Benefit During the Accumulation Phase
          Standard Death Benefit
          Enhanced Death Benefits
        Death Benefit During the Income Phase
     Charges and Fees
        Charge Deduction Subaccount
        Charges Deducted from the Contract Value
          Surrender Charge
          Free Withdrawal Amount
          Surrender Charge for Excess Withdrawals
          Premium Taxes
          Administrative Charge
          Transfer Charge
        Charges Deducted from the Subaccounts
          Mortality and Expense Risk Charge
          Asset-Based Administrative Charge
          Optional Rider Charges
        Trust Expenses
     The Annuity Options
        Annuitization of Your Contract
        Selecting the Annuity Start Date
        Frequency of Annuity Payments
        The Annuity Options
          Income for a Fixed Period
          Income for Life with a Period Certain
          Joint Life Income
          Annuity Plan
        Payment When Named Person Dies
     Other Contract Provisions
        Reports to Contract Owners
        Suspension of Payments
        In Case of Errors in Your Application
        Assigning the Contract as Collateral
        Contract Changes-Applicable Tax Law
        Free Look
        Group or Sponsored Arrangements
        Selling the Contract
     Other Information
        Voting Rights
        Year 2000 Problem
        State Regulation
        Legal Proceedings
        Legal Matters
        Experts
     Federal Tax Considerations
     More Information About Golden American
     Financial Statements of Golden American Life Insurance Company
     Unaudited Financial Statements of Golden American Life Insurance
        Company

                                   ii

<PAGE>
<PAGE>

     Statement of Additional Information
        Table of Contents
     Appendix A
        Condensed Financial Information                        A1
     Appendix B
        Market Value Adjustment Examples                       B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example        C1

                                   iii

<PAGE>
<PAGE>

                         INDEX OF SPECIAL TERMS

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

SPECIAL TERM                            PAGE
Accumulation Unit                        [6]
Annual Ratchet Enhanced Death Benefit   [24]
Annuitant                               [16]
Annuity Start Date                      [15]
Cash Surrender Value                    [19]
Contract Date                           [15]
Contract Owner                          [15]
Contract Value                          [18]
Contract Year                           [15]
Fixed Interest Allocation               [12]
Free Withdrawal Amount                  [26]
Market Value Adjustment                 [14]
Net Investment Factor                    [7]
7% Solution Enhanced Death Benefit      [24]
Standard Death Benefit                  [24]

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

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

                                   1

<PAGE>
<PAGE>

                            FEES AND EXPENSES
CONTRACT OWNER TRANSACTION EXPENSES*
   Surrender Charge:

  COMPLETE YEARS ELAPSED    0    1    2    3    4    5    6    7    8    9+
    SINCE PREMIUM PAYMENT
  SURRENDER CHARGE          8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

   Transfer Charge                                          None**
   * If you invested in a Fixed Interest Allocation, a Market Value
     Adjustment may apply to certain transactions. This may increase or
     decrease your contract value and/or your transfer or surrender
     amount.
   **We may in the future charge $25 per transfer if you make more than
     12 transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE***
   Administrative Charge                                    $40
      (We deduct this charge on each contract anniversary and on surrender.)

    ***We waive this charge if the total of your premium payments is $100,000
    or more or if your contract value at the end of a contract year is
    $100,000 or more.)

SEPARATE ACCOUNT ANNUAL CHARGES****

<TABLE>
                                         STANDARD          ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET  7% SOLUTION
    <S>                                   <C>                <C>           <C>
    Mortality & Expense Risk Charge       1.25%              1.40%         1.55%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%
                                          -----              -----         -----
       Total Separate Account Charges     1.45%              1.55%         1.70%

</TABLE>

   ****As a percentage of average daily assets in each subaccount.  The Separate
     Account Annual Charges are deducted daily.

OPTIONAL RIDER CHARGES*****

  Minimum Guaranteed Accumulation Benefit rider:
       Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year.................0.125% of the MGAB Charge Base(1)(0.50% annually)
       20 Year.................0.125% of the MGAB Charge Base   (0.50% annually)

  Minimum Guaranteed Income Benefit rider:
       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% .....................0.05%  of the MGIB Base(2) (0.20% annually)
       3%......................0.08%  of the MGIB Base    (0.32% annually)
       5%......................0.10%  of the MGIB Base    (0.40% annually)
       6%......................0.15%  of the MGIB Base    (0.60% annually)
       7%......................0.125% of the MGIB Base    (0.50% annually)

                                   2

<PAGE>
<PAGE>

  Minimum Guaranteed Withdrawal Benefit rider:
       Quarterly Charge
       ----------------
       0.125% of the MGWB Eligible Payment Amount(3) (0.50% annually)

 *****We deduct optional rider charges from the subaccounts in which you
  are invested on each quarterly contract anniversary and pro rata on
  termination of the Contract; if the value in the subaccounts is insufficient,
  the optional rider charges will be deducted from the Fixed Interest
  Allocation nearest maturity.

    (1) The MGAB Charge Base is the total of premiums and credits added during
        the 2-year period commencing on the rider date if you purchase the
        rider on the contract date, or, your contract value on the rider date
        plus premiums and credits added during the 2-year period commencing on
        the rider date if you purchase the rider after the contract date,
        reduced pro rata for all withdrawals taken while the MGAB rider is in
        effect, and reduced pro rata for transfers made during the 3-year
        period before the MGAB Benefit Date.

    (2) The MGIB Base generally depends on the amount of premiums you pay
        during the first five contract years after you purchase the rider
        and the credit(s) applied, when you pay the premiums, and less a pro
        rata deduction for any withdrawal or transfer made while the MGIB
        rider is in effect.

    (3) The MGWB Eligible Payment Amount is (i) the total of premiums and credit
        paid during the 2-year period commencing on the rider date if you
        purchase the rider on the contract date; or (ii) your contract value on
        the rider date plus subsequent premiums and credits received during the
        two-year period commencing on the rider date.


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

                                                 OTHER          TOTAL
                                              EXPENSES(2)      EXPENSES
                                 MANAGEMENT  AFTER EXPENSE   AFTER EXPENSE
  PORTFOLIO                       FEES(1)    REIMBURSEMENT  REIMBURSEMENT(3)
  Liquid Asset                     0.59%         0.00%          0.59%
  Limited Maturity Bond            0.60%         0.00%          0.60%
  Global Fixed Income              1.60%         0.00%          1.60%(3)
  Total Return                     0.94%         0.03%          0.97%(3)
  Fully Managed                    0.98%         0.00%          0.98%
  Equity Income                    0.98%         0.00%          0.98%
  Investors                        1.00%         0.01%          1.01%%
  Large Cap Value                  1.00%         0.01%          1.01%
  Rising Dividends                 0.98%         0.00%          0.98%
  Capital Growth                   1.08%         0.00%          1.08%
  Growth                           1.08%         0.01%          1.09%
  Value Equity                     0.98%         0.00%          0.98%
  Research                         0.94%         0.00%          0.94%
  Managed Global                   1.25%         0.01%          1.26%
  All Cap                          1.00%         0.01%          1.01%
  Capital Appreciation             0.98%         0.00%          0.98%
  Mid-Cap Growth                   0.94%         0.01%          0.95%
  Strategic Equity                 0.98%         0.01%          0.99%
  Small Cap                        0.98%         0.01%          0.99%
  Real Estate                      0.98%         0.01%          0.99%
  Hard Assets                      0.98%         0.02%          1.00%
  Developing World                 1.75%         0.08%          1.83%
 _______________________
 (1)     Fees decline as the total assets of one or more portfolios
         increase. See the prospectus for the GCG Trust for more information.
 (2)     Other expenses generally consist of independent trustees fees
         and certain expenses associated with investing in international
         markets.  Other expenses are based on actual expenses for the year
         ended December 31, 1998, except for portfolios that commenced
         operations in 1998 where the charges have been estimated.
 (3)     Total expenses are based on actual expenses for the fiscal year
         ended December 31, 1998.  Directed Services, Inc. is currently
         reimbursing expenses to maintain total expenses at 0.97% for the
         Total Return portfolio and 1.60% for the Global Fixed Income
         portfolio as shown.  Without this reimbursement, and based on current
         estimates, total expenses would be 0.98% for the Total Return
         portfolio and 1.74% for the Global Fixed Income portfolio.  This
         reimbursement agreement will remain in place through August 14, 2000
         after which it may be terminated at any time.

                                   3

<PAGE>
<PAGE>

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

                                               OTHER          TOTAL
                                              EXPENSES       EXPENSES
                               MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE
  PORTFOLIO                       FEES     REIMBURSEMENT  REIMBURSEMENT(1)
   PIMCO High Yield Bond         0.50%        0.25%(2)        0.75%
   PIMCO StocksPLUS Growth
     and Income                  0.40%        0.25%           0.65%
 _______________________
 (1)     PIMCO has agreed to waive some or all of its other expenses,
         subject to potential future reimbursement, to the extent that total
         expenses for the PIMCO High Yield Bond Portfolio and PIMCO StocksPLUS
         Growth and Income portfolio would exceed 0.75% and 0.65%,
         respectively, due to payment by the portfolios of their pro rata
         portion of Trustees' fees.  Without this agreement and, based on
         current estimates, total expenses would be 0.81% for the PIMCO High
         Yield Bond portfolio and 0.72% for the PIMCO StocksPLUS Growth and
         Income portfolio.
 (2)     Since the PIMCO High Yield Bond portfolio commenced operations
         on April 30, 1998, other expenses as shown have been annualized for
         the year ended December 31, 1998.

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

                                ADVISORY       OTHER        TOTAL
   PORTFOLIO                      FEES        EXPENSES   EXPENSES(1)
   International Equity          1.00%         0.33%        1.33%
 _______________________
 (1)     Total expenses are based on actual expenses for the fiscal year
         ended December 31, 1998.

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

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

                                   4

<PAGE>
<PAGE>

EXAMPLES:

The following four examples are designed to show you the expenses you would
pay on a $1,000 investment, plus a credit of $40, that earns 5% annually.
Each example assumes election of the 7% Solution Enhanced Death Benefit.
The examples reflect the deduction of a mortality and expense risk charge, an
asset based administrative charge, and the annual contract administrative
charge as an annual charge of 0.05% of assets (based on an average contract
value of $80,000).  In addition, Examples 1 and 2 assume you elected an
optional benefit rider with the highest charge 0.75% annually, except
for the Liquid Asset and Limited Maturity Bond portfolios, where the charge
is 0.50% annually and  assume the rider charge is assessed each quarter on
a base equal to the hypothetical $1,000 premium increasing at 7% per year
(the assumed net rate for the Liquid Asset and Limited Maturity Bond
portfolios).  The annual charge of 0.75% results from the assumption of a 7%
annual increase in the rider base but only a 5% earnings increase in the
contract value before expenses.  Thus, 0.75% represents an annual charge over
a 10-year period which is equivalent to an increasing charge of 0.125% per
quarter over the same period.  If the Standard Death Benefit or the Annual
Ratchet Enhanced Death Benefit is elected instead of the 7% Enhanced Death
Benefit used in the examples, the actual expenses will be less than those
represented in the examples.  Note that surrender charges may apply if you
choose to  annuitize your Contract within the first 5 contract years, and under
certain circumstances, within the first 9 contract years.  Thus, in the event
you annuitize your Contract under circumstances that require a surrender
charge, you should refer to Examples 1 and 3 below which assume applicable
surrender charges.

EXAMPLE 1
If you surrender your Contract at the end of the applicable time period
and elected an optional benefit rider with the highest charge, you would
pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $113        $182        $243        $364
    Limited Maturity Bond       $113        $182        $244        $365
    Global Fixed Income         $127        $222        $308        $482
    Total Return                $121        $204        $278        $429
    Fully Managed               $121        $204        $279        $430
    Equity Income               $121        $204        $279        $430
    Investors                   $121        $205        $280        $432
    Large Cap Value             $121        $205        $280        $432
    Rising Dividends            $121        $204        $279        $430
    Capital Growth              $122        $207        $284        $438
    Growth                      $122        $207        $284        $439
    Value Equity                $121        $204        $279        $430
    Research                    $120        $203        $277        $426
    Managed Global              $124        $212        $292        $454
    All Cap                     $121        $205        $280        $432
    Capital Appreciation        $121        $204        $279        $430
    Mid-Cap Growth              $121        $203        $277        $427
    Strategic Equity            $121        $204        $279        $430
    Small Cap                   $121        $204        $279        $430
    Real Estate                 $121        $204        $279        $430
    Hard Assets                 $121        $205        $280        $431
    Developing World            $130        $229        $319        $501

    THE PIMCO TRUST
    PIMCO High Yield Bond       $119        $197        $268        $409
    PIMCO StocksPLUS
      Growth and Income         $117        $194        $263        $400

    THE WARBURG PINCUS TRUST
    International Equity        $124        $214        $296        $460


                                   5

<PAGE>
<PAGE>
EXAMPLE 2
If you do not surrender your Contract at the end of the applicable time
period and elected an optional benefit rider with the highest charge, you
would pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $33        $102        $173        $364
    Limited Maturity Bond        $33        $102        $174        $365
    Global Fixed Income          $47        $142        $238        $482
    Total Return                 $41        $124        $208        $429
    Fully Managed                $41        $124        $209        $430
    Equity Income                $41        $124        $209        $430
    Investors                    $41        $125        $210        $432
    Large Cap Value              $41        $125        $210        $432
    Rising Dividends             $41        $124        $209        $430
    Capital Growth               $42        $127        $214        $438
    Growth                       $42        $127        $214        $439
    Value Equity                 $41        $124        $209        $430
    Research                     $40        $123        $207        $426
    Managed Global               $44        $132        $222        $454
    All Cap                      $41        $125        $210        $432
    Capital Appreciation         $41        $124        $209        $430
    Mid-Cap Growth               $41        $123        $207        $427
    Strategic Equity             $41        $124        $209        $430
    Small Cap                    $41        $124        $209        $430
    Real Estate                  $41        $124        $209        $430
    Hard Assets                  $41        $125        $210        $431
    Developing World             $50        $149        $249        $501

    THE PIMCO TRUST
    PIMCO High Yield Bond        $39        $117        $198        $409
    PIMCO StocksPLUS
      Growth and Income          $37        $114        $193        $400

    THE WARBURG PINCUS TRUST
    International Equity         $44        $134        $226        $460



                                   6

<PAGE>
<PAGE>

EXAMPLE 3
If you surrender your Contract at the end of the applicable time period
and did not elect any optional benefit rider, you would pay the following
expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $105        $156        $200        $278
    Limited Maturity Bond       $105        $156        $201        $279
    Global Fixed Income         $115        $187        $252        $379
    Total Return                $109        $168        $220        $317
    Fully Managed               $109        $168        $220        $318
    Equity Income               $109        $168        $220        $318
    Investors                   $109        $169        $222        $321
    Large Cap Value             $109        $169        $222        $321
    Rising Dividends            $109        $168        $220        $318
    Capital Growth              $110        $171        $225        $328
    Growth                      $110        $172        $226        $329
    Value Equity                $109        $168        $220        $318
    Research                    $108        $167        $218        $314
    Managed Global              $112        $177        $234        $346
    All Cap                     $109        $169        $222        $321
    Capital Appreciation        $109        $168        $220        $318
    Mid-Cap Growth              $108        $167        $219        $315
    Strategic Equity            $109        $168        $221        $319
    Small Cap                   $109        $168        $221        $319
    Real Estate                 $109        $168        $221        $319
    Hard Assets                 $109        $169        $221        $320
    Developing World            $117        $194        $263        $400

    THE PIMCO TRUST
    PIMCO High Yield Bond       $106        $161        $208        $295
    PIMCO StocksPLUS
      Growth and Income         $105        $158        $203        $285

    THE WARBURG PINCUS TRUST
    International Equity        $112        $179        $238        $353


                                   7

<PAGE>
<PAGE>

EXAMPLE 4
If you do not surrender your Contract at the end of the applicable time
period and did not elect any optional benefit rider, you would pay the
following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $25         $76        $130        $278
    Limited Maturity Bond        $25         $76        $131        $279
    Global Fixed Income          $35        $107        $182        $379
    Total Return                 $29         $88        $150        $317
    Fully Managed                $29         $88        $150        $318
    Equity Income                $29         $88        $150        $318
    Investors                    $29         $89        $152        $321
    Large Cap Value              $29         $89        $152        $321
    Rising Dividends             $29         $88        $150        $318
    Capital Growth               $30         $91        $155        $328
    Growth                       $30         $92        $156        $329
    Value Equity                 $29         $88        $150        $318
    Research                     $28         $87        $148        $314
    Managed Global               $32         $97        $164        $346
    All Cap                      $29         $89        $152        $321
    Capital Appreciation         $29         $88        $150        $318
    Mid-Cap Growth               $28         $87        $149        $315
    Strategic Equity             $29         $88        $151        $319
    Small Cap                    $29         $88        $151        $319
    Real Estate                  $29         $88        $151        $319
    Hard Assets                  $29         $89        $151        $320
    Developing World             $37         $114       $193        $400

    THE PIMCO TRUST
    PIMCO High Yield Bond        $26         $81        $138        $295
    PIMCO StocksPLUS
      Growth and Income          $25         $78        $133        $285

    THE WARBURG PINCUS TRUST
    International Equity         $32         $99        $168        $353


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

                                   8

<PAGE>
<PAGE>

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

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

     (1)  We take the net asset value of the subaccount at the end of
          each business day.
     (2)  We add to (1) the amount of any dividend or capital gains
          distribution declared for the subaccount and reinvested in such
          subaccount.  We subtract from that amount a charge for our
          taxes, if any.
     (3)  We divide (2) by the net asset value of the subaccount at the
          end of the preceding business day.
     (4)  We then subtract the applicable daily mortality and expense
          risk charge and the daily asset-based administrative charge
          from the subaccount.

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

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

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the years
ended December 31, 1998 and 1997 are included in the Statement of
Additional Information. The audited consolidated financial statements of
Golden American for the years ended December 31, 1998, 1997 and 1996 and
the unaudited condensed consolidated financial statements of Golden
American for the nine months ended September 30, 1999 are included in
this prospectus.

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

Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period.  Information on
standard total average annual return performance will include average
annual rates of total return for 1, 5 and 10 year periods, or lesser
periods depending on how long Separate Account B has been investing
in the portfolio.  We may show other total returns for periods less
than one year.  Total return figures will be based on the actual
historic performance of the subaccounts of Separate Account B,
assuming an investment at the beginning of the

                                   9

<PAGE>
<PAGE>

period when the separate account first invested in the portfolios,
withdrawal of the investment at the end of the period, adjusted to
reflect the deduction of all applicable portfolio and current contract
charges.  We may also show rates of total return on amounts invested
at the beginning of the period with no withdrawal at the end of the
period.  Total return figures which assume no withdrawals at the end
of the period will reflect all recurring charges, but will not reflect
the surrender charge.  Quotations of average annual return for the
Managed Global subaccount take into account the period before September
3, 1996, during which it was maintained as a subaccount of Golden
American Separate Account D.  In addition, we may present historic
performance data for the investment portfolios since their inception
reduced by some or all of the fees and charges under the Contract.  Such
adjusted historic performance includes data that precedes the inception
dates of the subaccounts of Separate Account B.  This data is designed to
show the performance that would have resulted if the Contract had been in
existence before the separate account began investing in the portfolios.

Current yield for the Liquid Asset subaccount is based on income received
by a hypothetical investment over a given 7-day period, less expenses
accrued, and then "annualized" (i.e., assuming that the 7-day yield would
be received for 52 weeks). We calculate "effective yield" for the Liquid
Asset subaccount in a manner similar to that used to calculate yield, but
when annualized, the income earned by the investment is assumed to be
reinvested.  The "effective yield" will thus be slightly higher than the
"yield" because of the compounding effect of earnings.  We calculate
quotations of yield for the remaining subaccounts on all investment
income per accumulation unit earned during a given 30-day period, after
subtracting fees and expenses accrued during the period, assuming no
surrender and the selection of the 7% Enhanced Death Benefit and the
MGIB optional benefit rider.

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

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


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

                                   10

<PAGE>
<PAGE>

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

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


                               THE TRUSTS

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

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

The Warburg Pincus Trust is also a mutual fund whose shares are available
to separate accounts of life insurance companies, including Golden
American and Equitable Life Insurance Company of Iowa, and to certain
qualified and retirement plans.  The address of the Warburg Pincus Trust
is 153 East 53rd Street, New York, NY 10022.

In the event that, due to differences in tax treatment or other
considerations, the interests of contract owners of various contracts
participating in the Trusts conflict, we, the Boards of Trustees of the
GCG Trust, the PIMCO Trust and the Warburg Pincus Trust, Directed
Services, Inc., Pacific Investment Management Company, Credit Suisse
Asset Management, LLC and any other insurance companies participating in
the Trusts will monitor events to identify and resolve any material
conflicts that may arise.

YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, THE PIMCO TRUST
AND THE WARBURG PINCUS TRUST IN THE ACCOMPANYING PROSPECTUS FOR EACH
TRUST.  YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING.


                   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.

                                   11

<PAGE>
<PAGE>

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

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


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

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

INVESTMENT                       INVESTMENT OBJECTIVE
PORTFOLIO

THE GCG TRUST

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

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

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

                                   12

<PAGE>
<PAGE>

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

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

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

Investors           Seeks long-term growth of capital.  Current
                    income is a secondary objective.
                    Invests primarily in equity securities of U.S.
                    companies and to a lesser degree, debt
                    securities.
                    ----------------------------------------------------

Large Cap Value     Seeks long-term growth of capital and income.
                    Invests primarily in equity and equity-related
                    securities of companies with market
                    capitalization greater than $1 billion.
                    ----------------------------------------------------

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

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

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

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

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

Managed Global      Seeks capital appreciation.  Current income is
                    only an incidental consideration.
                    Invests primarily in common stocks traded in
                    securities markets throughout the world.
                    ----------------------------------------------------

All Cap             Seeks capital appreciation through investment
                    in securities which the portfolio manager
                    believes have above-average capital
                    appreciation potential.
                    Invests primarily in equity securities of U.S.
                    companies of any size.
                    ----------------------------------------------------

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

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

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



                                   13

<PAGE>
<PAGE>



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

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

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

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

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

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

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

                                   14

<PAGE>
<PAGE>

INVESTMENT MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of the GCG Trust.
The GCG Trust pays Directed Services a monthly fee for its investment
advisory and management services.  The monthly fee is based on the
average daily net assets of an investment portfolio, and in some cases,
the combined total assets of certain grouped portfolios.  Directed
Services provides or procures, at its own expense, the services necessary
for the operation of the portfolios.  Directed Services (and not the GCG
Trust) pays each portfolio manager a monthly fee for managing the assets
of a portfolio.  For a list of the portfolio managers, see the front
cover of this prospectus.  Directed Services does not bear the expense of
brokerage fees and other transactional expenses for securities, taxes (if
any) paid by a portfolio, interest on borrowing, fees and expenses of the
independent trustees, and extraordinary expenses, such as litigation or
indemnification expenses.

Pacific Investment Management Company ("PIMCO") serves as investment
advisor to the PIMCO Trust.  The PIMCO Trust pays PIMCO a monthly
advisory fee and a monthly administrative fee of 0.25% based on the
average daily net assets of each of the investment portfolios for
managing the assets of the portfolios and for administering the PIMCO
Trust.

Credit Suisse Asset Management, LLC serves as the investment advisor of
the Warburg Pincus Trust.  The Warburg Trust pays Credit Suisse Asset
Management a monthly advisory fee based on the average daily net assets
of the investment portfolio and also procures the services necessary for
the operation of its portfolios.  The Warburg Trust pays monthly
administrative fees to two co-administrators for administrative services,
one of which is an affiliate of Credit Suisse Asset Management.  The
monthly administrative fee is based on the portfolio's average daily net
assets.  Credit Suisse Asset Management does not bear any portfolio
expenses.

YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS
MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST.  YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.


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

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

                                   15

<PAGE>
<PAGE>

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

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

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

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

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

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

                                   16

<PAGE>
<PAGE>

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

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

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

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

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

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

Please be aware that the benefit we pay under any of the optional riders
will be reduced on a pro rata basis by any withdrawals you make from
the Fixed Interest Allocations during the period while the rider is
in effect.   See "Optional Riders."

MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect on
your contract value.  We will apply a Market Value Adjustment (i)
whenever you withdraw or transfer money from a Fixed Interest

                                   17

<PAGE>
<PAGE>

Allocation
(unless made within 30 days before the maturity date of the applicable
guaranteed interest period, or under the systematic withdrawal or dollar
cost averaging program) and (ii) if on the annuity start date a
guaranteed interest period for any Fixed Interest Allocation does not end
on or within 30 days of the annuity start date.

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

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

Where,

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

    o   "J" is equal to the following:

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

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

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

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

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

                                   18

<PAGE>
<PAGE>

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

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


                          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, the PIMCO Trust and the Warburg Pincus Trust through
Account B.  It also provides a means for you to invest in a Fixed
Interest Allocation through the Fixed Account.

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

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

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

The death benefit becomes payable when you die.  In the case of a sole
contract owner who dies before the income phase begins, we will pay the
beneficiary the death benefit 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

                                   19

<PAGE>
<PAGE>

that owner if the other joint owner survives.  The entire
interest of the deceased joint owner in the Contract will pass to the
surviving joint owner.  The age of the older owner will determine the
applicable death benefit if Enhanced Death Benefits are available for
multiple owners.

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

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 adviser for more
information if you are not an individual.

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

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

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

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

                                   20

<PAGE>
<PAGE>

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

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

The initial premium payment must be $10,000 or more ($1,500 for qualified
Contracts).  You may make additional payments of $500 or more ($250 for
qualified Contracts) at any time after the free look period before you
turn age 85.  Under certain circumstances, we may waive the minimum
premium payment requirement.  We may also change the minimum initial or
additional premium requirements for certain group or sponsored
arrangements.  An initial or additional premium payment that would cause
the contract value of all annuities that you maintain with us to exceed
$1,000,000 requires our prior approval.

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

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

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

     (1)  If either your state or broker-dealer do not permit us to issue
          a Contract without an application, we reserve the right to
          rescind the Contract if we do not receive and accept a properly
          completed application or enrollment form within 5 days of the
          premium payment.  If we do not receive the application or form
          within 5 days of the premium payment, we will refund

                                   21

<PAGE>
<PAGE>

          the contract value plus any charges we deducted, and the Contract
          will be voided.  Some states require that we return the premium
          paid, in which case we will comply.

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

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

ADDITIONAL CREDIT TO PREMIUM
A credit will be added to your contract value based on each premium
payment.  The credit will be added proportionally to each subaccount and
Fixed Interest Allocation as the premium payment is allocated.  The
credit is a minimum of 4% of the premium payment.  We may increase the
credit at our discretion.  If we increase the credit we may reduce it
also at our discretion, but we will not reduce it below the minimum
credit of 4%, and we will give at least 30 days notice of any planned
reduction.

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

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

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

     (2)  If a death benefit of contract value becomes payable, we will
          deduct any credits added to your contract within 1 year prior
         to death; and

     (3)  If we waive any surrender charge, we will deduct any credit
          added to your contract value within 1 year.

If we deduct a credit from any amount we pay to you, we will deduct
the full dollar amount of the credit.  You will retain any gains, and
you will also bear any losses, that are attributable to the credit we
deduct.

Once we have waived any surrender charge, we will not add any additional
credit to any additional premium you pay on or after the date of any such
waiver.

                                   22

<PAGE>
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                   23

<PAGE>
<PAGE>

Customer Service Center.  We will determine and pay the cash surrender
value at the price next determined after receipt of all paperwork required
in order for us to process your surrender.  Once paid, all benefits under
the Contract will be terminated.  For administrative purposes, we will
transfer your money to a specially designated subaccount (currently the
Liquid Asset subaccount) prior to processing the surrender.  This
transfer will have no effect on your cash surrender value.  You may
receive the cash surrender value in a single sum payment or apply it
under one or more annuity options.  We will usually pay the cash
surrender value within 7 days.

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

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

We may amend the Contract to conform to applicable laws or governmental
regulations.  If we feel that investment in any of the investment
portfolios has become inappropriate to the purposes of the Contract, we
may, with approval of the SEC (and any other regulatory agency, if
required) substitute another portfolio for existing and future
investments. If you electd the dollar cost averaging, systematic
withdrawals, or automatic rebalancing programs or if you have other
outstanding instructions, and we substitute a portfolio subject to
those instructions, we will execute your instructions using the
substituted portfolio, unless you request otherwise.

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.

OPTIONAL RIDERS
Subject to state availability, you may elect one of three optional
benefit riders discussed below.  You may not add more than one of these
three riders to your Contract.  There are separate charges for each
rider.  Once elected, the riders generally may not be cancelled.  This
means once you add the rider, you may not remove it and charges will be
assessed regardless of the performance of your Contract.  Please see
"Charges and Fees - Optional Rider Charges" for information on rider
charges.

THE OPTIONAL RIDERS MAY NOT BE AVAILABLE FOR ALL INVESTORS.  THEY SHOULD BE
ANALYZED THOROUGHLY AND UNDERSTOOD COMPLETELY BEFORE BEING ELECTED.  THE
OPTIONAL RIDERS DO NOT GUARANTEE ANY RETURN OF PRINCIPAL OR PREMIUM
PAYMENTS AND DO NOT GUARANTEE PERFORMANCE OF ANY SPECIFIC INVESTMENT
PORTFOLIO UNDER THE CONTRACT.  YOU SHOULD CONSULT A QUALIFIED FINANCIAL
ADVISER IN EVALUATING THE RIDERS.

THE OPTIONAL RIDERS MAY NOT BE APPROVED IN ALL STATES.  CHECK WITH OUR
CUSTOMER SERVICE CENTER FOR AVAILABILITY IN YOUR STATE.  THE TELEPHONE
NUMBER IS (800)366-0066.

                                   24

<PAGE>
<PAGE>

RIDER DATE
We use the term rider date in the discussion of the optional benefit
riders below.  The rider date is the date an optional benefit rider
becomes effective.  The rider date is also the contract date if the rider
was purchased at the time the Contract is issued.

SPECIAL FUNDS
We use the term Special Funds in the discussion of the Minimum Guaranteed
Accumulation Benefit rider (with the 20-year waiting period) and the
Minimum Guaranteed Income Benefit rider.  The Special Funds refer to the
Liquid Asset subaccount, Limited Maturity Bond subaccount and the Fixed
Interest Allocations.  The Company may designate new and/or existing
subaccounts as a Special Fund with 30 days notice at any time, including
during the life of a rider.

NO CANCELLATION
Once you purchase a rider, the rider may not be cancelled, unless you cancel
the Contract during the Contract's free look period, surrender, annuitize or
otherwise terminate the Contract which automatically cancels any attached
rider.  Once the Contract continues beyond the free look period, you may not
at any time cancel the rider, except with respect to a one-time right to
cancel the twenty-year option of the Minimum Guaranteed Accumulation
Benefit rider under specified conditions.  The Company may, at its
discretion, cancel and/or replace a rider at your request in order to renew
or reset a rider.

TERMINATION
The optional riders are "living benefits."   This that means the guaranteed
benefits offered by the riders are intended to be available to you while
you are living and while your Contract is in the accumulation phase.  The
optional riders automatically terminate (and all benefits under the rider
will cease) if you annuitize, surrender or otherwise terminate your
Contract or die (first owner to die if there are multiple contract
owners, or at death of annuitant if contract owner is not a natural
person), unless your spouse beneficiary elects to continue the Contract,
during the accumulation phase.  The optional rider will also terminate if
there is a change in contract ownership (other than a spousal beneficiary
continuation on your death).  Other circumstances which may cause a
particular optional rider to terminate automatically are discussed below
with the applicable rider.

MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB) RIDER
The MGAB rider is an optional benefit which provides you with an MGAB
benefit intended to guarantee a minimum contract value at the end of a
specified waiting period.  The MGAB is a one-time adjustment to your
contract value in the event your contract value on the MGAB Benefit
Date is less than the MGAB Base.  The MGAB rider may offer you
protection in the event your contract value loses value during the
MGAB waiting period.  For discussion of the charges we deduct under
the MGAB rider, see "Optional Rider Charges."

The MGAB rider offers a ten-year option and a twenty-year option, of
which you may purchase only one.  The ten-year option has a waiting
period of ten years and guarantees that your contract value at the end of
ten years will at least equal your initial premium payment plus credits,
reduced pro rata for withdrawals. Transfers made within 3 years prior to
the MGAB Benefit Date will also reduce the benefit pro rata.  The
twenty-year option has a waiting period of twenty years and guarantees
that your contract value at the end of twenty years will at least equal
two times your initial premium payment plus credits, reduced pro rata
for withdrawals, and reduced for transfers made within 3 years
prior to the MGAB Benefit Date. On the MGAB Benefit Date, which is the next
business day after the applicable waiting period, we calculate your Minimum
Guaranteed Accumulation Benefit.

                                   25

<PAGE>
<PAGE>

  CALCULATING THE MGAB.  We calculate your MGAB as follows:

     1.   WE FIRST DETERMINE YOUR MGAB BASE.  The MGAB Base is only a
calculation used to determine the MGAB.  The MGAB Base does not represent
a contract value, nor does it guarantee performance of the subaccounts
in which you are invested.  It is also not used in determining the
amount of your annuity income, cash surrender value and death benefits.

       If you purchased the MGAB rider on the contract date, and

       (i)  elected the ten-year option, your MGAB Base is equal to
            your initial premium and credit, plus any additional
            premium and credit added to your Contract during the 2-year
            period after your rider date, reduced pro rata for any
            withdrawals and reduced for any transfers made
            within the last 3 years; or

       (ii) elected the twenty-year option, except for the Special
            Funds which require special calculations, your MGAB Base is
            equal to your initial premium and credit, plus any additional
            premium and credit added to your Contract during the 2-year
            period after your contract date, accumulated at the MGAB
            Base Rate, reduced pro rata for any withdrawals and reduced
            for any transfers made within the last 3 years. The MGAB Base
            Rate for allocations other than allocations to the Special Funds
            is the annual effective rate of 3.5265%. Accumulation of eligible
            additional premiums starts on the date the premium was received.

       ONLY PREMIUMS AND CREDITS ADDED TO YOUR CONTRACT DURING THE 2-YEAR
       PERIOD AFTER YOUR RIDER DATE ARE INCLUDED IN THE MGAB BASE.
       ANY ADDITIONAL PREMIUM PAYMENTS YOU ADDED TO YOUR CONTRACT AFTER
       THE SECOND RIDER ANNIVERSARY ARE NOT INCLUDED IN THE MGAB BASE.
       Thus, the MGAB rider may not be appropriate for you if you plan
       to add substantial premium payments after your second rider
       anniversary.

       If you purchased the MGAB rider after the contract date, your
       MGAB Base is equal to your contract value on the rider date, plus
       premiums and credits added during the 2-year period after your
       rider date.  Withdrawals taken while the MGAB rider is in effect,
       as well as transfers made within 3 years prior to the MGAB
       Benefit Date, will reduce the value of your MGAB Base
       pro rata.  This means that the MGAB Base (and the MGAB
       Charge Base) will be reduced by the same percent as the
       percent of contract value that was withdrawn (or transferred).
       We will look to your contract value immediately before the
       withdrawal or transfer when we determine this percent.

       For any Special Fund under the twenty-year option, if the actual
       interest credited to and/or the investment earnings of the
       contract value allocated to the Special Fund over the calculation
       period is less than the amount calculated under the formula
       above, that lesser amount becomes the increase in your MGAB Base
       for the Special Fund for that period.  THE MGAB BASE RATE FOR EACH
       SPECIAL FUND MAY BE POSITIVE OR NEGATIVE.  Thus, investing in the
       Special Funds may limit the MGAB benefit.

       Under the 20-year option, adding the rider after the contract date,
       payment of premiums after the rider date, and/or investments in the
       Special Funds may prevent the MGAB Base from doubling over the waiting
       period.

          2.   WE THEN SUBTRACT YOUR CONTRACT VALUE ON THE MGAB BENEFIT
            DATE FROM YOUR MGAB BASE.  The contract value that we subtract
            includes both the contract value in the subaccounts in which
            you are invested and the contract value in your Fixed Interest
            Allocations, if any.

          3.   ANY POSITIVE DIFFERENCE IS YOUR MGAB. If there is a MGAB, we
            will automatically credit it on the MGAB Benefit Date to the
            subaccounts in which you are invested pro rata based on
            the proportion your

                                   26

<PAGE>
<PAGE>

            contract value in the subaccounts, unless you have previously
            given us other allocation instructions. If you do not have an
            investment in any subaccount on the MGAB Benefit Date, we will
            allocate the MGAB to the Liquid Asset subaccount on your behalf.
            After the crediting of the MGAB, the amount of your annuity
            income, cash surrender value and death benefits will reflect the
            crediting of the MGAB to your contract value to the extent the
            contract value is used to determine such value.

  WITHDRAWALS AND TRANSFERS.  We will reduce your MGAB Base and the MGAB
Charge Base pro rata to the percentage of contract value of any withdrawals
you make after the rider date but prior to the MGAB Benefit Date. Any transfers
you make within three years prior to the MGAB Benefit Date will reduce the MGAB
Base and the MGAB Charge Base pro rata to the percentage of contract value
transferred.  Transfers you make before this date will have no immediate impact
on the MGAB Base.  Any transfers to and from the subaccounts and Special Funds
in which you are invested will cause your MGAB Base to be reallocated pro rata
based on the percentage of contract value.  Transfers to one or more Special
Funds could reduce your MGAB benefit.

  PURCHASE.  To purchase the MGAB rider, you must be age 80 or younger on
the rider date if you choose the ten-year option and age 65 or younger on
the rider date if you choose the twenty-year option.  The waiting period
must end at or before your annuity start date.  The MGAB rider may be
purchased (i) on the contract date, and (ii) within 30 days following the
contract date.  For contracts issued more than 30 days before the date
this rider first became available in your state, the Company may in its
discretion allow purchase of this rider during the 30-day period
preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later.

  THE MGAB BENEFIT DATE.  If you purchased the MGAB rider on the contract
date or added the MGAB rider within 30 days following the contract date,
the MGAB Benefit Date is your 10th contract anniversary for the ten-year
option or 20th contract anniversary for the twenty-year option.  If you
added the MGAB rider during the 30-day period preceding your first
contract anniversary after the date of this prospectus, your MGAB Benefit
Date will be the first contract anniversary occurring after 10 years (for
the ten-year option) or 20 years (for the twenty-year option) after the
rider date.  The MGAB rider is not available if the MGAB Benefit Date
would fall beyond the latest annuity start date.

  CANCELLATION.  If you elected the twenty-year option, you have a one-
time right to cancel the MGAB rider on your first contract anniversary
that is at least 10 years after the rider date.   If you purchase the MGAB
rider during the 30-day period following the contract date, your one-time
right to cancel the rider occurs on the tenth anniversary of your contract
date. To cancel, you need to send written notice to our Customer Service
Center at least 30 days before such anniversary date.  If the MGAB rider
is terminated before the MGAB Benefit Date, you will not be credited with
the MGAB and we will assess the pro rata portion of the MGIB rider charge
for the current quarter.

  NOTIFICATION.  Any crediting of the MGAB will be reported in your first
quarterly statement following the MGAB Benefit Date.

MINIMUM GUARANTEED INCOME BENEFIT (MGIB) RIDER.
The MGIB rider is an optional benefit which guarantees that a minimum amount
of annuity income will be available to you if you annuitize on the MGIB Benefit
Date, regardless of fluctuating market conditions.  The amount of the Minimum
Guaranteed Income Benefit will depend on the amount of premiums you pay during
the five contract years after you purchase the rider, the credit(s) we add, the
amount of contract value you allocate or transfer to the Special Funds, the
MGIB Rate (7% for all portfolios except the Special Funds), the adjustments for
Special Fund Transfers, and the dollar amount of any withdrawals you take while
the rider is in effect.  For a discussion of the charges we deduct under the
MGIB rider, see "Optional Rider Charges."  Ordinarily, the amount of income
that will be available to you on the annuity start date is based on your
contract value, the annuity option you selected and the guaranteed or income
factors in effect on the date you annuitize.  If you purchase the MGIB rider,
the minimum amount of income that will be available to you upon annuitization
on the MGIB Benefit Date is the greatest of:

                                   27

<PAGE>
<PAGE>

       (i)  your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the guaranteed income factors
            specified in your Contract for the annuity option you
            selected;

       (ii) your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the then current income
            factors in effect for the annuity option you selected;
            and

       (iii)the MGIB annuity income based on your MGIB Base on the MGIB
            Benefit Date applied to the MGIB income factors specified in
            your rider for the MGIB annuity option you selected.  Prior
            to applying the MGIB income factors, we will adjust the MGIB
            Base for any surrender charges, premium tax recovery and
            Market Value Adjustments that would otherwise apply at
            annutization.

Prior to your latest annuity start date, you may choose to exercise your right
to receive payments under the MGIB rider on the MGIB Benefit Date.  Payments
under the rider begin on the MGIB Benefit Date.  We require a 10-year
waiting period before you can annuitize under the MGIB rider benefit.
The MGIB must be exercised in the 30-day period prior to the end of the
waiting period or any subsequent contract anniversary.  At your request, the
Company may in its discretion extend the latest contract annuity start date
without extending the MGIB Benefit Date.

  DETERMINING THE MGIB ANNUITY INCOME.  On the MGIB Benefit Date, we
calculate your MGIB annuity income as follows:

    1.  WE FIRST DETERMINE YOUR MGIB BASE.  The MGIB Base is only a
calculation used to determine the MGIB.  The MGIB Base does not represent a
contract value, nor does it guarantee performance of the subaccounts in which
you are invested.  It is also not used in determining the amount of your cash
surrender value and death benefits.  Any reset of contract value under
provisions of the Contract or other riders will not increase the MGIB Base
or MGIB Base Maximum.

            (i)  If you purchased the MGIB rider on the contract date, except
                 for the Special Funds which require special calculations,
                 the MGIB Base is equal to your initial premium and credits,
                 plus any additional premiums and credits added to your
                 Contract during the 5-year period after your contract date,
                 accumulated at the MGIB Base Rate (7% for all portfolios
                 except the Special Funds), reduced pro rata by all withdrawals
                 taken while the MGIB rider is in effect. Premiums and credits
                 paid after the 5th contract anniversary are excluded from the
                 MGIB Base.

            (ii) If you purchased the MGIB rider after the contract date,
                 except for the Special Funds which require special
                 calculations, your MGIB Base is equal to your contract value
                 on the rider date plus any additional premiums and credits
                 added to your Contract during the 5-year periods after your
                 rider date, accumulated at the MGIB Base Rate (7% for all
                 portfolios except the Special Funds), reduced  pro rata by all
                 withdrawals taken while the MGIB rider is in effect. Such
                 additional premium payments and credits added more than 5 years
                 before the earliest MGIB Benefit Date are included in the MGIB
                 Base. Premiums and credits paid after the 5th rider
                 anniversary are excluded from the MGIB Base.

            (iii)For any Special Fund, if the actual earnings and/or the
                 interest credited to the contract value allocated to the
                 Special Fund over the calculation period is less than
                 the amount determined under the formula above, that
                 lesser amount becomes the change in your MGIB Base
                 for the Special Fund.  THE MGIB RATE FOR EACH SPECIAL
                 FUND MAY BE POSITIVE OR NEGATIVE.  Thus, investing in
                 the Special Funds may significantly limit the MGIB benefit.

                                   28

<PAGE>
<PAGE>

            Of course, regardless of when purchased or how you invest,
            withdrawals will reduce the value of your MGIB
            Base pro rata to the percentage of the contract value of the
            withdrawn.

            We offer a 7% MGIB Base Rate, except for the Special Funds.
            The Company may at its discretion discontinue offering
            this rate.  The MGIB Base Rate is an annual effective rate.

            The MGIB Base is subject to the MGIB Base Maximum.  The MGIB
            Base Maximum is the amount calculated above until the
            earlier of: (i) the date the oldest contract owner reaches
            age 80, or (ii) the date the MGIB Base reaches two times the
            MGIB Eligible Premiums and credits, adjusted for any
            withdrawals.  MGIB Eligible Premiums is the total of
            premiums paid during the first 5 years after the rider date.

    2. THEN WE DETERMINE THE MGIB ANNUITY INCOME BY MULTIPLYING YOUR MGIB BASE
(ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, SURRENDER CHARGE AND PREMIUM TAXES)
BY THE INCOME FACTOR, AND THEN DIVIDE BY $1000.

Two MGIB Income Options are available under the MGIB Rider:

   (i)   Income for Life (Single Life or Joint with 100% Survivor) and
         10-30 Year Certain;
   (ii)  Income for a 20-30 Year Period Certain; or
   (iii) Any other income plan offered by the Company in connection with
         the MGIB rider on the MGIB Benefit Date.

 On the MGIB Benefit Date, we would apply the MGIB Base using the Table of
Income Factors specified in the MGIB rider for the Income Option you selected.
The guaranteed factors contained in the MGIB rider generally provide lower
payout
per $1,000 of value applied than the guaranteed factors found in your Contract.

  Then we compare the MGIB annuity income under the rider guarantee for the
option selected with the annuity income under your Contract guarantee for the
same option.  The greater mount of income will be available to you on the MGIB
Benefit Date.

  WITHDRAWALS AND TRANSFERS.  We will reduce the MGIB Base and the MGIB
Base Maximum pro rata by the percentage of contract value of any
withdrawals you make. Any transfers to and from the subaccounts and
Special Funds in which you are invested will cause your MGIB Base to be
reallocated pro rata based on the percentage of contract value you
transfer.  This could reduce the MGIB benefit.

  PURCHASE.  To purchase the MGIB rider, you must be age 79 or younger on
the rider date and the ten-year waiting period must end at or prior to
the latest annuity start date.  The MGIB rider must be purchased (i) on
the contract date, or (ii) within thirty days after the contract date.
For contracts issued more than 30 days before the date this rider first
became available in your state, the Company may in its discretion allow
purchase of this rider during the 30-day period preceding the first
contract anniversary after the date of this prospectus, or the date of
state approval, whichever is later. There is a ten year waiting period
before you can annuitize under the MGIB rider.

   THE MGIB BENEFIT DATE.  If you purchased the MGIB rider on the contract
date or added the MGIB rider within 30 days following the contract date, the
MGIB Benefit Date is the contract anniversary on or after the tenth contract
anniversary when you decide to exercise your right to annuitize under the
MGIB Rider.  If you added the MGIB rider during the 30-day period preceding
your first contract anniversary after the date of this prospectus, your MGIB
Benefit Date is any contract anniversary on or after the tenth contract
anniversary from the rider date when you decide to exercise your right to
annuitize under the MGIB Rider.

  NO CHANGE OF ANNUITANT.  Once the MGIB rider is purchased, the annuitant
may not be changed except for the following exception.  If an annuitant who
is not a contract owner dies prior to annuitization, a new annuitant may
be named in accordance with the provisions of your Contract.  The MGIB
Base is unaffected and continues to accumulate.

  NOTIFICATION.  On or about 30 days prior to the MGIB Benefit Date,
we will provide you with notification which will include an estimate
of the amount of MGIB annuity benefit available if you choose to exercise.
The actual amount of the MGIB annuity benefit will be determined as of
the MGIB Benefit Date.

THE MGIB RIDER DOES NOT RESTRICT OR LIMIT YOUR RIGHT TO ANNUITIZE THE
CONTRACT AT ANY TIME PERMITTED THE CONTRACT. THE MGIB RIDER DOES NOT
RESTRICT YOUR RIGHT TO ANNUITIZE THE CONTRACT USING CONTRACT VALUES
THAT MAY BE HIGHER THAN THE MGIB ANNUITY BENEFIT.

THE BENEFITS ASSOCIATED WITH THE MGIB RIDER ARE AVAILABLE ONLY IF YOU
ANNUITIZE YOUR CONTRACT UNDER THE RIDER AND IN ACCORDANCE WITH THE
PROVISIONS SET FORTH ABOVE. ANNUITIZING USING THE MGIB MAY RESULT
IN THE MORE FAVORABLE STREAM OF INCOME PAYMENTS UNDER YOUR CONTRACT.
BECAUSE THE MGIB RIDER IS BASED ON CONSERVATIVE ACTUARIAL FACTORS,
THE LEVEL OF LIFETIME INCOME THAT IT GUARANTEES MAY BE LESS THAN THE
LEVEL THAT MIGHT BE PROVIDED BY THE APPLICATION OF YOUR CONTRACT
VALUE TO THE CONTRACT'S APPLICABLE ANNUITY FACTORS. YOU SHOULD CONSIDER
ALL OF YOUR OPTIONS AT THE TIME YOU BEGIN THE
INCOME PHASE OF YOUR CONTRACT.

                                   29

<PAGE>
<PAGE>

MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB) RIDER
The MGWB rider is an optional benefit which guarantees that if your
contract value is reduced to zero you will receive periodic payments,
equal to all premium payments and credits paid during the first two
contract years (Eligible Payment Amount) adjusted for any prior withdrawals.
To maintain this guarantee, withdrawals in any contract year may not
exceed 7% of your Eligible Payment Amount.  If your contract value is
reduced to zero, your original periodic payments will be 7% of your
Eligible Payment Amount every year.  Payments continue until your MGWB
Withdrawal Account is reduced to zero.  For a discussion of the charges
we deduct under the MGWB rider, see "Optional Rider Charges." Each payment
you receive under the MGWB rider will be taxed as a withdrawal and may be
subject to a penalty tax.  See "Withdrawals" and "Federal Tax Consideration"
for more information. Your original Eligible Payment Amount depends on
when you purchase the MGWB rider and is:

       (i)  if you purchased the MGWB rider on the contract date, your
            premium payments and credits received during the first two
            contract years; or
       (ii) if you purchased the MGWB rider after the contract date,
            your contract value on the rider date, including any
            premiums and credits received that day, and any subsequent
            premium payments and credits received during the two-year
            period commencing on the rider date.

THE MGWB WITHDRAWAL ACCOUNT. The MGWB Withdrawal Account is only a
calculation which represents the remaining amount available for periodic
payments under the MGWB rider.  It does not represent a contract value,
nor does it guarantee performance of the subaccounts in which you are invested.
It will not affect your annuitization, surrender and death benefits.  The MGWB
Withdrawal Account is equal to the Eligible Payment Amount adjusted for any
withdrawals.  Withdrawals of up to 7% per year of the Eligible Payment Amount
will reduce the value of your MGWB Withdrawal Account by the dollar amount of
the withdrawal.  Any withdrawals greater than 7% per year of the Eligible
Payment Amount will cause a reduction in both the MGWB Withdrawal Account,
and the Eligible Payment Amount by the proportion that the withdrawal bears
to the contract value at the time of the withdrawal.  The MGWB Withdrawal
Account is also reduced by the amount of any periodic payments paid under
the MGWB rider once your contract value is zero.

     GUARANTEED WITHDRAWAL STATUS.  You may continue to make withdrawals in
any amount permitted under your Contract so long as your contract value
is greater than zero.  See "Withdrawals."  However, making any withdrawals
in any year greater than 7% per year of the Eligible Payment Amount will reduce
the Eligible Payment Amount for future withdrawals and payments under the
MGWB rider by the proportion that the withdrawal bears to the contract value at
the time of the withdrawal.  The MGWB rider will remain in force, and you may
continue to make withdrawals each year so long as:

       (i)   your contract value is greater than zero;
       (ii)  your MGWB Withdrawal Account is greater than zero;
       (iii) your latest allowable annuity start date has not been
             reached;
       (iv)  you have not elected to annuitize your Contract; and
       (v)   you have not died (unless your spouse has elected to
             continue the contract), changed the ownership of the
             Contract or surrendered the Contract.

The standard Contract provision limiting withdrawals to no more than 90%
of the cash surrender value is not applicable under the MGWB rider.

  WITHDRAWAL ADJUSTMENTS.  We will reduce the MGWB Withdrawal Account by
the dollar amount of any withdrawal taken up to 7% per year of the Eligible
Payment Amount.  Any withdrawal taken in excess of 7% per year of the Eligible
Payment Amount will reduce both the MGWB Withdrawal Account and the Eligible
Payment Amount, pro rata in proportion to the percentage of contract
value withdrawn.  If a withdrawal reduces the MGWB Withdrawal

                                   30

<PAGE>
<PAGE>

Account to zero, the MGWB rider terminates and no further benefits are
payable under the rider.

  AUTOMATIC PERIODIC BENEFIT STATUS.  Under the MGWB rider, in the event
your contract value is reduced to zero your Contract is given what we refer
to as Automatic Periodic Benefit Status, if:

       (i)   your MGWB Withdrawal Account is greater than zero;
       (ii)  your latest allowable annuity start date has not been
             reached;
       (iii) you have not elected to annuitize your Contract; and
       (iv)  you have not died, changed the ownership of the Contract or
             surrendered the Contract.

  Once your Contract is given Automatic Periodic Benefit Status, we will
pay you the annual MGWB periodic payments, beginning on the next contract
anniversary, equal to the lesser of the remaining MGWB Withdrawal Account
or 7% annually of your Eligible Payment Amount until the earliest of (i) your
contracts latest annuity start date, (ii) the death of the owner;
or (iii) until your MGWB Withdrawal Account is exhausted.  We will reduce
the MGWB Withdrawal Account by the amount of each payment.  Once your
Contract is given Automatic Periodic Benefit Status, (that is, your contract
value is zero) we will not accept any additional premium payments in your
Contract, and the Contract will not provide any benefits except those provided
by the MGWB rider.  Any other rider terminates.  Your Contract will remain in
Automatic Periodic Benefit Status until the earliest of (i) payment of all MGWB
periodic payments (ii) payment of the Commuted Value (defined below) or (iii)
the owner's death has occurred.

On the contract's latest annuity start date, in lieu of making the
remaining MGWB periodic payments, we will pay you the Commuted
Value of your MGWB periodic payments remaining.  We may, at our option,
extend your annuity start date in order to continue the MGWB periodic
payments. The Commuted Value is the present value of any then remaining
MGWB periodic payments at the current interest rate plus 0.50%.  The current
interest rate will be determined by the average of the Ask Yields for
U.S. Treasury Strips as quoted by a national quoting service for period(s)
applicable to the remaining payments.    Once the last MGWB periodic
payment is made or we pay you the Commuted Value, your Contract and
the MGWB rider terminate.

  DEATH BENEFIT DURING AUTOMATIC PERIODIC BENEFIT STATUS.  If you have
never withdrawn more than 7% per year of the Eligible Payment Amount and
you elected the 7% Solution Enhanced Death Benefit in your Contract, the
death benefit otherwise payable under the terms of your Contract will
remain in force during any Automatic Periodic Benefit Status.  In determining
the amount of the death benefit during the Automatic Periodic Benefit Status
we deem your contract value to be zero and treat the MGWB periodic payments as
withdrawals.  In all other cases, the death benefit payable during Automatic
Periodic Benefit Status is your MGWB Withdrawal Account which equals the sum of
the remaining MGWB periodic payments.

                                   31

<PAGE>
<PAGE>

 PURCHASE.  To purchase the MGWB rider, your must be age 80 or younger
on the rider date.  The MGWB rider must be purchased (i) on the contract
date, or (ii) within 30 days after the contract date.  For contracts issued
more than 30 days before the date this rider first became available in your
state, the Company may in its discretion allow purchase of this rider during
the 30-day period preceding the first contract anniversary after the date of
this prospectus, or the date of state approval, whichever is later.

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

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit
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.  The Free Withdrawal Amount in
any Contract year is 10% of your contract value on the date of the
withdrawal less any withdrawals during that contract year.

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

For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Liquid Asset subaccount) prior to
processing the withdrawal.  This transfer will not effect the withdrawal
amount you receive.  Please be aware that the benefit we pay under
certain optional benefit riders will be reduced by any withdrawals you
take while the rider is in effect.  See "Optional Riders."

Please be aware that the benefit we pay under certain optional benefit
riders will be reduced by any withdrawals you take while the rider is
in effect.  See "Optional Riders."

We offer the following three withdrawal options:

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

                                   32

<PAGE>
<PAGE>

SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawal payments (1)
from the contract value in the subaccounts in which you are invested, or
(2) from the interest earned in your Fixed Interest Allocations.
Systematic withdrawals may be taken monthly, quarterly or annually.  You
decide when you would like systematic payments to start as long as it is
at least 28 days after your contract date.  You also select the date on
which the systematic withdrawals will be made, but this date cannot be
later than the 28th day of the month.  If you have elected to receive
systematic withdrawals but have not chosen a date, we will make the
withdrawals on the same calendar day of each month as your contract date.
If your contract date is after the 28th day of the month, your systematic
withdrawal will be made on the 28th day of each month.

Each systematic withdrawal amount must be a minimum of $100.  The amount
of your systematic withdrawal can either be (1) a fixed dollar amount, or
(2) an amount based on a percentage of your contract value.  Both forms
of systematic withdrawals are subject to the following maximum, which is
calculated on each withdrawal date:
                                   MAXIMUM PERCENTAGE
                    FREQUENCY      OF CONTRACT VALUE
                    Monthly              0.833%
                    Quarterly            2.50%
                    Annually            10.00%

If your systematic withdrawal is a fixed dollar amount and the amount to
be withdrawn would exceed the applicable maximum percentage of your
contract value on any withdrawal date, we will automatically reduce the
amount withdrawn so that it equals such percentage.  Thus, your fixed
dollar systematic withdrawals will never exceed the maximum percentage.
If you want fixed dollar systematic withdrawals to exceed the maximum
percentage and are willing to incur associated surrender charges,
consider the Fixed Dollar Systematic Withdrawal Feature which you may add
to your regular fixed dollar systematic withdrawal program.

If your systematic withdrawal is based on a percentage of your contract
value and the amount to be withdrawn based on that percentage would be
less than $100, we will automatically increase the amount to $100 as long
as it does not exceed the maximum percentage.  If the systematic
withdrawal would exceed the maximum percentage, we will send the amount,
and then automatically cancel your systematic withdrawal option.

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

You may change the amount or percentage of your systematic withdrawal
once each contract year or cancel this option at any time by sending
satisfactory notice to our Customer Service Center at least 7 days before
the next scheduled withdrawal date.  The systematic withdrawal option may
commence in a contract year where a regular withdrawal has been taken but
you may not change the amount or percentage of your

                                   33

<PAGE>
<PAGE>

withdrawals in any contract year during which you have previously taken a
regular withdrawal.  You may not elect the systematic withdrawal option if
you are taking IRA withdrawals.

  FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE.  You may add the Fixed
Dollar Systematic Withdrawal Feature to your regular fixed dollar
systematic withdrawal program.  This feature allows you to receive a
systematic withdrawal in a fixed dollar amount regardless of any
surrender charges or Market Value Adjustments.  Systematic withdrawals
from Fixed Interest Allocations under the Fixed Dollar Systematic
Withdrawal Feature are available only in connection with Section 72(q)
and 72(t) distributions.  You choose the amount of the fixed systematic
withdrawals, which may total up to a maximum of 10% of your contract
value as determined on the day we receive your election of this feature.
The maximum limit will not be recalculated when you make additional
premium payments, unless you instruct us to do so.  We will assess a
surrender charge on the withdrawal date if the withdrawal exceeds the
maximum limit as calculated on the withdrawal date.  We will assess a
Market Value Adjustment on the withdrawal date if the withdrawal from a
Fixed Interest Allocation exceeds your interest earnings on the
withdrawal date.  We will apply the surrender charge and any Market Value
adjustment directly to your contract value (rather than to the
withdrawal) so that the amount of each systematic withdrawal remains
fixed.

  Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the
maximum.  Such withdrawals are subject to surrender charges and Market
Value Adjustments when they exceed the applicable free withdrawal amount.

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

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

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

                                   34

<PAGE>
<PAGE>

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

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

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

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

Please be aware that the benefit we pay under an optional benefit rider may be
effected by certain transfers you make while the rider is in effect.  Transfers
may also affect your optional rider base.  See "Optional Riders."

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

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

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

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

The dollar cost averaging program is designed to lessen the impact of
market fluctuation on your investment.  Since we transfer the same dollar
amount to other subaccounts each month, more units of a subaccount are
purchased if the value of its unit is

                                   35

<PAGE>
<PAGE>

low and less units are purchased if the value of its unit is high.
Therefore, a lower than average value per unit may be achieved over
the long term.  However, we cannot guarantee this.  When you elect the
dollar cost averaging program, you are  continuously investing in
securities regardless of fluctuating price levels.  You should consider
your tolerance for investing through periods of fluctuating price levels.

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

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

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

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

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

                                   36

<PAGE>
<PAGE>


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


                          DEATH BENEFIT CHOICES

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

You may choose from the following 3 death benefit choices: (1) the
Standard Death Benefit Option; (2) the 7% Solution Enhanced Death Benefit
Option; and (3) the Annual Ratchet Enhanced Death Benefit Option.  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.  A change in ownership of the Contract may affect the amount
of the death benefit and the guaranteed death benefit.  The MGWB rider
may affect the death benefit.  See "Minimum Guaranteed Withdrawal Benefit
(MGWB) Rider-Death Benefit during Automatic Periodic Benefit Status."

  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 minus any credits added within 1 year; (ii) total premium
payments less any withdrawals; (iii) the cash surrender value; (iv) the
total premium payments made under the Contract, plus all credits, reduced
by a pro rata adjustment for any withdrawals, then minus any credits applied
within 1 year prior to death.

  ENHANCED DEATH BENEFITS.  If the 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 minus any
credits added within 1 year; (ii) total premium payments less any
withdrawals; (iii) the cash surrender value; and (iv) the enhanced death
benefit as calculated below minus any credits added within 1 year.

                                   37

<PAGE>
<PAGE>

            HOW THE ENHANCED DEATH BENEFIT IS CALCULATED

         7% SOLUTION                            ANNUAL RATCHET
   We credit interest each              On each contract anniversary
   business day at the 7% annual        that occurs on or before the
   effective rate* to the enhanced      contract owner turns age 80,
   death benefit from the               we compare the prior enhanced
   preceding day (which would be        death benefit to the contract
   the initial premium and credit       value and select the larger
   if the preceding day is the          amount as the new enhanced
   contract date), then we add          death benefit.
   additional premiums paid and
   credits added since the              On all other days, the
   preceding day, then we subtract      enhanced death benefit is the
   any withdrawals made (including      amount determined below.  We
   any Market Value Adjustment          first take the enhanced death
   applied to such withdrawals)         benefit from the preceding day
   since the preceding day, and         (which would be the initial
   then we subtract any associated      premium and credit if the
   surrender charges.**                 valuation date is the contract
   The maximum enhanced death           date) and then we add
   benefit is 2 times all premium       additional premiums paid and
   payments and credits, as             credits added since the
   reduced by withdrawals.***           preceding day, then we
                                        subtract any withdrawals
                                        (including any Market Value
                                        Adjustment applied to such
                                        withdrawals) since the
                                        preceding day, and then we
                                        subtract any associated
                                        surrender charges.  That
                                        amount becomes the new
                                        enhanced death benefit.

     *The interest rate used for calculating the death benefit
      for the Liquid Asset and Limited Maturity Bond subaccounts will
      be the lesser of the 7% annual effective rate or the net rate
      of return for such subaccounts during the applicable period.
      The interest rate used for calculating the death benefit for
      your Fixed Interest Allocation will be the lesser of the 7%
      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 subaccounts in the future, we may restrict those new
      subaccounts from participating in the 7% Solution Enhanced
      Death Benefit.
    **Each premium payment and credit reduced by any withdrawals
      and any associated surrender charges incurred will continue to
      grow at the 7% annual effective rate.
   ***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.
      Once withdrawals in any contract year exceed 7% of cumulative
      premiums, withdrawals will reduce the maximum enhanced death
      benefit in proportion to the reduction in contract value.

The 7% Solution Enhanced Death Benefit is 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 80 years
old at the time of purchase.  The Annual Ratchet Enhanced Death Benefit
is 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 79 years old at the time of purchase.  The
7% Solution and Annual Ratchet Enhanced Death Benefits may not be
available where a Contract is owned by joint owners.

                                   38

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

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

  SURRENDER CHARGE.  We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a
withdrawal in excess of the Free Withdrawal Amount during the 9-year
period from the date we receive and accept a premium payment.  The
surrender charge is based on a percentage of each premium payment withdrawn.
This charge is intended to cover sales expenses that we have incurred.  We may
in the future reduce or waive the surrender charge in certain situations
and will never charge more than the maximum surrender charges.  The
percentage of premium payments deducted at the time of surrender or
excess withdrawal depends on the number of complete years that have
elapsed since that premium payment was made.  We determine the surrender
charge as a percentage of each premium payment withdrawn as follows:

  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8   9+
    SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%  0%

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

                                   39

<PAGE>
<PAGE>

waive the surrender charge, we will deduct any credit
added to your contract value within 1 year of the withdrawal, and we will not
add any additional credit to any additional premium you pay on or after the
date of any such waiver.

  FREE WITHDRAWAL AMOUNT.  The Free Withdrawal Amount in any contract
year is 10% of your contract value on the date of withdrawal less any
withdrawals during that 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 subaccount or Fixed Interest Allocation from which the excess
withdrawal was taken.  In instances where the excess withdrawal equals
the entire contract value in such subaccounts or Fixed Interest
Allocations, we will deduct charges proportionately from all other
subaccounts and Fixed Interest Allocations in which you are invested.
ANY WITHDRAWAL FROM A FIXED INTEREST ALLOCATION MORE THAN 30 DAYS BEFORE
ITS MATURITY DATE WILL TRIGGER A MARKET VALUE ADJUSTMENT.

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

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

We deduct the premium tax from your contract value (or from the MGIB
Base, if exercised) on the annuity start date.  However, some
jurisdictions impose a premium tax at the time that initial and
additional premiums are paid, regardless of when the annuity payments
begin.  In those states we may defer collection of the premium taxes from
your contract value and deduct it when you surrender the Contract, when
you take an excess 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 $40 per Contract.  This charge is
waived if you have a contract value $100,000 or more at the end of a
contract year or the sum of the premiums paid equals or exceeds $100,000.
We deduct the charge proportionately from all subaccounts in which you
are invested. If there is no contract value in those subaccounts, we will
deduct the charge from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until the charge
has been paid.

                                   40

<PAGE>
<PAGE>

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

CHARGES DEDUCTED FROM THE SUBACCOUNTS
  MORTALITY AND EXPENSE RISK CHARGE.  The mortality and expense risk
charge is deducted each business day.  The amount of the mortality and
expense risk charge depends on the death benefit you have elected. If you
have elected the Standard Death Benefit, the charge, on an annual basis,
is equal to 1.25% of the assets you have in each subaccount.  The charge
is deducted on each business day at the rate of .003446% for each day
since the previous business day.  If you have elected an enhanced death
benefit, the charge, on an annual basis, is equal to 1.40% for the Annual
Ratchet Enhanced Death Benefit, or 1.55% for the 7% Solution Enhanced
Death Benefit, of the assets you have in each subaccount.  The charge is
deducted each business day at the rate of .003863% or .004280%,
respectively, for each day since the previous business day.

  ASSET-BASED ADMINISTRATIVE CHARGE.  The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the
assets you have in each subaccount.  The charge is deducted on each
business day at the rate of .000411% for each day since the previous
business day.  This charge is deducted daily from your assets in each
subaccount.

OPTIONAL RIDER CHARGES

Subject to state availability, you may purchase one of three optional
benefit riders that you may elect at issue.  So long as the rider is in
effect, we will deduct a separate quarterly charge for each optional
benefit rider through a pro rata reduction of the contract value of the
subaccounts in which you are invested.  If there is insufficient contract
value in the subaccount, we will deduct the charges from your Fixed
Interest Allocations nearest their maturity date.  A Market Value
Adjustment may apply if rider charges are deducted from your Fixed
Interest Allocation more than 30 days before its maturity date.  We
deduct each rider charge on each quarterly contract anniversary in
arrears, meaning the first charge will be deducted on the first quarterly
anniversary following the rider date.  For a description of the riders
and the defined terms used in connection with the riders, see "The
Annuity Contract - Optional Riders."

     MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB).  The quarterly
charge for the MGAB rider is as follows:

       Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year............0.125% of the MGAB Charge Base (0.50% annually)
       20 Year............0.125% of the MGAB Charge Base (0.50% annually)

The MGAB Charge Base is the total of (i)the MGAB Base on the rider date,
and (ii)premiums and credits during the 2-year period commencing on the
rider date, reduced pro rata for withdrawals and reduced for transfers
made within the last 3 years prior to the MGAB Benefit Date.  We will
deduct charges only during your ten-year or twenty-

                                   41

<PAGE>
<PAGE>

year waiting period as applicable.  If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and MGAB Charge Base
immediately prior to the surrender or annuitization.

     MINIMUM GUARANTEED INCOME BENEFIT (MGIB).  The quarterly charge for
the MGIB rider is as follows:
       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% ................0.05% of the MGIB Base (0.20% annually)
       3%.................0.08% of the MGIB Base (0.32% annually)
       5%.................0.10% of the MGIB Base (0.40% annually)
       6%.................0.15% of the MGIB Base (0.60% annually)
       7%.................0.125% of the MGIB Base (0.50% annually)


The MGIB Baseis the total of premiums paid and credits added during the 5-year
period after the rider date, reduced pro rata for all withdrawals taken while
the MGIB rider is in effect, and accumulated at the MGIB Base Rate (7% for all
portfolios except the Special Funds).  If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your MGIB Base
immediately prior to the surrender or annuitization.

  MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB).  The quarterly charge
for the MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible
Payment Amount. The original MGWB Payment Amount is equal to all premiums
paid and credits added during the first two contract years following the rider
date.  When we calculate the MGWB rider charge, we do not reduce the Eligible
Payment Amount by the amount of any withdrawals taken while the MGWB rider
is in effect.  We will deduct charges only during the period before your
Contract's Automatic Periodic Benefit Status.  If you surrender or annuitize
your Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your original MGWB
Eligible Payment Amount, and applicable credits, immediately prior to the
surrender or annuitization.

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


                           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.  The MGIB annuity benefit may be available
if you have purchased the MGIB rider, provided the waiting period and
other specified conditions have been met.

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.

                                   42

<PAGE>
<PAGE>

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 under applicable law), 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 annuity start date, which is the date on which the annuity
payments commence.  The annuity start date must be at least 5 years from
the contract date but before the month immediately following the
annuitant's 90th birthday, or 10 years from the contract date, if later.

If, on the annuity start date, a surrender charge remains, the elected
annuity option must include a period certain of at least 5 years.

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

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

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

                                   43

<PAGE>
<PAGE>

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

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

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

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

  OPTION 4. ANNUITY PLAN.  The contract value can be applied to any other
annuitization plan that we choose to offer on the annuity start date.
Annuity payments under Option 4 may be fixed or variable.  If variable and
subject to the Investment Company Act of 1940, it will comply with the
requirements of such act.

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

     (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.

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

                                   44

<PAGE>
<PAGE>

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


                        OTHER CONTRACT PROVISIONS

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter.  The report will show the contract value, cash
surrender value, and the death benefit as of the end of the calendar
quarter.  The report will also show the allocation of your contract value
and reflects the amounts deducted from or added to the contract value
since the last report, including rider charges if you have elected one of
the optional riders offered in this prospectus.  You have 30 days to notify
our Customer Service Center of any errors or discrepancies contained in the
report or in the confirmation notices. We will also send you copies of any
shareholder reports of the investment portfolios in which Account B invests,
as well as any other reports, notices or documents we are required by law to
furnish to you.

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

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

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

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

FREE LOOK
You may cancel your Contract within your 10-day free look period.  We
deem the free look period to expire 15 days after we mail the Contract to
you.  Some states may require a longer free look period. To cancel, you
need to send your Contract to our Customer Service Center or to the agent
from whom you purchased it.  We will refund the contract value.  For
purposes of the refund during the free look period, (i) we adjust your
contract value for any market value adjustment (if you have invested in
the fixed account), (ii) then we exclude any credit initially applied,
and (iii) then we include a refund of any charges deducted from your
contract value.  Because of the market risks associated with investing in
the portfolios and the potential positive or negative effect of the
market value adjustment, the contract value returned may be

                                   45

<PAGE>
<PAGE>

greater or less than the premium payment you paid.  Some states require us
to return to you the amount of the paid premium (rather than the contract
value) in which case you will not be subject to investment risk during the
free look period.  In these states, your premiums designated for investment
in the subaccounts will be allocated during the free look period to a
subaccount specially designated by the Company for this purpose
(currently, the Liquid Asset subaccount).  We may, in our discretion,
require that premiums designated for investment in the subaccounts from
all other states as well as premiums designated for a Fixed Interest
Allocation be allocated to the specially designated subaccount during the
free look period.  Your Contract is void as of the day we receive your
Contract and cancellation request.  We determine your contract value at
the close of business on the day we receive your written request.  If you
keep your Contract after the free look period, we will put your money in
the subaccount(s) chosen by you, based on the accumulation unit value
next computed for each subaccount, and/or in the Fixed Interest
Allocation chosen by you.

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

SELLING THE CONTRACT
Directed Services, Inc. is the 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 which in
turn pays the writing agent.  The principal address of Directed Services
is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers to
sell the Contracts through registered representatives who are licensed to
sell securities and variable insurance products.  These broker-dealers
are registered with the SEC and are members of the National Association
of Securities Dealers, Inc.  Directed Services receives a maximum of 5.5%
commission, and passes through 100% of the commission to the broker-
dealer whose registered representative sold the contract.


                        UNDERWRITER COMPENSATION
         ----------------------------------------------------------
         |                  |                  |                  |
         |     NAME OF      |    AMOUNT OF     |      OTHER       |
         |    PRINCIPAL     | COMMISSION TO BE |  COMPENSATION    |
         |   UNDERWRITER    |       PAID       | Reimbursement of |
         |                  | Maximum of 5.5%  |       any        |
         |     Directed     |  of any initial  | covered expenses |
         |  Services, Inc.  |  or additional   |     incurred     |
         |                  | premium payments |  by registered   |
         |                  |   except when    | representatives  |
         |                  |     combined     |        in        |
         |                  | with some annual | connection with  |
         |                  |      trail       | the distribution |
         |                  |   commissions.   |      of the      |
         |                  |                  |    Contracts.    |
         |                  |                  |                  |
         ----------------------------------------------------------


Certain sales agreements may provide for a combination of a certain
percentage of commission at the time of sale and an annual trail
commission (which when combined could exceed 5.5% of total premium
payments).

                                   46

<PAGE>
<PAGE>

We do not pay any additional commissions on the sale or exercise of any
of the optional benefit riders offered in this prospectus.


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

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

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

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

                                   47

<PAGE>
<PAGE>

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


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

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

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

In certain circumstances, owners of variable annuity contracts have been
considered for federal income tax purposes to be the owners of the assets
of the separate account supporting their contracts due to their ability
to exercise investment control over those assets.  When this is the case,
the contract owners have been currently taxed on income and gains
attributable to the separate account assets.  There is little guidance in
this area, and some features of the Contracts, such as the flexibility of
a contract owner to allocate premium payments and transfer contract
values, have not been explicitly addressed in published rulings.  While we

                                   48

<PAGE>
<PAGE>

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.  See "Death Benefit Choices" for additional
information on required distributions from non-qualified contracts.

Other rules may apply to Qualified Contracts.

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

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

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

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

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

  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:

                                   49

<PAGE>
<PAGE>

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

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

      o   attributable to the taxpayer's becoming disabled; or

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

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

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

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

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

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

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

TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans.
The tax rules applicable to participants in these qualified plans vary
according to the type of plan and the terms and contributions of the plan
itself.  Special favorable tax treatment may be available for certain
types of contributions and distributions.  Adverse tax consequences may
result from:  contributions in excess of specified limits; distributions
before age 59 1/2 (subject to certain exceptions); distributions that do
not conform to specified

                                   50

<PAGE>
<PAGE>

commencement and minimum distribution rules; and
in other specified circumstances.  Therefore, no attempt is made to
provide more than general information about the use of the Contracts with
the various types of qualified retirement plans.  Contract owners,
annuitants, and beneficiaries are cautioned that the rights of any person
to any benefits under these qualified retirement plans may be subject to
the terms and conditions of the plans themselves, regardless of the terms
and conditions of the Contract, but we shall not be bound by the terms
and conditions of such plans to the extent such terms contradict the
Contract, unless the Company consents.

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

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

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

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

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

If any contract owner of a non-qualified Contract dies before the annuity
start date, the death benefit payable to the beneficiary will be
distributed as follows:  (a) the death benefit must be completely
distributed within 5 years of the contract owner's date of death; or  (b)
the beneficiary may elect, within the 1-year period after the contract
owner's date of death, to receive the death benefit in the form of an
annuity from us, provided that  (i) such annuity is distributed in
substantially equal installments over the life of

                                   51

<PAGE>
<PAGE>

such beneficiary or
over a period not extending beyond the life expectancy of such
beneficiary; and (ii) such distributions begin not later than 1 year
after the contract owner's date of death.

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

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

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

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

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

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

                                   52

<PAGE>
<PAGE>

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

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

ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may
exceed the greater of the premium payments or the contract value.  The
Internal Revenue Service has not ruled whether an Enhanced Death Benefit
could be characterized as an incidental benefit, the amount of which is
limited in any Code section 401(a) pension or profit-sharing plan or Code
section 403(b) tax-sheltered annuity.  Employers using the Contract may
want to consult their tax adviser regarding such limitation.  Further,
the Internal Revenue Service has not addressed in a ruling of general
applicability whether a death benefit provision such as the Enhanced
Death Benefit provision in the Contract comports with IRA qualification
requirements.

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

                                   53

<PAGE>
<PAGE>

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.

                                   54

<PAGE>
<PAGE>


[Shaded Section Header]
--------------------------------------------------------------------------
      MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

SELECTED FINANCIAL DATA

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

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

<TABLE>

                                       SELECTED GAAP BASIS FINANCIAL DATA
                                              (IN THOUSANDS)
                                  Post-Merger                       |       Post-Acquisition
                        --------------------------------------------|---------------------------------
                        For the Period     For       For the Period | For the Period  For the Period
                       January 1, 1999   the Year      October 25,  |   January 1,    August 14, 1996
                           through        Ended       1997 through  |  1997 through    1996 through
                        September 30,  December 31,   December 31,  |   October 24,    December 31,
                            1999           1998           1997      |      1997            1996
                        ------------   ------------  -------------- | --------------  ---------------
<S>                       <C>           <C>            <C>          |     <C>            <C>
Annuity and Interest                                                |
  Sensitive Life                                                    |
  Product Charges.......  $   55,195    $   39,119     $    3,834   |     $18,288        $    8,768
Net Income before                                                   |
  Federal Income Tax....  $    7,269    $   10,353     $     (279)  |     $  (608)       $      570
Net Income (Loss).......  $    3,551    $    5,074     $     (425)  |     $   729        $      350
Total Assets............  $7,312,027    $4,752,533     $2,446,395   |       N/A          $1,677,899
Total Liabilities.......  $6,858,151    $4,398,639     $2,219,082   |       N/A          $1,537,415
Total Stockholder's                                                 |
  Equity................  $  453,876    $  353,894     $  227,313   |       N/A          $  140,484

</TABLE>

<TABLE>

                                    (IN THOUSANDS)
                                   Pre-Acquisition
                         ---------------------------------------
                          For the Period
                           January 1,         For the Years
                          1996 through      Ended December 31,
                           August 13,     ----------------------
                              1996           1995        1994
                         --------------   ----------  ----------
<S>                           <C>         <C>         <C>
Annuity and Interest
  Sensitive Life
  Product Charges.......     $12,259      $  18,388   $   17,519
Net Income before
  Federal Income Tax....     $ 1,736      $    3,364  $    2,222
Net Income (Loss).......     $ 3,199      $    3,364  $    2,222
Total Assets............        N/A       $1,203,057  $1,044,760
Total Liabilities.......        N/A       $1,104,932  $  955,254
Total Stockholder's
  Equity................        N/A       $   98,125  $   89,506

</TABLE>

                                    39

<PAGE>
<PAGE>

BUSINESS ENVIRONMENT

The current business and regulatory environment remains
challenging for the insurance industry.  The variable annuity
competitive environment is intense and is dominated by a number of
large variable product companies with strong distribution, name
recognition and wholesaling capabilities.  Increasing competition
from traditional insurance carriers as well as banks and mutual
fund companies offer consumers many choices.  However, overall
demand for variable products remains strong for several reasons
including: strong stock market performance over the last five
years; relatively low interest rates; an aging U. S. population
that is increasingly concerned about retirement and estate
planning, as well as maintaining their standard of living in
retirement; and potential reductions in government and employer-
provided benefits at retirement as well as lower public confidence
in the adequacy of those benefits.

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

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

                       RESULTS OF OPERATIONS

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

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

The purchase price was allocated to EIC and its subsidiaries with
$227.6 million allocated to the Companies. Goodwill of $1.4
billion was established for the excess of the merger cost over the
fair value of the assets and liabilities of EIC with $151.1
million attributed to the Companies. Goodwill resulting

                                    40

<PAGE>
<PAGE>

from the merger is being amortized over 40 years on a straight-line
basis. The carrying value will be reviewed periodically for any
indication of impairment in value.

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

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

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

<TABLE>

THE FIRST NINE MONTHS OF 1999 COMPARED TO THE SAME PERIOD OF 1998

PREMIUMS.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED SEPTEMBER 30          1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
<S>                                   <C>             <C>           <C>        <C>
Variable annuity premiums:
  Separate account................    $1,783.5        64.9%         $702.1     $1,081.4
  Fixed account...................       539.4        55.6           192.8        346.6
                                      --------        ----          ------     --------
Total variable annuity premiums...     2,322.9        62.7           894.9      1,428.0
Variable life premiums............        7.0        (38.9)           (4.4)        11.4
                                      --------        ----          ------     --------
Total premiums....................    $2,329.9        61.9%         $890.5     $1,439.4
                                      ========        ====          ======     ========
</TABLE>

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

Variable annuity separate account premiums increased 64.9% during the
first nine months of 1999. The fixed account portion of the Companies'
variable annuity premiums increased 55.6% during the first nine months
of 1999.  These increases resulted from increased sales of the Premium
Plus variable annuity product.

Premiums, net of reinsurance, for variable products from two
significant broker/dealers each having at least ten percent of total
sales for the nine months ended September 30, 1999 totaled $664.2
million, or 29% of total premiums ($142.6 million, or 10%, from the
one significant broker/dealer for the nine months ended September 30,
1998).

                                    41

<PAGE>
<PAGE>

<TABLE>
REVENUES.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED JUNE 30                1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
<S>                                   <C>          <C>              <C>          <C>
Annuity and interest sensitive
  life product charges............    $  55.2        104.5%        $ 28.2       $ 27.0
Management fee revenue............        6.8        107.4            3.5          3.3
Net investment income.............       42.7         45.7           13.4         29.3
Realized gains(losses) on
  investments.....................       (2.2)      (607.5)          (2.6)         0.4
Other income......................        7.4         55.0            2.6          4.8
                                      -------       ------         ------       ------
Total premiums....................    $ 109.9         69.6%        $ 45.1       $ 64.8
                                      =======       ======         ======       ======
</TABLE>


Total revenues increased 69.6% in the first nine months of 1999 from
the same period in 1998. Annuity and interest sensitive life product
charges increased 104.5% in the first nine months of 1999 due to
additional fees earned from the increasing block of business
in the separate accounts.

Golden American provides certain managerial and supervisory services
to Directed Services, Inc. ("DSI"). The fee paid to Golden American
for these services, which is calculated as a percentage of average
assets in the variable separate accounts, was $6.8 million and $3.3
million for the first nine months of 1999 and 1998, respectively.

Net investment income increased 45.7% in the first nine months of 1999
due to growth in invested assets from September 30, 1998.  The
Companies had $2.2 million of realized losses resulting from the
writedown of two fixed maturities in the second quarter of 1999 and
from the sale of investments in the first nine months of 1999,
compared to gains of $0.4 million in the same period of 1998.  Other
income increased $2.6 million to $7.4 million in the first nine months
of 1999 due primarily to income received due to a modified coinsurance
agreement with an unaffiliated reinsurer, which was offset by a
reduction in the Companies' deferred policy acquisition costs.

EXPENSES. Total insurance benefits and expenses increased $44.5
million, or 84.6%, to $97.0 million in the first nine months of 1999.
Interest credited to account balances increased $61.3 million, or
95.6%, to $125.4 million in the first nine months of 1999.  The extra
credit bonus on the Premium Plus variable annuity product increased
$49.9 million to $85.7 million at September 30, 1999 resulting in an
increase in interest credited during the first nine months of 1999
compared to the same period in 1998.  The bonus interest on the fixed
account increased $2.6 million to $7.6 million at September 30, 1999
resulting in an increase in interest credited during the first nine
months of 1999 compared to the same period in 1998. The remaining
increase in interest credited relates to higher account balances
associated with the Companies' fixed account option within the
variable products.

Commissions increased $49.6 million, or 58.4%, to $134.6 million in
the first nine months of 1999. Insurance taxes, state licenses, and
fees increased $0.9 million, or 32.3%, to $3.5 million in the first
nine months of 1999. Changes in commissions and insurance taxes, state
licenses, and fees are generally related to changes in the level and
composition of variable product sales. Insurance taxes, state
licenses, and fees are impacted by several other factors, which
include an increase in FICA taxes primarily due to bonuses and
expenses for the triennial insurance department examination of Golden
American.  Most costs incurred as the result of sales have been deferred,
thus having very little impact on current earnings.

General expenses increased $24.1 million, or 102.5%, to $47.6 million
in the first nine months of 1999. Management expects general expenses
to continue to increase in 1999 as a result of the emphasis on
expanding the salaried wholesaler distribution network and the growth
in sales.  The Companies use a network of wholesalers to distribute
products and the salaries and sales bonuses of these wholesalers are
included in

                                    42

<PAGE>
<PAGE>

general expenses. The portion of these salaries and
related expenses that varies directly with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from DSI and Equitable Life, an affiliate, for certain advisory,
computer, and other resources and services provided by Golden
American.

The Companies' previous balances of deferred policy acquisition costs
("DPAC"), value of purchased insurance in force ("VPIF"), and unearned
revenue reserve were eliminated and an asset of $44.3 million
representing VPIF was established for all policies in force at the
merger date.  During the first nine months of 1999, VPIF was adjusted
to increase amortization by $0.7 million to reflect changes in the
assumptions related to the timing of estimated gross profits.  During
the first nine months of 1998, VPIF decreased $2.7 million to adjust
the value of other receivables and increased $0.2 million as a result
of an adjustment to the merger costs.  Amortization of DPAC increased
$15.7 million, or 390.7%, in the first nine months of 1999.  This
increase resulted from growth in policy acquisition costs deferred
from $133.6 million at September 30, 1998 to $244.8 million at
September 30, 1999, which was generated by expenses associated with
the large sales volume experienced since September 30, 1998.  Based on
current conditions and assumptions as to the impact of future events
on acquired policies in force, the expected approximate net
amortization relating to VPIF as of September 30, 1999 is $1.1 million
for the remainder of 1999, $4.3 million in 2000, $4.0 million in 2001,
$3.6 million in 2002, $3.2 million in 2003, and $2.4 million in 2004.
Actual amortization may vary based upon changes in assumptions and
experience.

Amortization of goodwill during the first nine months of 1999 totaled
$2.8 million, unchanged from the first nine months of 1998.  Goodwill
resulting from the merger is being amortized on a straight-line basis
over 40 years.

Interest expense on the $25 million surplus note issued in December
1996 and expiring December 2026 was $1.5 million in the first nine
months of 1999, unchanged from the same period of 1998.  Interest
expense on the $60 million surplus note issued in December 1998 and
expiring December 2028 was $3.3 million in the first nine months of
1999. Golden American also paid $0.7 million in the first nine months
of 1999 compared to $1.3 million in the same period of 1998 to ING
America Insurance Holdings, Inc. ("ING AIH") for interest on the
reciprocal loan agreement. Interest expense on the revolving note
payable with SunTrust Bank, Atlanta was $0.1 million for the first
nine months of 1999.  In addition, Golden American paid interest of
$0.2 million during the first quarter of 1998 on the line of
credit with Equitable, which was repaid with a capital contribution
from the Parent and with funds borrowed from ING AIH.

INCOME.  Net income for the first nine months of 1999 was $3.6
million, a decrease of $1.3 million from net income of $4.9 million in
the same period of 1998.

Comprehensive loss for the first nine months of 1999 was $18,000, a
decrease of $5.5 million from comprehensive income of $5.5 million in
the same period of 1998.

                                    43

<PAGE>
<PAGE>

1998 COMPARED TO 1997

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

PREMIUMS.

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

</TABLE>

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

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

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

REVENUES.

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

</TABLE>

                                    44

<PAGE>
<PAGE>

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

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

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

EXPENSES.

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

</TABLE>

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

                                    45

<PAGE>
<PAGE>

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

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

At the merger date, the Companies' deferred policy acquisition costs
("DPAC"), previous balance of value of purchased insurance in force
("VPIF") and unearned revenue reserve were eliminated and a new asset
of $44.3 million representing VPIF was established for all policies in
force at the merger date. During 1998, VPIF was adjusted to reduce
amortization by $0.2 million to reflect changes in the assumptions
related to the timing of future gross profits. VPIF decreased $2.6
million in the second quarter of 1998 to adjust the value of other
receivables recorded at the time of merger and increased $0.2 million
in the first quarter of 1998 as the result of an adjustment to the
merger costs. The amortization of VPIF and DPAC increased $1.1
million, or 13.0%, in 1998. During the second quarter of 1997, VPIF
was adjusted by $2.3 million to reflect narrower spreads than the
gross profit model assumed.

Amortization of goodwill for the year ended December 31, 1998 totaled
$3.8 million compared to $2.0 million for the year ended December 31,
1997.

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

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

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

1997 COMPARED TO 1996

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

                                    46

<PAGE>
<PAGE>

PREMIUMS.

<TABLE>

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

</TABLE>


<TABLE>


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

</TABLE>

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

                                    47

<PAGE>
<PAGE>

REVENUES.

<TABLE>

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

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

</TABLE>

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

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

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


                                    48

<PAGE>
<PAGE>

EXPENSES.

<TABLE>

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

</TABLE>


<TABLE>

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

</TABLE>

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

Commissions increased 37.3%, or $9.8 million, in 1997 from $26.5
million in 1996.  Insurance taxes increased 23.3%, or $0.4 million, in
1997 from $1.9 million in 1996.  Increases and decreases in
commissions and insurance taxes are generally related to changes in
the level of variable product sales.

                                    49

<PAGE>
<PAGE>

Insurance taxes are also impacted by several other factors which include
an increase in FICA taxes primarily due to bonuses and an increase in
state licenses and fees.  Most costs incurred as the result of new sales
were deferred, thus having very little impact on earnings.

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

During the second quarter of 1997, present value of in force acquired
("PVIF") was unlocked by $2.3 million to reflect narrower current
spreads than the gross profit model assumed.  The Company's deferred
policy acquisition costs ("DPAC"), previous balance of PVIF and
unearned revenue reserve, as of the merger date, were eliminated and
an asset of $44.3 million representing PVIF was established for all
policies in force at the merger date.  The amortization of PVIF and
DPAC increased $2.4 million, or 37.1%, in 1997. Based on current
conditions and assumptions as to the impact of future events on
acquired policies in force, the expected approximate net amortization
for the next five years, relating to the PVIF as of December 31, 1997,
is $6.2 million in 1998, $6.0 million in 1999, $5.6 million in 2000,
$5.0 million in 2001 and $4.2 million in 2002.

Amortization of goodwill for the year ended December 31, 1997 totaled
$2.0 million compared to $0.6 million for the year ended December 31,
1996.

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

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

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

INVESTMENTS.  The financial statement carrying value and amortized
cost basis of the Companies' total investment portfolio grew 8.7% and
10.5%, respectively, during the first nine months of 1999.  All of the
Companies' investments, other than mortgage loans on real estate, are
carried at fair value in the Companies' financial statements. As such,
growth in the carrying value of the Companies' investment portfolio
included changes in unrealized appreciation and depreciation of fixed
maturities as well as growth in the cost basis of these securities.
Growth in the cost basis of the Companies' investment portfolio
resulted from the investment of premiums from the sale of the
Companies' fixed account options. The Companies manage the growth of
insurance operations in order to maintain adequate capital ratios. To
support the fixed account options of the Companies' variable insurance
products, cash flow was invested primarily in fixed maturities and
short-term investments.

At September 30, 1999 and December 31, 1998, the Companies had no
investments in default. At September 30, 1999 and December 31, 1998,
the Companies' investment portfolio had a yield of 6.6% and 6.4%,
respectively.

                                    50

<PAGE>
<PAGE>

The Companies estimate the total investment portfolio, excluding
policy loans, had a fair value approximately equal to 98.0%
of amortized cost value at September 30, 1999 (100.2% at December
31, 1998).

Fixed Maturities: At September 30, 1999, the Companies had fixed
maturities with an amortized cost of $815.0 million and an estimated
fair value of $798.7 million. At December 31, 1998, the Companies had
fixed maturities with an amortized cost of $739.8 million and an
estimated fair value of $742.0 million.

The Companies classify 100% of securities as available for sale. At
September 30, 1999, net unrealized depreciation on fixed maturities of
$16.3 million was comprised of gross appreciation of $0.8 million and
gross depreciation of $17.1 million.  Net unrealized holding losses on
these securities, net of adjustments to VPIF, DPAC, and deferred
income taxes of $4.0 million, was included in stockholder's equity at
September 30, 1999.  At December 31, 1998 net unrealized appreciation
of fixed maturities of $2.2 million was comprised of gross
appreciation of $6.7 million and gross depreciation of $4.5 million.
Net unrealized holding gains on these securities, net of adjustments
to VPIF, DPAC, and deferred income taxes of $1.0 million was included
in stockholder's equity at December 31, 1998.

The individual securities in the Companies' fixed maturities portfolio
(at amortized cost) include investment grade securities, which include
securities issued by the U.S. government, its agencies, and
corporations, that are rated at least A- by Standard & Poor's ($528.0
million or 64.8% at September 30, 1999 and $477.4 million or 64.5% at
December 31, 1998), that are rated BBB+ to BBB- by Standard & Poor's
($138.0 million or 16.9% at September 30, 1999 and $124.0 million or
16.8% at December 31, 1998) and below investment grade securities
which are securities issued by corporations that are rated BB+ to CCC-
by Standard & Poor's ($72.3 million or 8.9% at September 30, 1999 and
$51.6 million or 7.0% at December 31, 1998). Securities not rated by
Standard & Poor's had a National Association of Insurance
Commissioners ("NAIC") rating of 1, 2, 3 or 4 ($76.7 million or 9.4%
at September 30, 1999 and $86.8 million or 11.7% at December 31,
1998). The Companies' fixed maturity investment portfolio had a
combined yield at amortized cost of 6.6% at September 30, 1999 and
6.5% at December 31, 1998.

Fixed maturities rated BBB+ to BBB- may have speculative
characteristics and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity of the
issuer to make principal and interest payments than is the case with
higher rated fixed maturities.

At September 30, 1999, the amortized cost value of the Companies'
total investment in below investment grade securities, excluding
mortgage-backed securities, was $73.7 million, or 7.4%, of the
Companies' investment portfolio ($52.7 million, or 5.9%, at December
31, 1998).  The Companies intend to purchase additional below
investment grade securities but do not expect the percentage of the
portfolio invested in such securities to exceed 10% of the investment
portfolio.  At September 30, 1999, the yield at amortized cost on the
Companies' below investment grade portfolio was 7.8% compared to 6.6%
for the Companies' investment grade corporate bond portfolio.  AAt
December 31, 1998, the yield at amortized cost on the Companies' below
investment grade portfolio was 7.9% compared to 6.4% for the
Companies' investment grade corporate bond portfolio.  The Companies
estimate the fair value of the below investment grade portfolio was
$70.5 million, or 95.6% of amortized cost value, at September 30, 1999
($51.7 million, or 98.1% of amortized cost value, at December 31,
1998).

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

                                    51

<PAGE>
<PAGE>

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

During the nine months ended September 30, 1999 and Ifor the year
ended December 31, 1998, fixed maturities designated as available for
sale with a combined amortized cost of $170.6 million and $145.3
million, respectively, were called or repaid by their issuers. In
total, net pre-tax losses from sales, calls, and repayments of fixed
maturities amounted to $2.2 million and $0.5 million, for the first
nine months of 1999 and for the year ended December 31, 1998,
respectively.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value. As a result, at December 31, 1998, Golden American
recognized a total pre-tax loss of approximately $1.0 million to
reduce the carrying value of the bonds to their combined net
realizable value of $2.9 million.  During the second quarter of 1999,
further information was received regarding these bonds and Golden
American determined that the carrying value of the two bonds exceeded
their estimated net realizeable value.  As a result, at June 30, 1999
Golden American recognized a total pre-tax loss of approximately $1.6
million to further reduce the carrying value of the bonds to their
combined net realizeable value of $1.1 million.

Equity Securities: At September 30, 1999 and December 31, 1998,
Eequity securities represented 1.5% and 1.6%, respectively, of the
Companies' investment portfolio. At September 30, 1999 and December
31, 1998, the Companies owned equity securities with a cost of $14.4
million and an estimated fair value of $13.7 million and $11.5
million, respectively.  At September 30, 1999, net unrealized
depreciation of equity securities of $0.7 million was comprised of
gross appreciation of $0.3 million and gross depreciation of
$1.0 million at December 31, 1998 net unrealized depreciation of
equity securities was comprised entirely of gross depreciation of
$2.9 million .  Equity securities are primarily comprised of
investments in shares of the mutual funds underlying the Companies'
registered separate accounts.

Mortgage Loans on Real Estate: Mortgage loans on real estate
represented 9.5% and 10.9% of the Companies' investment portfolio at
September 30, 1999 and at December 31, 1998, respectively. Mortgages
outstanding at amortized cost were $93.9 million September 30, 1999
with an estimated fair value of $91.2 million. Mortgages outstanding
were $97.3 million at December 31, 1998 with an estimated fair value
of $99.8 million. At September 30, 1999, the Companies' mortgage loan
portfolio included 57 loans with an average size of $1.6 million and
average seasoning of 0.8 years if weighted by the number of loans. At
December 31, 1998, Tthe Companies' mortgage loan portfolio includeds
57 loans with an average size of $1.7 million and average seasoning of
0.9 years if weighted by the number of loans. The Companies' mortgage
loans on real estate are typically secured by occupied buildings in
major metropolitan locations and not speculative developments and are
diversified by type of property and geographic location.

Mortgage loans on real estate have been analyzed by geographical
location with concentrations by state identified as California (12% in
1998 and 1997), Utah (11% in 1998, 13% in 1997) and Georgia (10% in
1998, 11% in 1997).  There are no other concentrations of mortgage
loans in any state exceeding ten percent at December 31, 1998 and
1997.  Mortgage loans on real estate have also been analyzed by
collateral type with significant concentrations identified in office
buildings (36% in 1998, 43% in 1997), industrial buildings (32% in
1998, 33% in 1997) and retail facilities (20% in 1998, 15% in 1997).
As of September 30, 1999, there have been no significant changes to
the concentrations of mortgage loans on real estate compared to December
31, 1998.  At September 30, 1999 and December 31, 1998, the yield on
the Companies' mortgage loan portfolio was 7.3%.

                                    52

<PAGE>
<PAGE>

At September 30, 1999 and December 31, 1998, no mortgage loan on real
estate was delinquent by 90 days or more. The Companies' loan
investment strategy is consistent with other life insurance
subsidiaries of ING in the U.S. The insurance subsidiaries of EIC have
experienced a historically low default rate in their mortgage loan
portfolios.

OTHER ASSETS.  Accrued investment income increased $2.3 million during
the first nine months of 1999 due to an increase in the overall size
of the portfolio resulting from the investment of premiums allocated
to the fixed account options of the Companies' variable products.

DPAC represents certain deferred costs of acquiring insurance
business, principally first year commissions and interest bonuses,
extra credit bonuses and other expenses related to the production of
new business after the merger. The Companies' previous balances of
DPAC and VPIF were eliminated as of the merger date, and an asset
representing VPIF was established for all policies in force at the
merger date. VPIF is amortized into income in proportion to the
expected gross profits of in force acquired business in a manner
similar to DPAC amortization. Any expenses which vary directly with
the sales of the Companies' products are deferred and amortized. At
September 30, 1999, the Companies had DPAC and VPIF balances of $439.2
million and $33.0 million ($205.0 million and $36.0 million,
respectively at December 31, 1998). During the first nine months of
1998, VPIF decreased $2.7 million to adjust the value of other
receivables and increased $0.2 million as a result of an adjustment to
the merger costs.

Property and equipment increased $5.7 million, or 77.1%, during the
first nine months of 1999, due to the purchase of furniture and other
equipment for Golden American's new offices in West Chester,
Pennsylvania.  Property and equipment increased $5.8 million during
1998, due to installation of a new policy administration system,
introduction of an imaging system as well as the growth in the
business.

Goodwill totaling $151.1 million, representing the excess of the
acquisition cost over the fair value of net assets acquired, was
established at the merger date. Accumulated amortization of goodwill
as of September 30, 1999 and December 31, 1998 was $7.2 million and
$4.4 million, respectively.

Other assets increased $35.8 million during the first nine months of
1999 due mainly to an increase in a receivable from the separate
account.  Other assets increased $5.5 million during 1998 due mainly
to an increase in amounts due from an unaffiliated reinsurer under a
modified coinsurance agreement.

At September 30, 1999, the Companies had $5.6 billion of separate
account assets compared to $3.4 billion at December 31, 1998. The
increase in separate account assets resulted from market appreciation,
increased transfer activity, and sales of the Companies' variable
annuity products, net of redemptions. At December 31, 1998, the
Companies had $3.4 billion of separate account assets compared to $1.6
billion at December 31, 1997. The increase in separate account assets
resulted from market appreciation and growth in sales of the
Companies' variable annuity products, net of redemptions.

At September 30, 1999, the Companies had total assets of $7.3 billion,
a 53.9% increase from December 31, 1998.  At December 31, 1998,
the Companies had total assets of $4.8 billion, an increase of 94.3%
from December 31, 1997.

LIABILITIES.  In conjunction with the volume of variable annuity
sales, the Companies' total liabilities increased $2.5 billion, or
55.9%, during the first nine months of 1999 and totaled $6.9 billion
at September 30, 1999.  At September 30, 1999, future policy benefits
for annuity and interest sensitive life products increased $128.3
million, or 14.6%, to $1.0 billion reflecting premium growth in the
Companies' fixed account options of its variable products, net of
transfers to the separate accounts. Market appreciation, increased
transfer activity, and premiums, net of redemptions, accounted for the
$2.2 billion, or 64.9%, increase in separate account liabilities to
$5.6 billion at September 30, 1999.

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

                                    53

<PAGE>
<PAGE>

On September 30, 1999, Golden American issued a $75 million, 7.75%
surplus note to ING AIH, which matures on September 29, 2029.

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

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

At September 30, 1999, other liabilities increased $47.5 million from
$32.6 million at December 31, 1998, due primarily to increases in
securities payables and remittances to be applied.

At December 31, 1998, other liabilities increased $15.3 million from
$17.3 million at December 31, 1997, due primarily to increases in
accounts payable, outstanding checks, guaranty fund assessment
liability, and pension liability.

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

STOCKHOLDER'S EQUITY. Additional paid-in capital increased $100.0
million, or 28.8%, from December 31, 1998 to $447.6 million at
September 30, 1999 due to capital contributions from the Parent.
Additional paid-in capital increased $122.6 million, or 54.5%, from
December 31, 1997 to $347.6 million at December 31, 1998 primarily due
to capital contributions from the Parent.


                    LIQUIDITY AND CAPITAL RESOURCES

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

Net cash used in operating activities was $60.0 million in the first
nine months of 1999 compared to $22.7 million in the same period of
1998. Net cash used in operating activities was $63.9 million in 1998
compared to $4.8 million in 1997. The Companies have predominantly had
negative cash flows from operating activities since Golden American
started issuing variable insurance products in 1989. These negative
operating cash flows result primarily from the funding of commissions
and other deferrable expenses related to the continued growth in the
variable annuity products. The 1998 increase in net cash used in
operating activities resulted principally from the introduction of
Golden American's extra premium credit product in October 1997. In
1998, $54.4 million in extra premium credits was added to contract
holders' account values versus $2.8 million in 1997.

Net cash used in investing activities was $111.3 million during the
first nine months of 1999 as compared to $224.5 million in the same
period of 1998.  This decrease is primarily due to greater net
purchases of fixed maturities, equity securities, and mortgage loans
on real estate during the first nine months of 1998 than in the same
period of 1999.  Net purchases of fixed maturities reached $79.7
million during the first nine months of 1999 versus $199.0 million in
the same period of 1998.  Net sales of mortgage loans on real estate
were $3.2 million during the first nine months of 1999 compared to net
purchases of $13.2 million during the first nine months of 1998.

Net cash used in investing activities was $390.0 million during 1998
as compared to $198.5 million in 1997. This increase is primarily due
to greater net purchases of fixed maturities resulting from an
increase in funds available from net fixed account deposits. Net
purchases of fixed maturities reached

                                    54

<PAGE>
<PAGE>

$331.3 million in 1998 versus $135.3 million in 1997. Net purchases
of mortgage loans on real estate, on the other hand, declined to $12.6
million from $51.2 at December 31, 1997in the prior year. In 1998,
net purchases of short-term investments were unusually high due to
the investment of the remaining proceeds of Golden American's $60.0
million surplus note issued on December 30, 1998.

Net cash provided by financing activities was $177.5 million during
the first nine months of 1999 compared to $245.1 million during the
same period of 1998. In the first nine months of 1999, net cash
provided by financing activities was positively impacted by net fixed
account deposits of $441.7 million compared to $300.0 million in the
same period of 1998.  This increase was offset by net reallocations to
the Companies' separate accounts, which increased to $439.2 million
from $163.5 million during the prior year, and by a decrease in net
borrowings of $54.8 million in the first nine months of 1999 compared
to the first nine months of 1998.  In the first nine months of 1999,
another important source of cash provided by financing activities was
$100.0 million in capital contributions from the Parent compared to
$53.8 million in the first nine months of 1998. In addition, another
source of cash provided by financing activities during the third
quarter of 1999 was $75.0 million in proceeds from a surplus note
with ING AIH.

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

The Companies' liquidity position is managed by maintaining adequate
levels of liquid assets, such as cash or cash equivalents and short-
term investments. Additional sources of liquidity include borrowing
facilities to meet short-term cash requirements. Golden American
maintains a $65.0 million reciprocal loan agreement with ING AIH,
which expires on December 31, 2007.  In addition, the Companies
have an $85.0 million revolving note facility with SunTrust Bank,
Atlanta, which expires on July 31, 2000.  Management believes that
these sources of liquidity are adequate to meet the Companies'
short-term cash obligations.

Based on current trends, the Companies expect to continue to use net
cash in operating activities, given the continued growth of the
variable annuity products. It is anticipated that a continuation of
capital contributions from the Parent and the issuance of additional
surplus notes will cover these net cash outflows. ING is committed to
the sustained growth of Golden American.  During 1999, ING will
maintain Golden American's statutory capital and surplus at the end of
each quarter at a level such that: 1) the ratio of Total Adjusted
Capital divided by Company Action Level Risk Based Capital exceeds
300%; 2) the ratio of Total Adjusted Capital (excluding surplus notes)
divided by Company Action Level Risk Based Capital exceeds 200%; and
3) Golden American's statutory capital and surplus exceeds the
"Amounts Accrued for Expense Allowances Recognized in Reserves" as
disclosed on page 3, Line 13A of Golden American's Statutory
Statement.

During the first quarter of 1999, Golden American's operations were
moved to a new site in West Chester, Pennsylvania.  During the third
quarter of 1999, Golden American occupied an additional 20,000 square
feet and currently occupies 85,000 square feet of leased space, its
affiliate occupies 20,000 square feet, and it has made commitments for
an additional 20,000 square feet to be occupied by itself or its
affiliates during the fourth quarter of 1999.  Previously, Golden
American's home office operations were housed in leased locations in
Wilmington, Delaware and various locations in Pennsylvania, which were
leased on a short-term basis for use in the transition to the new
office building. Golden American's New York subsidiary is housed in
leased space in New York, New York. The Companies intend to spend
approximately $1.0 million on capital needs during the remainder of
1999.

The ability of Golden American to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed an
annual
                                    55

<PAGE>
<PAGE>

limit. During 1999, Golden American cannot pay dividends to its
Parent without prior approval of statutory authorities.

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

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

Reinsurance:  At September 30, 1999 and at December 31, 1998, Golden
American had reinsurance treaties with four unaffiliated reinsurers
and one affiliated reinsurer covering a significant portion of the
mortality risks under its variable contracts. Golden American remains
liable to the extent its reinsurers do not meet their obligations
under the reinsurance agreements.

                                    56

<PAGE>
<PAGE>



                  MARKET RISK AND RISK MANAGEMENT

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

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

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

                                    57

<PAGE>
<PAGE>

On the basis of these analyses, management believes there is no
material solvency risk to the Companies. With respect to a 10%
drop in equity values from year-end 1998 levels, variable separate
account funds, which represent 85% of the in force as of
September 30, 1999, pass the risk in underlying fund performance
to the contract holder (except for certain minimum guarantees that
are mostly reinsured).  With respect to interest rate movements
up or down 100 basis points from year-end 1998 levels, the
remaining 15% of the in force as of September 30, 1999 are fixed
account funds and almost all of these have market value adjustments
which provide significant protection against changes in interest
rates.


     CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

                                    58

<PAGE>
<PAGE>

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

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

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

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

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


                         OTHER INFORMATION

SEGMENT INFORMATION.  During the period since the acquisition by
Bankers Trust, September 30, 1992 to date of this Prospectus,
Golden American's operations consisted of one business segment,
the sale of annuity and life insurance products. Golden American
and its affiliate DSI are party to in excess of 140 sales
agreements with broker-dealers, three of whom, Locust Street
Securities, Inc., Vestax Securities Corporation, and Multi-
Financial Securities Corporation, are affiliates of Golden
American. As of September 30, 1999, two broker-dealers produce
10% or more of Golden American's product sales.

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

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

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

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

Pursuant to a service agreement between Golden American and Equitable
Life, Equitable Life provides certain administrative, financial and
other services to Golden American.  Equitable Life billed Golden

                                    59

<PAGE>
<PAGE>

American and its subsidiary First Golden American Life Insurance
Company of New York ("First Golden"), $0.9 million, $1.1 million,
and $29,000 for the first nine months of 1999 and the years ended
December 31, 1998 and 1997, respectively, under this service
agreement.

Golden American provides to DSI certain of its personnel to perform
management, administrative and clerical services and the use of
certain facilities. Golden American charges DSI for such expenses and
all other general and administrative costs, first on the basis of
direct charges when identifiable, and the remainder allocated based on
the estimated amount of time spent by Golden American's employees on
behalf of DSI.  In the opinion of management, this method of cost
allocation is reasonable.  In 1995, the service agreement between DSI
and Golden American was amended to provide for a management fee from
DSI to Golden American for managerial and supervisory services
provided by Golden American. This fee, calculated as a percentage of
average assets in the variable separate accounts, was $6.8 million,
$4.8 million, $2.8 million and $2.3 million for the first nine months
of 1999, and the years of 1998, 1997 and 1996, respectively.

Since January 1, 1998, Golden American and First Golden have had an
asset management agreement with ING Investment Management LLC ("ING
IM"), an affiliate, in which ING IM provides asset management and
accounting services for a fee, payable quarterly. For the first nine
months of 1999 and for the year ended December 31, 1998, Golden
American and First Golden incurred fees of $1.6 million and $1.5 million,
respectively, under this agreement.  Prior to 1998, Golden American and
First Golden had a service agreement with Equitable Investment Services,
Inc. ("EISI"), an affiliate, in which EISI provided investment
management services.  Golden American and First Golden paid fees of
$1.0 million for 1997 and $72,000 for the period from August 14,
1996 through December 31, 1996, respectively.

Since 1997, Golden American has provided certain advisory, computer
and other resources and services to Equitable Life. Revenues for these
services totaled $0.9 million for the first nine months of 1999,
$5.8 million for 1998 and $4.3 million for 1997.

The Companies provide resources and services to DSI.  Revenues for
these services totaled $0.8 million for the first nine months of 1999.

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate.  Revenues for these services
totaled $0.4 million for the first nine months of 1999 and $2.1
million for 1998.

DISTRIBUTION AGREEMENT.  Under a distribution agreement, DSI acts as
the principal underwriter (as defined in the Securities Act of 1933
and the Investment Company Act of 1940, as amended) of the variable
insurance products issued by Golden American which as of September 30,
1999 and December 31, 1998, are sold primarily through two
broker/dealer institutions. For the nine months ended September 30,
1999 and the years 1998, 1997 and 1996, commissions paid by Golden
American to DSI (including commissions paid by First Golden)
aggregated $130.4 million, $117.5 million, $36.4 million and $27.1
million, respectively.

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

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

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

STATE REGULATION.  Golden American is subject to the laws of the
State of Delaware governing insurance companies and to the
regulations of the Delaware Insurance Department (the "Insurance
Department").  A detailed financial statement in the prescribed
form (the "Annual Statement") is filed with the Insurance
Department each year covering Golden American's operations for the
preceding year and its financial condition as of the end of that
year.  Regulation by the Insurance Department includes periodic
examination to determine contract liabilities and reserves so that
the Insurance Department may certify

                                    60

<PAGE>
<PAGE>

that these items are correct. Golden American's books and accounts are
subject to review by the Insurance Department at all times.  A full
examination of Golden American's operations is conducted periodically
by the Insurance Department and under the auspices of the NAIC.

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

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

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

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

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

                                    61

<PAGE>
<PAGE>

DIRECTORS AND OFFICERS

NAME (AGE)                    POSITION(S) WITH THE COMPANY
----------                    ----------------------------
Barnett Chernow (50)          President and Director
Myles R. Tashman (57)         Director, Executive Vice President,
                              General Counsel and Secretary
Michael W. Cunningham (50)    Director
Mark A. Tullis (44)           Director
Phillip R. Lowery (46)        Director
James R. McInnis (51)         Executive Vice President and
                              Chief Marketing Officer
Stephen J. Preston (42)       Executive Vice President and Chief
                              Actuary
E. Robert Koster (41)         Senior Vice President and Chief Financial
                              Officer
Patricia M. Corbett (34)      Treasurer and Assistant V.P.
David L. Jacobson (50)        Senior Vice President and Assistant
                              Secretary
William L. Lowe (35)          Senior Vice President, Sales and Marketing
Ronald R. Blasdell (46)       Senior Vice President, Project Implementation
Steven G. Mandel (40)         Senior Vice President and
                              Chief Information Officer
Gary F. Haynes (54)           Senior Vice President, Operations

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

Mr. Barnett Chernow became President and Director of Golden American
and President of First Golden in April 1998.  From 1993 to 1998, Mr.
Chernow served as Executive Vice President of Golden American.  He was
elected to serve as Executive Vice President and Director of First
Golden in September 1996.

Mr. Myles R. Tashman joined Golden American in August 1994 as
Senior Vice President and was named Executive Vice President,
General Counsel and Secretary effective January 1, 1996. He was
elected to serve as a Director of Golden American in January 1998.
He also serves as a Director, Executive Vice President, General
Counsel and Secretary of First Golden.

Mr. Michael W. Cunningham became a Director of Golden American and
First Golden in April 1999.  Also, he has served as a Director of
Life of Georgia and Security Life of Denver since 1995.
Currently, he serves as Executive Vice President and Chief
Financial Officer of ING North America Insurance Corporation, and
has worked for them since 1991.

Mr. Mark A. Tullis became a Director of Golden American in January
2000. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September 1999.

                                    62

<PAGE>
<PAGE>

Mr. Phillip R. Lowery became a Director of Golden American in
April 1999.  He has served as Executive Vice President and Chief
Actuary for ING Americas Region since 1990.

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

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

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

Mr. David L. Jacobson joined Golden American in November 1993 as
Senior Vice President and Assistant Secretary.

Mr. Stephen J. Preston joined Golden American in December, 1993 as
Senior Vice President, Chief Actuary and Controller. He became an
Executive Vice President and Chief Actuary in June 1998.

Mr. William L. Lowe joined Equitable Life as Vice President, Sales
& Marketing in January 1994. He became a Senior Vice President,
Sales & Marketing, of Golden American in August 1997. He was also
President of Equitable of Iowa Securities Network, Inc. until
October 1998.

Mr. Steven G. Mandel joined Golden American in October 1988 and
became Senior Vice President and Chief Information Officer in
June 1998.

Mr. Ronald R. Blasdell joined Golden American in February 1994 and
became Senior Vice President, Project Implementation in June 1998.

Mr. Gary Haynes joined Golden American in April 1999 and became
Senior Vice President, Operations in April 1999.


COMPENSATION TABLES AND OTHER INFORMATION

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

                                    63

<PAGE>
<PAGE>

EXECUTIVE COMPENSATION TABLE

The following table sets forth information with respect to the
annual salary and bonus for Golden American's Chief Executive
Officers and the five other most highly compensated executive
officers for the fiscal year ended December 31, 1998.  As of
the date of this prospectus 1999 data was not yet available.

<TABLE>
                                                            LONG-TERM            ALL OTHER
                              ANNUAL COMPENSATION         COMPENSATION         COMPENSATION
                              -------------------   ------------------------   ------------
                                                     RESTRICTED   SECURITIES
NAME AND                                            STOCK AWARDS  UNDERLYING
PRINCIPAL POSITION   YEAR     SALARY     BONUS(1)    OPTIONS(2)   OPTIONS(3)
------------------   ----     ------     --------   ------------  ----------
<S>                  <C>     <C>         <C>          <C>           <C>         <C>
Barnett Chernow,     1998    $284,171    $105,375                   8,000
 President           1997    $234,167    $ 31,859     $277,576      4,000
                     1996    $207,526    $150,000                               $ 7,755(4)

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

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

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

Stephen J. Preston,  1998    $173,870    $ 32,152                 3,500
 Executive Vice      1997    $160,758    $ 16,470
 President           1996    $156,937    $ 58,326
 and Chief Actuary

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

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

</TABLE>

 (1) The amount shown relates to bonuses paid in 1998, 1997
     and 1996.
 (2) Restricted stock awards granted to executive officers
     vested on October 24, 1997 with the change in control of
     Equitable of Iowa.
 (3) Awards comprised of qualified and non-qualified stock
     options. All options were granted with an exercise price equal
     to the then fair market value of the underlying stock.  All
     options vested with the change in control of Equitable of Iowa
     and were cashed out for the difference between $68.00 and the
     exercise price.
 (4) In 1996, Contributions were made by the Company on behalf
     of the employee to PartnerShare, the deferred compensation
     plan sponsored by Bankers Trust New York Corporation and its
     affiliates for the benefit of all Bankers Trust employees, in
     February of 1996 to employees on record as of  December 31,
     1996, after an employee completed one year of service with the
     company.  This contribution could be in the form of deferred
     compensation and/or a cash payment.  In 1996, Mr. Kendall
     received $9,000 of deferred compensation and $2,535 of cash
     payment from the plan;  Mr. Chernow received $6,000 of
     deferred compensation and $1,755 of cash payment from the
     plan; Mr. Tashman received $4,000 of deferred compensation and
     $1,127 of cash payment from the plan.

                                    64

<PAGE>
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR (1998)

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

</TABLE>

 (1) Stock appreciation rights granted on May 26, 1998 to the
     officers of Golden American have a three-year vesting period
     and an expiration date as shown.
 (2) The base price was equal to the fair market value of
     ING's stock on on the date of grant.
 (3) Total dollar gains based on indicated rates of
     appreciation of share price over a the five year term of the
     rights.

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

                                    65

<PAGE>
<PAGE>


[Shaded Section Header]
--------------------------------------------------------------------------
  UNAUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------
For the Nine Months Ended September 30, 1999


                                          66

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                       (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                            September 30, 1999  December 31, 1998
                                            ------------------  -----------------
<S>                                             <C>                 <C>
ASSETS
Investments:
 Fixed maturities, available for sale, at
  fair value (cost:  1999 -- $815,027;
  1998 -- $739,772)                           $  798,708          $  741,985
 Equity securities, at fair value (cost:          13,679              11,514
  1999 -- $14,437; 1998 -- $14,437)
 Mortgage loans on real estate                    93,884              97,322
 Policy loans                                     13,454              11,772
 Short-term investments                           66,519              41,152
                                              ----------          ----------
Total investments                                986,244             903,745

Cash and cash equivalents                         12,908               6,679
Due from affiliates                                1,460               2,983
Accrued investment income                         11,896               9,645
Deferred policy acquisition costs                439,176             204,979
Value of purchased insurance in force             32,984              35,977
Current income taxes recoverable                     204                 628
Deferred income tax asset                         29,690              31,477
Property and equipment, less allowances
 for depreciation of $2,807 in 1999
 and $801 in 1998                                 13,017               7,348
Goodwill, less accumulated amortization
 of $7,242 in 1999 and $4,408 in 1998            143,886             146,719
Other assets                                      42,072               6,239
Separate account assets                        5,598,490           3,396,114
                                              ----------          ----------
Total assets                                  $7,312,027          $4,752,533
                                              ==========          ==========


LIABILITIES  AND  STOCKHOLDER'S  EQUITY
Policy liabilities and accruals:
 Future policy benefits:
  Annuity and interest sensitive life
    products                                  $1,009,382            $881,112
  Unearned revenue reserve                         5,855               3,840
 Other policy claims and benefits                     15                  --
                                              ----------          ----------
                                               1,015,252             884,952

Surplus notes                                    160,000              85,000
Due to affiliates                                  4,328                  --
Other liabilities                                 80,081              32,573
Separate account liabilities                   5,598,490           3,396,114
                                              ----------          ----------
                                               6,858,151           4,398,639

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
  authorized, issued,                              2,500               2,500
  and outstanding  250,000 shares
 Additional paid-in capital                      447,640             347,640
 Accumulated other comprehensive loss             (4,464)               (895)
 Retained earnings                                 8,200               4,649
                                              ----------          ----------
Total stockholder's equity                       453,876             353,894
                                              ----------          ----------
Total liabilities and stockholder's
 equity                                       $7,312,027          $4,752,533
                                              ==========          ==========


                                  See accompanying notes.


</TABLE>                                  67

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)


<TABLE>
<CAPTION>
                                                For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
<S>                                              <C>                 <C>
Revenues:
 Annuity and interest sensitive
  life product charges                           $  55,195           $ 26,984
 Management fee revenue                              6,755              3,257
 Net investment income                              42,671             29,296
 Realized gains (losses) on
  investments                                       (2,215)               436
 Other income                                        7,448              4,805
                                                 ---------           --------
                                                   109,854             64,778
Insurance benefits and expenses:
 Annuity and interest sensitive
  life benefits:
  Interest credited to account                     125,404             64,110
   balances
  Benefit claims incurred in                         3,452                862
   excess of account balances
 Underwriting, acquisition, and
  insurance expenses:
  Commissions                                      134,585             84,958
  General expenses                                  47,551             23,480
  Insurance taxes, state                             3,545              2,680
   licenses, and fees
  Policy acquisition costs                        (244,840)          (133,616)
   deferred
  Amortization:
   Deferred policy acquisition                      19,699              4,014
    costs
   Value of purchased insurance                      4,803              3,252
    in force
   Goodwill                                          2,834              2,834
                                                 ---------           --------
                                                    97,033             52,574
 Interest expense                                    5,552              3,033
                                                 ---------           --------
                                                   102,585             55,607
                                                 ---------           --------
 Income before income taxes                          7,269              9,171

 Income taxes                                        3,718              4,294
                                                 ---------           --------
 Net income                                      $   3,551           $  4,877
                                                 =========           ========


                                 See accompanying notes.


</TABLE>                                  68

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)


<TABLE>
<CAPTION>
                                                For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
<S>                                              <C>                 <C>
NET CASH USED IN OPERATING ACTIVITIES            $ (60,026)          $ (22,666)

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
 Fixed maturities -- available for sale             170,548              92,707
 Mortgage loans on real estate                        4,241               3,145
 Short-term investments  -- net                          --               2,575
                                                 ----------          ----------

                                                    174,789              98,427

Acquisition of investments:
 Fixed maturities -- available for sale            (250,277)           (291,687)
 Equity securities                                       --             (10,000)
 Mortgage loans on real estate                       (1,034)            (16,390)
 Policy loans -- net                                 (1,682)             (1,385)
 Short term investments -- net                      (25,367)                 --
                                                 ----------          ----------
                                                   (278,360)           (319,462)
Net purchase of property and equipment               (7,700)             (3,470)
                                                 ----------          ----------
Net cash used in investing activities              (111,271)           (224,505)

FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement             488,950             242,847
 borrowings
Repayment of reciprocal loan agreement             (488,950)           (202,847)
 borrowings
Proceeds from revolving note payable                131,595              20,082
Repayment of revolving note payable                (131,595)                 --
Proceeds from surplus note                           75,000                  --
Repayment of line of credit borrowings                   --              (5,309)
Receipts from annuity and interest
 sensitive life policies credited
 to account balances                                540,464             350,385
Return of account balances on annuity
 and interest sensitive life policies               (98,715)            (50,370)
Net reallocations to Separate Accounts             (439,223)           (163,455)
Contributions from parent                           100,000              53,750
                                                 ----------          ----------
Net cash provided by financing                      177,526             245,083
 activities
                                                 ----------          ----------

Increase (decrease) in cash and cash
 equivalents                                          6,229             (2,088)

Cash and cash equivalents at beginning
 of period                                            6,679             21,039
                                                 ----------          ----------
Cash and cash equivalents at end of
 period                                          $   12,908          $   18,951
                                                 ==========          ==========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
 Interest                                        $    5,078          $   3,493
 Taxes                                                   10                 80
Non-cash financing activities:
 Non-cash adjustment to additional paid
  in capital for adjusted merger costs                   --                143
 Non-cash contribution of capital from
  parent to repay line of credit
  borrowings                                             --             18,750


                                  See accompanying notes.


</TABLE>                                   69

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999


1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly, the financial
statements do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. All adjustments
were of a normal recurring nature, unless otherwise noted in Management's
Discussion and Analysis and the Notes to Financial Statements.  Operating
results for the nine months ended September 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1999.  These financial statements should be read in
conjunction with the financial statements and related notes included in
the Golden American Life Insurance Company's annual report on Form 10-K
for the year ended December 31, 1998.

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

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

FAIR VALUES
Estimated fair values of publicly traded fixed maturities for 1999 are as
reported by an independent pricing service.

STATUTORY
Net loss for Golden American as determined in accordance with statutory
accounting practices was $75,508,000 and $32,198,000 for the nine months
ended September 30, 1999 and 1998, respectively.  Total statutory capital
and surplus was $285,674,000 at September 30, 1999 and $183,045,000 at
December 31, 1998.

RECLASSIFICATIONS
Certain amounts in the September 30, 1998 and December 31, 1998 financial
statements have been reclassified to conform to the September 30, 1999
financial statement presentation.

2.  COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the Statement of Financial
Accounting Standard ("SFAS") No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this
statement had no impact on the Companies' net income or stockholder's
equity.  SFAS No. 130 requires unrealized gains or losses on the


                                          70

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999


2.  COMPREHENSIVE INCOME (continued)

Companies' available for sale securities (net of adjustments for value of
purchased insurance in force ("VPIF"), deferred policy acquisition costs
("DPAC"), and deferred income taxes) to be included in other
comprehensive income.

During the third quarter and first nine months of 1999, other
comprehensive income (loss) for the Companies amounted to $2,059,000 and
$(18,000), respectively ($2,426,000 and $5,478,000, respectively, for the
same periods of 1998).  Included in these amounts are other comprehensive
income (loss) for First Golden of $(14,000) and $(258,000) for the third
quarter and first nine months of 1999, respectively ($601,000 and
$1,174,000, respectively, for the same periods of 1998).  Other
comprehensive income (loss) excludes net investment gains (losses)
included in net income which merely represent transfers from unrealized
to realized gains and losses.  These amounts totaled $(460,000) and
$(2,512,000) during the third quarter and first nine months of 1999,
respectively ($263,000 and $388,000, respectively, for the same periods
of 1998).  Such amounts, which have been measured through the date of
sale, are net of income taxes and adjustments for VPIF and DPAC totaling
$(38,000) and $297,000 for the third quarter and first nine months of
1999, respectively ($40,000 and $48,000, respectively, for the same
periods of 1998).

3.  INVESTMENTS

INVESTMENT VALUATION ANALYSIS:  The Companies analyze the investment
portfolio at least quarterly in order to determine if the carrying value
of any investment has been impaired.  The carrying value of debt and
equity securities is written down to fair value by a charge to realized
losses when an impairment in value appears to be other than temporary.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value.  As a result, at December 31, 1998, Golden American recognized a
total pre-tax loss of $973,000 to reduce the carrying value of the bonds
to their combined net realizable value of $2,919,000. During the second
quarter of 1999, further information was received regarding these bonds
and Golden American determined that the carrying value of the two bonds
exceeded their estimated net realizable value. As a result, at June 30,
1999, Golden American recognized a total pre-tax loss of $1,639,000 to
further reduce the carrying value of the bonds to their combined net
realizable value of $1,137,000.

4.  RELATED PARTY TRANSACTIONS

OPERATING AGREEMENTS:  Directed Services, Inc. ("DSI"), an affiliate,
acts as the principal underwriter (as defined in the Securities Act of
1933 and the Investment Company Act of 1940, as amended) and distributor
of the variable insurance products issued by the Companies.  DSI is
authorized to enter into agreements with broker/dealers to distribute the
Companies' variable insurance products and appoint representatives of the
broker/dealers as agents. The Companies paid commissions and expenses to
DSI totaling $50,131,000 in the third quarter and $130,419,000 for the
first nine months of 1999 ($32,104,000 and $82,548,000, respectively, for
the same periods of 1998).

Golden American provides certain managerial and supervisory services to
DSI.  The fee paid by DSI for these services is calculated as a
percentage of average assets in the variable separate accounts.  For the
third quarter and first nine months of 1999, the fee was $2,659,000 and
$6,755,000, respectively ($1,234,000 and $3,257,000, respectively, for
the same periods of 1998).

The Companies have an asset management agreement with ING Investment
Management LLC ("ING IM"), an affiliate, in which ING IM provides asset
management and accounting services.  Under the agreement, the Companies
record a fee based on the value of the assets under management.  The fee
is payable quarterly.  For the third quarter and first nine months of
1999, the Companies incurred fees of $523,000 and

                                          71

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$1,637,000, respectively, under this agreement ($341,000 and $1,013,000,
respectively, for the same periods of 1998).

Golden American has a guaranty agreement with Equitable Life Insurance
Company of Iowa ("Equitable Life"), an affiliate. In consideration of an
annual fee, payable June 30, Equitable Life guarantees to Golden American
that it will make funds available, if needed, to Golden American to pay
the contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and nothing
contained therein or done pursuant thereto by Equitable Life shall be
deemed to constitute, a direct or indirect guaranty by Equitable Life of
the payment of any debt or other obligation, indebtedness or liability,
of any kind or character whatsoever, of Golden American.  The agreement
does not guarantee the value of the underlying assets held in separate
accounts in which funds of variable life insurance and variable annuity
policies have been invested.  The calculation of the annual fee is based
on risk based capital.  As Golden American's risk based capital level was
above required amounts, no annual fee was payable at June 30, 1999 or
1998.

Golden American provides certain advisory, computer and other resources
and services to Equitable Life.  Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $237,000 in
the third quarter of 1999 and $898,000 for the first nine months of 1999
($1,524,000 and $5,091,000, respectively, for the same periods of 1998).

The Companies have a service agreement with Equitable Life in which
Equitable Life provides administrative and financial related services.
Under this agreement, the Companies incurred expenses of $50,000 in the
third quarter of 1999 and $855,000 for the first nine months of 1999
($261,000 and $575,000, respectively, for the same periods of 1998).

The Companies provide resources and services to DSI.  Revenues for these
services, which reduce general expenses incurred by the Companies,
totaled $276,000 in the third quarter of 1999 and $759,000 for the first
nine months of 1999 ($19,000 and $57,000, respectively, for the same
periods of 1998).

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate. Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $159,000 in
the  third quarter of 1999 and $376,000 for the first  nine months of
1999.

For the third quarter of 1999, the Companies received 7.8% of total
premiums (9.7% in the same period of 1998), net of reinsurance, for
variable products sold through four affiliates, Locust Street Securities,
Inc. ("LSSI"), Vestax Securities Corporation ("Vestax"), DSI, and Multi-
Financial Securities Corporation ("Multi-Financial") of $46,600,000,
$12,900,000, $0, and $11,000,000, respectively ($34,600,000, $14,200,000,
$1,800,000, and $4,100,000, respectively, for the same period of 1998).
For the first nine months of 1999, the Companies received 9.5% of total
premiums (10.0% in the same period of 1998), net of reinsurance, from
LSSI, Vestax, DSI, and Multi-Financial of $121,900,000, $72,000,000,
$2,300,000, and $24,400,000, respectively ($92,700,000, $30,000,000,
$10,700,000, and $10,000,000, respectively, for the same period of 1998).

RECIPROCAL LOAN AGREEMENT:  Golden American maintains a reciprocal loan
agreement with ING America Insurance Holdings, Inc. ("ING AIH"), a
Delaware corporation and affiliate, to facilitate the handling of unusual
and/or unanticipated short-term cash requirements.  Under this agreement,
which became effective January 1, 1998 and expires December 31, 2007,
Golden American and ING AIH can borrow up to $65,000,000 from one
another. Prior to lending funds to ING AIH, Golden American must obtain
approval from the Department of Insurance of the State of Delaware.
Interest on any Golden American borrowings is charged at the rate of ING
AIH's cost of funds for the interest period plus 0.15%. Interest on any
ING AIH borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a similar
duration.  Under this agreement, Golden American incurred interest
expense of

                                          72

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$397,000 in the third quarter of 1999 and $633,000 for the
first nine months of 1999 ($505,000 and $1,269,000, respectively, for the
same periods of 1998).  At September 30, 1999, Golden American did not
have any borrowings or receivables from ING AIH under this agreement.

LINE OF CREDIT:  Golden American maintained a line of credit agreement
with Equitable to facilitate the handling of unusual and/or unanticipated
short-term cash requirements.  Under this agreement, which became
effective December 1, 1996 and expired December 31, 1997, Golden American
could borrow up to $25,000,000.  Interest on any borrowings was charged
at the rate of Equitable's monthly average aggregate cost of short-term
funds plus 1.00%.  Under this agreement, Golden American incurred
interest expense of $211,000 for the first quarter of 1998.  The
outstanding balance was paid by a capital contribution from the Parent
and with funds borrowed from ING AIH.

SURPLUS NOTES:  On September 30, 1999, Golden American issued a 7.75%
surplus note in the amount of $75,000,000 to ING AIH. The note matures on
September 29, 2029. Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American. Any payment of principal and/or
interest made is subject to the prior approval of the Delaware Insurance
Commissioner. Under this agreement, Golden American incurred no interest
expense in the third quarter of 1999.

On December 30, 1998, Golden American issued a 7.25% surplus note in the
amount of $60,000,000 to Equitable Life.  The note matures on December
29, 2028.  Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American.  Any payment of principal
and/or interest made is subject to the prior approval of the Delaware
Insurance Commissioner.  Under this agreement, Golden American incurred
interest expense of $1,088,000 in the third quarter of 1999 and
$3,263,000 for the first nine months of 1999.

On December 17, 1996, Golden American issued an 8.25% surplus note in the
amount of $25,000,000 to Equitable. The note matures on December 17,
2026.  Payment of the note and related accrued interest is subordinate to
payments due to policyholders, claimant and beneficiary claims, as well
as debts owed to all other classes of debtors of Golden American.  Any
payment of principal made is subject to the prior approval of the
Delaware Insurance Commissioner.  Golden American incurred interest
totaling $516,000 in the third quarter of 1999 and $1,547,000 for the
first nine months of 1999, unchanged from the same periods of 1998.  As a
result of the merger, the surplus note is now payable to EIC.

STOCKHOLDER'S EQUITY:  During the third quarter of 1999 and the first
nine months of 1999, Golden American received capital contributions from
its Parent of $20,000,000 and $100,000,000, respectively ($0 and
$72,500,000, respectively, for the same periods of 1998).

5.  COMMITMENTS AND CONTINGENCIES

REINSURANCE:  At September 30, 1999, Golden American had reinsurance
treaties with four unaffiliated reinsurers and one affiliated reinsurer
covering a significant portion of the mortality risks under its variable
contracts. Golden American remains liable to the extent its reinsurers do
not meet their obligations under the reinsurance agreements. At September
30, 1999 and 1998, the Companies had a net receivable of $14,041,000 and
$6,539,000, respectively, for reserve credits, reinsurance claims, or
other receivables from these reinsurers comprised of $2,268,000 and
$257,000, respectively, for claims recoverable from reinsurers, $918,000
and $451,000, respectively, for a payable for reinsurance premiums and
$12,691,000 and $6,733,000, respectively, for a receivable from an
unaffiliated reinsurer.  Included in the accompanying financial
statements are net considerations to reinsurers of $2,638,000 in the
third quarter of 1999 and $6,656,000 for the first nine months of 1999
compared to $1,293,000 and $3,259,000, respectively, for the same periods
in 1998.  Also included in the accompanying financial statements are net
policy benefits of

                                          73

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

5.  COMMITMENTS AND CONTINGENCIES (continued)

$2,569,000 in the third quarter of 1999 and $4,008,000 for the first
nine months of 1999 compared to $1,272,000 and $2,096,000, respectively,
for the same periods in 1998.

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The accompanying
financial statements are presented net of the effects of the treaty.

GUARANTY FUND ASSESSMENTS: Assessments are levied on the Companies by
life and health guaranty associations in most states in which the
Companies are licensed to cover losses of policyholders of insolvent or
rehabilitated insurers. In some states, these assessments can be
partially recovered through a reduction in future premium taxes. The
Companies cannot predict whether and to what extent legislative
initiatives may affect the right to offset.  The associated cost for a
particular insurance company can vary significantly based upon its fixed
account premium volume by line of business and state premiums as well as
its potential for premium tax offset.  The Companies have established an
undiscounted reserve to cover such assessments, review information
regarding known failures, and revise estimates of future guaranty fund
assessments.  Accordingly, the Companies accrued and charged to expense
an additional $208,000 and $598,000 in the third quarter and first nine
months of 1998, respectively.  At September 30, 1999, the Companies have
an undiscounted reserve of $2,444,000 to cover estimated future
assessments (net of related anticipated premium tax credits) and have
established an asset totaling $586,000 for assessments paid which may be
recoverable through future premium tax offsets. The Companies believe
this reserve is sufficient to cover expected future guaranty fund
assessments based upon previous premiums and known insolvencies at this
time.


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

VULNERABILITY FROM CONCENTRATIONS: The Companies have various
concentrations in the investment portfolio.  The Companies' asset growth,
net investment income, and cash flow are primarily generated from the
sale of variable products and associated future policy benefits and
separate account liabilities.  Substantial changes in tax laws that would
make these products less attractive to consumers and extreme fluctuations
in interest rates or stock market returns, which may result in higher
lapse experience than assumed, could cause a severe impact on the
Companies' financial condition.  Two broker/dealers, each having at least
ten percent of total sales, generated 29% of the Companies' sales during
the first nine months of 1999 (10% by one broker/dealer in the same
period of 1998).  The Premium Plus variable annuity product generated 78%
of the Companies' sales during the first nine months of 1999 (59% in the
same period of 1998).

REVOLVING NOTE PAYABLE:  To enhance short-term liquidity, the Companies
established a revolving note payable effective July 27, 1998 and expiring
July 31, 1999 with SunTrust Bank, Atlanta (the "Bank").  The note was
approved by the Boards of Directors of Golden American and First Golden
on August 5, 1998 and September 29, 1998, respectively.  As of July 31,
1999, the SunTrust Bank, Atlanta revolving note facility was extended to
July 31, 2000.  The total amount the Companies may have outstanding is
$85,000,000, of which Golden American and First Golden have individual
credit sublimits of $75,000,000 and $10,000,000, respectively.  The note
accrues interest at an annual rate equal to: (1)  the cost of funds for
the Bank for the period applicable for the advance plus 0.25% or (2) a
rate quoted by the Bank to the Companies for the advance. The terms of
the agreement require the Companies to maintain the minimum level of
Company Action Level Risk Based Capital as established by applicable
state law or regulation.  During the quarter and nine months ended
September 30, 1999, the Companies paid interest expense of $55,000 and
$109,000, respectively ($6,000 for the same periods of 1998).  At
September 30, 1999, the Companies did not have any borrowings under this
agreement.

                                          74

<PAGE>
<PAGE>
[Shaded Section Header]
--------------------------------------------------------------------------
      FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Golden American Life Insurance Company

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

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

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


                                             /s/Ernst & Young LLP




Des Moines, Iowa
February 12, 1999

                                    75

<PAGE>
<PAGE>

                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEETS
                    (Dollars in thousands, except per share data)


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

</TABLE>

                      See accompanying notes.


                                    76

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                (Dollars in thousands, except per share data)

<TABLE>
                                                  POST-MERGER
                                     ------------------------------------
                                     December 31, 1998  December 31, 1997
                                     -----------------  -----------------
<S>                                      <C>               <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
 Future policy benefits:
 Annuity and interest sensitive life
   products.........................     $  881,112        $  505,304
 Unearned revenue reserve...........          3,840             1,189
 Other policy claims and benefits...             --                10
                                         ----------        ----------
                                            884,952           506,503

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

Commitments and contingencies

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

</TABLE>

                      See accompanying notes.


                                    77

<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF OPERATIONS
                      (Dollars in thousands)

<TABLE>

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

</TABLE>

                      See accompanying notes.


                                    78

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                      (Dollars in thousands)

<TABLE>

                                                                       Accumulated
                                             Redeemable   Additional      Other       Retained          Total
                                   Common    Preferred      Paid-in   Comprehensive   Earnings      Stockholder's
                                   Stock       Stock        Capital   Income (Loss)   (Deficit)        Equity
                                   ------------------------------------------------------------------------------
                                                                   PRE-ACQUISITION
                                   ------------------------------------------------------------------------------
<S>                                <C>        <C>         <C>           <C>             <C>          <C>
Balance at January 1, 1996........ $2,500     $50,000     $  45,030     $   658         $  (63)      $  98,125
 Comprehensive income:
  Net income......................     --          --            --          --          3,199           3,199
  Change in net unrealized
   investment gains  (losses).....     --          --            --      (1,175)            --          (1,175)
                                                                                                     ---------
 Comprehensive income.............                                                                       2,024
 Preferred stock dividends........     --          --            --          --           (719)           (719)
                                    ------    -------      --------     -------         ------       ---------
Balance at August 13, 1996........ $2,500     $50,000     $  45,030    $   (517)        $2,417       $  99,430
                                   ======     =======      ========    ========         ======       =========
</TABLE>

<TABLE>
                                   ------------------------------------------------------------------------------
                                                                  POST-ACQUISITION
                                   ------------------------------------------------------------------------------
<S>                                <C>        <C>         <C>           <C>             <C>          <C>
Balance at August 14, 1996........ $2,500     $50,000     $  87,372          --             --        $139,872
 Comprehensive income:
  Net income......................     --          --            --          --         $  350             350
  Change in net unrealized
   investment gains (losses)......     --          --            --     $   262             --             262
                                                                                                      --------
 Comprehensive income.............                                          612
 Contribution of preferred stock
  to additional paid-in capital...     --     (50,000)       50,000          --             --              --
                                    ------    -------      --------     -------         ------        --------
Balance at December 31, 1996......   2,500         --       137,372         262            350         140,484
 Comprehensive income:
  Net income......................      --         --            --          --            729             729
  Change in net unrealized
   investment gains (losses)......      --         --            --       1,543             --           1,543
                                                                                                      --------
 Comprehensive income.............                                        2,272
 Contribution of capital..........      --         --         1,121          --             --           1,121
                                    ------    -------      --------     -------         ------        --------
Balance at October 24, 1997         $2,500         --      $138,493      $1,805         $1,079        $143,877
                                    ======    =======      ========      ======         ======        ========
</TABLE>


<TABLE>
                                   ------------------------------------------------------------------------------
                                                                     POST-MERGER
                                   ------------------------------------------------------------------------------
<S>                                <C>        <C>         <C>           <C>             <C>          <C>
Balance at October 25, 1997.......  $2,500         --      $224,997          --             --      $227,497
 Comprehensive loss:
   Net loss.......................      --         --            --          --         $ (425)         (425)
  Change in net unrealized
   investment gains (losses)......      --         --            --     $   241             --           241
                                                                                                    --------
 Comprehensive loss...............                                                                      (184)
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1997......   2,500         --       224,997         241           (425)      227,313
 Comprehensive income:
  Net income......................      --         --            --          --          5,074         5,074
  Change in net unrealized
   investment gains (losses)......      --         --            --      (1,136)            --        (1,136)
                                                                                                    --------
 Comprehensive income.............                                                                     3,938
 Contribution of capital..........      --         --       122,500          --             --       122,500
 Other............................      --         --           143          --             --           143
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1998......  $2,500         --      $347,640     $  (895)        $4,649      $353,894
                                    ======    =======      ========     =======         ======      ========
</TABLE>

                      See accompanying notes.


                                    79

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Dollars in thousands)


<TABLE>

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


</TABLE>
                      See accompanying notes.


                                    80

<PAGE>
<PAGE>


                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
         CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                      (Dollars in thousands)


<TABLE>

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

</TABLE>

                     See accompanying notes.


                                    81

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

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

ORGANIZATION

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

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

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

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

INVESTMENTS

Fixed Maturities: The Companies account for their investments
under the Statement of Financial Accounting Standards ("SFAS") No.
115, "Accounting for Certain Investments in Debt and Equity
Securities," which requires fixed maturities to be designated as
either "available for sale," "held for investment" or "trading."
Sales of fixed maturities designated as "available for sale" are
not restricted by SFAS No. 115. Available for sale securities are
reported at fair value and unrealized gains and losses on these
securities are included directly in stockholder's equity, after
adjustment for related changes in value

                                    82

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)


of purchased insurance in force ("VPIF"), deferred policy acquisition
costs ("DPAC") and deferred income taxes. At December 31, 1998 and 1997,
all of the Companies' fixed maturities are designated as available
for sale, although the Companies are not precluded from designating
fixed maturities as held for investment or trading at some future date.

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

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

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

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

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

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

                                    83

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

CASH AND CASH EQUIVALENTS

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

DEFERRED POLICY ACQUISITION COSTS

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

VALUE OF PURCHASED INSURANCE IN FORCE

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

PROPERTY AND EQUIPMENT

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

GOODWILL

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

FUTURE POLICY BENEFITS

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

                                    84

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEPARATE ACCOUNTS

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

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

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

DEFERRED INCOME TAXES

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

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

Under the provisions of the insurance laws of the State of New
York, First Golden cannot distribute any dividends to its
stockholder unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed at least thirty days
in advance of the proposed declaration. If the Superintendent
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution
by giving written notice to First Golden within thirty days after
the filing.
                                    85

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEGMENT REPORTING

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

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

USE OF ESTIMATES

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

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

RECLASSIFICATIONS

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

2.   BASIS OF FINANCIAL REPORTING

The financial statements of the Companies differ from related
statutory-basis financial statements principally as follows: (1)
acquisition costs of acquiring new business are deferred and
amortized over the life of the policies rather than charged to
operations as incurred; (2) an asset representing the present
value of future cash flows from insurance contracts acquired was
established as a result of the merger/acquisition and is amortized
and charged to expense; (3) future policy benefit reserves for
divisions with fixed interest guarantees of the variable products
are based on full account values, rather than the greater of cash
surrender value or amounts derived from discounting methodologies
utilizing statutory interest rates; (4) reserves are reported
before reduction for reserve credits related to

                                    86

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


2.   BASIS OF FINANCIAL REPORTING (continued)

reinsurance ceded and a receivable is established, net of an allowance
for uncollectible amounts, for these credits rather than presented net
of these credits; (5) fixed maturity investments are designated as
"available for sale" and valued at fair value with unrealized
appreciation/depreciation, net of adjustments to value of
purchased insurance in force, deferred policy acquisition costs
and deferred income taxes (if applicable), credited/charged
directly to stockholder's equity rather than valued at amortized
cost; (6) the carrying value of fixed maturities is reduced to
fair value by a charge to realized losses in the Statements of
Operations when declines in carrying value are judged to be other
than temporary, rather than through the establishment of a formula-
determined statutory investment reserve (carried as a liability),
changes in which are charged directly to surplus; (7) deferred
income taxes are provided for the difference between the financial
statement and income tax bases of assets and liabilities; (8) net
realized gains or losses attributed to changes in the level of
interest rates in the market are recognized when the sale is
completed rather than deferred and amortized over the remaining
life of the fixed maturity security; (9) a liability is
established for anticipated guaranty fund assessments, net of
related anticipated premium tax credits, rather than capitalized
when assessed and amortized in accordance with procedures
permitted by insurance regulatory authorities; (10) revenues for
variable products consist of policy charges applicable to each
contract for the cost of insurance, policy administration charges,
amortization of policy initiation fees and surrender charges
assessed rather than premiums received; (11) the financial
statements of Golden American's wholly owned subsidiary are
consolidated rather than recorded at the equity in net assets;
(12) surplus notes are reported as liabilities rather than as
surplus; and (13) assets and liabilities are restated to fair
values when a change in ownership occurs, with provisions for
goodwill and other intangible assets, rather than continuing to be
presented at historical cost.

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

                                    87

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS

INVESTMENT RESULTS

Major categories of net investment income are summarized below:


<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
Fixed maturities.............     $35,224             $4,443       |     $18,488            $5,083       |     $4,507
Equity securities............          --                  3       |          --               103       |         --
Mortgage loans on                                                  |                                     |
 real estate.................       6,616                879       |       3,070               203       |         --
Policy loans.................         619                 59       |         482                78       |         73
Short-term                                                         |                                     |
 investments.................       1,311                129       |         443               441       |        341
Other, net...................         246               (154)      |          24                 2       |         22
Funds held in                                                      |                                     |
 escrow......................          --                 --       |          --                --       |        145
                                  -------             ------       |     -------            ------       |     ------
Gross investment                                                   |                                     |
 income......................      44,016              5,359       |      22,507             5,910       |      5,088
Less investment                                                    |                                     |
 expenses....................      (1,531)              (232)      |        (851)             (115)      |        (98)
                                  -------             ------       |     -------            ------       |     ------
Net investment                                                     |                                     |
 income......................     $42,485             $5,127       |     $21,656            $5,795       |     $4,990
                                  =======             ======       |     =======            ======       |     ======

</TABLE>

Realized gains (losses) on investments are as follows:


<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
Fixed maturities:                                                  |                                     |
 available for sale..........     $(1,428)            $25          |     $151               $42          |     $(420)
Mortgage loans...............         (63)            (10)         |       --                --          |        --
                                  -------             ---          |     ----               ---          |     -----
Realized gains (losses)                                            |                                     |
 on investments..............     $(1,491)            $15          |     $151               $42          |     $(420)
                                  =======             ===          |     ====               ===          |     =====
</TABLE>

                                    88

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)

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

<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
Fixed maturities:                                                  |                                     |
 Available for sale..........     $1,100              $(3,494)     |     $4,197             $2,497       |      $(3,045)
 Held for investment.........         --                   --      |         --                 --       |          (90)
Equity securities............     (2,390)                 (68)     |       (462)                (4)      |           (2)
                                  ------              -------      |     ------             ------       |      -------
Unrealized appreciation                                            |                                     |
 (depreciation) of                                                 |                                     |
 securities..................    $(1,290)             $(3,562)     |     $3,735             $2,493       |      $(3,137)
                                 =======              =======      |     ======             ======       |      =======
</TABLE>


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

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

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

</TABLE>

                                    89

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)

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

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


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


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


<TABLE>

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
<S>                                       <C>            <C>       <C>         <C>
POST-MERGER
For the year ended December 31, 1998:
Scheduled principal repayments,
 calls and tenders......................  $102,504       $ 60      $    (3)    $102,561
Sales...................................    43,204        518       (1,030)      42,692
                                          --------       ----      -------     --------
Total...................................  $145,708       $578      $(1,033)    $145,253
                                          ========       ====      =======     ========

For the period October 25, 1997 through
 December 31, 1997:
Scheduled principal repayments,
 calls and tenders.....................   $  6,708      $  2            --     $  6,710
Sales..................................      3,138        23            --        3,161
                                          --------      ----       -------     --------
Total..................................   $  9,846      $ 25            --     $  9,871
                                          ========      ====       =======     ========

</TABLE>

                                    90

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)


<TABLE>

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
<S>                                        <C>           <C>        <C>        <C>
POST- ACQUISITION
For the period January 1, 1997 through
 October 24, 1997:
Scheduled principal repayments,
 calls and tenders.....................    $25,419         --         --       $25,419
Sales..................................     14,052       $153       $ (2)       14,203
                                           -------       ----       ----       -------
Total..................................    $39,471       $153       $ (2)      $39,622
                                           =======       ====       ====       =======
For the period August 14, 1996 through
 December 31, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,612         --         --       $ 1,612
Sales.................................      45,799       $115       $(73)       45,841
                                           -------       ----       ----       -------
Total.................................     $47,411       $115       $(73)      $47,453
                                           =======       ====       ====       =======

PRE-ACQUISITION
For the period January 1, 1996 through
 August 13, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,801         --         --       $ 1,801
Sales.................................      53,710       $152      $(572)       53,290
                                           -------       ----      -----       -------
Total.................................     $55,511       $152      $(572)      $55,091
                                           =======       ====      =====       =======

</TABLE>

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

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

Investment Diversifications: The Companies' investment policies
related to the investment portfolio require diversification by
asset type, company and industry and set limits on the amount
which can be invested in an individual issuer. Such policies are
at least as restrictive as those set forth by regulatory
authorities. The following percentages relate to holdings at
December 31, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (26% in 1998, 30% in 1997),
conventional mortgage-backed securities (25% in 1998, 13% in
1997), financial companies (19% in 1998, 24% in 1997), other asset-
backed securities (11% in 1998) and various government bonds and
government or agency mortgage-backed securities (5% in 1998, 17%
in 1997). Mortgage loans on real estate have been analyzed

                                    91

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)


by geographical location with concentrations by state identified as
California (12% in 1998 and 1997), Utah (11% in 1998, 13% in 1997)
and Georgia (10% in 1998, 11% in 1997). There are no other
concentrations of mortgage loans in any state exceeding ten
percent at December 31, 1998 and 1997. Mortgage loans on real
estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (36% in 1998, 43% in
1997), industrial buildings (32% in 1998, 33% in 1997) and retail
facilities (20% in 1998, 15% in 1997).  Equity securities are not
significant to the Companies' overall investment portfolio.

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

4.   COMPREHENSIVE INCOME

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

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

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments," requires disclosure of estimated fair value of all
financial instruments, including both assets and liabilities
recognized and not recognized in a company's balance sheet, unless
specifically exempted. SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments,"
requires additional disclosures about derivative financial
instruments. Most of the Companies' investments, investment
contracts and debt fall within the standards' definition of a
financial instrument. Fair values for the Companies' insurance
contracts other than investment contracts are not required to be
disclosed. In cases where quoted market prices are not available,
estimated fair values are based on estimates using present value
or other valuation techniques. Those techniques are significantly
affected by the assumptions used, including the discount rate and
estimates of future cash flows. Accounting, actuarial and
regulatory bodies are continuing to study the methodologies to be
used in developing fair value information, particularly as it
relates to such things as liabilities for insurance contracts.
Accordingly, care should be exercised in deriving conclusions
about the Companies' business or financial condition based on the
information presented herein.

The Companies closely monitor the composition and yield of
invested assets, the duration and interest credited on insurance
liabilities and resulting interest spreads and timing of cash
flows. These amounts
                                    92

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

are taken into consideration in the Companies' overall management
of interest rate risk, which attempts to minimize exposure to changing
interest rates through the matching of investment cash flows with amounts
expected to be due under insurance contracts.  These assumptions may not
result in values consistent with those obtained through an actuarial
appraisal of the Companies' business or values that might arise in
a negotiated transaction.

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

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

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


</TABLE>


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

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

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

Mortgage Loans on Real Estate: Fair values are estimated by
discounting expected cash flows, using interest rates currently
offered for similar loans.

Policy Loans: Carrying values approximate the estimated fair value
for policy loans.

                                    93

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

Short-Term Investments and Cash and Cash Equivalents: Carrying
values reported in the Companies' historical cost basis balance
sheet approximate estimated fair value for these instruments due
to their short-term nature.

Separate Account Assets: Separate account assets are reported at
the quoted fair values of the individual securities in the
separate accounts.

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

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

Line Of Credit With Affiliate: Carrying value reported in the
Companies' historical cost basis balance sheet approximates
estimated fair value for this instrument.

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

6.   MERGER

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

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

                                    94

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


6.   Merger (continued)

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

An analysis of the VPIF asset is as follows:


                                                POST-MERGER
                                   -------------------------------------
                                                        For the period
                                      For the year     October 25, 1997
                                         ended              through
                                   December 31, 1998   December 31, 1997
                                   -----------------   -----------------
                                           (Dollars in thousands)

Beginning balance.................      $43,174              $44,297
                                        --------             --------
Imputed interest..................        2,802                1,004
Amortization......................       (7,753)              (1,952)
Changes in assumptions of
 timing of gross profits..........          227                   --
                                        --------             --------
Net amortization..................       (4,724)                (948)
Adjustment for unrealized gains
 on available for sale
 securities.......................          (28)                (175)
Adjustment for other receivables
 and merger costs.................       (2,445)                  --
                                        --------             --------
Ending balance....................      $35,977              $43,174
                                        =======              =======
Interest is imputed on the unamortized balance of VPIF at a rate
of 7.38% for the year ended December 31, 1998 and 7.03% for the
period October 25, 1997 through December 31, 1997. The
amortization of VPIF, net of imputed interest, is charged to
expense. VPIF decreased $2,664,000 in the second quarter of 1998
to adjust the value of other receivables at merger date and
increased $219,000 in the first quarter of 1998 as a result of an
adjustment to the merger costs. VPIF is adjusted for the
unrealized gains (losses) on available for sale securities; such
changes are included directly in stockholder's equity. Based on
current conditions and assumptions as to the impact of future
events on acquired policies in force, the expected approximate net
amortization relating to VPIF as of December 31, 1998 is
$4,300,000 in 1999, $4,000,000 in 2000, $3,900,000 in 2001,
$3,700,000 in 2002 and $3,300,000 in 2003. Actual amortization may
vary based upon changes in assumptions and experience.

7.   ACQUISITION

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

                                    95

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


7.   Acquisition (continued)

Golden American and DSI were transferred to Equitable, while the
remainder of its net assets were contributed to Golden American.
On December 30, 1997, EIC Variable, Inc. was dissolved.

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

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

An analysis of the VPIF asset is as follows:


<TABLE>

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

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

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


8.   INCOME TAXES

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

                                    96

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


8.   INCOME TAXES(continued)

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

INCOME TAX EXPENSE

Income tax expense (benefit) included in the consolidated
financial statements is as follows:


<TABLE>

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

</TABLE>

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

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

                                    97

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


8.   INCOME TAXES (continued)

DEFERRED INCOME TAXES

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


                                                  POST-MERGER
                                       ------------------------------------
                                       December 31, 1998  December 31, 1997
                                       -----------------  -----------------
                                              (Dollars in thousands)
Deferred tax assets:
 Net unrealized depreciation of
  securities at fair value..........     $    691                    --
 Future policy benefits.............       66,273               $27,399
 Deferred policy acquisition costs..           --                 4,558
 Goodwill...........................       16,323                17,620
 Net operating loss carryforwards...       17,821                 3,044
 Other..............................        1,272                 1,548
                                         --------               -------
                                          102,380                54,169


Deferred tax liabilities:
 Net unrealized appreciation of
  securities at fair value..........             --               (130)
 Fixed maturity securities..........         (1,034)            (1,665)
 Deferred policy acquisition costs..        (55,520)                --
 Mortgage loans on real estate......           (845)              (845)
 Value of purchased insurance in
  force.............................        (12,592)           (15,172)
 Other..............................           (912)              (127)
                                           --------           --------
                                            (70,903)           (17,939)
                                           --------           --------
Deferred income tax asset...........       $ 31,477           $ 36,230
                                           ========           ========

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

9.   RETIREMENT PLANS

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

                                    98

<PAGE>
<PAGE>

                       GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


9.   RETIREMENT PLANS (continued)


                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at January 1............   $  956          $192
Service cost...............................    1,138           682
Interest cost..............................       97            25
Actuarial loss.............................    2,266            57
Benefit payments...........................      (3)           --
                                              ------          ----
Benefit obligation at December 31..........   $4,454          $956
                                              ======          ====

                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
FUNDED STATUS
Funded status at December 31...............  $(4,454)        $(956)
Unrecognized net loss......................    2,266            --
                                             -------         -----
Net amount recognized......................  $(2,188)        $(956)
                                             =======         =====

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

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

                                                1998          1997
                                               ------        ------
DECEMBER 31
Discount rate................................   6.75%         7.25%
Expected return on plan assets...............   9.50          9.00
Rate of compensation increase................   4.00          5.00


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

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

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

                                    99

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


9.   RETIREMENT PLANS (continued)

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

10.  RELATED PARTY TRANSACTIONS

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

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

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

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

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

Golden American provides certain advisory, computer and other
resources and services to Equitable Life. Revenues for these
services, which reduced general expenses incurred by Golden
American, totaled $5,833,000 for the year ended December 31, 1998
($1,338,000 and $2,992,000 for the periods October 25,

                                    100

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

10.  RELATED PARTY TRANSACTIONS (continued)

1997 through December 31, 1997 and January 1, 1997 through October
24, 1997, respectively). No services were provided by Golden American
in 1996.

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

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

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

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

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

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

                                    101

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


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

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

11.  COMMITMENTS AND CONTINGENCIES

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

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

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

                                    102

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


11.  COMMITMENTS AND CONTINGENCIES (continued)

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

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

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

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

Leases:  The Companies lease their home office space, certain
other equipment and capitalized computer software under operating
leases which expire through 2018. During the year ended December
31, 1998 and for the periods October 25, 1997 through December 31,
1997, January 1, 1997 through October 24, 1997, August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996, rent expense totaled $1,241,000, $39,000, $331,000, $147,000
and $247,000, respectively. At December 31, 1998, minimum rental
payments due under all non-cancelable operating leases with
initial terms of one

                                    103

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

11.  COMMITMENTS AND CONTINGENCIES (continued)

year or more are: 1999 - $1,528,000; 2000 - $1,429,000; 2001 - $1,240,000;
2002 - $1,007,000; 2003 - $991,000 and 2004 and thereafter - $5,363,000.

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

                                    104

<PAGE>
<PAGE>


TABLE OF CONTENTS

      ITEM                                                PAGE
      Introduction                                           1
      Description of Golden American Life Insurance Company  1
      Safekeeping of Assets                                  1
      The Administrator                                      1
      Independent Auditors                                   1
      Distribution of Contracts                              1
      Performance Information                                2
      IRA Withdrawal Option                                  7
      Other Information                                      7
      Financial Statements of Separate Account B             7
      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. SEND THE FORM TO OUR CUSTOMER SERVICE CENTER AT THE ADDRESS
SHOWN ON THE PROSPECTUS COVER.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

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

Please Print or Type:

               __________________________________________________
               NAME

               __________________________________________________
               SOCIAL SECURITY NUMBER

               __________________________________________________
               STREET ADDRESS

               __________________________________________________
               CITY, STATE, ZIP

106293 (02/00)

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _



<PAGE>
<PAGE>



                   This page intentionally left blank.





<PAGE>
<PAGE>

                               APPENDIX A
                     CONDENSED FINANCIAL INFORMATION

Except for the Investors, Large Cap Value, All Cap and Managed Global
subaccounts which did not commenced operations as of December 31, 1998,
the following tables give (1) the accumulation unit value ("AUV"), (2)
the total number of accumulation units, and (3) the total accumulation
unit value, for each subaccount of Golden American Separate Account B
available under the Contract for the indicated periods.  The date on
which the subaccount became available to investors and the starting
accumulation unit value are indicated on the last row of each table.


LIQUID ASSET
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.33            1,185,641      $   16,985       |
| 1997       13.83              131,429           1,818       |
| 10/1/97    13.71                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.11              839,093       $  11,842       |
        | 1997       13.65               61,012             846       |
        | 10/1/97    13.53                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.88            2,967,968      $   41,195       |
                | 1997       13.44              298,288           4,009       |
                | 10/1/97    13.33                   --              --       |
                |-------------------------------------------------------------|


LIMITED MATURITY BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.77              633,316       $  10,620       |
| 1997       15.91               16,839             268       |
| 10/1/97    15.72                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.52              334,521        $  5,526       |
        | 1997       15.70               10,105             159       |
        | 10/1/97    15.52                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.25              910,113       $  14,787       |
                | 1997       15.47               12,557             195       |
                | 10/1/97    15.29                   --              --       |
                |-------------------------------------------------------------|


GLOBAL FIXED INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  13.09              187,670        $  2,456       |
| 1997       11.87                3,418              41       |
| 10/1/97    11.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $13.00               80,199          $1,043       |
        | 1997       11.81                  310               4       |
        | 10/1/97    11.93                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $12.92              180,373        $  2,330       |
                | 1997       11.75                6,455              76       |
                | 10/1/97    11.87                   --              --       |
                |-------------------------------------------------------------|


                                     A1

<PAGE>
<PAGE>

TOTAL RETURN
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.72            1,708,118       $  30,264       |
| 1997       16.02               54,291             874       |
| 10/1/97    16.10                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $17.60            1,404,222       $  24,713       |
        | 1997       16.02               25,888             415       |
        | 10/1/97    15.75                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $17.49            3,742,869       $  65,449       |
                | 1997       15.94              147,659           2,354       |
                | 10/1/97    15.68                   --              --       |
                |-------------------------------------------------------------|

FULLY MANAGED
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  20.53              593,655       $  12,189       |
| 1997       19.66               36,852             725       |
| 10/1/97     9.49                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $20.23              512,203       $  10,361       |
        | 1997       19.40               28,440             552       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $19.90            1,673,484       $  33,294       |
                | 1997       19.11              108,003           2,064       |
                | 10/1/97    18.96                   --              --       |
                |-------------------------------------------------------------|

EQUITY INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.94              257,646        $  5,652       |
| 1997       20.55               26,372             542       |
| 10/1/97    20.55                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.61              207,605        $  4,486       |
        | 1997       20.28               13,243             269       |
        | 10/1/97    20.29                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.26              713,431       $  15,164       |
                | 1997       19.97               35,002             699       |
                | 10/1/97    19.99                   --              --       |
                |-------------------------------------------------------------|

RISING DIVIDENDS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.61            1,802,632       $  40,757       |
| 1997       20.09               50,068           1,006       |
| 10/1/97    19.30                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.43            1,454,269       $  32,624       |
        | 1997       19.96               34,332             685       |
        | 10/1/97    19.19                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.22            4,169,562       $  92,659       |
                | 1997       19.81              169,648           3,360       |
                | 10/1/97    19.05                   --              --       |
                |-------------------------------------------------------------|


                                     A2

<PAGE>
<PAGE>

CAPITAL GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.01            1,393,674       $  23,707       |
| 1997       15.41              101,866           1,569       |
| 10/1/97    15.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.94            1,251,474       $  21,197       |
        | 1997       15.36              160,843           2,471       |
        | 10/1/97    15.95                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.87            2,660,020       $  44,867       |
                | 1997       15.32              246,159           3,772       |
                | 10/1/97    15.92                   --              --       |
                |-------------------------------------------------------------|


GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.29            1,521,473       $  24,792       |
| 1997       13.03               97,853           1,275       |
| 10/1/97    15.18                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.22              797,510       $  12,940       |
        | 1997       12.99               34,329             446       |
        | 10/1/97    15.14                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.16            2,265,343       $  36,602       |
                | 1997       12.96              226,700           2,938       |
                | 10/1/97    15.10                   --              --       |
                |-------------------------------------------------------------|


VALUE EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  18.31              491,538        $  8,998       |
| 1997       18.28               28,327             518       |
| 10/1/97    18.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $18.20              470,129        $  8,556       |
        | 1997       18.20               40,454             736       |
        | 10/1/97    18.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $18.06            1,161,575       $  20,974       |
                | 1997       18.09              117,054           2,117       |
                | 10/1/97    18.67                   --              --       |
                |-------------------------------------------------------------|


RESEARCH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.89            1,882,609       $  43,093       |
| 1997       18.87               58,635           1,106       |
| 10/1/97    19.33                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.73            1,664,084       $  37,830       |
        | 1997       18.77               29,908             561       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.59            3,504,785       $  79,977       |
                | 1997       18.67              154,878           2,892       |
                | 10/1/97    19.15                   --              --       |
                |-------------------------------------------------------------|


                                     A3

<PAGE>
<PAGE>

CAPITAL APPRECIATION
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  24.50              552,738       $  13,542       |
| 1997       22.05               12,122             267       |
| 10/1/97    21.95                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $24.26              436,641        $ 10,591       |
        | 1997       21.87               20,531             449       |
        | 10/1/97    21.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $23.98              999,496       $  23,892       |
                | 1997       21.65               66,918           1,449       |
                | 10/1/97    21.57                   --              --       |
                |-------------------------------------------------------------|

MID-CAP GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.43              871,756       $  19,550       |
| 1997       18.52               35,953             666       |
| 10/1/97    18.94                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.31              523,815       $  11,688       |
        | 1997       18.45               13,732             253       |
        | 10/1/97    18.88                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.17            1,207,879       $  26,779       |
                | 1997       18.36               48,168             885       |
                | 10/1/97    18.79                   --              --       |
                |-------------------------------------------------------------|

STRATEGIC EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.23              291,183       $   4,143       |
| 1997       14.31               13,199             189       |
| 10/1/97    14.14                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.16              162,917        $  2,307       |
        | 1997       14.26               15,985             228       |
        | 10/1/97    14.10                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $14.07              748,842       $  10,538       |
                | 1997       14.20               49,579             704       |
                | 10/1/97    14.04                   --              --       |
                |-------------------------------------------------------------|

SMALL CAP
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  15.37            1,029,412       $  15,820       |
| 1997       12.88               58,584             755       |
| 10/1/97    13.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $15.30              594,716        $  9,098       |
        | 1997       12.84               20,111             258       |
        | 10/1/97    13.82                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $15.23            1,273,236       $  19,390       |
                | 1997       12.81               99,963           1,280       |
                | 10/1/97    13.78                   --              --       |
                |-------------------------------------------------------------|


                                     A4

<PAGE>
<PAGE>

REAL ESTATE
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.74              196,372        $  4,270       |
| 1997       25.48               10,718             273       |
| 10/1/97    25.25                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.42              112,984        $  2,420       |
        | 1997       25.14                8,060             203       |
        | 10/1/97    24.92                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.07              408,418        $  8,604       |
                | 1997       24.76               44,523           1,102       |
                | 10/1/97    24.56                   --              --       |
                |-------------------------------------------------------------|


HARD ASSETS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.28               50,015         $   714       |
| 1997       20.57                4,291              88       |
| 10/1/97    24.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.07               33,342         $   469       |
        | 1997       20.29                4,830              98       |
        | 10/1/97    23.68                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.84              205,654        $  2,846       |
                | 1997       19.99               10,671             213       |
                | 10/1/97    23.34                   --              --       |
                |-------------------------------------------------------------|


DEVELOPING WORLD
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $ 7.28              131,499         $   958       |
| 2/19/98    10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $ 7.27               31,253         $   227       |
        | 2/19/98    10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $ 7.26              111,296         $   808       |
                | 2/19/98       --                   --              --       |
                |-------------------------------------------------------------|


PIMCO HIGH YIELD BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $10.08              872,132        $  8,791       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.07              424,746        $  4,277       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.06            1,487,999       $  14,969       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|


                                     A5

<PAGE>
<PAGE>

PIMCO STOCKSPLUS GROWTH AND INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $11.11              883,763        $  9,820       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $11.10              467,386        $  5,188       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $11.09            1,878,277       $  20,828       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|


INTERNATIONAL EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  10.29            1,067,090       $  10,979       |
| 1997        9.90               38,652             383       |
| 10/1/97    11.57                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.32              680,862        $  7,025       |
        | 1997        9.95               36,098             359       |
        | 10/1/97    11.62                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.27            1,736,702       $  17,844       |
                | 1997        9.92               72,955             724       |
                | 10/1/97    11.60                   --              --       |
                |-------------------------------------------------------------|




                                     A6

<PAGE>
<PAGE>

                                 APPENDIX B

                  MARKET VALUE ADJUSTMENT EXAMPLES

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

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

CALCULATE THE MARKET VALUE ADJUSTMENT

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

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

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

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

CALCULATE THE MARKET VALUE ADJUSTMENT

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

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

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

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

                                  B1

<PAGE>
<PAGE>

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

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

   Then calculate the Market Value Adjustment on that amount.

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

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

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

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

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

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

   Then calculate the Market Value Adjustment on that amount

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

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

                                  B2

<PAGE>
<PAGE>


                               APPENDIX C

             SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $10,000 and
additional premium payments of $10,000 in each of the second and third
contract years, for total premium payments under the Contract of $30,000.
It also assumes a withdrawal at the beginning of the fifth contract year
of 15% of the contract value of $35,000.

In this example, $3,500 ($35,000 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 $5,250 ($35,000 x .15).
Therefore, $1,750 ($5,250 - $3,500) is considered an excess withdrawal of
a part of the initial premium payment of $10,000 and would be subject to
a 7% surrender charge of $122.50 ($1,750 x .07).  This example does not
take into account any Market Value Adjustment or deduction of any premium
taxes.

                                  C1

<PAGE>
<PAGE>





                         ING VARIABLE ANNUITIES


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

106293 PREMIUM PLUS                                                02/01/00



<PAGE>
<PAGE>
                                FORM ONE
                               VERSION B

<PAGE>
<PAGE>

                      PROFILE AND PROSPECTUS OF
                     GOLDENSELECT GALAXY/R/



<PAGE>
<PAGE>


ING VARIABLE ANNUITIES
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

                               PROFILE OF
                      GOLDENSELECT PREMIUM PLUS/R/
                      FEATURING THE GALAXY VIP FUND
                   FIXED AND VARIABLE ANNUITY CONTRACT
                           FEBRUARY 1, 2000

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


1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and Golden American Life
Insurance Company.  It is offered exclusively to customers of Fleet
Financial Group, Inc. and its affiliates.  The Contract features a
minimum 4% credit to each premium you pay.  The Contract provides a means
for you to invest on a tax-deferred basis in (i) one or more of 30 mutual
fund investment portfolios through our Separate Account B and/or (ii) in
a fixed account of Golden American with guaranteed interest periods. The
30 mutual fund portfolios are listed on page 3 below.  We currently offer
guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10 years in the
fixed account.  We set the interest rates in the fixed account (which
will never be less than 3%) periodically.  We may credit a different
interest rate for each interest period.  The interest you earn in the
fixed account as well as your principal is guaranteed by Golden American
as long as you do not take your money out before the maturity date for
the applicable interest period. If you withdraw your money from the fixed
account more than 30 days before the applicable maturity date, we will
apply a market value adjustment.  A market value adjustment could
increase or decrease your contract value and/or the amount you take out.
Generally, the investment portfolios are designed to offer a better
return than the fixed account.  However, this is NOT guaranteed.  You may
not make any money and can even lose the money you invest.

Subject to state availability, you may elect one of three optional riders
featured in the prospectus for the Contract.  The three optional benefit
riders are listed on page [10] below.  The optional benefit riders can
provide protection in the event that unfavorable investment performance
has lowered your contract value below certain targeted growth.  These
riders do not guarantee the performance of your investment portfolios.
Separate charges are assessed for the optional riders.  You should
carefully analyze and completely evaluate each rider before you
purchase any.  Be aware that the benefit provided by any of the
riders will be affected by certain later actions you may take - such
as withdrawals and transfers.  The riders are not available to Contracts
issued before January 1, 2000.  To find out about availability, check
with our Customer Service Center.

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

                                                        PREMIUM PLUS PROFILE
                                                        PROSPECTUS BEGINS AFTER
                                                        PAGE [9] OF THIS PROFILE


<PAGE>
<PAGE>

begins on the annuity start date which is the date you start receiving
regular annuity payments from your Contract.

You determine (1) the amount and frequency of premium payments, (2) 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:

                             ANNUITY OPTIONS

Option 1   Income for a  Payments are made for a specified number of
           fixed period  years to you or your beneficiary.
Option 2   Income for    Payments are made for the rest of your life
           life with a   or longer for a specified period such as 10
           period        or 20 years or until the total amount used to
           certain       buy this option has been repaid. This option
                         comes with an added guarantee that payments
                         will continue to your beneficiary for the
                         remainder of such period if you should die
                         during the period.
Option 3   Joint life    Payments are made for your life and the life
           income        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.  If variable and subject to the
Investment Company Act of 1940, it will comply with the requirements of such
Act.  Once you elect an annuity option and begin to receive payments, it
cannot be changed.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or more
($1,500 for a qualified Contract) up to and including age 85.  You may
make additional payments of $500 or more ($250 for a qualified Contract)
at any time before you turn 85 during the accumulation phase.  Under
certain circumstances, we may waive the minimum initial and additional
premium payment requirement.  Any initial or additional premium payment
that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.  Each time you
make a premium payment, we will add a credit of at least 4% of each
premium payment to your contract value.  Within 1 year after any credit
is added, it may be deducted from your contract value under certain
circumstances which are described in the prospectus for the Contract.
After 1 year, a credit added to your contract value becomes permanent.

Who may purchase this Contract?  Contracts offered by the prospectus
accompanying this Profile are available only to customers of Fleet
Financial Group, Inc. and its affiliates.  The Contract may be purchased
by individuals as part of a personal retirement plan (a "non-qualified
Contract"), or as a Contract that qualifies for special tax treatment
when purchased as either an Individual Retirement Annuity (IRA) or in
connection with a qualified retirement plan (each a "qualified
Contract").

                                                        PREMIUM PLUS PROFILE
                                   2

<PAGE>
<PAGE>

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, and the credit we add, into (1) the fixed
account with guaranteed interest periods of 6 months, and 1, 3, 5, 7 and
10 years, and/or (2) into any one or more of the following 30 mutual fund
investment portfolios through our Separate Account B.  The investment
portfolios are described in the prospectuses for The GCG Trust, The
Galaxy VIP Fund, the PIMCO Variable Insurance Trust and the Warburg
Pincus Trust.  Keep in mind that while an investment in the fixed account
earns a fixed interest rate, an investment in any investment portfolio,
depending on market conditions, may cause you to make or lose money.  The
investment portfolios available under your Contract are:

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


  THE GALAXY VIP FUND
     Equity Fund                    Small Company Growth Fund   High Quality Bond Fund
     Growth and Income Fund         Asset Allocation Fund

  THE PIMCO TRUST
     PIMCO High Yield Bond Portfolio
     PIMCO StocksPLUS Growth and Income Portfolio

  THE WARBURG PINCUS TRUST
     International Equity Portfolio
</TABLE>


5.   EXPENSES
The Contract has insurance features and investment features, and there
are charges related to each.  For the insurance features, the Company
deducts a mortality and expense risk charge, an asset-based
administrative charge and an annual contract administrative charge of
$40.  We deduct the mortality and expense risk charge and the asset-based
administrative charges daily directly from your contract value in the
investment portfolios.  The mortality and expense risk charge (depending
on the death benefit you choose) and the asset-based administrative
charge, on an annual basis, are as follows:

                                                        PREMIUM PLUS PROFILE
                                   3

<PAGE>
<PAGE>


<TABLE>
                                         STANDARD         ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET  7% SOLUTION
    <S>                                   <C>                <C>           <C>
    Mortality & Expense Risk Charge       1.25%              1.40%         1.55%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%
                                          -----              -----         -----
       Total                              1.40%              1.55%         1.70%
</TABLE>

If you choose to purchase one of the optional benefit riders we offer, we
will deduct a separate quarterly charge for the rider on each quarterly
contract anniversary and pro rata when the rider terminates; if the value
in the investment portfolios is insufficient, rider charges will be
deducted from the fixed account and a market value adjustment may apply.
We deduct the rider charges directly from your contract value in the
investment portfolios; if the value in the investment portfolios is
insufficient, rider charges will be deducted from the fixed account.
The rider charges are as follows:

  OPTIONAL BENEFIT RIDER CHARGES

  Minimum Guaranteed Accumulation Benefit (MGAB) rider
       Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year............0.125% of the MGAB Charge Base* (0.50% annually)
       20 Year............0.125% of the MGAB Charge Base  (0.50% annually)

  Minimum Guaranteed Income Benefit (MGIB) rider
       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% ................0.05% of the MGIB Base*  (0.20% annually)
       3%.................0.08% of the MGIB Base   (0.32% annually)
       5%.................0.10% of the MGIB Base   (0.40% annually)
       6%.................0.15% of the MGIB Base   (0.60% annually)
       7%.................0.125% of the MGIB Base (0.50% annually)

  Minimum Guaranteed Withdrawal Benefit (MGWB) rider
       Quarterly Charge
       ----------------
       0.125% of the MGWB Eligible Payment Amount* (0.50% annually)

       * See prospectus for a description.

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

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

                                                        PREMIUM PLUS PROFILE
                                  4

<PAGE>
<PAGE>


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 year is 10% of your contract value on the date of the
withdrawal less any prior withdrawals during that 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 withdrawn.

  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8   9+
     SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

The following table is designed to help you understand the Contract
charges.  The "Total Annual Insurance Charges" column is divided into two:
one part reflects the maximum mortality and expense risk charge, the
asset-based administrative charge, the annual contract administrative
charge as 0.05% (based on an average contract value of $80,000) and the
highest optional rider charge as 0.75% in most cases, assuming the rider base
is equal to the initial premium and the rider base increases by 7% each year.
(Note, however, for the Liquid Asset and Limited Maturity Bond portfolios,
the rider charge is equal to 0.50% because the base for the rider
accumulates at the assumed net rate, not 7%.) The second part reflects the
same insurance charges but without any rider charges.  The "Total Annual
Investment Portfolio Charges" column reflects the portfolio charges for each
portfolio and are based on actual expenses as of December 31, 1998, except
for (i) portfolios that commenced operations during 1998 where the charges
have been estimated, and (ii) newly formed portfolios where the charges have
been estimated. The column "Total Annual Charges" reflects the sum of the
previous two columns.  The columns under the heading "Examples" show you how
much you would pay under the Contract for a 1-year period and for a 10-year
period.

As required by the SEC, the examples assume that you invested $1,000
and received a $40 credit 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
7% Solution Enhanced Death Benefit.  For these examples, the premium
tax is assumed to be 0%.

                                                        PREMIUM PLUS PROFILE
                                   5

<PAGE>
<PAGE>

<TABLE>
<CAPTION>                                                                           Examples:
                          Total Annual                 Total Annual       Total Charges at the end of:
                        Insurance Charges                Charges            1 Year           10 Years
                        -----------------             -------------     --------------    --------------
                        w/the     w/o     Total       w/the    w/o      w/the    w/o      w/the    w/o
                        Highest   any     Investment  Highest  any      Highest  any      Highest  any
                        Rider     Rider   Portfolio   Rider    Rider    Rider    Rider    Rider    Rider
Investment Portfolio    Charge    Charge  Charges     Charge   Charge   Charge   Charge   Charge   Charge
--------------------    ------    ------  ----------  ------   ------   ------   ------   ------   ------
<S>                     <C>       <C>     <C>         <C>      <C>      <C>      <C>      <C>      <C>
THE GCG TRUST
Liquid Asset            2.55%     1.75%   0.59%       3.14%    2.34%    $113     $105     $364     $278
Limited Maturity Bond   2.55%     1.75%   0.60%       3.15%    2.35%    $113     $105     $365     $279
Global Fixed Income     2.93%     1.75%   1.60%       4.53%    3.35%    $127     $115     $482     $379
Total Return            2.93%     1.75%   0.97%       3.90%    2.72%    $121     $109     $429     $317
Investors               2.93%     1.75%   1.01%       3.94%    2.76%    $121     $109     $432     $321
Equity Income           2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Fully Managed           2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Rising Dividends        2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Large Cap Value         2.93%     1.75%   1.01%       3.94%    2.76%    $121     $109     $432     $321
Capital Growth          2.93%     1.75%   1.08%       4.01%    2.83%    $122     $110     $438     $328
Growth                  2.93%     1.75%   1.09%       4.02%    2.84%    $122     $110     $439     $329
Value Equity            2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Research                2.93%     1.75%   0.94%       3.87%    2.69%    $120     $108     $426     $314
Mid-Cap Growth          2.93%     1.75%   0.95%       3.88%    2.70%    $121     $108     $427     $315
Strategic Equity        2.93%     1.75%   0.99%       3.92%    2.74%    $121     $109     $430     $319
Capital Appreciation    2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
All Cap                 2.93%     1.75%   1.01%       3.94%    2.76%    $121     $109     $432     $321
Small Cap               2.93%     1.75%   0.99%       3.92%    2.74%    $121     $109     $430     $319
Real Estate             2.93%     1.75%   0.99%       3.92%    2.74%    $121     $109     $430     $319
Hard Assets             2.93%     1.75%   1.00%       3.93%    2.75%    $121     $109     $431     $320
Managed Global          2.93%     1.75%   1.26%       4.19%    3.01%    $124     $112     $454     $346
Developing World        2.93%     1.75%   1.83%       4.76%    3.58%    $130     $117     $501     $400

THE GALAXY VIP FUND
Equity                  2.93%     1.75%   1.05%       3.98%    2.80%    $122     $109     $436     $325
Growth and Income       2.93%     1.75%   1.50%       4.43%    3.25%    $126     $114     $474     $369
Small Company Growth    2.93%     1.75%   1.60%       4.53%    3.35%    $127     $115     $482     $379
Asset Allocation        2.93%     1.75%   1.07%       4.00%    2.82%    $122     $110     $437     $327
High Quality Bond       2.93%     1.75%   0.90%       3.83%    2.65%    $120     $108     $422     $310

THE PIMCO TRUST
PIMCO High Yield Bond   2.93%     1.75%   0.75%       3.68%    2.50%    $119     $106     $409     $295
PIMCO StocksPLUS
  Growth and Income     2.93%     1.75%   0.65%       3.58%    2.40%    $117     $105     $400     $285

THE WARBURG PINCUS TRUST
International Equity    2.93%     1.75%   1.33%       4.26%    3.08%    $124     $112     $460     $353


</TABLE>

The "Total Annual Investment Portfolio Charges" column above reflects
current expense reimbursements for applicable investment portfolios.  The
1 Year examples above include an 8% surrender charge.  For more detailed
information, see "Fees and Expenses" in the prospectus for the Contract.

                                                        PREMIUM PLUS PROFILE
                                   6

<PAGE>
<PAGE>

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

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

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

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

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase.
You may elect in advance to take systematic withdrawals which are
described on page [11].  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
average annual total return for each portfolio that was in operation for
the entire year of 1998.  These numbers reflect the deduction of the
mortality and expense risk charge (based on the 7% Solution Enhanced
Death Benefit), the asset-based administrative charge, the annual
contract fee and the maximum optional benefit rider charge on a rider
base that accumulates at 7%, but do not reflect deductions for surrender
charges, if any.  If surrender charges were reflected, they would have
the effect of reducing performance.  Please keep in mind that past
performance is not a guarantee of future results.

                                                        PREMIUM PLUS PROFILE
                                   7

<PAGE>
<PAGE>

                                                         CALENDAR YEAR
     INVESTMENT PORTFOLIO                                    1998
     Managed by A I M  Capital Management, Inc.
       Capital Appreciation(1)                                  %
       Strategic Equity(2)                                      %
     Managed by Alliance Capital Management L.P.
       Capital Growth(2)                                        %
     Managed by Baring International Investment Limited
       Developing World(2)                                      %
       Global Fixed Income                                            %
       Hard Assets(2)
     Managed by Capital Guardian Trust Company
       Large Cap                                                %
       Managed Global(3)                                        %
       Small Cap(3)                                             %
     Managed by Eagle Asset Management, Inc.
       Value Equity                                             %
     Managed by EII Realty Securities, Inc.
       Real Estate                                              %
     Managed by ING Investment Management, LLC
       Limited Maturity Bond                                    %
       Liquid Asset                                             %
     Managed by Janus Capital Corporation
       Growth(2)                                                %
     Managed by Kayne Anderson Investment Management, LLC
       Rising Dividends                                         %
     Managed by Massachusetts Financial Services Company
       Mid-Cap Growth                                           %
       Research                                                 %
       Total Return                                             %
     Managed by Salomon Brothers Management, Inc.
       All Cap                                                  %
       Investors                                                %
     Managed by T. Rowe Price Associates, Inc.
       Equity Income(2)                                         %
       Fully Managed                                            %
     Managed by Pacific Investment Mangement Company
       PIMCO High Yield Bond                                    %
       PIMCO StocksPLUS Growth and Income                       %
     Managed by Credit Suisse Asset Management, LLC
       International Equity                                     %
     Fleet Investment Advisors, Inc.
       Asset Allocation Fund
       Equity Fund
       Growth and Income Fund
       High Quality Bond Fund
       Small Company Growth Fund
      --------------------------
      (1)Prior to April 1, 1999, a different firm managed the Portfolio.
      (2)Prior to March 1, 1999, a different firm managed the Portfolio.
      (3)Prior to February 1, 2000, a different firm managed the Portfolio.

9.   DEATH BENEFIT
You may choose (i) the Standard Death Benefit, (ii) the 7% Solution
Enhanced Death Benefit or (iii) the Annual Ratchet Enhanced Death
Benefit.  The 7% Solution Enhanced Death Benefit is available only if the
contract owner or the annuitant (if the contract owner is not an
individual) is not more than 80 years old at the time of purchase.  The
Annual Ratchet Enhanced Death Benefit is available only if the contract
owner or the annuitant (if the contract owner is not an individual) is
not more than 79 years old at the time of purchase.  The 7% Solution and
Annual Ratchet Enhanced Death Benefits may not be available where a
Contract is held by joint owners.

The death benefit is payable when the first of the following persons die:
the contract owner, joint owner, or annuitant (if a contract owner is not
an individual).  Assuming you are the contract owner, if you die during
the accumulation phase, your beneficiary will receive a death benefit
unless the beneficiary is your surviving spouse and elects to continue
the Contract.  The death benefit paid depends on the death benefit you
have chosen.  The death benefit value is calculated at the close of the
business day on which

                                                        PREMIUM PLUS PROFILE
                                   8

<PAGE>
<PAGE>

we receive written notice and due proof of death, as well as required
claim forms, at our Customer Service Center.  If your  beneficiary elects
to delay receipt of the death benefit until a date  after the time of your
death, the amount of the benefit payable in the future may be affected.
If you die after the annuity start date and you are the annuitant, your
beneficiary will receive the death benefit you chose under the annuity option
then in effect.

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

Under the STANDARD DEATH BENEFIT, if you die before the annuity start
date, your beneficiary will receive the greatest of:

     1) the contract value minus any credits added within 1 year;
     2) the total premium payments made under the Contract after
        subtracting any withdrawals; or
     3) the cash surrender value.

Under the 7% SOLUTION ENHANCED DEATH BENEFIT, if you die before the
annuity start date, your beneficiary will receive the greatest of:

     1) the contract value minus any credits added within 1 year prior to
        death;
     2) the total premium payments made under the Contract after
        subtracting any withdrawals;
     3) the cash surrender value; or
     4) the enhanced death benefit minus any credits added within 1 year of
        death, which we determine as follows: we credit interest each
        business day at the 7% annual effective rate to the enhanced
        death benefit from the preceding day (which would be the
        initial premium and the credit added if the preceding day is
        the contract date), then we add additional premiums paid and
        credits added since the preceding day, then we subtract any
        withdrawals (including any market value adjustment applied to
        such withdrawal) since the preceding day, and then we subtract
        any associated surrender charges.  The maximum enhanced death
        benefit is 2 times all premium payments and credits added,
        less an amount to reflect withdrawals.

    Note:  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 7% 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 investment in the fixed account
           will be the lesser of the 7% annual effective rate or the
           interest credited to such investment during the applicable
           period.  Thus, selecting these investments may limit the
           enhanced death benefit.

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 minus any credits added within 1 year prior to
        death;

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

     3) the cash surrender value; or

     4) the enhanced death benefit minus
        any credits added within 1 year prior to death, which is
        determined as follows: On each contract anniversary that occurs
        on or before the contract owner turns age 80, 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


                                                        PREMIUM PLUS PROFILE
                                   9

<PAGE>
<PAGE>

        enhanced death benefit from the preceding day (which would be
        the initial premium and credit added if the preceding day is
        the contract date), then we add additional premiums paid and
        credits added since the preceding day, and then we subtract any
        withdrawals (including any market value adjustment applied to
        such withdrawal) since the preceding day, and then we subtract
        any associated surrender charges.  That amount becomes the new
        enhanced death benefit.

    Note:  In all cases described above, the amount of the death benefit
           could be reduced by premium taxes owed and withdrawals not
           previously deducted.  The enhanced death benefits may not
           be available in your state.

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

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

  NO PROBATE.  In most cases, when you die, the person you chose as your
beneficiary will receive the death benefit without going through probate.
See "Federal Tax Considerations - Taxation of Death Benefit Proceeds" in
the prospectus for the Contract.

  OPTIONAL RIDERS.  Subject to state availability, you may purchase
one of three optional benefit riders for an additional charge.  You may
not add more than one of these three riders to your Contract.  There
are separate charges for each rider.  Once elected, the riders
generally may not be cancelled.  This means once added the rider
may not be removed and charges will be assessed regardless of the
performance of your Contract.

                                                        PREMIUM PLUS PROFILE
                                   10

<PAGE>
<PAGE>

  Minimum Guaranteed Accumulation Benefit (MGAB) Rider.  The MGAB is an
optional benefit which offers you the ability to receive a one-time
adjustment to your contract value in the event your contract value on a
specified date is below the MGAB rider guarantee.  When added at issue,
the MGAB rider guarantees that your contract value will at least equal
your initial premium payment plus credits at the end of ten years, or, at
least equal two times your initial premium payment plus credits at the end
of twenty years, depending on the waiting period you select, reduced pro rata
for withdrawals and certain transfers.  The MGAB rider offers a ten-year
option and a twenty-year option, of which you may purchase only one.
Withdrawals and certain transfers may reduce the guarantee by more than the
amount withdrawn or transferred.  The MGAB rider may offer you protection in
the event of a lower contract value that may result from unfavorable investment
performance of your Contract. There are exceptions, conditions, eligibility
requirements, and important considerations associated with the MGAB
rider.  You should read the prospectus for more complete information.

   Minimum Guaranteed Income Benefit (MGIB) Rider.  The MGIB rider is an
optional benefit which guarantees a minimum amount of income that will be
available to you upon annuitization, regardless of fluctuating market
conditions.  Ordinarily, the amount of income that will be available to
you upon annuitization is based upon your contract value, the annuity
option you selected and the guaranteed or then current income factors
in effect.  If you purchase the MGIB rider, the minimum amount of income
that will be available to you upon annuitization on the MGIB Benefit Date
is the greater of the amounts that are ordinarily available to you under
your Contract and the MGIB annuity benefit, which is based on your MGIB
Base, the MGIB annuity option you selected and the MGIB guaranteed income
factors specified in your rider.  Your MGIB Base generally depends on
the amount of premiums you pay during the first five contract years after
you purchase the rider, the credit(s) applied, when you pay the premiums,
accumulated at the MGIB rate, less adjustments for withdrawals and
transfers.  There are exceptions, conditions, eligibility requirements,
and important considerations associated with the MGIB rider.  You should
read the prospectus for more complete information.

   Minimum Guaranteed Withdrawal Benefit (MGWB) Rider.  The MGWB
rider is an optional benefit which guarantees that if your contract
value is reduced to zero you will receive annual periodic payments,
when added together, equal to all premium payments and credits paid
during the first two contract years, less adjustments for any prior
withdrawals. If your contract value is reduced to zero, our periodic
payments will be 7% of your Eligible Payment Amount every year.  (Of
course, any applicable income and penalty taxes will apply to amounts
withdrawn.)  Your original Eligible Payment Amount is your premium
payments and credits received during the first two contract years.
Withdrawals that you make in excess of the above periodic payment
amount may substantially reduce the guarantee.  There are exceptions,
conditions, eligibility requirements, and important considerations
associated with the MGWB rider.  You should read the prospectus for
more complete information.

  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.  It 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
   surrender charge.  Withdrawals from your money in the fixed account
   under this

                                                        PREMIUM PLUS PROFILE
                                   11

<PAGE>
<PAGE>

   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 profile and the
prospectus, please contact us at:

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

or your registered representative.

                                                        PREMIUM PLUS PROFILE
                                   12

<PAGE>
<PAGE>

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

                           FEBRUARY 1, 2000
       DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
       GOLDENSELECT PREMIUM PLUS/R/ FEATURING THE GALAXY VIP FUND

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

The Contract provides a means for you to invest your premium payments and
credits in one or more of 30 mutual fund investment portfolios.  You may
also allocate premium payments and credits to our Fixed Account with
guaranteed interest periods.  Your contract value will vary daily to
reflect the investment performance of the investment portfolio(s) you
select and any interest credited to your allocations in the Fixed
Account.  The investment portfolios available under your Contract and the
portfolio managers are:

  A I M CAPITAL MANAGEMENT, INC.
    Capital Appreciation Series
    Strategic Equity Series
  ALLIANCE CAPITAL MANAGEMENT L.P.
    Capital Growth Series
  BARING INTERNATIONAL INVESTMENT
    LIMITED (AN AFFILIATE)
    Developing World Series
    Global Fixed Income Series
    Hard Assets Series
  CAPITAL GUARDIAN TRUST COMPANY
    Large Cap Value Series
    Managed Global Series
    Small Cap Series
  EAGLE ASSET MANAGEMENT, INC.
    Value Equity Series
  EII REALTY SECURITIES, INC.
    Real Estate Series
  ING INVESTMENT MANAGEMENT, LLC
    (AN AFFILIATE)
    Limited Maturity Bond Series
    Liquid Asset Series
  JANUS CAPITAL CORPORATION
    Growth Series
  KAYNE ANDERSON INVESTMENT
    MANAGEMENT, LLC
    Rising Dividends Series
  MASSACHUSETTS FINANCIAL SERVICES
    COMPANY
    Mid-Cap Growth Series
    Research Series
    Total Return Series
   SALOMON BROTHERS ASSET
    MANAGEMENT, INC
    All Cap Series
    Investors Series
   T. ROWE PRICE ASSOCIATES, INC.
    Equity Income Series
    Fully Managed Series
   FLEET INVESTMENT ADVISORS INC.
    Asset Allocation Fund
    Equity Fund
    Growth and Income Fund
    High Quality Bond Fund
    Small Company Growth Fund
  PACIFIC INVESTMENT MANAGEMENT
    COMPANY
    PIMCO High Yield Bond Portfolio
    PIMCO StocksPLUS Growth and
    Income Portfolio
  CREDIT SUISSE ASSET MANAGEMENT, LLC
    International Equity Portfolio

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

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

This prospectus provides information that you should know before
investing and should be kept for future reference. A Statement of
Additional Information, dated February 1, 2000, has been filed with the
Securities and Exchange Commission ("SEC").  It is available without
charge upon request.  To obtain a copy of this document, write to our
Customer Service Center at P.O. Box 2700, West Chester, Pennsylvania
19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov).  The table of contents of the 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 SUBACCOUNTS THROUGH THE GCG TRUST, THE GALAXY VIP FUND,
THE PIMCO TRUST OR
THE WARBURG PINCUS TRUST IS NOT A BANK DEPOSIT AND IS NOT INSURED OR
GUARANTEED BY ANY BANK OR BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENT AGENCY.

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



<PAGE>
<PAGE>

                            TABLE OF CONTENTS

                                                                        PAGE
     Index of Special Terms
     Fees and Expenses
     Performance Information
        Accumulation Unit
        Net Investment Factor
        Condensed Financial Information
        Financial Statements
        Performance Information
     Golden American Life Insurance Company
     The Trusts
     Golden American Separate Account B
     The Investment Portfolios
        Investment Objectives
        Investment Management Fees
     The Fixed Interest Allocation
        Selecting a Guaranteed Interest Period
        Guaranteed Interest Rates
        Transfers from a Fixed Interest Allocation
        Withdrawals from a Fixed Interest Allocation
        Market Value Adjustment
     The Annuity Contract
        Contract Date and Contract Year
        Annuity Start Date
        Contract Owner
        Annuitant
        Beneficiary
        Purchase and Availability of the Contract
        Crediting of Premium Payments
        Additional Credit to Premium
        Contract Value
        Cash Surrender Value
        Surrendering to Receive the Cash Surrender Value
        Addition, Deletion or Substitution of Subaccounts and Other
     Changes
        The Fixed Account
        Optional Riders
          Rider Date
          Special Funds
          No Cancellation
          Termination
          Minimum Guaranteed Accumulation Benefit Rider
          Minimum Guaranteed Income Benefit Rider
          Minimum Guaranteed Withdrawal Benefit Rider
        Other Contracts
        Other Important Provisions
     Withdrawals
        Regular Withdrawals
        Systematic Withdrawals
        IRA Withdrawals

                                   i

<PAGE>
<PAGE>

     Transfers Among Your Investments
        Dollar Cost Averaging
        Automatic Rebalancing
     Death Benefit Choices
        Death Benefit During the Accumulation Phase
          Standard Death Benefit
          Enhanced Death Benefits
        Death Benefit During the Income Phase
     Charges and Fees
        Charge Deduction Subaccount
        Charges Deducted from the Contract Value
          Surrender Charge
          Free Withdrawal Amount
          Surrender Charge for Excess Withdrawals
          Premium Taxes
          Administrative Charge
          Transfer Charge
        Charges Deducted from the Subaccounts
          Mortality and Expense Risk Charge
          Asset-Based Administrative Charge
        Trust Expenses
     The Annuity Options
        Annuitization of Your Contract
        Selecting the Annuity Start Date
        Frequency of Annuity Payments
        The Annuity Options
          Income for a Fixed Period
          Income for Life with a Period Certain
          Joint Life Income
          Annuity Plan
        Payment When Named Person Dies
     Other Contract Provisions
        Reports to Contract Owners
        Suspension of Payments
        In Case of Errors in Your Application
        Assigning the Contract as Collateral
        Contract Changes-Applicable Tax Law
        Free Look
        Group or Sponsored Arrangements
        Selling the Contract
     Other Information
        Voting Rights
        Year 2000 Problem
        State Regulation
        Legal Proceedings
        Legal Matters
        Experts
     Federal Tax Considerations
     More Information About Golden American
     Unaudited Financial Statements of Golden American Life Insurance
     Company
     Financial Statements of Golden American Life Insurance Company
     Statement of Additional Information
        Table of Contents
     Appendix A

                                   ii

<PAGE>
<PAGE>

        Condensed Financial Information                        A1
     Appendix B
        Market Value Adjustment Examples                       B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example        C1

                                  iii

<PAGE>
<PAGE>

                         INDEX OF SPECIAL TERMS

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

SPECIAL TERM                          PAGE
Accumulation Unit                       7
Annual Ratchet Enhanced Death Benefit  25
Annuitant                              17
Annuity Start Date                     16
Cash Surrender Value                   20
Contract Date                          16
Contract Owner                         16
Contract Value                         19
Contract Year                          16
Fixed Interest Allocation              13
Free Withdrawal Amount                 27
Market Value Adjustment                15
Net Investment Factor                   7
7% Solution Enhanced Death Benefit     25
Standard Death Benefit                 25

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

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

                                   1

<PAGE>
<PAGE>

                            FEES AND EXPENSES

CONTRACT OWNER TRANSACTION EXPENSES*
   Surrender Charge:

  COMPLETE YEARS ELAPSED    0    1    2    3    4    5    6    7    8    9+
     SINCE PREMIUM PAYMENT
  SURRENDER CHARGE          8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

   Transfer Charge                                          None**

   * If you invested in a Fixed Interest Allocation, a Market Value
     Adjustment may apply to certain transactions.  This may increase
     or decrease your contract value and/or your transfer or surrender
     amount.
   **We may in the future charge $25 per transfer if you make more than
     12 transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE ***
Administrative Charge--------------------------------------$40
 (We waive this charge if the total of your premium payments is $100,000
   or more, or if your contract value at the end of a contract year is
   $100,000 or more.)
 ***We deduct this charge on each contract anniversary and on surrender.

SEPARATE ACCOUNT ANNUAL CHARGES****

<TABLE>
                                         STANDARD         ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET 7% SOLUTION
    <S>                                   <C>                <C>           <C>
    Mortality & Expense Risk Charge       1.25%              1.40%         1.55%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%
                                          -----              -----         -----
       Total                              1.40%              1.55%         1.70%
</TABLE>

   ****As a percentage of average daily assets in each subaccount.
       The Separate Account Annual Charges are deducted daily.

OPTIONAL RIDER CHARGES*****

  Minimum Guaranteed Accumulation Benefit rider:
       Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year............0.125% of the MGAB Charge Base(1) (0.50% annually)
       20 Year............0.125% of the MGAB Charge Base    (0.50% annually)

  Minimum Guaranteed Income Benefit rider:
       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% ................0.05% of the MGIB Base(2)  (0.20% annually)
       3%.................0.08% of the MGIB Base     (0.32% annually)
       5%.................0.10% of the MGIB Base     (0.40% annually)
       6%.................0.15% of the MGIB Base     (0.60% annually)
       7%.................0.125% of the MGIB Base    (0.50% annually)

                                   2

<PAGE>
<PAGE>

  Minimum Guaranteed Withdrawal Benefit rider:
       Quarterly Charge
       ----------------
       0.125% of the MGWB Eligible Payment Amount(3) (0.50% annually)

  *****We deduct optional rider charges  from the subaccounts in which
       you are invested on each quarterly contract anniversary and pro rata
       on termination of the Contract: if the value in the subaccounts is
       insufficient, the optional rider charges will be deducted from
       the Fixed Interest Allocations nearest maturity.

(1) The MGAB Charge Base is the total of premiums and credits added during
    the 2-year period commencing on the rider date if you purchase the
    rider on the contract date, or, your contract value on the rider date
    plus premiums and credits added during the 2-year period commencing on
    the rider date if you purchase the rider after the contract date,
    reduced pro rata for all withdrawals taken while the MGAB rider is in
    effect, and reduced pro rata for transfers made during the 3-year
    period before the MGAB Benefit Date.

(2) The MGIB Base is generally depends on the amount of premiums you pay
    during the first five contract  years after you purchase the rider and
    the credit(s) applied, when you pay the premiums, and less a pro rata
    deduction for any withdrawal or transfer made while the MGIB rider
    is in effect.

(3) The MGWB Eligible Payment Amount is (i) the total of premiums and
    credits paid during the 2-year period commencing on the rider date if
    you purchase the rider on the contract date; or (ii) your contract
    value on the rider date plus subsequent premiums and credits received
    during the two-year period commencing on the rider date.

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


                                               OTHER           TOTAL
                                             EXPENSES(2)      EXPENSES
                                MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE
  PORTFOLIO                       FEE(1)    REIMBURSEMENT  REIMBURSEMENT(3)

  Liquid Asset                     0.59%        0.00%          0.59%
  Limited Maturity Bond            0.60%        0.00%          0.60%
  Global Fixed Income              1.60%        0.00%          1.60%(3)
  Total Return                     0.94%        0.03%          0.97%(3)
  Investors                        1.00%        0.01%          1.01%
  Equity Income                    0.98%        0.00%          0.98%
  Fully Managed                    0.98%        0.00%          0.98%
  Rising Dividends                 0.98%        0.00%          0.98%
  Large Cap Value                  1.00%        0.01%          1.01%
  Capital Growth                   1.08%        0.00%          1.08%
  Growth                           1.08%        0.01%          1.09%
  Value Equity                     0.98%        0.00%          0.98%
  Research                         0.94%        0.00%          0.94%
  Mid-Cap Growth                   0.94%        0.01%          0.95%
  Strategic Equity                 0.98%        0.01%          0.99%
  Capital Appreciation             0.98%        0.00%          0.98%
  All Cap                          1.00%        0.01%          1.01%
  Small Cap                        0.98%        0.01%          0.99%
  Real Estate                      0.98%        0.01%          0.99%
  Hard Assets                      0.98%        0.02%          1.00%
  Managed Global                   1.25%        0.01%          1.26%
  Developing World                 1.75%        0.08%          1.83%

 (1)Fees decline as the total assets of certain combined portfolios
    increase. See the prospectus for The GCG Trust for more information.
 (2)Other expenses generally consist of independent trustees fees and
    certain expenses associated with investing in international markets.
    Other expenses are based on actual expenses for the year ended
    December 31, 1998, except for portfolios that commenced operations in
    1998 where the charges have been annualized.
 (3)Total expenses are based on actual expenses for the fiscal year ended
    December 31, 1998.  Directed Services, Inc. is currently reimbursing
    expenses to maintain total expenses at 0.97% for the Total Return
    portfolio and 1.60% for the Global Fixed Income portfolio as shown.
    Without this reimbursement, and based on actual reimbursements for
    fiscal year ended December 31, 1998, total expenses would have been
    0.98% for the Total Return portfolio and 1.74% for the Global Fixed
    Income portfolio.  This reimbursement agreement will remain in place
    through August 14, 2000 after which it may be terminated at any time.

                                   3

<PAGE>
<PAGE>

THE GALAXY VIP FUND ANNUAL EXPENSES (as a percentage of the average daily
net assets of a portfolio):

                                                 OTHER            TOTAL
                               MANAGEMENT       EXPENSES         EXPENSES
                               FEE AFTER     AFTER EXPENSE    AFTER EXPENSE
  PORTFOLIO                  FEE WAIVER(1)  REIMBURSEMENT(1)  REIMBURSEMENT(1)

  Equity                         0.75%           0.30%             1.05%
  Growth and Income              0.75%           0.75%             1.50%
  Small Company Growth           0.75%           0.85%             1.60%
  Asset Allocation               0.75%           0.32%             1.07%
  High Quality Bond              0.40%           0.50%             0.90%


 (1)For the Equity, Asset Allocation and High Quality Bond portfolios,
    total expenses are based on actual expenses for the fiscal year ended
    December 31, 1998.  For the Growth and Income and Small Company Growth
    portfolios, total expenses are based on estimates for the current year.
    Fleet Investment Advisors Inc. and/or the administrator have agreed to
    waive certain fees and/or reimburse fund expenses of 0.35%, 6.09% and
    0.20% for the Growth and Income, Small Company Growth, and High Quality
    Bond portfolios, respectively, for the current year.  Without this
    agreement, and based on actual waivers and reimbursements for the fiscal
    year ended December 31, 1998, total expenses would have been 1.05%,
    2.58%, 12.86%, 1.07% and 1.10% for the Equity, Growth and Income, Small
    Company Growth, Asset Allocation and High Quality Bond portfolios,
    respectively.


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

                                               OTHER          TOTAL
                                              EXPENSES       EXPENSES
                               MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE
  PORTFOLIO                       FEE      REIMBURSEMENT  REIMBURSEMENT(1)

  PIMCO High Yield Bond          0.50%        0.25%(2)         0.75%
  PIMCO StocksPLUS Growth
     and Income                  0.40%        0.25%            0.65%

 (1)PIMCO has agreed to waive some or all of its other expenses, subject
    to potential future reimbursement, to the extent that total expenses
    for the PIMCO High Yield Bond Portfolio and PIMCO StocksPLUS Growth
    and Income portfolio would exceed 0.75% and 0.65%, respectively, due
    to payment by the portfolios of their pro rata portion of Trustees'
    fees.  Without this agreement and, based on current estimates, total
    expenses would be 0.81% for the PIMCO High Yield Bond portfolio and
    0.72% for the PIMCO StocksPLUS Growth and Income portfolio.
 (2)Since the PIMCO High Yield Bond portfolio commenced operations on
    April 30, 1998, other expenses as shown have been annualized for the
    year ended December 31, 1998.

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

                                ADVISORY       OTHER        TOTAL
  PORTFOLIO                       FEE         EXPENSES    EXPENSES(1)

  International Equity           1.00%         0.33%        1.33%

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

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

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

                                  4

<PAGE>
<PAGE>

EXAMPLES:
The following four examples are designed to show you the expenses you
would pay on a $1,000 investment, plus a credit of $40, that earns 5%
annually.  Each example assumes election of the 7% Solution Enhanced
Death Benefit.  The examples reflect the deduction of a mortality and
expense risk charge, an asset-based administrative charge, and the
annual contract administrative charge as an annual charge of 0.05% of
assets (based on an average contract value of $80,000).  In addition,
Examples 1 and 2 assume you elected an optional benefit rider with the
highest charge 0.75% annually where the rider base is equal to the initial
premium and increases by 7% annually, except for the Liquid Asset and
Limited Maturity Bond portfolios, where the charge is 0.50% annually and
assume the rider charge is assessed each quarter on a base equal to the
hypothetical $1,000 premium increasing at 7% per year (the assumed net
rate for the Liquid Asset and Limited Maturity Bond portfolios). The annual
charge of 0.75% results from the assumption of a 7% annual increase in the
rider base but only a 5% earnings increase in the contract value before
expenses.  Thus, 0.75% represents an annual charge over a 10-year period
which is equivalent to an increasing charge of 0.125% per quarter over the
same period. If the Standard Death Benefit, the Annual Ratchet Enhanced Death
Benefit is elected instead of the 7% Solution Enhanced Death Benefit used in
the examples, the actual expenses will be less than those represented in the
examples.   Note that surrender charges may apply if you choose to  annuitize
your Contract within the first 5 contract years, and under certain
circumstances, within the first 9 contract years.  Thus, inthe event
you annuitize your Contract under circumstances that require a surrender
charge, you should refer to Examples 1 and 3 below which assume applicable
surrender charges.

Example 1:
If you surrender your Contract at the end of the applicable time period
and elected an optional benefit rider with the highest charge, you would
pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $113        $182        $243        $364
    Limited Maturity Bond       $113        $182        $244        $365
    Global Fixed Income         $127        $222        $308        $482
    Total Return                $121        $204        $278        $429
    Investors                   $121        $205        $280        $432
    Equity Income               $121        $204        $279        $430
    Fully Managed               $121        $204        $279        $430
    Rising Dividends            $121        $204        $279        $430
    Large Cap Value             $121        $205        $280        $432
    Capital Growth              $122        $207        $284        $438
    Growth                      $122        $207        $284        $439
    Value Equity                $121        $204        $279        $430
    Research                    $120        $203        $277        $426
    Mid-Cap Growth              $121        $203        $277        $427
    Strategic Equity            $121        $204        $279        $430
    Capital Appreciation        $121        $204        $279        $430
    All Cap                     $121        $205        $280        $432
    Small Cap                   $121        $204        $279        $430
    Real Estate                 $121        $204        $279        $430
    Hard Assets                 $121        $205        $280        $431
    Managed Global              $124        $212        $292        $454
    Developing World            $130        $229        $319        $501

    THE GALAXY VIP FUND
    Equity                      $122        $206        $282        $436
    Growth and Income           $126        $219        $304        $474
    Small Company Growth        $127        $222        $308        $482
    Asset Allocation            $122        $207        $283        $437
    High Quality Bond           $120        $202        $275        $422

    THE PIMCO TRUST
    PIMCO High Yield Bond       $119        $197        $268        $409
    PIMCO StocksPLUS
      Growth and Income         $117        $194        $263        $400

    THE WARBURG PINCUS TRUST
    International Equity        $124        $214        $296        $460

                                   5

<PAGE>
<PAGE>

Example 2:
If you do not surrender your Contract at the end of the applicable time
period and elected an optional benefit rider with the highest charge, you
would pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $33        $102        $173        $364
    Limited Maturity Bond        $33        $102        $174        $365
    Global Fixed Income          $47        $142        $238        $482
    Total Return                 $41        $124        $208        $429
    Investors                    $41        $125        $210        $432
    Equity Income                $41        $124        $209        $430
    Fully Managed                $41        $124        $209        $430
    Rising Dividends             $41        $124        $209        $430
    Large Cap Value              $41        $125        $210        $432
    Capital Growth               $42        $127        $214        $438
    Growth                       $42        $127        $214        $439
    Value Equity                 $41        $124        $209        $430
    Research                     $40        $123        $207        $426
    Mid-Cap Growth               $41        $123        $207        $427
    Strategic Equity             $41        $124        $209        $430
    Capital Appreciation         $41        $124        $209        $430
    All Cap                      $41        $125        $210        $432
    Small Cap                    $41        $124        $209        $430
    Real Estate                  $41        $124        $209        $430
    Hard Assets                  $41        $125        $210        $431
    Managed Global               $44        $132        $222        $454
    Developing World             $50        $149        $249        $501

    THE GALAXY VIP FUND
    Equity                       $42        $126        $212        $436
    Growth and Income            $46        $139        $234        $474
    Small Company Growth         $47        $142        $238        $482
    Asset Allocation             $42        $127        $213        $437
    High Quality Bond            $40        $122        $205        $422

    THE PIMCO TRUST
    PIMCO High Yield Bond        $39        $117        $198        $409
    PIMCO StocksPLUS
      Growth and Income          $37        $114        $193        $400

    THE WARBURG PINCUS TRUST
    International Equity         $44        $134        $226        $460

                                   6

<PAGE>
<PAGE>

Example 3:
If you surrender your Contract at the end of the applicable time period
and did not elect any optional benefit rider, you would pay the following
expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $105        $156        $200        $278
    Limited Maturity Bond       $105        $156        $201        $279
    Global Fixed Income         $115        $187        $252        $379
    Total Return                $109        $168        $220        $317
    Investors                   $109        $169        $222        $321
    Equity Income               $109        $168        $220        $318
    Fully Managed               $109        $168        $220        $318
    Rising Dividends            $109        $168        $220        $318
    Large Cap Value             $109        $169        $222        $321
    Capital Growth              $110        $171        $225        $328
    Growth                      $110        $172        $226        $329
    Value Equity                $109        $168        $220        $318
    Research                    $108        $167        $218        $314
    Mid-Cap Growth              $108        $167        $219        $315
    Strategic Equity            $109        $168        $221        $319
    Capital Appreciation        $109        $168        $220        $318
    All Cap                     $109        $169        $222        $321
    Small Cap                   $109        $168        $221        $319
    Real Estate                 $109        $168        $221        $319
    Hard Assets                 $109        $169        $221        $320
    Managed Global              $112        $177        $234        $346
    Developing World            $117        $194        $263        $400

    THE GALAXY VIP FUND
    Equity                      $109        $170        $224        $325
    Growth and Income           $114        $184        $247        $369
    Small Company Growth        $115        $187        $252        $379
    Asset Allocation            $110        $171        $225        $327
    High Quality Bond           $108        $166        $216        $310

    THE PIMCO TRUST
    PIMCO High Yield Bond       $106        $161        $208        $295
    PIMCO StocksPLUS
      Growth and Income         $105        $158        $203        $285

    THE WARBURG PINCUS TRUST
    International Equity        $112        $179        $238        $353

                                   7

<PAGE>
<PAGE>

Example 4:
If you do not surrender your Contract at the end of the applicable time
period and did not elect any optional benefit rider, you would pay the
following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $25         $76        $130        $278
    Limited Maturity Bond        $25         $76        $131        $279
    Global Fixed Income          $35        $107        $182        $379
    Total Return                 $29         $88        $150        $317
    Investors                    $29         $89        $152        $321
    Equity Income                $29         $88        $150        $318
    Fully Managed                $29         $88        $150        $318
    Rising Dividends             $29         $88        $150        $318
    Large Cap Value              $29         $89        $152        $321
    Capital Growth               $30         $91        $155        $328
    Growth                       $30         $92        $156        $329
    Value Equity                 $29         $88        $150        $318
    Research                     $28         $87        $148        $314
    Mid-Cap Growth               $28         $87        $149        $315
    Strategic Equity             $29         $88        $151        $319
    Capital Appreciation         $29         $88        $150        $318
    All Cap                      $29         $89        $152        $321
    Small Cap                    $29         $88        $151        $319
    Real Estate                  $29         $88        $151        $319
    Hard Assets                  $29         $89        $151        $320
    Managed Global               $32         $97        $164        $346
    Developing World             $37         $114       $193        $400

    THE WARBURG PINCUS TRUST
    International Equity         $32         $99        $168        $353

    THE GALAXY VIP FUND
    Equity                       $29         $90        $154        $325
    Growth and Income            $34        $104        $177        $369
    Small Company Growth         $35        $107        $182        $379
    Asset Allocation             $30         $91        $155        $327
    High Quality Bond            $28         $86        $146        $310

    THE PIMCO TRUST
    PIMCO High Yield Bond        $26         $81        $138        $295
    PIMCO StocksPLUS
      Growth and Income          $25         $78        $133        $285

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

                                   8

<PAGE>
<PAGE>

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

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

    (1)  We take the net asset value of the subaccount at the end of each
         business day.
    (2)  We add to (1) the amount of any dividend or capital gains
         distribution declared for the subaccount and reinvested in such
         subaccount.  We subtract from that amount a charge for our taxes, if
         any.
    (3)  We divide (2) by the net asset value of the subaccount at the end of
         the preceding business day.
    (4)  We then subtract the applicable daily mortality and expense risk charge
         and the daily asset-based administrative charge from the subaccount.

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

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

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the years
ended December 31, 1998 and 1997 are included in the Statement of
Additional Information. The unaudited condensed consolidated financial
statements of Golden American for the nine months ended September 30,
1999 and the audited consolidated financial statements of Golden American
for the years ended December 31, 1998, 1997 and 1996 are included in this
prospectus.

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

Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period.  Information on
standard total average annual return performance will include average
annual rates of total return for 1, 5 and 10 year periods, or lesser
periods depending on how long Separate Account B has been investing
in the portfolios.  We may show other total returns for periods less
than one year.  Total return figures will be based on the actual historic
performance of the subaccounts of Separate Account B, assuming an
investment at the beginning

                                   9

<PAGE>
<PAGE>

of the period when the separate account first invested in the portfolios,
withdrawal of the investment at the end of the period, adjusted to reflect
the deduction of all applicable portfolio and contract charges.  We may
also show rates of total return on amounts invested at the beginning of
the period with no withdrawal at the end of the period.  Total return
figures which assume no withdrawals at the end of the period will
reflect all recurring charges, but will not reflect the surrender
charge.  Quotations of average annual return for the Managed
Global subaccount take into account the period before September 3,
1996, during which it was maintained as a subaccount of Golden
American Separate Account D.  In addition, we may present historic
performance data for the investment portfolios since their inception
reduced by some or all of the fees and charges under the Contract.  Such
adjusted historic performance includes data that precedes the inception
dates of the subaccounts of Separate Account B.  This data is designed to
show the performance that would have resulted if the Contract had been in
existence before the separate account began investing in the portfolios.

Current yield for the Liquid Asset subaccount is based on income received
by a hypothetical investment over a given 7-day period, less expenses
accrued, and then "annualized" (i.e., assuming that the 7-day yield would
be received for 52 weeks). We calculate "effective yield" for the Liquid
Asset subaccount in a manner similar to that used to calculate yield, but
when annualized, the income earned by the investment is assumed to be
reinvested.  The "effective yield" will thus be slightly higher than the
"yield" because of the compounding effect of earnings.  We calculate
quotations of yield for the remaining subaccounts on all investment
income per accumulation unit earned during a given 30-day period, after
subtracting fees and expenses accrued during the period, assuming no
surrender and the selection of the 7% Enhanced Death Benefit and the
MGIB optional benefit rider.

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

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


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

                                   10

<PAGE>
<PAGE>

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

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

                               THE TRUSTS

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

The Galaxy VIP Fund is a mutual fund whose shares are offered to separate
accounts of various life insurance companies for variable annuity
contracts, including certain variable contracts of Golden American and
its affiliates.  The principal address of The Galaxy VIP Fund is 4400
Computer Drive, Westborough, MA 01581.

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

The Warburg Pincus Trust is a mutual fund whose shares are available to
separate accounts of life insurance companies, including Golden American
and Equitable Life Insurance Company of Iowa, and to certain qualified
and retirement plans.  The principal address of the Warburg Pincus Trust
is 153 East 53rd Street, New York, NY 10022.

In the event that, due to differences in tax treatment or other
considerations, the interests of contract owners of various contracts
participating in the Trusts conflict, we, the Boards of Trustees of The
GCG Trust, The Galaxy VIP Fund, the PIMCO Trust and the Warburg Pincus
Trust, Directed Services, Inc., Fleet Investment Advisors Inc., Pacific
Investment Management Company, Credit Suisse Asset Management, LLC and
any other insurance companies participating in the Trusts will monitor
events to identify and resolve any material conflicts that may arise.

YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, THE GALAXY VIP
FUND, THE PIMCO TRUST AND THE WARBURG PINCUS TRUST IN THE ACCOMPANYING
PROSPECTUS FOR EACH TRUST.  YOU SHOULD READ THEM CAREFULLY BEFORE
INVESTING.

                                   11

<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 SEC as a unit investment trust under the Investment Company Act of
1940.  Account B is a separate investment account used for our variable
annuity contracts.  We own all the assets in Account B but such assets
are kept separate from our other accounts.

Account B is divided into subaccounts.  Each subaccount invests
exclusively in shares of one investment portfolio of The GCG Trust, The
Galaxy VIP Fund, the PIMCO Trust or the Warburg Pincus Trust.  Each
investment portfolio has its own distinct investment objectives and
policies.  Income, gains and losses, realized or unrealized, of a
portfolio are credited to or charged against the corresponding subaccount
of Account B without regard to any other income, gains or losses of
Golden American.  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 Golden American.  They may, however,
be subject to liabilities arising from subaccounts whose assets we
attribute to other variable annuity contracts supported by Account B.  If
the assets in Account B exceed the required reserves and other
liabilities, we may transfer the excess to our general account.  We are
obligated to pay all benefits and make all payments provided under the
Contracts.

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


                        THE INVESTMENT PORTFOLIOS

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

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


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

                                   12

<PAGE>
<PAGE>

   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, such as falling
                    interest rates and rising bond prices, indicate
                    that capital appreciation may be available without
                    significant risk to principal.
                    Invests primarily in diversified limited maturity
                    debt securities with average maturity dates of
                    five years or shorter and in no cases more than
                    seven years.
                    ----------------------------------------------------

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

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

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

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

   Investors        Seeks long-term growth of capital.  Current income
                    is as secondary objective. Invests primarily in
                    equity securities of U.S. companies and to a lesser
                    degree debt securities.
                    ----------------------------------------------------

  Large Cap Value   Seeks long-term growth of capital and income.
                    Invests primarily in equity and equity-related
                    securities of companies with market capitalization
                    greater than $1 billion.
                    ----------------------------------------------------

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

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

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

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

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

   Managed Global   Seeks capital appreciation.  Current income is only
                    an incidental consideration.
                    Invests primarily in common stocks traded in
                    securities markets throughout the world.
                    ----------------------------------------------------

   All Cap          Seeks capital appreciation through investment in
                    securities which the portfolio manager believes
                    have above-average capital appreciation potential.
                    Invests primarily in equity securities of U.S. y
                    companies of an size.
                    ----------------------------------------------------

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

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

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



                                   13

<PAGE>
<PAGE>



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

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

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

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

   THE GALAXY VIP FUND
   Equity           Seeks long-term growth by investing in companies
                    that the portfolio manager believes have above-
                    average earnings potential.
                    Invests at least 75% of its total assets in common
                    stocks and securities convertible into common
                    stocks issued by U.S. companies.
                    ----------------------------------------------------

   Growth and       Seeks to provide a relatively high total return
     Income         through long-term capital appreciation and current
                    income.
                    Invests at least 65% of its total assets in the
                    common stocks of U.S. companies with large market
                    capitalizations (generally over $2 billion) that
                    have prospects for above-average growth and
                    dividends.
                    ----------------------------------------------------

   Small Company    Seeks capital appreciation.
     Growth         Invests normally at least 65% of its total assets
                    in the equity securities, primarily common stocks,
                    of small companies that have market capitalizations
                    of $1.5 billion or less.  The portfolio invests
                    primarily in the common stock of U.S. companies,
                    but may invest up to 20% of its total assets in
                    foreign equity securities.
                    ----------------------------------------------------

   Asset            Seeks a high total return by providing both a
     Allocation     current level of income that is greater than that
                    provided by the popular stock market averages, as
                    well as long-term growth in the value of the
                    portfolio's assets.
                    Invests in a mix of stocks and bonds that the
                    portfolio manager believes will produce both income
                    and long-term capital growth.  This mix will
                    change from time to time as a result of economic
                    and market conditions.  However, the portfolio
                    keeps at least 25% of its total assets in fixed
                    income investments, including debt securities and
                    preferred stocks, at all times.
                    ----------------------------------------------------

   High Quality     Seeks a high level of current income consistent
     Bond           with prudent risk of capital.
                    Invests primarily in obligations issued or
                    guaranteed by the U.S. Government, its agencies
                    and instrumentalities, as well as in corporate debt
                    obligations such as notes and bonds.  The
                    portfolio also invests in asset-backed and
                    mortgage-backed securities and in money market
                    instruments, such as commercial paper and bank
                    obligations.  Normally, at least 65% of the
                    portfolio's total assets will be invested in high
                    quality debt obligations that have one of the top
                    two ratings assigned by Standard & Poor's Ratings
                    Group or Moody's Investors Services, Inc. or are
                    unrated securities determined by the portfolio
                    manager to be of comparable quality.
                    ----------------------------------------------------

                                   14

<PAGE>
<PAGE>

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

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

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


INVESTMENT MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of The GCG Trust.
The GCG Trust pays Directed Services a monthly fee for its investment
advisory as well as administrative services.  The monthly fee is based on
the average daily net assets of an investment portfolio, and in some
cases, the combined total assets of certain grouped portfolios.  Directed
Services provides or procures, at its own expense, the services necessary
for the operation of the portfolios.  Directed Services (and not the GCG
Trust) pays each portfolio manager a monthly fee for managing the assets
of a portfolio.  For a list of the portfolio managers, see the front
cover of this prospectus.  Directed Services does not bear the expense of
brokerage fees and other transactional expenses for securities, taxes (if
any) paid by a portfolio, interest on borrowing, fees and expenses of the
independent trustees, and extraordinary expenses, such as litigation or
indemnification expenses.

Fleet Investment Advisors Inc. serves as the investment advisor of
The Galaxy VIP Fund.  The Galaxy VIP Fund pays Fleet Investment Advisors
a monthly advisory fee based on the average daily net assets of each
investment portfolio.  Each portfolio pays its own administrative costs.
Except for agreements to reimburse certain expenses of some portfolios,
Fleet Investment Advisors does not bear any portfolio expenses.

Pacific Investment Management Company ("PIMCO") serves as the investment
advisor to the PIMCO Trust.  The PIMCO Trust pays PIMCO a monthly
advisory fee and a monthly administrative fee based on the average daily
net assets of an investment portfolios for managing the assets of the
portfolios and for administering the PIMCO Trust.

Credit Suisse Asset Management, LLC serves as the investment advisor of
the Warburg Pincus Trust.  The Warburg Trust pays Credit Suisse Asset
Management a monthly advisory fee based on the average daily net assets
of the investment portfolio and also procures the services necessary
for the operation of its portfolios. The Warburg Trust pays monthly
administrative fees to two co-administrators for administrative services,
one of which is an affiliate of Credit Suisse Asset Management.  The
monthly administrative fee is based on the portfolio's average daily net
assets. Credit Suisse Asset Management does not bear any portfolio
expenses.

                                   15

<PAGE>
<PAGE>


YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS
MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST.  YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.


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

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

Assets supporting amounts allocated to the Fixed Account are available to
fund the claims of all classes of our 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 may offer DCA
Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest
Allocations available exclusively in connection with our dollar cost
averaging program.  For more information on DCA Fixed Interest
Allocations, see "Transfers Among Your Investments - Dollar Cost
Averaging."

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

                                   16

<PAGE>
<PAGE>

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

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

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

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

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

At least 30 calendar days before a maturity date of any of your Fixed
Interest Allocations, or earlier if required by state law, we will send
you a notice of the guaranteed interest periods that are available.  You
must notify us which subaccounts or new guaranteed interest periods you
have selected before the maturity date of your Fixed Interest
Allocations.  If we do not receive timely instructions from you, we will
transfer the contract value in the maturing Fixed Interest Allocation to
a new Fixed Interest

                                   17

<PAGE>
<PAGE>

Allocation with a guaranteed interest period that is
the same as the expiring guaranteed interest period.  If such guaranteed
interest period is not available or would go beyond the annuity start
date, we will transfer your contract value in the maturing Fixed Interest
Allocation to the next shortest guaranteed interest period which does not
go beyond the annuity start date.  If no such guaranteed interest period
is available, we will transfer the contract value to a subaccount
specially designated by the Company for such purpose.   We currently use
the Liquid Asset subaccount for such purpose.

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

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

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

Please be aware that the benefit we pay under any of the optional riders
will be reduced on a pro rata basis by any withdrawals you make from
the Fixed Interest Allocations during the period while the rider is
in effect.  See "Optional Riders."

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

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

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

                                   18

<PAGE>
<PAGE>

Where,

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

    o   "J" is equal to the following:

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

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

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

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

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

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


                          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, The Galaxy VIP Fund, the PIMCO Trust and the Warburg
Pincus Trust through Account B.  It also provides a means for you to
invest in a Fixed Interest Allocation through the Fixed Account.

                                   19

<PAGE>
<PAGE>

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

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

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

The death benefit becomes payable when you die.  In the case of a sole
contract owner who dies before the income phase begins, we will pay the
beneficiary the death benefit 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 if Enhanced Death Benefits are available for
multiple owners.

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

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

                                   20

<PAGE>
<PAGE>

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 adviser for more
information if you are not an individual.

BENEFICIARY
The beneficiary is named by you in a written request.  The beneficiary is
the person who receives any death benefit proceeds and who becomes the
successor contract owner if the contract owner (or the annuitant if the
contract owner is other than an individual) dies before the annuity start
date.  We pay death benefits to the primary beneficiary (unless there are
joint owners, in which case death proceeds are payable to the surviving
owner(s)).
If the beneficiary dies before the annuitant or the contract owner, the
death benefit proceeds are paid to the contingent beneficiary, if any.
If there is no surviving beneficiary, we pay the death benefit proceeds
to the contract owner's estate.

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

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

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

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

                                   21

<PAGE>
<PAGE>

The initial premium payment must be $10,000 or more ($1,500 for qualified
Contracts).  You may make additional payments of $500 or more ($250 for
qualified Contracts) at any time after the free look period before you
turn age 85.  Under certain circumstances, we may waive the minimum
premium payment requirement.  We may also change the minimum initial or
additional premium requirements for certain group or sponsored
arrangements.  An initial or additional premium payment that would cause
the contract value of all annuities that you maintain with us to exceed
$1,000,000 requires our prior approval.

The Contracts offered by this prospectus are available only to customers
of Fleet Financial Group, Inc. and its affiliates.

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

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

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

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

 (2) If your state and broker-dealer allow us to issue a Contract without
     an application, we will issue and mail the Contract to you, together with
     an Application Acknowledgement Statement for your execution.  Until our
     Customer Service Center receives the executed Application Acknowledgement

                                   22

<PAGE>
<PAGE>

     Statement, neither you nor the broker-dealer may execute any financial
     transactions on your Contract unless they are requested in writing by
     you. We may require additional information before complying with your
     request (e.g., signature guarantee).

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

ADDITIONAL CREDIT TO PREMIUM
A credit will be added to your contract value based on each premium
payment.  The credit will be added proportionally to each subaccount and
Fixed Interest Allocation as the premium payment is allocated.  The
credit is a minimum of 4% of the premium payment.  We may increase the
credit at our discretion.  If we increase the credit we may reduce it
also at our discretion, but we will not reduce it below the minimum
credit of 4%, and we will give at least 30 days notice of any planned
reduction.

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

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

   (1)  If you return your Contract within the free look period, we will
        deduct the credit from the refund amount;
   (2)  If a death benefit of contract value becomes payable, we will deduct
        any credits added to your contract within 1 year prior to death; and
   (3)  If we waive any surrender charge, we will deduct any credit added to
        your contract value within 1 year.

If we deduct a credit from any amount we pay to you, we will deduct
the full dollar amount of the credit.  You will retain any gains, and
you will also bear any losses, that are attributable to the credit we
deduct.

Once we have waived any surrender charge, we will not add any additional
credit to any additional premium you pay on or after the date of any such
waiver.

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

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

                                   23

<PAGE>
<PAGE>

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

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

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

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

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

   (4) We add to (3) any additional premium payments and credits, and
       then add or subtract any transfers to or from that subaccount.
   (5) We subtract from (4) any withdrawals and any related charges, and
       then subtract any contract fees (including any rider charges)
       and premium taxes.

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

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

                                   24

<PAGE>
<PAGE>

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

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

We may amend the Contract to conform to applicable laws or governmental
regulations.  If we feel that investment in any of the investment
portfolios has become inappropriate to the purposes of the Contract, we
may, with approval of the SEC (and any other regulatory agency, if
required) substitute another portfolio for existing and future
investments.  If you elected the dollar cost averaging, systematic
withdrawals, or automatic rebalancing programs or if you have other
outstanding instructions, and we substitute a portfolio subject to those
instructions, we will execute your instructions using the substituted
portfolio, unless you request otherwise.

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.

OPTIONAL RIDERS
Subject to state availability, you may elect one of three optional
benefit riders discussed below.  You may not add more than one of these
three riders to your Contract.  There are separate charges for each
rider.  Once elected, the riders generally may not be cancelled.  This
means once you add the rider you may not remove it, and charges will be
assessed regardless of the performance of your Contract.  Please see
"Charges and Fees - Optional Rider Charges" for information on rider
charges.

THE OPTIONAL RIDERS MAY NOT BE AVAILABLE FOR ALL INVESTORS. THEY SHOULD
BE ANALYZED THOROUGHLY AND UNDERSTOOD COMPLETELY BEFORE BEING ELECTED.
THE OPTIONAL RIDERS DO NOT GUARANTEE ANY RETURN OF PRINCIPAL OR PREMIUM
PAYMENTS AND DO NOT GUARANTEE PERFORMANCE OF ANY SPECIFIC INVESTMENT
PORTFOLIO UNDER THE CONTRACT.  YOU SHOULD CONSULT A QUALIFIED FINANCIAL
ADVISER IN EVALUATING THE RIDERS.

THE OPTIONAL RIDERS MAY NOT BE APPROVED IN ALL STATES.  CHECK WITH OUR
CUSTOMER SERVICE CENTER FOR AVAILABILITY IN YOUR STATE.  THE TELEPHONE
NUMBER IS (800)366-0066.

RIDER DATE
We use the term rider date in the discussion of the optional benefit
riders below.  The rider date is the date an optional benefit rider
becomes effective.  The rider date is also the contract date if the rider
was purchased at the time the Contract is issued.

                                   25

<PAGE>
<PAGE>

SPECIAL FUNDS
We use the term Special Funds in the discussion of the Minimum Guaranteed
Accumulation Benefit rider (with the 20-year waiting period) and the
Minimum Guaranteed Income Benefit rider.  The Special Funds refer to the
Liquid Asset subaccount, Limited Maturity Bond subaccount and the Fixed
Interest Allocations.  The Company may designate new and/or existing
subaccounts as a Special Fund with 30 days notice at any time, including
during the life of a rider.

NO CANCELLATION
Once you purchase a rider, the rider may not be cancelled, unless you cancel
the Contract during the Contract's free look periods surrender, annuitize or
otherwise terminate the Contract which automatically cancels any attached
rider. Once the Contract continues beyond the free look period, you may not
at any time cancel the rider, except with respect to a one-time right to
cancel the twenty-year option of the Minimum Guaranteed Accumulation Benefit
rider under specified conditions.  The Company may, at its discretion,
cancel and/or replace a rider at your request in order to renew or
reset a rider.

TERMINATION
The optional riders are "living benefits."  This means that the guaranteed
benefits offered by the riders are intended to be available to you while
you are living and while your Contract is in the accumulation phase.  The
optional riders automatically terminate (and all benefits under the rider
will cease) if you annuitize, surrender or otherwise terminate your
Contract or die (first owner to die if there are multiple contract
owners, or at death of annuitant if contract owner is not a natural
person), unless your spouse beneficiary elects to continue the Contract,
during the accumulation phase.  The optional rider will also terminate if
there is a change in contract ownership (other than a spousal beneficiary
continuation on your death).  Other circumstances which may cause a
particular optional rider to terminate automatically are discussed below
with the applicable rider.

MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB) RIDER
The MGAB rider is an optional benefit which provides you with an MGAB
benefit intended to guarantee a minimum contract value at the end of a
specified waiting period.  The MGAB is a one-time adjustment to your
contract value in the event your contract value on the MGAB Benefit
Date is less than the MGAB Base.  The MGAB rider may offer you protection
in the event your contract value loses value during the MGAB waiting
period.  For discussion of the charges we deduct under the MGAB rider,
see "Optional Rider Charges."

The MGAB rider offers a ten-year option and a twenty-year option, of
which you may purchase only one.  The ten-year option has a waiting
period of ten years and guarantees that your contract value at the end
of ten years will at least equal your initial premium payment plus credits,
reduced pro rata for withdrawals.  Transfers made within 3 years prior
to the MGAB Benefit Date will also reduce the benefit pro rata.  The
twenty-year option  has a waiting period of twenty years and guarantees
that your contract  value at the end of twenty years will at least equal
two times your initial premium payment plus credits, reduced pro rata
for withdrawals, and reduced for transfers made within 3 years prior to
the MGAB Benefit Date.  On the MGAB Benefit Date, which is the next
business day after the applicable waiting period, we calculate your
Minimum Guaranteed Accumulation Benefit.

  CALCULATING THE MGAB.  We calculate your MGAB as follows:

     1. WE FIRST DETERMINE YOUR MGAB BASE.  The MGAB Base is only a
calculation.  It does not represent a contract value, nor does it
guarantee performance of the subaccounts in which you are

                                   26

<PAGE>
<PAGE>

invested.  It is also not used in determining the amount of your
annuity income, cash surrender value and death benefits.

       If you purchased the MGAB rider on the contract date, and

            (i)  elected the ten-year option, your MGAB Base is equal to your
                 initial premium and credit, plus any additional premium and
                 credit added to your Contract during the 2-year period
                 after your rider date, reduced pro rata for any withdrawals
                 and reduced for any transfers made within the
                 last 3 years; or

            (ii) elected the twenty-year option, except for the Special Funds
                 which require special calculations, your MGAB Base is equal
                 to your initial premium and credit, plus any additional
                 premium and credit added to your Contract during the 2-year
                 period after your contract date, accumulated at the MGAB Base
                 Rate, reduced pro rata for any withdrawals and reduced for
                 any transfers made within the last 3 years.  The MGAB Base
                 Rate for all allocations to the Special Funds is
                 the annual effective rate of 3.5265%.  Accumulation of
                 eligible additional premiums starts on the date the premium
                 was received.

       ONLY PREMIUMS AND CREDITS ADDED TO YOUR CONTRACT DURING THE 2-YEAR
       PERIOD AFTER YOUR RIDER DATE ARE INCLUDED IN THE MGAB BASE, BUT
       ANY ADDITIONAL PREMIUM PAYMENTS YOU ADDED TO YOUR CONTRACT AFTER
       THE SECOND RIDER ANNIVERSARY ARE NOT INCLUDED IN THE MGAB BASE.
       Thus, the MGAB rider may not be appropriate for you if you plan
       to add substantial premium payments after your second rider
       anniversary.

       If you purchased the MGAB rider after the contract date, your
       MGAB Base is equal to your contract value on the rider date, plus
       premiums and credits added during the 2-year period after your
       rider date.  Withdrawals taken while the MGAB rider is in effect,
       as well as transfers made within 3 years prior to the MGAB Benefit
       Date will reduce the value of your MGAB Base pro rata.  This
       means that the MGAB Base (and the MGAB Charge Base) will be
       reduced by the same percent as the percent of contract value
       that was withdrawn (or transferred). We will look to your contract
       value immediately before the withdrawal or transfer when
       we determine this percent.

       For any Special Fund under the twenty-year option, if the actual
       interest credited to and/or the investment earnings of the
       contract value allocated to the Special Fund over the calculation
       period is less than the amount calculated under the formula
       above, that lesser amount becomes the increase in your MGAB Base
       for the Special Fund for that period.  THE MGAB RATE FOR EACH SPECIAL
       FUND MAY BE POSITIVE OR NEGATIVE.  Thus, investing in the Special Funds
       may limit the MGAB benefit.

       Under the 20-year option, adding the rider after the contract date
       payment of premiums after the rider date, and/or investments in
       the Special Funds may prevent the MGAB Base from doubling over
       the waiting period.

         2. WE THEN SUBTRACT YOUR THEN CONTRACT VALUE ON THE MGAB BENEFIT
            DATE FROM YOUR MGAB BASE.
            The contract value that we subtract includes both the contract
            value in the subaccounts in which you are invested and the
            contract value in your Fixed Interest Allocations, if any.

         3. ANY POSITIVE DIFFERENCE IS YOUR MGAB. If there is a MGAB, we
            will automatically credit it on the MGAB Benefit Date to the
            subaccounts in which you are invested pro rata based on the
            proportion of your contract value in the subaccounts on that
            date, unless you have previously given us other allocation
            instructions.  If you do not have an investment in any subaccount
            on the MGAB Benefit Date, we will allocate the MGAB to the Liquid
            Asset subaccount on your behalf.  After the crediting of the MGAB,
            the amount of your annuity income, cash surrender value and death
            benefits will reflect the crediting of the MGAB

                                   27

<PAGE>
<PAGE>

            to your contract value to the extent the contract value is used
            to determine such value.

  WITHDRAWALS AND TRANSFERS.  We will reduce your MGAB Base and the MGAB
Charge Base pro rata to the percentage of contract value of any withdrawals
you make after the rider date but prior to the MGAB Benefit Date. Any transfers
you make within three years prior to the MGAB Benefit Date will reduce the MGAB
Base and the MGAB Charge Base pro rata to the percentage of contract value
transferred.  Transfers you make before this date will have no immediate impact
on the MGAB Base.Any transfers to and from the subaccounts and Special Funds in
which you are invested will cause your MGAB Base to be reallocated pro rata
based on the percentage of contract value.  Transfers to one or more Special
Funds could reduce your MGAB benefit.

  PURCHASE.  To purchase the MGAB rider, you must be age 80 or younger on
the rider date if you choose the ten-year option and age 65 or younger on
the rider date if you choose the twenty-year option.  The waiting period
must end at or before your annuity start date.  The MGAB rider may be
purchased (i) on the contract date, and (ii) within 30 days following the
contract date.  For contracts issued more than 30 days before the date
this rider first became available in your state, the Company may in its
discretion allow purchase of this rider during the 30-day period
preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later.

  THE MGAB BENEFIT DATE.  If you purchased the MGAB rider on the contract
date or added the MGAB rider within 30 days following the contract date,
the MGAB Benefit Date is your 10th contract anniversary for the ten-year
option or 20th contract anniversary for the twenty-year option.  If you
added the MGAB rider during the 30-day period preceding your first
contract anniversary after the date of this prospectus, your MGAB Benefit
Date will be the first contract anniversary occurring after 10 years (for the
ten-year option) or 20 years (for the twenty-year option) after the rider
date.  The MGAB rider is not available if the MGAB Benefit Date would
fall beyond the latest annuity start date.

  CANCELLATION.  If you elected the twenty-year option, you have a one-
time right to cancel the MGAB rider on your first contract anniversary
that is at least 10 years after the rider date. If you purchase the MGAB
rider during the 30-day period following the contract date, your one-time
right to cancel the rider occurs on the tenth anniversary of your contract
date. To cancel, you need to send written notice to our Customer Service
Center at least 30 days before such anniversary date. If the MGAB rider is
terminated before the MGAB Benefit Date, you will not be credited with the
MGAB and we will assess the pro rata portion of the MGAB rider charge for
the current quarter.

  NOTIFICATION.  Any crediting of the MGAB will be reported in your first
quarterly statement following the MGAB Benefit Date.

MINIMUM GUARANTEED INCOME BENEFIT (MGIB) RIDER.
The MGIB rider is an optional benefit which guarantees that a minimum amount
of annuity income will be available to you if you annuitize on the MGIB Benefit
Date, regardless of fluctuating market conditions.  The amount of the Minimum
Guaranteed Income Benefit will depend on the amount of premiums you pay during
the five contract years after you purchase the rider, the credit(s) we add, the
ammount of contract value you allocate or transfer to the Special Funds, the
MGIB Rate (7% for all portfolios except the Special Funds), the adjustments for
Special Fund Transfers, and the dollar amount of any withdrawals you take while
the rider is in effect.  For a discussion of the charges we deduct under the
MGIB rider, see "Optional Rider Charges."  Ordinarily, the amount of income
that will be available to you on the annuity start date is based on your
contract value, the annuity option you selected and the guaranteed or income
factors in effect on the date you annuitize.  If you purchase the MGIB rider,
the minimum amount of income that will be available to you upon annuitization
on the MGIB Benefit Date is the greatest of:

                                   28

<PAGE>
<PAGE>

       (i)  your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the guaranteed income factors
            specified in your Contract for the annuity option you
            selected;

       (ii) your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the then current income
            factors in effect for the annuity option you selected;
            and

       (iii)the MGIB annuity income based on your MGIB Base on the MGIB
            Benefit Date applied to the MGIB income factors specified
            in your rider for the MGIB annuity option you selected.
            Prior to applying the MGIB income factors, we will adjust
            the MGIB Base for any surrender charges, premium tax
            recovery and Market Value Adjustments that would
            otherwise apply at anuitization.

Prior to your latest annuity start date, you may choose to exercise your
right to receive payments under the MGIB rider on the MGIB Benefit Date.
Payments under the rider begin on the MGIB Benefit Date.  We require a
10-year waiting period before you can annuitize the MGIB rider benefit.
The MGIB must be exercised in the 30-day period prior to the end of the
waiting period or any subsequent contract anniversary.  At your request,
the Company may in its discretion extend the latest contract annuity
start date without extending the MGIB Benefit Date.

  DETERMINING THE MGIB ANNUITY INCOME.  On the MGIB Benefit Date, we
calculate your MGIB annuity income as follows:

    1.  WE FIRST DETERMINE YOUR MGIB BASE.  The MGIB Base is only a
calculation used to determine the MGIB.  The MGIB Base does not represent
a contract value, nor does it guarantee performance of the subaccounts in
which you are invested.  It is also not used in determining the amount
of your cash surrender value and death benefits.  Any reset of contract
value under provisions of the Contract or other riders will not increase
the MGIB Base or MGIB Base Maximum.

          (i)    If you purchased the MGIB rider on the contract date, except
                 for the Special Funds which require special calculations,
                 the MGIB Base is equal to your initial premium and credit,
                 plus any additional premiums and credits added to your
                 Contract during the 5-year period after your contract date,
                 accumulated at the MGIB Base Rate (7% for all portfolios
                 except the Special Funds), reduced pro rata by all
                 withdrawals taken while the MGIB rider is in effect.
                 Premiums and credits paid after the 5th contract
                 anniversary are excluded from the MGIB Base.

          (ii)   If you purchased the MGIB rider after the contract date
                 except for the special Funds which require special
                 calculations, your MGIB Base is equal to your contract value
                 on the rider date plus any additional premiums and credits
                 added to your Contract during the 5-year periods after your
                 rider date, accumulated at the MGIB Base Rate (7% for all
                 portfolios except the Special Funds), reduced pro rata by all
                 withdrawals taken while the MGIB rider is in effect.
                 Such additional premium payments and credits added more than
                 5 years before the earliest MGIB Benefit Date are included in
                 the MGIB Base.  Premiums and credits paid after the 5th
                 contract anniversary are excluded from the MGIB Base.

          (iii)  For any Special Fund, if the actual earnings and/or the
                 interest credited to the contract value allocated to
                 the Special Fund over the calculation period is less than
                 the amount determined under the formula above, that lesser
                 amount becomes the change in your MGIB Base for the Special
                 Fund.  THE MGIB BASE RATE FOR EACH SPECIAL FUND MAY BE
                 POSITIVE OR NEGATIVE.  Thus, investing in the Special Funds
                 may significantly limit the MGIB benefit.

                                   29

<PAGE>
<PAGE>

            Of course, regardless of when purchased or how you invest,
            withdrawals will reduce the value of your MGIB
            Base pro rata to the percentage of the contract value
            withdrawn.

            We offer a 7% MGIB Base Rate, except for the Special Funds.
            The Company may at its discretion discontinue offering this
            rate.  The MGIB Base Rate is an annual effective rate.

            The MGIB Base is subject to the MGIB Base Maximum.  The MGIB
            Base Maximum is the amount calculated above until the
            earlier of: (i) the date the oldest contract owner reaches
            age 80, or (ii) the date the MGIB Base reaches two times the
            MGIB Eligible Premiums and credits, adjusted for any
            withdrawals.  MGIB Eligible Premiums is the total of
            premiums paid during the first 5 years after the rider date.

    2. THEN WE DETERMINE THE MGIB ANNUITY INCOME BY MULTIPLYING YOUR
MGIB BASE (ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, SURRENDER CHARGE
AND PREMIUM TAXES) BY THE INCOME FACTOR, AND THEN DIVIDE BY $1000.

Two MGIB Income Options are available under the MGIB Rider:

   (i)  Income for Life (Single Life or Joint with 100% Survivor) and
        10-30 Year Certain;

   (ii) Income for a 20-30 Year Period Certain; or

   (iii)Any other income plan offered by the Company in connection with
        the MGIB rider on the MGIB Benefit Date.

 On the MGIB Benefit Date, we would apply the MGIB Base using the Table of
Income Factors specified in the MGIB rider for the Income Option you selected.
The guaranteed factors contained in the MGIB rider generally provide lower
payout
per $1,000 of value applied than the guaranteed factors found in your Contract.

 Then we compare the MGIB annuity income under the rider guarantee for the
option selected with the annuity income under your Contract guarantee
for the same option.  The greater amount of income will be available to you
on the MGIB Benefit Date.

  WITHDRAWALS AND TRANSFERS.  We will reduce the MGIB Base and the MGIB
Base Maximum pro rata by the percentage of contract value of any
withdrawals you make. Any transfers to and from the subaccounts and
Special Funds in which you are invested will cause your MGIB Base to be
reallocated pro rata based on the percentage of contract value you
transfer.  This could reduce the MGIB benefit.

  PURCHASE.  To purchase the MGIB rider, you must be age 79 or younger on
the rider date and the ten-year waiting period must end at or prior to
the latest annuity start date.  The MGIB rider must be purchased (i) on
the contract date, or (ii) within thirty days after the contract date.
For contracts issued more than 30 days before the date this rider first
became available in your state, the Company may in its discretion allow
purchase of this rider during the 30-day period preceding the first
contract anniversary after the date of this prospectus, or the date of
state approval, whichever is later. There is a ten year waiting period
before you can annuitize under the MGIB rider.

   THE MGIB BENEFIT DATE.  If you purchased the MGIB rider on the contract
date or added the MGIB rider within 30 days following the contract date, the
MGIB Benefit Date is the contract anniversary on or after the tenth contract
anniversary when you decide to exercise your right to annuitize under the
MGIB Rider.  If you added the MGIB rider during the 30-day period preceding
your first contract anniversary after the date of this prospectus, your MGIB
Benefit Date is any contract anniversary on or after the tenth contract
anniversary from the rider date when you decide to exercise your right to
annuitize under the MGIB Rider.

  NO CHANGE OF ANNUITANT.  Once the MGIB rider is purchased, the annuitant
may not be changed except for the following exception.  If
an annuitant who is not a contract owner dies prior to
annuitization, a new annuitant may be named in accordance with the
provisions of your Contract.  The MGIB Base is unaffected and continues
to accumulate.

  NOTIFICATION.  On or about 30 days prior to the MGIB Benefit Date, we
will provide you with notification which will include an estimate of the
amount of MGIB annuity benefit available if you choose to exercise.
The actual amount of the MGIB annuity benefit will be determined as
of the MGIB Benefit Date.

THE MGIB RIDER DOES NOT RESTRICT OR LIMIT YOUR RIGHT TO ANNUITIZE THE
CONTRACT AT ANY TIME PERMITTED UNDER THE CONTRACT. THE MGIB RIDER DOES
NOT RESTRICT THE RIGHT TO ANNUITIZE THE CONTRACT USING CONTRACT VALUES
THAT MAY BE HIGHER THAN THE MGIB ANNUITY BENEFIT.

THE BENEFITS ASSOCIATED WITH THE MGIB RIDER ARE AVAILABLE ONLY IF YOU
ANNUITIZE YOUR CONTRACT UNDER THE RIDER AND IN ACCORDANCE WITH THE
PROVISIONS SET FORTH ABOVE.   ANNUITIZING USING THE MGIB MAY RESULT
IN THE MORE FAVORABLE STREAM OF INCOME PAYMENTS UNDER YOUR CONTRACT.
BECAUSE THE MGIB RIDER IS BASED ON CONSERVATIVE ACTUARIAL FACTORS,
THE LEVEL OF LIFETIME INCOME THAT IT GUARANTEES MAY BE LESS THAN THE
LEVEL THAT MIGHT BE PROVIDED BY THE APPLICATION OF YOUR CONTRACT VALUE
TO THE CONTRACT'S APPLICABLE ANNUITY FACTORS.  YOU SHOULD CONSIDER ALL
OF YOUR OPTIONS AT THE TIME YOU BEGIN THE INCOME PHASE OF YOUR CONTRACT.

                                   30

<PAGE>
<PAGE>

MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB) RIDER

The MGWB rider is an optional benefit which guarantees that if your
contract value is reduced to zero you will receive annual periodic
payments, equal to all premium payments and credits paid during
the first two contract years (Eligible Payment Amount) adjusted
for any prior withdrawals.  To maintain this guarantee, withdrawals
in any contract year may not exceed 7% of your Eligible Payment
Amount.  If your contract value is reduced to zero, you
will receive  periodic payments will be 7% of your Eligible Payment
Amount every year.  Payments continue until your MGWB Withdrawal Account
is reduced to zero.  For a discussion of the charges we deduct under the
MGWB rider, see "Optional Rider Charges."  Each payment you receive
under the MGWB rider will be taxed as a withdrawal and may be subject
to a penalty tax.  See "Withdrawals" and "Federal Tax Considerations"
for more information.  Your original Eligible Payment Amount
depends on when you purchase the MGWB rider and is:

       (i)  if you purchased the MGWB rider on the contract date, your
            premium payments and credits received during the first two
            contract years; or
       (ii) if you purchased the MGWB rider after the contract date, your
            contract value on the rider date, including any premiums and
            credits received that day, and any subsequent premium
            payments and credits received during the two-year period
            commencing on the rider date.

  THE MGWB WITHDRAWAL ACCOUNT. The MGWB Withdrawal Account is only a
calculation which represents the remaining amount available for periodic
payments.  It does not represent a contract value, nor does it guarantee
performance of the subaccounts in which you are invested.  It will not
affect your annuitization, surrender and death benefits.  The MGWB
Withdrawal Account is equal to the Eligible Payment Amount adjusted
for any withdrawals.  Withdrawals of up to 7% per year of the
Eligible Payment Amount will reduce the value of your MGWB
Withdrawal Account by the dollar amount of the withdrawal.  Any
withdrawals greater than 7% per year of the Eligible Payment Amount
will cause a pro rata reduction in both the MGWB Withdrawal Account
and the Eligible Payment Amount by the proportion that the withdrawal
bears to the contract value at the time of the withdrawal.  The MGWB
Withdrawal Account is also reduced by the amount of any periodic payments
paid under the MGWB rider once your contract value is zero.

  GUARANTEED WITHDRAWAL STATUS.  You may continue to make withdrawals in
any amount permitted under your Contract so long as your contract value
is greater than zero.  See "Withdrawals."  Making any withdrawals in any
year greater than 7% per year of the Eligible Payment Amount will reduce
the Eligible Payment Amount for future withdrawals and payments under the
MGWB rider by the proportion that the withdrawal bears to the contract
value at the time of the withdrawal.  The MGWB rider will remain in force,
and you may continue to make withdrawals  so long as:

       (i)  your contract value is greater than zero;
       (ii) your MGWB Withdrawal Account is greater than zero;
       (iii)your latest allowable annuity start date has not been
              reached;
       (iv) you have not elected to annuitize your Contract; and
       (v)  you have not died (unless your spouse has elected to continue
              the contract), changed the ownership of the Contract or
              surrendered the Contract.

  The standard Contract provision limiting withdrawals to no more than
90% of the cash surrender value is not applicable under the MGWB rider.

  WITHDRAWAL ADJUSTMENTS.  We will reduce the MGWB Withdrawal Account by
the dollar amount of any withdrawal taken up to 7% per year of the Eligible
Payment Amount.  Any withdrawal taken in excess of 7% per year of the
Eligible Payment Amount will reduce both the MGWB Withdrawal Account
and the Eligible Payment Amount, pro rata in proportion to the percentage
of contract value withdrawn.  If a withdrawal

                                   31

<PAGE>
<PAGE>

reduces the MGWB Withdrawal Account to zero, the MGWB rider terminates
and no further benefits are payable under the rider.

  AUTOMATIC PERIODIC BENEFIT STATUS.  Under the MGWB rider, in the event
your contract value is reduced to zero, your Contract is given what we
refer to as Automatic Periodic Benefit Status if:

       (i)  your MGWB Withdrawal Account is greater than zero;
       (ii) your latest allowable annuity start date has not been
             reached;
       (iii)you have not elected to annuitize your Contract; and
       (iv) you have not died, changed the ownership of the Contract or
             surrendered the Contract.

  Once your Contract is given Automatic Periodic Benefit Status, we will
pay you the annual MGWB periodic payments, beginning on the next contract
anniversary equal to the lesser of the remaining MGWB Withdrawal Account
or 7% annually of your Eligible Payment Amount until the earliest of
(i) your contract's latest annuity start date, (ii) the death of the owner;
or (iii) until your MGWB Withdrawal Account is exhausted.  We will reduce
the MGWB Withdrawal Account by the amount of each payment.  Once your
Contract is given Automatic Periodic Benefit Status, we will not accept
any additional premium payments in your Contract, and the Contract will
not provide any benefits except those provided by the MGWB rider.  Any
other rider terminates.  Your Contract will remain in Automatic Periodic
Benefit Status until the earliest of (i) payment of all MGWB periodic
payments, and (ii) payment of the Commuted Value (defined below), or
(iii) the owner's death has occurred.

  On the contract's latest annuity start date, in lieu of making the
remaining MGWB periodic payments, we will pay you the Commuted Value
of your MGWB periodic payments remaining.  We may, at our option,
extend your annuity start date in order to continue the MGWB periodic
payments.  The Commuted Value is the present value of any then remaining
MGWB periodic payments at the current interest rate plus 0.50%.  The
current interest rate will be determined by the average of the Ask
Yields for U.S. Treasury Strips as quoted by a national quoting
service for period(s) applicable to the remaining payments.

  DEATH BENEFIT DURING AUTOMATIC PERIODIC BENEFIT STATUS.  If you have
never withdrawn more than 7% per year of the Eligible Payment Amount and
you elected the 7% Solution Enhanced Death Benefit in your Contract, the
death benefit otherwise payable under the terms of your Contract will
remain in force during any Automatic Periodic Benefit Status.  In
determining the amount of the death benefit during the Automatic Periodic
Benefit Status, we deem your contract value to be zero and treat the MGWB
periodic payments as withdrawals.  In all other cases, the death benefit
payable during Automatic Periodic Benefit Status is your MGWB Withdrawal
Account which equals the sum of the remaining MGWB periodic payments.



                                   32

<PAGE>
<PAGE>

 PURCHASE.  To purchase the MGWB rider, you must be age 80 or younger
on the rider date.  The MGWB rider must be purchased (i) on the contract
date, or (ii) within 30 days after the contract date.  For contracts issued
more than 30 days before the date this rider first became available in your
state, the Company may in its discretion allow purchase of this rider during
the 30-day period preceding the first contract anniversary after the date of
this prospectus, or the date of state approval, whichever is later.

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

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit
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.  The Free Withdrawal Amount in
any Contract year is 10% of your contract value on the date of the
withdrawal less any withdrawals during that contract year.

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

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

Please be aware that the benefit we pay under certain optional benefit
riders will be reduced by any withdrawals you take while the rider is
in effect.  See "Optional Riders."

We offer the following three withdrawal options:

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

                                   33

<PAGE>
<PAGE>

SYSTEMATIC WITHDRAWALS
You may elect to receive automatic systematic withdrawal payments (1)
from the contract value in the subaccounts in which you are invested, or
(2) from the interest earned in your Fixed Interest Allocations.
Systematic withdrawals may be taken monthly, quarterly or annually. You
decide when you would like systematic payments to start as long as it is
at least 28 days after your contract date.  You also select the date on
which the systematic withdrawals will be made, but this date cannot be
later than the 28th day of the month.  If you have elected to receive
systematic withdrawals but have not chosen a date, we will make the
withdrawals on the same calendar day of each month as your contract date.
If your contract date is after the 28th day of the month, your systematic
withdrawal will be made on the 28th day of each month.

Each systematic withdrawal amount must be a minimum of $100.  The amount
of your systematic withdrawal can either be (1) a fixed dollar amount, or
(2) an amount based on a percentage of your contract value.  Both forms
of systematic withdrawals are subject to the following maximum, which is
calculated on each withdrawal date:

                                  MAXIMUM PERCENTAGE
                     FREQUENCY     OF CONTRACT VALUE
                     Monthly              0.833%
                     Quarterly            2.50%
                     Annually            10.00%

If your systematic withdrawal is a fixed dollar amount and the amount to
be systematically withdrawn would exceed the applicable maximum
percentage of your contract value on any withdrawal date, we will
automatically reduce the amount withdrawn so that it equals such
percentage.  Thus, your fixed dollar systematic withdrawals will never
exceed the maximum percentage.  If you want fixed dollar systematic
withdrawals to exceed the maximum percentage and are willing to incur
associated surrender charges, consider the Fixed Dollar Systematic
Withdrawal Feature which you may add to your regular fixed dollar
systematic withdrawal program.

If your systematic withdrawal is based on a percentage of your contract
value and the amount to be systematically withdrawn based on that
percentage would be less than $100, we will automatically increase the
amount to $100 as long as it does not exceed the maximum percentage.  If
the systematic withdrawal would exceed the maximum percentage, we will
send the amount, and then automatically cancel your systematic withdrawal
option.

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

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

                                   34

<PAGE>
<PAGE>

contract year where a regular withdrawal has been taken but
you may not change the amount or percentage of your withdrawals in any
contract year during which you have previously taken a regular
withdrawal.  You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.

  FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE.  You may add the Fixed
Dollar Systematic Withdrawal Feature to your regular fixed dollar
systematic withdrawal program.  This feature allows you to receive a
systematic withdrawal in a fixed dollar amount regardless of any
surrender charges or Market Value Adjustments. Systematic withdrawals
from Fixed Interest Allocations under the Fixed Dollar Systematic
Withdrawal Feature are available only in connection with Section 72(q)
and 72(t) distributions. You choose the amount of the fixed systematic
withdrawals, which may total up to a maximum of 10% of your contract
value as determined on the day we receive your election of this feature.
The maximum limit will not be recalculated when you make additional
premium payments, unless you instruct us to do us.  We will assess a
surrender charge on the withdrawal date if the systematic withdrawal
exceeds the maximum limit as calculated on the withdrawal date.  We will
assess a Market Value Adjustment on the withdrawal date if the systematic
withdrawal from a Fixed Interest Allocation exceeds your interest
earnings on the withdrawal date.  We will apply the surrender charge and
any Market Value Adjustment directly to your contract value (rather than
to the systematic withdrawal) so that the amount of each systematic
withdrawal remains fixed.

  Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the
maximum. Such withdrawals are subject to surrender charges and Market
Value Adjustments when they exceed the applicable free withdrawal amount.

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

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

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

                                   35

<PAGE>
<PAGE>

we will pay $100. At any time where the IRA withdrawal amount is greater
than the contract value, we will cancel the Contract and send you the
amount of the cash surrender value.

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

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

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


                    TRANSFERS AMONG YOUR INVESTMENTS

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

Please be aware that the benefit we pay under an optional benefit rider may
be affected by certain transfers you make while the rider is in effect.
Transfers may also affect your optional rider base.  See "Optional Riders."

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

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

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

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

                                   36

<PAGE>
<PAGE>

for use with the dollar cost averaging program.  The DCA Fixed Interest
Allocations require a minimum premium payment of $1,200 directed into a
DCA Fixed Interest Allocation.

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

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

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

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

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

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the
subaccounts of Account B, you may elect to have your investments in the
subaccounts automatically rebalanced.  We will transfer funds under your

                                   37

<PAGE>
<PAGE>

Contract on a quarterly, semi-annual, or annual calendar basis among the
subaccounts to maintain the investment blend of your selected
subaccounts.  The minimum size of any allocation must be in full
percentage points.  Rebalancing does not affect any amounts that you have
allocated to the Fixed Account.  The program may be used in conjunction
with the systematic withdrawal option only if withdrawals are taken pro
rata.  Automatic rebalancing is not available if you participate in
dollar cost averaging.  Automatic rebalancing will not take place during
the free look period.

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


                          DEATH BENEFIT CHOICES

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

You may choose from the following 3 death benefit choices: (1) the
Standard Death Benefit Option; (2) the 7% Solution Enhanced Death Benefit
Option; and (3) the Annual Ratchet Enhanced Death Benefit Option.  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.  A change in ownership of the Contract may affect the amount
of the death benefit and the guaranteed death benefit.  The MGWB rider
may affect the death benefit.  See "Minimum Guaranteed Withdrawal Benefit
(MGWB Rider - Death Benefit during Automatic Periodic Benefit Status."

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 minus any credits added within 1 year; (ii) total premium
payments less any withdrawals;  (iii) the cash surrender value (iv) the
total premium payments under the Contract, plus all credits, reduced
by a pro rata adjustment for any withdrawals, then minus any credits
applied within 1 year prior to death.

ENHANCED DEATH BENEFITS.  If the 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 minus any
credits added within 1 year; (ii) total premium payments less any
withdrawals; (iii) the cash surrender value; and (iv) the enhanced death
benefit as calculated below minus any credits added within 1 year.

                                   38

<PAGE>
<PAGE>

            HOW THE ENHANCED DEATH BENEFIT IS CALCULATED
           7% SOLUTION                          ANNUAL RATCHET
   We credit interest each              On  each contract anniversary
   business day at the 7% annual        that occurs on or before the
   effective rate* to the enhanced      contract owner turns age 80,
   death benefit from the               we compare the prior enhanced
   preceding day (which would be        death benefit to the contract
   the initial premium and credit       value and select the larger
   if the preceding day is the          amount as the new enhanced
   contract date), then we add          death benefit.
   additional premiums paid and         On all other days, the
   credits added since the              enhanced death benefit is the
   preceding day, then we subtract      amount determined  below.  We
   any withdrawals made (including      first take the enhanced death
   any Market Value Adjustment          benefit from the preceding day
   applied to such withdrawals)         (which would be the initial
   since the preceding day, and         premium and credit if the
   then we subtract any associated      valuation date is the contract
   surrender charges.**                 date) and then we add
   The maximum enhanced death           additional premiums paid and
   benefit is 2 times all premium       credits added since the
   payments and credits, as             preceding day, then we
   reduced by withdrawals.***           subtract any withdrawals
                                        (including any Market Value
                                        Adjustment applied to such
                                        withdrawals) since the
                                        preceding day, and then we
                                        subtract any associated
                                        surrender charges. That
                                        amount becomes the new
                                        enhanced death benefit.

    *The interest rate used for calculating the death benefit for the
     Liquid Asset and Limited Maturity Bond subaccounts will be the
     lesser of the 7% annual effective rate or the net rate of return
     for such subaccounts during the applicable period.  The interest
     rate used for calculating the death benefit for your Fixed
     Interest Allocation will be the lesser of the 7% 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
     subaccounts in the future, we may restrict those new subaccounts
     from participating in the 7% Solution Enhanced Death Benefit.
   **Each premium payment and credit reduced by any withdrawals and any
     associated surrender charges incurred will continue to grow at the
     7% annual effective rate.

  ***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.  Once
     withdrawals in any contract year exceed 7% of cumulative
     premiums, withdrawals will reduce the maximum enhanced death
     benefit in proportion to the reduction in contract value.

The 7% Solution Enhanced Death Benefit is 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 80 years
old at the time of purchase.  The Annual Ratchet Enhanced Death Benefit
is 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 79 years old at the time of purchase.  The
7% Solution and Annual Ratchet Enhanced Death Benefits may not be
available where a Contract is owned by joint owners.

                                   39

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

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

  SURRENDER CHARGE.  We will deduct a contingent deferred sales charge
(a "surrender charge") if you surrender your Contract or if you take a
withdrawal in excess of the Free Withdrawal Amount during the 9-year
period from the date we receive and accept a premium payment.  The
surrender charge is based on a percentage of each premium payment withdrawn.
This charge is intended to cover sales expenses that we have incurred.  We may
in the future reduce or waive the surrender charge in certain situations
and will never charge more than the maximum surrender charges.  The
percentage of premium payments deducted at the time of surrender or
excess withdrawal depends on the number of complete years that have
elapsed since that premium payment was made.  We determine the surrender
charge as a percentage of each premium payment withdrawn as follows:

  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8   9+
    SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

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

                                   40

<PAGE>
<PAGE>

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.  If we waive the surrender charge, we will deduct any credit
added to your contract value within 1 year of the withdrawal, and we will
not add any additional credit to any additional premium you pay on or after
the date of any such waiver.

  FREE WITHDRAWAL AMOUNT.  The Free Withdrawal Amount in any contract
year is 10% of your contract value on the date of withdrawal less any
withdrawals during that 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 subaccount or Fixed Interest Allocation from which the excess
withdrawal was taken.  In instances where the excess withdrawal equals
the entire contract value in such subaccounts or Fixed Interest
Allocations, we will deduct charges proportionately from all other
subaccounts and Fixed Interest Allocations in which you are invested.
ANY WITHDRAWAL FROM A FIXED INTEREST ALLOCATION MORE THAN 30 DAYS BEFORE
ITS MATURITY DATE WILL TRIGGER A MARKET VALUE ADJUSTMENT.

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

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

We deduct the premium tax from your contract value (or from the MGIB
Base, if exercised) on the annuity start date.  However, some
jurisdictions impose a premium tax at the time the initial and additional
premiums are paid, regardless of when the annuity payments begin.  In
those states, we may defer collection of the premium taxes from your
contract value and deduct it when you surrender the Contract, when you
take an excess withdrawal or on the annuity start date.

  ADMINISTRATIVE CHARGE.  We deduct the 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 $40 per Contract.  This charge is
waived if you have a contract value of $100,000 or more at the end of a
contract year or the sum of the premiums paid equals or exceeds $100,000.
We deduct the charge

                                   41

<PAGE>
<PAGE>

proportionately from all subaccounts in which you
are invested. If there is no contract value in those subaccounts, we will
deduct the charge from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until the charge
has been paid.

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

CHARGES DEDUCTED FROM THE SUBACCOUNTS
  MORTALITY AND EXPENSE RISK CHARGE.  The mortality and expense risk
charge is deducted each business day.  The amount of the mortality and
expense risk charge depends on the death benefit you have elected. If you
have elected the Standard Death Benefit, the charge, on an annual basis,
is equal to 1.25% of the assets you have in each subaccount.  The charge
is deducted on each business day at the rate of .003446% for each day
since the previous business day.  If you have elected an enhanced death
benefit, the charge, on an annual basis, is equal to 1.40% for the Annual
Ratchet Enhanced Death Benefit, or 1.55% for the 7% Solution Enhanced
Death Benefit, of the assets you have in each subaccount.  The charge is
deducted each business day at the rate of  .003863% or .004280%,
respectively, for each day since the previous business day.

  ASSET-BASED ADMINISTRATIVE CHARGE.  The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the
assets you have in each subaccount.  The charge is deducted on each
business day at the rate of .000411% for each day since the previous
business day.  This charge is deducted daily from your assets in each
subaccount.

OPTIONAL RIDER CHARGES
Subject to state availability, you may purchase one of three optional
benefit riders that you may elect at issue.  So long as the rider is in
effect, we will deduct a separate quarterly charge for each optional
benefit rider through a pro rata reduction of the contract value of the
subaccounts in which you are invested.  If there is insufficient contract
value in the subaccount, we will deduct the charges from your Fixed Interest
Allocations nearest their maturity date. We deduct each rider charge on each
quarterly contract anniversary in arrears, meaning the first charge will be
deducted on the first quarterly anniversary following the rider date.  For
a description of the riders and the defined terms used in connection with the
riders, see "The Annuity Contract - Optional Riders."

     MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB).  The quarterly
charge for the MGAB rider is as follows:

                                   42

<PAGE>
<PAGE>

       Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year............0.125% of the MGAB Charge Base (0.50% annually)
       20 Year............0.125% of the MGAB Charge Base (0.50% annually)

The MGAB Charge Base is the total of (i) the MGAB Base on the
rider date, and (ii) premiums and credits during the 2-year
period commencing on the rider date, reduced pro rata for
withdrawals and reduced for transfers made within the last
3 years prior to the MGAB Benefit Date.  We will
deduct charges only during your ten-year or twenty-year waiting
period, as applicable.  If you surrender or annuitize your Contract,
we will deduct a pro rata portion of the charge for the current quarter
based on the current quarterly charge rate and MGAB Charge Base
immediately prior to the surrender or annuitization.

     MINIMUM GUARANTEED INCOME BENEFIT (MGIB).  The quarterly charge for
the MGIB rider is as follows:

       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% ................0.05% of the MGIB Base (0.20% annually)
       3%.................0.08% of the MGIB Base (0.32% annually)
       5%.................0.10% of the MGIB Base (0.40% annually)
       6%.................0.15% of the MGIB Base (0.60% annually)
       7%.................0.125% of the MGIB Base (0.50% annually)

The MGIB Base is the total of premiums paid and credits added during the 5-year
period after the rider date, reduced pro rata for all withdrawals taken while
the MGIB rider is in effect, and accumulated at the MGIB Base Rate (7% for all
portfolios except the Special Funds).  If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your MGIB Base
immediately prior to the surrender or annuitization.

  MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB).  The quarterly charge
for the MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible
Payment Amount. The original MGWB Payment Amount is equal to all premiums
paid and credits added during the first two contract years following the rider
date.  When we calculate the MGWB rider charge, we do not reduce the Eligible
Payment Amount by the amount of any withdrawals taken while the MGWB rider
is in effect.  We will deduct charges only during the period before your
Contract's Automatic Periodic Benefit Status.  If you surrender or annuitize
your Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your original MGWB
Eligible Payment Amount, and applicable credits, immediately prior to the
surrender or annuitization.

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


                           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. The MGIB annuity benefit may be available if you
have purchased the MGIB rider, provided the waiting period and other
specified conditions have been met.

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

                                   43

<PAGE>
<PAGE>

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) under applicable law, 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 annuity start date, which is the date on which the annuity
payments commence.  The annuity start date must be at least 5 years from
the contract date but before the month immediately following the
annuitant's 90th birthday, or 10 years from the contract date, if later.

If, on the annuity start date, a surrender charge remains, the elected
annuity option must include a period certain of at least 5 years.

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

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

                                   44

<PAGE>
<PAGE>

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

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

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

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

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

  OPTION 4.  ANNUITY PLAN.  The contract value can be applied to any
other annuitization plan that we choose to offer on the annuity start
date.  Annuity payments under Option 4 may be fixed or variable.  If
variable and subject to the Investment Company Act of 1940, it will
comply with the requirements of such Act.

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

  (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

                                   45

<PAGE>
<PAGE>

      the discount interest rate on the interest rate used to calculate
      the payments for Options 1 and 2 if such payments were not based
      on the tables in the Contract.
  (2) For Option 3, no amounts are payable after both named persons have
      died.
  (3) For Option 4, the annuity option agreement will state the amount
      we will pay, if any.


                        OTHER CONTRACT PROVISIONS

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter.  The report will show the contract value, cash surrender
value, and the death benefit as of the end of the calendar quarter.  The
report will also show the allocation of your contract value and reflects
the amounts deducted from or added to the contract value since the last
report. You have 30 days to notify our Customer Service Center of any
errors or discrepancies contained in the report or in the confirmation
notices. We will also send you copies of any shareholder reports of the
investment portfolios in which Account B invests, as well as any other
reports, notices or documents we are required by law to furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any
payment or determination of values on any business day (1) when the New
York Stock Exchange is closed; (2) when trading on the New York Stock
Exchange is restricted; (3) when an emergency exists as determined by the
SEC 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 SEC so
permits for the protection of security holders.  We have the right to
delay payment of amounts from a Fixed Interest Allocation for up to 6
months.

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

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

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

FREE LOOK
You may cancel your Contract within your 10-day free look period.  We
deem the free look period to expire 15 days after we mail the Contract to
you.  Your state 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

                                   46

<PAGE>
<PAGE>

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

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

SELLING THE CONTRACT
Directed Services, Inc. is the 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 which in
turn pays the writing agent.  The principal address of Directed Services
is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers
affiliated with Fleet Financial Group, Inc. to sell the Contracts through
registered representatives who are licensed to sell securities and
variable insurance products.  These broker-dealers are registered with
the SEC and are members of the National Association of Securities
Dealers, Inc.  Directed Services receives a maximum of 4.5% commission,
and passes through 100% of the commission to the Fleet affiliated broker-
dealer whose registered representative sold the contract.

                        UNDERWRITER COMPENSATION
         ----------------------------------------------------------
         |     NAME OF     |     AMOUNT OF     |      OTHER       |
         |    PRINCIPAL    |  COMMISSION TO BE |   COMPENSATION   |
         |   UNDERWRITER   |        PAID       | Reimbursement of |
         |                 |  Maximum of 4.5%  |       any        |
         |     Directed    |   of any initial  | covered expenses |
         |  Services, Inc. |   or additional   |     incurred     |
         |                 |  premium payments.|  by registered   |
         |                 |                   | representatives  |
         |                 |                   |       in         |
         |                 |                   | connection with  |
         |                 |                   | the distribution |
         |                 |                   |      of the      |
         |                 |                   |    Contracts.    |
         |                 |                   |                  |
         ----------------------------------------------------------

                                   47

<PAGE>
<PAGE>

We do not pay any additional commissions on the sale or exercise of any
of the optional benefit riders offered in this prospectus.

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

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

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

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

                                   48

<PAGE>
<PAGE>

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

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


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

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

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

In certain circumstances, owners of variable annuity contracts have been
considered for federal income tax purposes to be the owners of the assets
of the separate account supporting their

                                   49

<PAGE>
<PAGE>

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

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

Other rules may apply to Qualified Contracts.

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

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

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

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

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

                                   50

<PAGE>
<PAGE>

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

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

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

    o    attributable to the taxpayer's becoming disabled; or

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

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

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

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

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

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

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

                                   51

<PAGE>
<PAGE>

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

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

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

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

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

                                   52

<PAGE>
<PAGE>

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

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

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

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

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

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

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish
various types of retirement plans for employees, and permits self-
employed individuals to establish these plans for themselves and their
employees.  These retirement plans may permit the purchase of the
Contracts to accumulate retirement savings under the plans.  Adverse tax
or other legal consequences to the plan, to the participant, or to both
may result if this Contract is assigned or transferred to any individual
as a means to provide benefit

                                   53

<PAGE>
<PAGE>

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

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

ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may
exceed the greater of the premium payments or the contract value.  The
Internal Revenue Service has not ruled whether an Enhanced Death Benefit
could be characterized as an incidental benefit, the amount of which is
limited in any Code section 401(a) pension or profit-sharing plan or Code
section 403(b) tax-sheltered annuity.  Employers using the Contract may
want to consult their tax adviser regarding such limitation.  Further,
the Internal Revenue Service has not addressed in a ruling of general
applicability whether a death benefit provision such as the Enhanced
Death Benefit provision in the Contract comports with IRA or Roth IRA
qualification requirements.

                                   54

<PAGE>
<PAGE>

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.

                                   55

<PAGE>
<PAGE>

[Shaded Section Header]
--------------------------------------------------------------------------
      MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

SELECTED FINANCIAL DATA

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

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

<TABLE>

                                       SELECTED GAAP BASIS FINANCIAL DATA
                                              (IN THOUSANDS)
                                  Post-Merger                       |       Post-Acquisition
                        --------------------------------------------|---------------------------------
                        For the Period     For       For the Period | For the Period  For the Period
                       January 1, 1999   the Year      October 25,  |   January 1,    August 14, 1996
                           through        Ended       1997 through  |  1997 through    1996 through
                        September 30,  December 31,   December 31,  |   October 24,    December 31,
                            1999           1998           1997      |      1997            1996
                        ------------   ------------  -------------- | --------------  ---------------
<S>                       <C>           <C>            <C>          |     <C>            <C>
Annuity and Interest                                                |
  Sensitive Life                                                    |
  Product Charges.......  $   55,195    $   39,119     $    3,834   |     $18,288        $    8,768
Net Income before                                                   |
  Federal Income Tax....  $    7,269    $   10,353     $     (279)  |     $  (608)       $      570
Net Income (Loss).......  $    3,551    $    5,074     $     (425)  |     $   729        $      350
Total Assets............  $7,312,027    $4,752,533     $2,446,395   |       N/A          $1,677,899
Total Liabilities.......  $6,858,151    $4,398,639     $2,219,082   |       N/A          $1,537,415
Total Stockholder's                                                 |
  Equity................  $  453,876    $  353,894     $  227,313   |       N/A          $  140,484

</TABLE>

<TABLE>

                                    (IN THOUSANDS)
                                   Pre-Acquisition
                         ---------------------------------------
                          For the Period
                           January 1,         For the Years
                          1996 through      Ended December 31,
                           August 13,     ----------------------
                              1996           1995        1994
                         --------------   ----------  ----------
<S>                           <C>         <C>         <C>
Annuity and Interest
  Sensitive Life
  Product Charges.......     $12,259      $  18,388   $   17,519
Net Income before
  Federal Income Tax....     $ 1,736      $    3,364  $    2,222
Net Income (Loss).......     $ 3,199      $    3,364  $    2,222
Total Assets............        N/A       $1,203,057  $1,044,760
Total Liabilities.......        N/A       $1,104,932  $  955,254
Total Stockholder's
  Equity................        N/A       $   98,125  $   89,506

</TABLE>

                                    39

<PAGE>
<PAGE>

BUSINESS ENVIRONMENT

The current business and regulatory environment remains
challenging for the insurance industry.  The variable annuity
competitive environment is intense and is dominated by a number of
large variable product companies with strong distribution, name
recognition and wholesaling capabilities.  Increasing competition
from traditional insurance carriers as well as banks and mutual
fund companies offer consumers many choices.  However, overall
demand for variable products remains strong for several reasons
including: strong stock market performance over the last five
years; relatively low interest rates; an aging U. S. population
that is increasingly concerned about retirement and estate
planning, as well as maintaining their standard of living in
retirement; and potential reductions in government and employer-
provided benefits at retirement as well as lower public confidence
in the adequacy of those benefits.

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

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

                       RESULTS OF OPERATIONS

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

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

The purchase price was allocated to EIC and its subsidiaries with
$227.6 million allocated to the Companies. Goodwill of $1.4
billion was established for the excess of the merger cost over the
fair value of the assets and liabilities of EIC with $151.1
million attributed to the Companies. Goodwill resulting

                                    40

<PAGE>
<PAGE>

from the merger is being amortized over 40 years on a straight-line
basis. The carrying value will be reviewed periodically for any
indication of impairment in value.

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

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

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

<TABLE>

THE FIRST NINE MONTHS OF 1999 COMPARED TO THE SAME PERIOD OF 1998

PREMIUMS.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED SEPTEMBER 30          1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
<S>                                   <C>             <C>           <C>        <C>
Variable annuity premiums:
  Separate account................    $1,783.5        64.9%         $702.1     $1,081.4
  Fixed account...................       539.4        55.6           192.8        346.6
                                      --------        ----          ------     --------
Total variable annuity premiums...     2,322.9        62.7           894.9      1,428.0
Variable life premiums............        7.0        (38.9)           (4.4)        11.4
                                      --------        ----          ------     --------
Total premiums....................    $2,329.9        61.9%         $890.5     $1,439.4
                                      ========        ====          ======     ========
</TABLE>

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

Variable annuity separate account premiums increased 64.9% during the
first nine months of 1999. The fixed account portion of the Companies'
variable annuity premiums increased 55.6% during the first nine months
of 1999.  These increases resulted from increased sales of the Premium
Plus variable annuity product.

Premiums, net of reinsurance, for variable products from two
significant broker/dealers each having at least ten percent of total
sales for the nine months ended September 30, 1999 totaled $664.2
million, or 29% of total premiums ($142.6 million, or 10%, from the
one significant broker/dealer for the nine months ended September 30,
1998).

                                    41

<PAGE>
<PAGE>

<TABLE>
REVENUES.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED JUNE 30                1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
<S>                                   <C>          <C>              <C>          <C>
Annuity and interest sensitive
  life product charges............    $  55.2        104.5%        $ 28.2       $ 27.0
Management fee revenue............        6.8        107.4            3.5          3.3
Net investment income.............       42.7         45.7           13.4         29.3
Realized gains(losses) on
  investments.....................       (2.2)      (607.5)          (2.6)         0.4
Other income......................        7.4         55.0            2.6          4.8
                                      -------       ------         ------       ------
Total premiums....................    $ 109.9         69.6%        $ 45.1       $ 64.8
                                      =======       ======         ======       ======
</TABLE>


Total revenues increased 69.6% in the first nine months of 1999 from
the same period in 1998. Annuity and interest sensitive life product
charges increased 104.5% in the first nine months of 1999 due to
additional fees earned from the increasing block of business
in the separate accounts.

Golden American provides certain managerial and supervisory services
to Directed Services, Inc. ("DSI"). The fee paid to Golden American
for these services, which is calculated as a percentage of average
assets in the variable separate accounts, was $6.8 million and $3.3
million for the first nine months of 1999 and 1998, respectively.

Net investment income increased 45.7% in the first nine months of 1999
due to growth in invested assets from September 30, 1998.  The
Companies had $2.2 million of realized losses resulting from the
writedown of two fixed maturities in the second quarter of 1999 and
from the sale of investments in the first nine months of 1999,
compared to gains of $0.4 million in the same period of 1998.  Other
income increased $2.6 million to $7.4 million in the first nine months
of 1999 due primarily to income received due to a modified coinsurance
agreement with an unaffiliated reinsurer, which was offset by a
reduction in the Companies' deferred policy acquisition costs.

EXPENSES. Total insurance benefits and expenses increased $44.5
million, or 84.6%, to $97.0 million in the first nine months of 1999.
Interest credited to account balances increased $61.3 million, or
95.6%, to $125.4 million in the first nine months of 1999.  The extra
credit bonus on the Premium Plus variable annuity product increased
$49.9 million to $85.7 million at September 30, 1999 resulting in an
increase in interest credited during the first nine months of 1999
compared to the same period in 1998.  The bonus interest on the fixed
account increased $2.6 million to $7.6 million at September 30, 1999
resulting in an increase in interest credited during the first nine
months of 1999 compared to the same period in 1998. The remaining
increase in interest credited relates to higher account balances
associated with the Companies' fixed account option within the
variable products.

Commissions increased $49.6 million, or 58.4%, to $134.6 million in
the first nine months of 1999. Insurance taxes, state licenses, and
fees increased $0.9 million, or 32.3%, to $3.5 million in the first
nine months of 1999. Changes in commissions and insurance taxes, state
licenses, and fees are generally related to changes in the level and
composition of variable product sales. Insurance taxes, state
licenses, and fees are impacted by several other factors, which
include an increase in FICA taxes primarily due to bonuses and
expenses for the triennial insurance department examination of Golden
American.  Most costs incurred as the result of sales have been deferred,
thus having very little impact on current earnings.

General expenses increased $24.1 million, or 102.5%, to $47.6 million
in the first nine months of 1999. Management expects general expenses
to continue to increase in 1999 as a result of the emphasis on
expanding the salaried wholesaler distribution network and the growth
in sales.  The Companies use a network of wholesalers to distribute
products and the salaries and sales bonuses of these wholesalers are
included in

                                    42

<PAGE>
<PAGE>

general expenses. The portion of these salaries and
related expenses that varies directly with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from DSI and Equitable Life, an affiliate, for certain advisory,
computer, and other resources and services provided by Golden
American.

The Companies' previous balances of deferred policy acquisition costs
("DPAC"), value of purchased insurance in force ("VPIF"), and unearned
revenue reserve were eliminated and an asset of $44.3 million
representing VPIF was established for all policies in force at the
merger date.  During the first nine months of 1999, VPIF was adjusted
to increase amortization by $0.7 million to reflect changes in the
assumptions related to the timing of estimated gross profits.  During
the first nine months of 1998, VPIF decreased $2.7 million to adjust
the value of other receivables and increased $0.2 million as a result
of an adjustment to the merger costs.  Amortization of DPAC increased
$15.7 million, or 390.7%, in the first nine months of 1999.  This
increase resulted from growth in policy acquisition costs deferred
from $133.6 million at September 30, 1998 to $244.8 million at
September 30, 1999, which was generated by expenses associated with
the large sales volume experienced since September 30, 1998.  Based on
current conditions and assumptions as to the impact of future events
on acquired policies in force, the expected approximate net
amortization relating to VPIF as of September 30, 1999 is $1.1 million
for the remainder of 1999, $4.3 million in 2000, $4.0 million in 2001,
$3.6 million in 2002, $3.2 million in 2003, and $2.4 million in 2004.
Actual amortization may vary based upon changes in assumptions and
experience.

Amortization of goodwill during the first nine months of 1999 totaled
$2.8 million, unchanged from the first nine months of 1998.  Goodwill
resulting from the merger is being amortized on a straight-line basis
over 40 years.

Interest expense on the $25 million surplus note issued in December
1996 and expiring December 2026 was $1.5 million in the first nine
months of 1999, unchanged from the same period of 1998.  Interest
expense on the $60 million surplus note issued in December 1998 and
expiring December 2028 was $3.3 million in the first nine months of
1999. Golden American also paid $0.7 million in the first nine months
of 1999 compared to $1.3 million in the same period of 1998 to ING
America Insurance Holdings, Inc. ("ING AIH") for interest on the
reciprocal loan agreement. Interest expense on the revolving note
payable with SunTrust Bank, Atlanta was $0.1 million for the first
nine months of 1999.  In addition, Golden American paid interest of
$0.2 million during the first quarter of 1998 on the line of
credit with Equitable, which was repaid with a capital contribution
from the Parent and with funds borrowed from ING AIH.

INCOME.  Net income for the first nine months of 1999 was $3.6
million, a decrease of $1.3 million from net income of $4.9 million in
the same period of 1998.

Comprehensive loss for the first nine months of 1999 was $18,000, a
decrease of $5.5 million from comprehensive income of $5.5 million in
the same period of 1998.

                                    43

<PAGE>
<PAGE>

1998 COMPARED TO 1997

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

PREMIUMS.

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

</TABLE>

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

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

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

REVENUES.

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

</TABLE>

                                    44

<PAGE>
<PAGE>

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

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

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

EXPENSES.

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

</TABLE>

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

                                    45

<PAGE>
<PAGE>

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

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

At the merger date, the Companies' deferred policy acquisition costs
("DPAC"), previous balance of value of purchased insurance in force
("VPIF") and unearned revenue reserve were eliminated and a new asset
of $44.3 million representing VPIF was established for all policies in
force at the merger date. During 1998, VPIF was adjusted to reduce
amortization by $0.2 million to reflect changes in the assumptions
related to the timing of future gross profits. VPIF decreased $2.6
million in the second quarter of 1998 to adjust the value of other
receivables recorded at the time of merger and increased $0.2 million
in the first quarter of 1998 as the result of an adjustment to the
merger costs. The amortization of VPIF and DPAC increased $1.1
million, or 13.0%, in 1998. During the second quarter of 1997, VPIF
was adjusted by $2.3 million to reflect narrower spreads than the
gross profit model assumed.

Amortization of goodwill for the year ended December 31, 1998 totaled
$3.8 million compared to $2.0 million for the year ended December 31,
1997.

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

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

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

1997 COMPARED TO 1996

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

                                    46

<PAGE>
<PAGE>

PREMIUMS.

<TABLE>

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

</TABLE>


<TABLE>


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

</TABLE>

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

                                    47

<PAGE>
<PAGE>

REVENUES.

<TABLE>

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

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

</TABLE>

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

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

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


                                    48

<PAGE>
<PAGE>

EXPENSES.

<TABLE>

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

</TABLE>


<TABLE>

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

</TABLE>

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

Commissions increased 37.3%, or $9.8 million, in 1997 from $26.5
million in 1996.  Insurance taxes increased 23.3%, or $0.4 million, in
1997 from $1.9 million in 1996.  Increases and decreases in
commissions and insurance taxes are generally related to changes in
the level of variable product sales.

                                    49

<PAGE>
<PAGE>

Insurance taxes are also impacted by several other factors which include
an increase in FICA taxes primarily due to bonuses and an increase in
state licenses and fees.  Most costs incurred as the result of new sales
were deferred, thus having very little impact on earnings.

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

During the second quarter of 1997, present value of in force acquired
("PVIF") was unlocked by $2.3 million to reflect narrower current
spreads than the gross profit model assumed.  The Company's deferred
policy acquisition costs ("DPAC"), previous balance of PVIF and
unearned revenue reserve, as of the merger date, were eliminated and
an asset of $44.3 million representing PVIF was established for all
policies in force at the merger date.  The amortization of PVIF and
DPAC increased $2.4 million, or 37.1%, in 1997. Based on current
conditions and assumptions as to the impact of future events on
acquired policies in force, the expected approximate net amortization
for the next five years, relating to the PVIF as of December 31, 1997,
is $6.2 million in 1998, $6.0 million in 1999, $5.6 million in 2000,
$5.0 million in 2001 and $4.2 million in 2002.

Amortization of goodwill for the year ended December 31, 1997 totaled
$2.0 million compared to $0.6 million for the year ended December 31,
1996.

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

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

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

INVESTMENTS.  The financial statement carrying value and amortized
cost basis of the Companies' total investment portfolio grew 8.7% and
10.5%, respectively, during the first nine months of 1999.  All of the
Companies' investments, other than mortgage loans on real estate, are
carried at fair value in the Companies' financial statements. As such,
growth in the carrying value of the Companies' investment portfolio
included changes in unrealized appreciation and depreciation of fixed
maturities as well as growth in the cost basis of these securities.
Growth in the cost basis of the Companies' investment portfolio
resulted from the investment of premiums from the sale of the
Companies' fixed account options. The Companies manage the growth of
insurance operations in order to maintain adequate capital ratios. To
support the fixed account options of the Companies' variable insurance
products, cash flow was invested primarily in fixed maturities and
short-term investments.

At September 30, 1999 and December 31, 1998, the Companies had no
investments in default. At September 30, 1999 and December 31, 1998,
the Companies' investment portfolio had a yield of 6.6% and 6.4%,
respectively.

                                    50

<PAGE>
<PAGE>

The Companies estimate the total investment portfolio, excluding
policy loans, had a fair value approximately equal to 98.0%
of amortized cost value at September 30, 1999 (100.2% at December
31, 1998).

Fixed Maturities: At September 30, 1999, the Companies had fixed
maturities with an amortized cost of $815.0 million and an estimated
fair value of $798.7 million. At December 31, 1998, the Companies had
fixed maturities with an amortized cost of $739.8 million and an
estimated fair value of $742.0 million.

The Companies classify 100% of securities as available for sale. At
September 30, 1999, net unrealized depreciation on fixed maturities of
$16.3 million was comprised of gross appreciation of $0.8 million and
gross depreciation of $17.1 million.  Net unrealized holding losses on
these securities, net of adjustments to VPIF, DPAC, and deferred
income taxes of $4.0 million, was included in stockholder's equity at
September 30, 1999.  At December 31, 1998 net unrealized appreciation
of fixed maturities of $2.2 million was comprised of gross
appreciation of $6.7 million and gross depreciation of $4.5 million.
Net unrealized holding gains on these securities, net of adjustments
to VPIF, DPAC, and deferred income taxes of $1.0 million was included
in stockholder's equity at December 31, 1998.

The individual securities in the Companies' fixed maturities portfolio
(at amortized cost) include investment grade securities, which include
securities issued by the U.S. government, its agencies, and
corporations, that are rated at least A- by Standard & Poor's ($528.0
million or 64.8% at September 30, 1999 and $477.4 million or 64.5% at
December 31, 1998), that are rated BBB+ to BBB- by Standard & Poor's
($138.0 million or 16.9% at September 30, 1999 and $124.0 million or
16.8% at December 31, 1998) and below investment grade securities
which are securities issued by corporations that are rated BB+ to CCC-
by Standard & Poor's ($72.3 million or 8.9% at September 30, 1999 and
$51.6 million or 7.0% at December 31, 1998). Securities not rated by
Standard & Poor's had a National Association of Insurance
Commissioners ("NAIC") rating of 1, 2, 3 or 4 ($76.7 million or 9.4%
at September 30, 1999 and $86.8 million or 11.7% at December 31,
1998). The Companies' fixed maturity investment portfolio had a
combined yield at amortized cost of 6.6% at September 30, 1999 and
6.5% at December 31, 1998.

Fixed maturities rated BBB+ to BBB- may have speculative
characteristics and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity of the
issuer to make principal and interest payments than is the case with
higher rated fixed maturities.

At September 30, 1999, the amortized cost value of the Companies'
total investment in below investment grade securities, excluding
mortgage-backed securities, was $73.7 million, or 7.4%, of the
Companies' investment portfolio ($52.7 million, or 5.9%, at December
31, 1998).  The Companies intend to purchase additional below
investment grade securities but do not expect the percentage of the
portfolio invested in such securities to exceed 10% of the investment
portfolio.  At September 30, 1999, the yield at amortized cost on the
Companies' below investment grade portfolio was 7.8% compared to 6.6%
for the Companies' investment grade corporate bond portfolio.  AAt
December 31, 1998, the yield at amortized cost on the Companies' below
investment grade portfolio was 7.9% compared to 6.4% for the
Companies' investment grade corporate bond portfolio.  The Companies
estimate the fair value of the below investment grade portfolio was
$70.5 million, or 95.6% of amortized cost value, at September 30, 1999
($51.7 million, or 98.1% of amortized cost value, at December 31,
1998).

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

                                    51

<PAGE>
<PAGE>

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

During the nine months ended September 30, 1999 and Ifor the year
ended December 31, 1998, fixed maturities designated as available for
sale with a combined amortized cost of $170.6 million and $145.3
million, respectively, were called or repaid by their issuers. In
total, net pre-tax losses from sales, calls, and repayments of fixed
maturities amounted to $2.2 million and $0.5 million, for the first
nine months of 1999 and for the year ended December 31, 1998,
respectively.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value. As a result, at December 31, 1998, Golden American
recognized a total pre-tax loss of approximately $1.0 million to
reduce the carrying value of the bonds to their combined net
realizable value of $2.9 million.  During the second quarter of 1999,
further information was received regarding these bonds and Golden
American determined that the carrying value of the two bonds exceeded
their estimated net realizeable value.  As a result, at June 30, 1999
Golden American recognized a total pre-tax loss of approximately $1.6
million to further reduce the carrying value of the bonds to their
combined net realizeable value of $1.1 million.

Equity Securities: At September 30, 1999 and December 31, 1998,
Eequity securities represented 1.5% and 1.6%, respectively, of the
Companies' investment portfolio. At September 30, 1999 and December
31, 1998, the Companies owned equity securities with a cost of $14.4
million and an estimated fair value of $13.7 million and $11.5
million, respectively.  At September 30, 1999, net unrealized
depreciation of equity securities of $0.7 million was comprised of
gross appreciation of $0.3 million and gross depreciation of
$1.0 million at December 31, 1998 net unrealized depreciation of
equity securities was comprised entirely of gross depreciation of
$2.9 million .  Equity securities are primarily comprised of
investments in shares of the mutual funds underlying the Companies'
registered separate accounts.

Mortgage Loans on Real Estate: Mortgage loans on real estate
represented 9.5% and 10.9% of the Companies' investment portfolio at
September 30, 1999 and at December 31, 1998, respectively. Mortgages
outstanding at amortized cost were $93.9 million September 30, 1999
with an estimated fair value of $91.2 million. Mortgages outstanding
were $97.3 million at December 31, 1998 with an estimated fair value
of $99.8 million. At September 30, 1999, the Companies' mortgage loan
portfolio included 57 loans with an average size of $1.6 million and
average seasoning of 0.8 years if weighted by the number of loans. At
December 31, 1998, Tthe Companies' mortgage loan portfolio includeds
57 loans with an average size of $1.7 million and average seasoning of
0.9 years if weighted by the number of loans. The Companies' mortgage
loans on real estate are typically secured by occupied buildings in
major metropolitan locations and not speculative developments and are
diversified by type of property and geographic location.

Mortgage loans on real estate have been analyzed by geographical
location with concentrations by state identified as California (12% in
1998 and 1997), Utah (11% in 1998, 13% in 1997) and Georgia (10% in
1998, 11% in 1997).  There are no other concentrations of mortgage
loans in any state exceeding ten percent at December 31, 1998 and
1997.  Mortgage loans on real estate have also been analyzed by
collateral type with significant concentrations identified in office
buildings (36% in 1998, 43% in 1997), industrial buildings (32% in
1998, 33% in 1997) and retail facilities (20% in 1998, 15% in 1997).
As of September 30, 1999, there have been no significant changes to
the concentrations of mortgage loans on real estate compared to December
31, 1998.  At September 30, 1999 and December 31, 1998, the yield on
the Companies' mortgage loan portfolio was 7.3%.

                                    52

<PAGE>
<PAGE>

At September 30, 1999 and December 31, 1998, no mortgage loan on real
estate was delinquent by 90 days or more. The Companies' loan
investment strategy is consistent with other life insurance
subsidiaries of ING in the U.S. The insurance subsidiaries of EIC have
experienced a historically low default rate in their mortgage loan
portfolios.

OTHER ASSETS.  Accrued investment income increased $2.3 million during
the first nine months of 1999 due to an increase in the overall size
of the portfolio resulting from the investment of premiums allocated
to the fixed account options of the Companies' variable products.

DPAC represents certain deferred costs of acquiring insurance
business, principally first year commissions and interest bonuses,
extra credit bonuses and other expenses related to the production of
new business after the merger. The Companies' previous balances of
DPAC and VPIF were eliminated as of the merger date, and an asset
representing VPIF was established for all policies in force at the
merger date. VPIF is amortized into income in proportion to the
expected gross profits of in force acquired business in a manner
similar to DPAC amortization. Any expenses which vary directly with
the sales of the Companies' products are deferred and amortized. At
September 30, 1999, the Companies had DPAC and VPIF balances of $439.2
million and $33.0 million ($205.0 million and $36.0 million,
respectively at December 31, 1998). During the first nine months of
1998, VPIF decreased $2.7 million to adjust the value of other
receivables and increased $0.2 million as a result of an adjustment to
the merger costs.

Property and equipment increased $5.7 million, or 77.1%, during the
first nine months of 1999, due to the purchase of furniture and other
equipment for Golden American's new offices in West Chester,
Pennsylvania.  Property and equipment increased $5.8 million during
1998, due to installation of a new policy administration system,
introduction of an imaging system as well as the growth in the
business.

Goodwill totaling $151.1 million, representing the excess of the
acquisition cost over the fair value of net assets acquired, was
established at the merger date. Accumulated amortization of goodwill
as of September 30, 1999 and December 31, 1998 was $7.2 million and
$4.4 million, respectively.

Other assets increased $35.8 million during the first nine months of
1999 due mainly to an increase in a receivable from the separate
account.  Other assets increased $5.5 million during 1998 due mainly
to an increase in amounts due from an unaffiliated reinsurer under a
modified coinsurance agreement.

At September 30, 1999, the Companies had $5.6 billion of separate
account assets compared to $3.4 billion at December 31, 1998. The
increase in separate account assets resulted from market appreciation,
increased transfer activity, and sales of the Companies' variable
annuity products, net of redemptions. At December 31, 1998, the
Companies had $3.4 billion of separate account assets compared to $1.6
billion at December 31, 1997. The increase in separate account assets
resulted from market appreciation and growth in sales of the
Companies' variable annuity products, net of redemptions.

At September 30, 1999, the Companies had total assets of $7.3 billion,
a 53.9% increase from December 31, 1998.  At December 31, 1998,
the Companies had total assets of $4.8 billion, an increase of 94.3%
from December 31, 1997.

LIABILITIES.  In conjunction with the volume of variable annuity
sales, the Companies' total liabilities increased $2.5 billion, or
55.9%, during the first nine months of 1999 and totaled $6.9 billion
at September 30, 1999.  At September 30, 1999, future policy benefits
for annuity and interest sensitive life products increased $128.3
million, or 14.6%, to $1.0 billion reflecting premium growth in the
Companies' fixed account options of its variable products, net of
transfers to the separate accounts. Market appreciation, increased
transfer activity, and premiums, net of redemptions, accounted for the
$2.2 billion, or 64.9%, increase in separate account liabilities to
$5.6 billion at September 30, 1999.

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

                                    53

<PAGE>
<PAGE>

On September 30, 1999, Golden American issued a $75 million, 7.75%
surplus note to ING AIH, which matures on September 29, 2029.

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

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

At September 30, 1999, other liabilities increased $47.5 million from
$32.6 million at December 31, 1998, due primarily to increases in
securities payables and remittances to be applied.

At December 31, 1998, other liabilities increased $15.3 million from
$17.3 million at December 31, 1997, due primarily to increases in
accounts payable, outstanding checks, guaranty fund assessment
liability, and pension liability.

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

STOCKHOLDER'S EQUITY. Additional paid-in capital increased $100.0
million, or 28.8%, from December 31, 1998 to $447.6 million at
September 30, 1999 due to capital contributions from the Parent.
Additional paid-in capital increased $122.6 million, or 54.5%, from
December 31, 1997 to $347.6 million at December 31, 1998 primarily due
to capital contributions from the Parent.


                    LIQUIDITY AND CAPITAL RESOURCES

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

Net cash used in operating activities was $60.0 million in the first
nine months of 1999 compared to $22.7 million in the same period of
1998. Net cash used in operating activities was $63.9 million in 1998
compared to $4.8 million in 1997. The Companies have predominantly had
negative cash flows from operating activities since Golden American
started issuing variable insurance products in 1989. These negative
operating cash flows result primarily from the funding of commissions
and other deferrable expenses related to the continued growth in the
variable annuity products. The 1998 increase in net cash used in
operating activities resulted principally from the introduction of
Golden American's extra premium credit product in October 1997. In
1998, $54.4 million in extra premium credits was added to contract
holders' account values versus $2.8 million in 1997.

Net cash used in investing activities was $111.3 million during the
first nine months of 1999 as compared to $224.5 million in the same
period of 1998.  This decrease is primarily due to greater net
purchases of fixed maturities, equity securities, and mortgage loans
on real estate during the first nine months of 1998 than in the same
period of 1999.  Net purchases of fixed maturities reached $79.7
million during the first nine months of 1999 versus $199.0 million in
the same period of 1998.  Net sales of mortgage loans on real estate
were $3.2 million during the first nine months of 1999 compared to net
purchases of $13.2 million during the first nine months of 1998.

Net cash used in investing activities was $390.0 million during 1998
as compared to $198.5 million in 1997. This increase is primarily due
to greater net purchases of fixed maturities resulting from an
increase in funds available from net fixed account deposits. Net
purchases of fixed maturities reached

                                    54

<PAGE>
<PAGE>

$331.3 million in 1998 versus $135.3 million in 1997. Net purchases
of mortgage loans on real estate, on the other hand, declined to $12.6
million from $51.2 at December 31, 1997in the prior year. In 1998,
net purchases of short-term investments were unusually high due to
the investment of the remaining proceeds of Golden American's $60.0
million surplus note issued on December 30, 1998.

Net cash provided by financing activities was $177.5 million during
the first nine months of 1999 compared to $245.1 million during the
same period of 1998. In the first nine months of 1999, net cash
provided by financing activities was positively impacted by net fixed
account deposits of $441.7 million compared to $300.0 million in the
same period of 1998.  This increase was offset by net reallocations to
the Companies' separate accounts, which increased to $439.2 million
from $163.5 million during the prior year, and by a decrease in net
borrowings of $54.8 million in the first nine months of 1999 compared
to the first nine months of 1998.  In the first nine months of 1999,
another important source of cash provided by financing activities was
$100.0 million in capital contributions from the Parent compared to
$53.8 million in the first nine months of 1998. In addition, another
source of cash provided by financing activities during the third
quarter of 1999 was $75.0 million in proceeds from a surplus note
with ING AIH.

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

The Companies' liquidity position is managed by maintaining adequate
levels of liquid assets, such as cash or cash equivalents and short-
term investments. Additional sources of liquidity include borrowing
facilities to meet short-term cash requirements. Golden American
maintains a $65.0 million reciprocal loan agreement with ING AIH,
which expires on December 31, 2007.  In addition, the Companies
have an $85.0 million revolving note facility with SunTrust Bank,
Atlanta, which expires on July 31, 2000.  Management believes that
these sources of liquidity are adequate to meet the Companies'
short-term cash obligations.

Based on current trends, the Companies expect to continue to use net
cash in operating activities, given the continued growth of the
variable annuity products. It is anticipated that a continuation of
capital contributions from the Parent and the issuance of additional
surplus notes will cover these net cash outflows. ING is committed to
the sustained growth of Golden American.  During 1999, ING will
maintain Golden American's statutory capital and surplus at the end of
each quarter at a level such that: 1) the ratio of Total Adjusted
Capital divided by Company Action Level Risk Based Capital exceeds
300%; 2) the ratio of Total Adjusted Capital (excluding surplus notes)
divided by Company Action Level Risk Based Capital exceeds 200%; and
3) Golden American's statutory capital and surplus exceeds the
"Amounts Accrued for Expense Allowances Recognized in Reserves" as
disclosed on page 3, Line 13A of Golden American's Statutory
Statement.

During the first quarter of 1999, Golden American's operations were
moved to a new site in West Chester, Pennsylvania.  During the third
quarter of 1999, Golden American occupied an additional 20,000 square
feet and currently occupies 85,000 square feet of leased space, its
affiliate occupies 20,000 square feet, and it has made commitments for
an additional 20,000 square feet to be occupied by itself or its
affiliates during the fourth quarter of 1999.  Previously, Golden
American's home office operations were housed in leased locations in
Wilmington, Delaware and various locations in Pennsylvania, which were
leased on a short-term basis for use in the transition to the new
office building. Golden American's New York subsidiary is housed in
leased space in New York, New York. The Companies intend to spend
approximately $1.0 million on capital needs during the remainder of
1999.

The ability of Golden American to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed an
annual
                                    55

<PAGE>
<PAGE>

limit. During 1999, Golden American cannot pay dividends to its
Parent without prior approval of statutory authorities.

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

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

Reinsurance:  At September 30, 1999 and at December 31, 1998, Golden
American had reinsurance treaties with four unaffiliated reinsurers
and one affiliated reinsurer covering a significant portion of the
mortality risks under its variable contracts. Golden American remains
liable to the extent its reinsurers do not meet their obligations
under the reinsurance agreements.

                                    56

<PAGE>
<PAGE>



                  MARKET RISK AND RISK MANAGEMENT

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

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

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

                                    57

<PAGE>
<PAGE>

On the basis of these analyses, management believes there is no
material solvency risk to the Companies. With respect to a 10%
drop in equity values from year-end 1998 levels, variable separate
account funds, which represent 85% of the in force as of
September 30, 1999, pass the risk in underlying fund performance
to the contract holder (except for certain minimum guarantees that
are mostly reinsured).  With respect to interest rate movements
up or down 100 basis points from year-end 1998 levels, the
remaining 15% of the in force as of September 30, 1999 are fixed
account funds and almost all of these have market value adjustments
which provide significant protection against changes in interest
rates.


     CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

                                    58

<PAGE>
<PAGE>

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

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

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

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

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


                         OTHER INFORMATION

SEGMENT INFORMATION.  During the period since the acquisition by
Bankers Trust, September 30, 1992 to date of this Prospectus,
Golden American's operations consisted of one business segment,
the sale of annuity and life insurance products. Golden American
and its affiliate DSI are party to in excess of 140 sales
agreements with broker-dealers, three of whom, Locust Street
Securities, Inc., Vestax Securities Corporation, and Multi-
Financial Securities Corporation, are affiliates of Golden
American. As of September 30, 1999, two broker-dealers produce
10% or more of Golden American's product sales.

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

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

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

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

Pursuant to a service agreement between Golden American and Equitable
Life, Equitable Life provides certain administrative, financial and
other services to Golden American.  Equitable Life billed Golden

                                    59

<PAGE>
<PAGE>

American and its subsidiary First Golden American Life Insurance
Company of New York ("First Golden"), $0.9 million, $1.1 million,
and $29,000 for the first nine months of 1999 and the years ended
December 31, 1998 and 1997, respectively, under this service
agreement.

Golden American provides to DSI certain of its personnel to perform
management, administrative and clerical services and the use of
certain facilities. Golden American charges DSI for such expenses and
all other general and administrative costs, first on the basis of
direct charges when identifiable, and the remainder allocated based on
the estimated amount of time spent by Golden American's employees on
behalf of DSI.  In the opinion of management, this method of cost
allocation is reasonable.  In 1995, the service agreement between DSI
and Golden American was amended to provide for a management fee from
DSI to Golden American for managerial and supervisory services
provided by Golden American. This fee, calculated as a percentage of
average assets in the variable separate accounts, was $6.8 million,
$4.8 million, $2.8 million and $2.3 million for the first nine months
of 1999, and the years of 1998, 1997 and 1996, respectively.

Since January 1, 1998, Golden American and First Golden have had an
asset management agreement with ING Investment Management LLC ("ING
IM"), an affiliate, in which ING IM provides asset management and
accounting services for a fee, payable quarterly. For the first nine
months of 1999 and for the year ended December 31, 1998, Golden
American and First Golden incurred fees of $1.6 million and $1.5 million,
respectively, under this agreement.  Prior to 1998, Golden American and
First Golden had a service agreement with Equitable Investment Services,
Inc. ("EISI"), an affiliate, in which EISI provided investment
management services.  Golden American and First Golden paid fees of
$1.0 million for 1997 and $72,000 for the period from August 14,
1996 through December 31, 1996, respectively.

Since 1997, Golden American has provided certain advisory, computer
and other resources and services to Equitable Life. Revenues for these
services totaled $0.9 million for the first nine months of 1999,
$5.8 million for 1998 and $4.3 million for 1997.

The Companies provide resources and services to DSI.  Revenues for
these services totaled $0.8 million for the first nine months of 1999.

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate.  Revenues for these services
totaled $0.4 million for the first nine months of 1999 and $2.1
million for 1998.

DISTRIBUTION AGREEMENT.  Under a distribution agreement, DSI acts as
the principal underwriter (as defined in the Securities Act of 1933
and the Investment Company Act of 1940, as amended) of the variable
insurance products issued by Golden American which as of September 30,
1999 and December 31, 1998, are sold primarily through two
broker/dealer institutions. For the nine months ended September 30,
1999 and the years 1998, 1997 and 1996, commissions paid by Golden
American to DSI (including commissions paid by First Golden)
aggregated $130.4 million, $117.5 million, $36.4 million and $27.1
million, respectively.

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

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

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

STATE REGULATION.  Golden American is subject to the laws of the
State of Delaware governing insurance companies and to the
regulations of the Delaware Insurance Department (the "Insurance
Department").  A detailed financial statement in the prescribed
form (the "Annual Statement") is filed with the Insurance
Department each year covering Golden American's operations for the
preceding year and its financial condition as of the end of that
year.  Regulation by the Insurance Department includes periodic
examination to determine contract liabilities and reserves so that
the Insurance Department may certify

                                    60

<PAGE>
<PAGE>

that these items are correct. Golden American's books and accounts are
subject to review by the Insurance Department at all times.  A full
examination of Golden American's operations is conducted periodically
by the Insurance Department and under the auspices of the NAIC.

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

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

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

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

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

                                    61

<PAGE>
<PAGE>

DIRECTORS AND OFFICERS

NAME (AGE)                    POSITION(S) WITH THE COMPANY
----------                    ----------------------------
Barnett Chernow (50)          President and Director
Myles R. Tashman (57)         Director, Executive Vice President,
                              General Counsel and Secretary
Michael W. Cunningham (50)    Director
Mark A. Tullis (44)           Director
Phillip R. Lowery (46)        Director
James R. McInnis (51)         Executive Vice President and
                              Chief Marketing Officer
Stephen J. Preston (42)       Executive Vice President and Chief
                              Actuary
E. Robert Koster (41)         Senior Vice President and Chief Financial
                              Officer
Patricia M. Corbett (34)      Treasurer and Assistant V.P.
David L. Jacobson (50)        Senior Vice President and Assistant
                              Secretary
William L. Lowe (35)          Senior Vice President, Sales and Marketing
Ronald R. Blasdell (46)       Senior Vice President, Project Implementation
Steven G. Mandel (40)         Senior Vice President and
                              Chief Information Officer
Gary F. Haynes (54)           Senior Vice President, Operations

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

Mr. Barnett Chernow became President and Director of Golden American
and President of First Golden in April 1998.  From 1993 to 1998, Mr.
Chernow served as Executive Vice President of Golden American.  He was
elected to serve as Executive Vice President and Director of First
Golden in September 1996.

Mr. Myles R. Tashman joined Golden American in August 1994 as
Senior Vice President and was named Executive Vice President,
General Counsel and Secretary effective January 1, 1996. He was
elected to serve as a Director of Golden American in January 1998.
He also serves as a Director, Executive Vice President, General
Counsel and Secretary of First Golden.

Mr. Michael W. Cunningham became a Director of Golden American and
First Golden in April 1999.  Also, he has served as a Director of
Life of Georgia and Security Life of Denver since 1995.
Currently, he serves as Executive Vice President and Chief
Financial Officer of ING North America Insurance Corporation, and
has worked for them since 1991.

Mr. Mark A. Tullis became a Director of Golden American in January
2000. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September 1999.

                                    62

<PAGE>
<PAGE>

Mr. Phillip R. Lowery became a Director of Golden American in
April 1999.  He has served as Executive Vice President and Chief
Actuary for ING Americas Region since 1990.

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

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

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

Mr. David L. Jacobson joined Golden American in November 1993 as
Senior Vice President and Assistant Secretary.

Mr. Stephen J. Preston joined Golden American in December, 1993 as
Senior Vice President, Chief Actuary and Controller. He became an
Executive Vice President and Chief Actuary in June 1998.

Mr. William L. Lowe joined Equitable Life as Vice President, Sales
& Marketing in January 1994. He became a Senior Vice President,
Sales & Marketing, of Golden American in August 1997. He was also
President of Equitable of Iowa Securities Network, Inc. until
October 1998.

Mr. Steven G. Mandel joined Golden American in October 1988 and
became Senior Vice President and Chief Information Officer in
June 1998.

Mr. Ronald R. Blasdell joined Golden American in February 1994 and
became Senior Vice President, Project Implementation in June 1998.

Mr. Gary Haynes joined Golden American in April 1999 and became
Senior Vice President, Operations in April 1999.


COMPENSATION TABLES AND OTHER INFORMATION

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

                                    63

<PAGE>
<PAGE>

EXECUTIVE COMPENSATION TABLE

The following table sets forth information with respect to the
annual salary and bonus for Golden American's Chief Executive
Officers and the five other most highly compensated executive
officers for the fiscal year ended December 31, 1998.  As of
the date of this prospectus 1999 data was not yet available.

<TABLE>
                                                            LONG-TERM            ALL OTHER
                              ANNUAL COMPENSATION         COMPENSATION         COMPENSATION
                              -------------------   ------------------------   ------------
                                                     RESTRICTED   SECURITIES
NAME AND                                            STOCK AWARDS  UNDERLYING
PRINCIPAL POSITION   YEAR     SALARY     BONUS(1)    OPTIONS(2)   OPTIONS(3)
------------------   ----     ------     --------   ------------  ----------
<S>                  <C>     <C>         <C>          <C>           <C>         <C>
Barnett Chernow,     1998    $284,171    $105,375                   8,000
 President           1997    $234,167    $ 31,859     $277,576      4,000
                     1996    $207,526    $150,000                               $ 7,755(4)

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

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

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

Stephen J. Preston,  1998    $173,870    $ 32,152                 3,500
 Executive Vice      1997    $160,758    $ 16,470
 President           1996    $156,937    $ 58,326
 and Chief Actuary

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

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

</TABLE>

 (1) The amount shown relates to bonuses paid in 1998, 1997
     and 1996.
 (2) Restricted stock awards granted to executive officers
     vested on October 24, 1997 with the change in control of
     Equitable of Iowa.
 (3) Awards comprised of qualified and non-qualified stock
     options. All options were granted with an exercise price equal
     to the then fair market value of the underlying stock.  All
     options vested with the change in control of Equitable of Iowa
     and were cashed out for the difference between $68.00 and the
     exercise price.
 (4) In 1996, Contributions were made by the Company on behalf
     of the employee to PartnerShare, the deferred compensation
     plan sponsored by Bankers Trust New York Corporation and its
     affiliates for the benefit of all Bankers Trust employees, in
     February of 1996 to employees on record as of  December 31,
     1996, after an employee completed one year of service with the
     company.  This contribution could be in the form of deferred
     compensation and/or a cash payment.  In 1996, Mr. Kendall
     received $9,000 of deferred compensation and $2,535 of cash
     payment from the plan;  Mr. Chernow received $6,000 of
     deferred compensation and $1,755 of cash payment from the
     plan; Mr. Tashman received $4,000 of deferred compensation and
     $1,127 of cash payment from the plan.

                                    64

<PAGE>
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR (1998)

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

</TABLE>

 (1) Stock appreciation rights granted on May 26, 1998 to the
     officers of Golden American have a three-year vesting period
     and an expiration date as shown.
 (2) The base price was equal to the fair market value of
     ING's stock on on the date of grant.
 (3) Total dollar gains based on indicated rates of
     appreciation of share price over a the five year term of the
     rights.

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

                                    65

<PAGE>
<PAGE>


[Shaded Section Header]
--------------------------------------------------------------------------
  UNAUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------
For the Nine Months Ended September 30, 1999


                                          66

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                       (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                            September 30, 1999  December 31, 1998
                                            ------------------  -----------------
<S>                                             <C>                 <C>
ASSETS
Investments:
 Fixed maturities, available for sale, at
  fair value (cost:  1999 -- $815,027;
  1998 -- $739,772)                           $  798,708          $  741,985
 Equity securities, at fair value (cost:          13,679              11,514
  1999 -- $14,437; 1998 -- $14,437)
 Mortgage loans on real estate                    93,884              97,322
 Policy loans                                     13,454              11,772
 Short-term investments                           66,519              41,152
                                              ----------          ----------
Total investments                                986,244             903,745

Cash and cash equivalents                         12,908               6,679
Due from affiliates                                1,460               2,983
Accrued investment income                         11,896               9,645
Deferred policy acquisition costs                439,176             204,979
Value of purchased insurance in force             32,984              35,977
Current income taxes recoverable                     204                 628
Deferred income tax asset                         29,690              31,477
Property and equipment, less allowances
 for depreciation of $2,807 in 1999
 and $801 in 1998                                 13,017               7,348
Goodwill, less accumulated amortization
 of $7,242 in 1999 and $4,408 in 1998            143,886             146,719
Other assets                                      42,072               6,239
Separate account assets                        5,598,490           3,396,114
                                              ----------          ----------
Total assets                                  $7,312,027          $4,752,533
                                              ==========          ==========


LIABILITIES  AND  STOCKHOLDER'S  EQUITY
Policy liabilities and accruals:
 Future policy benefits:
  Annuity and interest sensitive life
    products                                  $1,009,382            $881,112
  Unearned revenue reserve                         5,855               3,840
 Other policy claims and benefits                     15                  --
                                              ----------          ----------
                                               1,015,252             884,952

Surplus notes                                    160,000              85,000
Due to affiliates                                  4,328                  --
Other liabilities                                 80,081              32,573
Separate account liabilities                   5,598,490           3,396,114
                                              ----------          ----------
                                               6,858,151           4,398,639

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
  authorized, issued,                              2,500               2,500
  and outstanding  250,000 shares
 Additional paid-in capital                      447,640             347,640
 Accumulated other comprehensive loss             (4,464)               (895)
 Retained earnings                                 8,200               4,649
                                              ----------          ----------
Total stockholder's equity                       453,876             353,894
                                              ----------          ----------
Total liabilities and stockholder's
 equity                                       $7,312,027          $4,752,533
                                              ==========          ==========


                                  See accompanying notes.


</TABLE>                                  67

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)


<TABLE>
<CAPTION>
                                                For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
<S>                                              <C>                 <C>
Revenues:
 Annuity and interest sensitive
  life product charges                           $  55,195           $ 26,984
 Management fee revenue                              6,755              3,257
 Net investment income                              42,671             29,296
 Realized gains (losses) on
  investments                                       (2,215)               436
 Other income                                        7,448              4,805
                                                 ---------           --------
                                                   109,854             64,778
Insurance benefits and expenses:
 Annuity and interest sensitive
  life benefits:
  Interest credited to account                     125,404             64,110
   balances
  Benefit claims incurred in                         3,452                862
   excess of account balances
 Underwriting, acquisition, and
  insurance expenses:
  Commissions                                      134,585             84,958
  General expenses                                  47,551             23,480
  Insurance taxes, state                             3,545              2,680
   licenses, and fees
  Policy acquisition costs                        (244,840)          (133,616)
   deferred
  Amortization:
   Deferred policy acquisition                      19,699              4,014
    costs
   Value of purchased insurance                      4,803              3,252
    in force
   Goodwill                                          2,834              2,834
                                                 ---------           --------
                                                    97,033             52,574
 Interest expense                                    5,552              3,033
                                                 ---------           --------
                                                   102,585             55,607
                                                 ---------           --------
 Income before income taxes                          7,269              9,171

 Income taxes                                        3,718              4,294
                                                 ---------           --------
 Net income                                      $   3,551           $  4,877
                                                 =========           ========


                                 See accompanying notes.


</TABLE>                                  68

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)


<TABLE>
<CAPTION>
                                                For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
<S>                                              <C>                 <C>
NET CASH USED IN OPERATING ACTIVITIES            $ (60,026)          $ (22,666)

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
 Fixed maturities -- available for sale             170,548              92,707
 Mortgage loans on real estate                        4,241               3,145
 Short-term investments  -- net                          --               2,575
                                                 ----------          ----------

                                                    174,789              98,427

Acquisition of investments:
 Fixed maturities -- available for sale            (250,277)           (291,687)
 Equity securities                                       --             (10,000)
 Mortgage loans on real estate                       (1,034)            (16,390)
 Policy loans -- net                                 (1,682)             (1,385)
 Short term investments -- net                      (25,367)                 --
                                                 ----------          ----------
                                                   (278,360)           (319,462)
Net purchase of property and equipment               (7,700)             (3,470)
                                                 ----------          ----------
Net cash used in investing activities              (111,271)           (224,505)

FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement             488,950             242,847
 borrowings
Repayment of reciprocal loan agreement             (488,950)           (202,847)
 borrowings
Proceeds from revolving note payable                131,595              20,082
Repayment of revolving note payable                (131,595)                 --
Proceeds from surplus note                           75,000                  --
Repayment of line of credit borrowings                   --              (5,309)
Receipts from annuity and interest
 sensitive life policies credited
 to account balances                                540,464             350,385
Return of account balances on annuity
 and interest sensitive life policies               (98,715)            (50,370)
Net reallocations to Separate Accounts             (439,223)           (163,455)
Contributions from parent                           100,000              53,750
                                                 ----------          ----------
Net cash provided by financing                      177,526             245,083
 activities
                                                 ----------          ----------

Increase (decrease) in cash and cash
 equivalents                                          6,229             (2,088)

Cash and cash equivalents at beginning
 of period                                            6,679             21,039
                                                 ----------          ----------
Cash and cash equivalents at end of
 period                                          $   12,908          $   18,951
                                                 ==========          ==========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
 Interest                                        $    5,078          $   3,493
 Taxes                                                   10                 80
Non-cash financing activities:
 Non-cash adjustment to additional paid
  in capital for adjusted merger costs                   --                143
 Non-cash contribution of capital from
  parent to repay line of credit
  borrowings                                             --             18,750


                                  See accompanying notes.


</TABLE>                                   69

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999


1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly, the financial
statements do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. All adjustments
were of a normal recurring nature, unless otherwise noted in Management's
Discussion and Analysis and the Notes to Financial Statements.  Operating
results for the nine months ended September 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1999.  These financial statements should be read in
conjunction with the financial statements and related notes included in
the Golden American Life Insurance Company's annual report on Form 10-K
for the year ended December 31, 1998.

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

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

FAIR VALUES
Estimated fair values of publicly traded fixed maturities for 1999 are as
reported by an independent pricing service.

STATUTORY
Net loss for Golden American as determined in accordance with statutory
accounting practices was $75,508,000 and $32,198,000 for the nine months
ended September 30, 1999 and 1998, respectively.  Total statutory capital
and surplus was $285,674,000 at September 30, 1999 and $183,045,000 at
December 31, 1998.

RECLASSIFICATIONS
Certain amounts in the September 30, 1998 and December 31, 1998 financial
statements have been reclassified to conform to the September 30, 1999
financial statement presentation.

2.  COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the Statement of Financial
Accounting Standard ("SFAS") No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this
statement had no impact on the Companies' net income or stockholder's
equity.  SFAS No. 130 requires unrealized gains or losses on the


                                          70

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999


2.  COMPREHENSIVE INCOME (continued)

Companies' available for sale securities (net of adjustments for value of
purchased insurance in force ("VPIF"), deferred policy acquisition costs
("DPAC"), and deferred income taxes) to be included in other
comprehensive income.

During the third quarter and first nine months of 1999, other
comprehensive income (loss) for the Companies amounted to $2,059,000 and
$(18,000), respectively ($2,426,000 and $5,478,000, respectively, for the
same periods of 1998).  Included in these amounts are other comprehensive
income (loss) for First Golden of $(14,000) and $(258,000) for the third
quarter and first nine months of 1999, respectively ($601,000 and
$1,174,000, respectively, for the same periods of 1998).  Other
comprehensive income (loss) excludes net investment gains (losses)
included in net income which merely represent transfers from unrealized
to realized gains and losses.  These amounts totaled $(460,000) and
$(2,512,000) during the third quarter and first nine months of 1999,
respectively ($263,000 and $388,000, respectively, for the same periods
of 1998).  Such amounts, which have been measured through the date of
sale, are net of income taxes and adjustments for VPIF and DPAC totaling
$(38,000) and $297,000 for the third quarter and first nine months of
1999, respectively ($40,000 and $48,000, respectively, for the same
periods of 1998).

3.  INVESTMENTS

INVESTMENT VALUATION ANALYSIS:  The Companies analyze the investment
portfolio at least quarterly in order to determine if the carrying value
of any investment has been impaired.  The carrying value of debt and
equity securities is written down to fair value by a charge to realized
losses when an impairment in value appears to be other than temporary.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value.  As a result, at December 31, 1998, Golden American recognized a
total pre-tax loss of $973,000 to reduce the carrying value of the bonds
to their combined net realizable value of $2,919,000. During the second
quarter of 1999, further information was received regarding these bonds
and Golden American determined that the carrying value of the two bonds
exceeded their estimated net realizable value. As a result, at June 30,
1999, Golden American recognized a total pre-tax loss of $1,639,000 to
further reduce the carrying value of the bonds to their combined net
realizable value of $1,137,000.

4.  RELATED PARTY TRANSACTIONS

OPERATING AGREEMENTS:  Directed Services, Inc. ("DSI"), an affiliate,
acts as the principal underwriter (as defined in the Securities Act of
1933 and the Investment Company Act of 1940, as amended) and distributor
of the variable insurance products issued by the Companies.  DSI is
authorized to enter into agreements with broker/dealers to distribute the
Companies' variable insurance products and appoint representatives of the
broker/dealers as agents. The Companies paid commissions and expenses to
DSI totaling $50,131,000 in the third quarter and $130,419,000 for the
first nine months of 1999 ($32,104,000 and $82,548,000, respectively, for
the same periods of 1998).

Golden American provides certain managerial and supervisory services to
DSI.  The fee paid by DSI for these services is calculated as a
percentage of average assets in the variable separate accounts.  For the
third quarter and first nine months of 1999, the fee was $2,659,000 and
$6,755,000, respectively ($1,234,000 and $3,257,000, respectively, for
the same periods of 1998).

The Companies have an asset management agreement with ING Investment
Management LLC ("ING IM"), an affiliate, in which ING IM provides asset
management and accounting services.  Under the agreement, the Companies
record a fee based on the value of the assets under management.  The fee
is payable quarterly.  For the third quarter and first nine months of
1999, the Companies incurred fees of $523,000 and

                                          71

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$1,637,000, respectively, under this agreement ($341,000 and $1,013,000,
respectively, for the same periods of 1998).

Golden American has a guaranty agreement with Equitable Life Insurance
Company of Iowa ("Equitable Life"), an affiliate. In consideration of an
annual fee, payable June 30, Equitable Life guarantees to Golden American
that it will make funds available, if needed, to Golden American to pay
the contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and nothing
contained therein or done pursuant thereto by Equitable Life shall be
deemed to constitute, a direct or indirect guaranty by Equitable Life of
the payment of any debt or other obligation, indebtedness or liability,
of any kind or character whatsoever, of Golden American.  The agreement
does not guarantee the value of the underlying assets held in separate
accounts in which funds of variable life insurance and variable annuity
policies have been invested.  The calculation of the annual fee is based
on risk based capital.  As Golden American's risk based capital level was
above required amounts, no annual fee was payable at June 30, 1999 or
1998.

Golden American provides certain advisory, computer and other resources
and services to Equitable Life.  Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $237,000 in
the third quarter of 1999 and $898,000 for the first nine months of 1999
($1,524,000 and $5,091,000, respectively, for the same periods of 1998).

The Companies have a service agreement with Equitable Life in which
Equitable Life provides administrative and financial related services.
Under this agreement, the Companies incurred expenses of $50,000 in the
third quarter of 1999 and $855,000 for the first nine months of 1999
($261,000 and $575,000, respectively, for the same periods of 1998).

The Companies provide resources and services to DSI.  Revenues for these
services, which reduce general expenses incurred by the Companies,
totaled $276,000 in the third quarter of 1999 and $759,000 for the first
nine months of 1999 ($19,000 and $57,000, respectively, for the same
periods of 1998).

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate. Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $159,000 in
the  third quarter of 1999 and $376,000 for the first  nine months of
1999.

For the third quarter of 1999, the Companies received 7.8% of total
premiums (9.7% in the same period of 1998), net of reinsurance, for
variable products sold through four affiliates, Locust Street Securities,
Inc. ("LSSI"), Vestax Securities Corporation ("Vestax"), DSI, and Multi-
Financial Securities Corporation ("Multi-Financial") of $46,600,000,
$12,900,000, $0, and $11,000,000, respectively ($34,600,000, $14,200,000,
$1,800,000, and $4,100,000, respectively, for the same period of 1998).
For the first nine months of 1999, the Companies received 9.5% of total
premiums (10.0% in the same period of 1998), net of reinsurance, from
LSSI, Vestax, DSI, and Multi-Financial of $121,900,000, $72,000,000,
$2,300,000, and $24,400,000, respectively ($92,700,000, $30,000,000,
$10,700,000, and $10,000,000, respectively, for the same period of 1998).

RECIPROCAL LOAN AGREEMENT:  Golden American maintains a reciprocal loan
agreement with ING America Insurance Holdings, Inc. ("ING AIH"), a
Delaware corporation and affiliate, to facilitate the handling of unusual
and/or unanticipated short-term cash requirements.  Under this agreement,
which became effective January 1, 1998 and expires December 31, 2007,
Golden American and ING AIH can borrow up to $65,000,000 from one
another. Prior to lending funds to ING AIH, Golden American must obtain
approval from the Department of Insurance of the State of Delaware.
Interest on any Golden American borrowings is charged at the rate of ING
AIH's cost of funds for the interest period plus 0.15%. Interest on any
ING AIH borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a similar
duration.  Under this agreement, Golden American incurred interest
expense of

                                          72

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$397,000 in the third quarter of 1999 and $633,000 for the
first nine months of 1999 ($505,000 and $1,269,000, respectively, for the
same periods of 1998).  At September 30, 1999, Golden American did not
have any borrowings or receivables from ING AIH under this agreement.

LINE OF CREDIT:  Golden American maintained a line of credit agreement
with Equitable to facilitate the handling of unusual and/or unanticipated
short-term cash requirements.  Under this agreement, which became
effective December 1, 1996 and expired December 31, 1997, Golden American
could borrow up to $25,000,000.  Interest on any borrowings was charged
at the rate of Equitable's monthly average aggregate cost of short-term
funds plus 1.00%.  Under this agreement, Golden American incurred
interest expense of $211,000 for the first quarter of 1998.  The
outstanding balance was paid by a capital contribution from the Parent
and with funds borrowed from ING AIH.

SURPLUS NOTES:  On September 30, 1999, Golden American issued a 7.75%
surplus note in the amount of $75,000,000 to ING AIH. The note matures on
September 29, 2029. Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American. Any payment of principal and/or
interest made is subject to the prior approval of the Delaware Insurance
Commissioner. Under this agreement, Golden American incurred no interest
expense in the third quarter of 1999.

On December 30, 1998, Golden American issued a 7.25% surplus note in the
amount of $60,000,000 to Equitable Life.  The note matures on December
29, 2028.  Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American.  Any payment of principal
and/or interest made is subject to the prior approval of the Delaware
Insurance Commissioner.  Under this agreement, Golden American incurred
interest expense of $1,088,000 in the third quarter of 1999 and
$3,263,000 for the first nine months of 1999.

On December 17, 1996, Golden American issued an 8.25% surplus note in the
amount of $25,000,000 to Equitable. The note matures on December 17,
2026.  Payment of the note and related accrued interest is subordinate to
payments due to policyholders, claimant and beneficiary claims, as well
as debts owed to all other classes of debtors of Golden American.  Any
payment of principal made is subject to the prior approval of the
Delaware Insurance Commissioner.  Golden American incurred interest
totaling $516,000 in the third quarter of 1999 and $1,547,000 for the
first nine months of 1999, unchanged from the same periods of 1998.  As a
result of the merger, the surplus note is now payable to EIC.

STOCKHOLDER'S EQUITY:  During the third quarter of 1999 and the first
nine months of 1999, Golden American received capital contributions from
its Parent of $20,000,000 and $100,000,000, respectively ($0 and
$72,500,000, respectively, for the same periods of 1998).

5.  COMMITMENTS AND CONTINGENCIES

REINSURANCE:  At September 30, 1999, Golden American had reinsurance
treaties with four unaffiliated reinsurers and one affiliated reinsurer
covering a significant portion of the mortality risks under its variable
contracts. Golden American remains liable to the extent its reinsurers do
not meet their obligations under the reinsurance agreements. At September
30, 1999 and 1998, the Companies had a net receivable of $14,041,000 and
$6,539,000, respectively, for reserve credits, reinsurance claims, or
other receivables from these reinsurers comprised of $2,268,000 and
$257,000, respectively, for claims recoverable from reinsurers, $918,000
and $451,000, respectively, for a payable for reinsurance premiums and
$12,691,000 and $6,733,000, respectively, for a receivable from an
unaffiliated reinsurer.  Included in the accompanying financial
statements are net considerations to reinsurers of $2,638,000 in the
third quarter of 1999 and $6,656,000 for the first nine months of 1999
compared to $1,293,000 and $3,259,000, respectively, for the same periods
in 1998.  Also included in the accompanying financial statements are net
policy benefits of

                                          73

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

5.  COMMITMENTS AND CONTINGENCIES (continued)

$2,569,000 in the third quarter of 1999 and $4,008,000 for the first
nine months of 1999 compared to $1,272,000 and $2,096,000, respectively,
for the same periods in 1998.

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The accompanying
financial statements are presented net of the effects of the treaty.

GUARANTY FUND ASSESSMENTS: Assessments are levied on the Companies by
life and health guaranty associations in most states in which the
Companies are licensed to cover losses of policyholders of insolvent or
rehabilitated insurers. In some states, these assessments can be
partially recovered through a reduction in future premium taxes. The
Companies cannot predict whether and to what extent legislative
initiatives may affect the right to offset.  The associated cost for a
particular insurance company can vary significantly based upon its fixed
account premium volume by line of business and state premiums as well as
its potential for premium tax offset.  The Companies have established an
undiscounted reserve to cover such assessments, review information
regarding known failures, and revise estimates of future guaranty fund
assessments.  Accordingly, the Companies accrued and charged to expense
an additional $208,000 and $598,000 in the third quarter and first nine
months of 1998, respectively.  At September 30, 1999, the Companies have
an undiscounted reserve of $2,444,000 to cover estimated future
assessments (net of related anticipated premium tax credits) and have
established an asset totaling $586,000 for assessments paid which may be
recoverable through future premium tax offsets. The Companies believe
this reserve is sufficient to cover expected future guaranty fund
assessments based upon previous premiums and known insolvencies at this
time.


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

VULNERABILITY FROM CONCENTRATIONS: The Companies have various
concentrations in the investment portfolio.  The Companies' asset growth,
net investment income, and cash flow are primarily generated from the
sale of variable products and associated future policy benefits and
separate account liabilities.  Substantial changes in tax laws that would
make these products less attractive to consumers and extreme fluctuations
in interest rates or stock market returns, which may result in higher
lapse experience than assumed, could cause a severe impact on the
Companies' financial condition.  Two broker/dealers, each having at least
ten percent of total sales, generated 29% of the Companies' sales during
the first nine months of 1999 (10% by one broker/dealer in the same
period of 1998).  The Premium Plus variable annuity product generated 78%
of the Companies' sales during the first nine months of 1999 (59% in the
same period of 1998).

REVOLVING NOTE PAYABLE:  To enhance short-term liquidity, the Companies
established a revolving note payable effective July 27, 1998 and expiring
July 31, 1999 with SunTrust Bank, Atlanta (the "Bank").  The note was
approved by the Boards of Directors of Golden American and First Golden
on August 5, 1998 and September 29, 1998, respectively.  As of July 31,
1999, the SunTrust Bank, Atlanta revolving note facility was extended to
July 31, 2000.  The total amount the Companies may have outstanding is
$85,000,000, of which Golden American and First Golden have individual
credit sublimits of $75,000,000 and $10,000,000, respectively.  The note
accrues interest at an annual rate equal to: (1)  the cost of funds for
the Bank for the period applicable for the advance plus 0.25% or (2) a
rate quoted by the Bank to the Companies for the advance. The terms of
the agreement require the Companies to maintain the minimum level of
Company Action Level Risk Based Capital as established by applicable
state law or regulation.  During the quarter and nine months ended
September 30, 1999, the Companies paid interest expense of $55,000 and
$109,000, respectively ($6,000 for the same periods of 1998).  At
September 30, 1999, the Companies did not have any borrowings under this
agreement.

                                          74

<PAGE>
<PAGE>
[Shaded Section Header]
--------------------------------------------------------------------------
      FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Golden American Life Insurance Company

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

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

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


                                             /s/Ernst & Young LLP




Des Moines, Iowa
February 12, 1999

                                    75

<PAGE>
<PAGE>

                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEETS
                    (Dollars in thousands, except per share data)


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

</TABLE>

                      See accompanying notes.


                                    76

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                (Dollars in thousands, except per share data)

<TABLE>
                                                  POST-MERGER
                                     ------------------------------------
                                     December 31, 1998  December 31, 1997
                                     -----------------  -----------------
<S>                                      <C>               <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
 Future policy benefits:
 Annuity and interest sensitive life
   products.........................     $  881,112        $  505,304
 Unearned revenue reserve...........          3,840             1,189
 Other policy claims and benefits...             --                10
                                         ----------        ----------
                                            884,952           506,503

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

Commitments and contingencies

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

</TABLE>

                      See accompanying notes.


                                    77

<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF OPERATIONS
                      (Dollars in thousands)

<TABLE>

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

</TABLE>

                      See accompanying notes.


                                    78

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                      (Dollars in thousands)

<TABLE>

                                                                       Accumulated
                                             Redeemable   Additional      Other       Retained          Total
                                   Common    Preferred      Paid-in   Comprehensive   Earnings      Stockholder's
                                   Stock       Stock        Capital   Income (Loss)   (Deficit)        Equity
                                   ------------------------------------------------------------------------------
                                                                   PRE-ACQUISITION
                                   ------------------------------------------------------------------------------
<S>                                <C>        <C>         <C>           <C>             <C>          <C>
Balance at January 1, 1996........ $2,500     $50,000     $  45,030     $   658         $  (63)      $  98,125
 Comprehensive income:
  Net income......................     --          --            --          --          3,199           3,199
  Change in net unrealized
   investment gains  (losses).....     --          --            --      (1,175)            --          (1,175)
                                                                                                     ---------
 Comprehensive income.............                                                                       2,024
 Preferred stock dividends........     --          --            --          --           (719)           (719)
                                    ------    -------      --------     -------         ------       ---------
Balance at August 13, 1996........ $2,500     $50,000     $  45,030    $   (517)        $2,417       $  99,430
                                   ======     =======      ========    ========         ======       =========
</TABLE>

<TABLE>
                                   ------------------------------------------------------------------------------
                                                                  POST-ACQUISITION
                                   ------------------------------------------------------------------------------
<S>                                <C>        <C>         <C>           <C>             <C>          <C>
Balance at August 14, 1996........ $2,500     $50,000     $  87,372          --             --        $139,872
 Comprehensive income:
  Net income......................     --          --            --          --         $  350             350
  Change in net unrealized
   investment gains (losses)......     --          --            --     $   262             --             262
                                                                                                      --------
 Comprehensive income.............                                          612
 Contribution of preferred stock
  to additional paid-in capital...     --     (50,000)       50,000          --             --              --
                                    ------    -------      --------     -------         ------        --------
Balance at December 31, 1996......   2,500         --       137,372         262            350         140,484
 Comprehensive income:
  Net income......................      --         --            --          --            729             729
  Change in net unrealized
   investment gains (losses)......      --         --            --       1,543             --           1,543
                                                                                                      --------
 Comprehensive income.............                                        2,272
 Contribution of capital..........      --         --         1,121          --             --           1,121
                                    ------    -------      --------     -------         ------        --------
Balance at October 24, 1997         $2,500         --      $138,493      $1,805         $1,079        $143,877
                                    ======    =======      ========      ======         ======        ========
</TABLE>


<TABLE>
                                   ------------------------------------------------------------------------------
                                                                     POST-MERGER
                                   ------------------------------------------------------------------------------
<S>                                <C>        <C>         <C>           <C>             <C>          <C>
Balance at October 25, 1997.......  $2,500         --      $224,997          --             --      $227,497
 Comprehensive loss:
   Net loss.......................      --         --            --          --         $ (425)         (425)
  Change in net unrealized
   investment gains (losses)......      --         --            --     $   241             --           241
                                                                                                    --------
 Comprehensive loss...............                                                                      (184)
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1997......   2,500         --       224,997         241           (425)      227,313
 Comprehensive income:
  Net income......................      --         --            --          --          5,074         5,074
  Change in net unrealized
   investment gains (losses)......      --         --            --      (1,136)            --        (1,136)
                                                                                                    --------
 Comprehensive income.............                                                                     3,938
 Contribution of capital..........      --         --       122,500          --             --       122,500
 Other............................      --         --           143          --             --           143
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1998......  $2,500         --      $347,640     $  (895)        $4,649      $353,894
                                    ======    =======      ========     =======         ======      ========
</TABLE>

                      See accompanying notes.


                                    79

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Dollars in thousands)


<TABLE>

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


</TABLE>
                      See accompanying notes.


                                    80

<PAGE>
<PAGE>


                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
         CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                      (Dollars in thousands)


<TABLE>

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

</TABLE>

                     See accompanying notes.


                                    81

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

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

ORGANIZATION

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

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

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

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

INVESTMENTS

Fixed Maturities: The Companies account for their investments
under the Statement of Financial Accounting Standards ("SFAS") No.
115, "Accounting for Certain Investments in Debt and Equity
Securities," which requires fixed maturities to be designated as
either "available for sale," "held for investment" or "trading."
Sales of fixed maturities designated as "available for sale" are
not restricted by SFAS No. 115. Available for sale securities are
reported at fair value and unrealized gains and losses on these
securities are included directly in stockholder's equity, after
adjustment for related changes in value

                                    82

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)


of purchased insurance in force ("VPIF"), deferred policy acquisition
costs ("DPAC") and deferred income taxes. At December 31, 1998 and 1997,
all of the Companies' fixed maturities are designated as available
for sale, although the Companies are not precluded from designating
fixed maturities as held for investment or trading at some future date.

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

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

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

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

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

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

                                    83

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

CASH AND CASH EQUIVALENTS

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

DEFERRED POLICY ACQUISITION COSTS

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

VALUE OF PURCHASED INSURANCE IN FORCE

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

PROPERTY AND EQUIPMENT

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

GOODWILL

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

FUTURE POLICY BENEFITS

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

                                    84

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEPARATE ACCOUNTS

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

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

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

DEFERRED INCOME TAXES

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

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

Under the provisions of the insurance laws of the State of New
York, First Golden cannot distribute any dividends to its
stockholder unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed at least thirty days
in advance of the proposed declaration. If the Superintendent
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution
by giving written notice to First Golden within thirty days after
the filing.
                                    85

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEGMENT REPORTING

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

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

USE OF ESTIMATES

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

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

RECLASSIFICATIONS

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

2.   BASIS OF FINANCIAL REPORTING

The financial statements of the Companies differ from related
statutory-basis financial statements principally as follows: (1)
acquisition costs of acquiring new business are deferred and
amortized over the life of the policies rather than charged to
operations as incurred; (2) an asset representing the present
value of future cash flows from insurance contracts acquired was
established as a result of the merger/acquisition and is amortized
and charged to expense; (3) future policy benefit reserves for
divisions with fixed interest guarantees of the variable products
are based on full account values, rather than the greater of cash
surrender value or amounts derived from discounting methodologies
utilizing statutory interest rates; (4) reserves are reported
before reduction for reserve credits related to

                                    86

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


2.   BASIS OF FINANCIAL REPORTING (continued)

reinsurance ceded and a receivable is established, net of an allowance
for uncollectible amounts, for these credits rather than presented net
of these credits; (5) fixed maturity investments are designated as
"available for sale" and valued at fair value with unrealized
appreciation/depreciation, net of adjustments to value of
purchased insurance in force, deferred policy acquisition costs
and deferred income taxes (if applicable), credited/charged
directly to stockholder's equity rather than valued at amortized
cost; (6) the carrying value of fixed maturities is reduced to
fair value by a charge to realized losses in the Statements of
Operations when declines in carrying value are judged to be other
than temporary, rather than through the establishment of a formula-
determined statutory investment reserve (carried as a liability),
changes in which are charged directly to surplus; (7) deferred
income taxes are provided for the difference between the financial
statement and income tax bases of assets and liabilities; (8) net
realized gains or losses attributed to changes in the level of
interest rates in the market are recognized when the sale is
completed rather than deferred and amortized over the remaining
life of the fixed maturity security; (9) a liability is
established for anticipated guaranty fund assessments, net of
related anticipated premium tax credits, rather than capitalized
when assessed and amortized in accordance with procedures
permitted by insurance regulatory authorities; (10) revenues for
variable products consist of policy charges applicable to each
contract for the cost of insurance, policy administration charges,
amortization of policy initiation fees and surrender charges
assessed rather than premiums received; (11) the financial
statements of Golden American's wholly owned subsidiary are
consolidated rather than recorded at the equity in net assets;
(12) surplus notes are reported as liabilities rather than as
surplus; and (13) assets and liabilities are restated to fair
values when a change in ownership occurs, with provisions for
goodwill and other intangible assets, rather than continuing to be
presented at historical cost.

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

                                    87

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS

INVESTMENT RESULTS

Major categories of net investment income are summarized below:


<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
Fixed maturities.............     $35,224             $4,443       |     $18,488            $5,083       |     $4,507
Equity securities............          --                  3       |          --               103       |         --
Mortgage loans on                                                  |                                     |
 real estate.................       6,616                879       |       3,070               203       |         --
Policy loans.................         619                 59       |         482                78       |         73
Short-term                                                         |                                     |
 investments.................       1,311                129       |         443               441       |        341
Other, net...................         246               (154)      |          24                 2       |         22
Funds held in                                                      |                                     |
 escrow......................          --                 --       |          --                --       |        145
                                  -------             ------       |     -------            ------       |     ------
Gross investment                                                   |                                     |
 income......................      44,016              5,359       |      22,507             5,910       |      5,088
Less investment                                                    |                                     |
 expenses....................      (1,531)              (232)      |        (851)             (115)      |        (98)
                                  -------             ------       |     -------            ------       |     ------
Net investment                                                     |                                     |
 income......................     $42,485             $5,127       |     $21,656            $5,795       |     $4,990
                                  =======             ======       |     =======            ======       |     ======

</TABLE>

Realized gains (losses) on investments are as follows:


<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
Fixed maturities:                                                  |                                     |
 available for sale..........     $(1,428)            $25          |     $151               $42          |     $(420)
Mortgage loans...............         (63)            (10)         |       --                --          |        --
                                  -------             ---          |     ----               ---          |     -----
Realized gains (losses)                                            |                                     |
 on investments..............     $(1,491)            $15          |     $151               $42          |     $(420)
                                  =======             ===          |     ====               ===          |     =====
</TABLE>

                                    88

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)

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

<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
Fixed maturities:                                                  |                                     |
 Available for sale..........     $1,100              $(3,494)     |     $4,197             $2,497       |      $(3,045)
 Held for investment.........         --                   --      |         --                 --       |          (90)
Equity securities............     (2,390)                 (68)     |       (462)                (4)      |           (2)
                                  ------              -------      |     ------             ------       |      -------
Unrealized appreciation                                            |                                     |
 (depreciation) of                                                 |                                     |
 securities..................    $(1,290)             $(3,562)     |     $3,735             $2,493       |      $(3,137)
                                 =======              =======      |     ======             ======       |      =======
</TABLE>


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

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

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

</TABLE>

                                    89

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)

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

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


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


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


<TABLE>

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
<S>                                       <C>            <C>       <C>         <C>
POST-MERGER
For the year ended December 31, 1998:
Scheduled principal repayments,
 calls and tenders......................  $102,504       $ 60      $    (3)    $102,561
Sales...................................    43,204        518       (1,030)      42,692
                                          --------       ----      -------     --------
Total...................................  $145,708       $578      $(1,033)    $145,253
                                          ========       ====      =======     ========

For the period October 25, 1997 through
 December 31, 1997:
Scheduled principal repayments,
 calls and tenders.....................   $  6,708      $  2            --     $  6,710
Sales..................................      3,138        23            --        3,161
                                          --------      ----       -------     --------
Total..................................   $  9,846      $ 25            --     $  9,871
                                          ========      ====       =======     ========

</TABLE>

                                    90

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)


<TABLE>

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
<S>                                        <C>           <C>        <C>        <C>
POST- ACQUISITION
For the period January 1, 1997 through
 October 24, 1997:
Scheduled principal repayments,
 calls and tenders.....................    $25,419         --         --       $25,419
Sales..................................     14,052       $153       $ (2)       14,203
                                           -------       ----       ----       -------
Total..................................    $39,471       $153       $ (2)      $39,622
                                           =======       ====       ====       =======
For the period August 14, 1996 through
 December 31, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,612         --         --       $ 1,612
Sales.................................      45,799       $115       $(73)       45,841
                                           -------       ----       ----       -------
Total.................................     $47,411       $115       $(73)      $47,453
                                           =======       ====       ====       =======

PRE-ACQUISITION
For the period January 1, 1996 through
 August 13, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,801         --         --       $ 1,801
Sales.................................      53,710       $152      $(572)       53,290
                                           -------       ----      -----       -------
Total.................................     $55,511       $152      $(572)      $55,091
                                           =======       ====      =====       =======

</TABLE>

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

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

Investment Diversifications: The Companies' investment policies
related to the investment portfolio require diversification by
asset type, company and industry and set limits on the amount
which can be invested in an individual issuer. Such policies are
at least as restrictive as those set forth by regulatory
authorities. The following percentages relate to holdings at
December 31, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (26% in 1998, 30% in 1997),
conventional mortgage-backed securities (25% in 1998, 13% in
1997), financial companies (19% in 1998, 24% in 1997), other asset-
backed securities (11% in 1998) and various government bonds and
government or agency mortgage-backed securities (5% in 1998, 17%
in 1997). Mortgage loans on real estate have been analyzed

                                    91

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)


by geographical location with concentrations by state identified as
California (12% in 1998 and 1997), Utah (11% in 1998, 13% in 1997)
and Georgia (10% in 1998, 11% in 1997). There are no other
concentrations of mortgage loans in any state exceeding ten
percent at December 31, 1998 and 1997. Mortgage loans on real
estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (36% in 1998, 43% in
1997), industrial buildings (32% in 1998, 33% in 1997) and retail
facilities (20% in 1998, 15% in 1997).  Equity securities are not
significant to the Companies' overall investment portfolio.

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

4.   COMPREHENSIVE INCOME

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

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

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments," requires disclosure of estimated fair value of all
financial instruments, including both assets and liabilities
recognized and not recognized in a company's balance sheet, unless
specifically exempted. SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments,"
requires additional disclosures about derivative financial
instruments. Most of the Companies' investments, investment
contracts and debt fall within the standards' definition of a
financial instrument. Fair values for the Companies' insurance
contracts other than investment contracts are not required to be
disclosed. In cases where quoted market prices are not available,
estimated fair values are based on estimates using present value
or other valuation techniques. Those techniques are significantly
affected by the assumptions used, including the discount rate and
estimates of future cash flows. Accounting, actuarial and
regulatory bodies are continuing to study the methodologies to be
used in developing fair value information, particularly as it
relates to such things as liabilities for insurance contracts.
Accordingly, care should be exercised in deriving conclusions
about the Companies' business or financial condition based on the
information presented herein.

The Companies closely monitor the composition and yield of
invested assets, the duration and interest credited on insurance
liabilities and resulting interest spreads and timing of cash
flows. These amounts
                                    92

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

are taken into consideration in the Companies' overall management
of interest rate risk, which attempts to minimize exposure to changing
interest rates through the matching of investment cash flows with amounts
expected to be due under insurance contracts.  These assumptions may not
result in values consistent with those obtained through an actuarial
appraisal of the Companies' business or values that might arise in
a negotiated transaction.

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

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

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


</TABLE>


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

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

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

Mortgage Loans on Real Estate: Fair values are estimated by
discounting expected cash flows, using interest rates currently
offered for similar loans.

Policy Loans: Carrying values approximate the estimated fair value
for policy loans.

                                    93

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

Short-Term Investments and Cash and Cash Equivalents: Carrying
values reported in the Companies' historical cost basis balance
sheet approximate estimated fair value for these instruments due
to their short-term nature.

Separate Account Assets: Separate account assets are reported at
the quoted fair values of the individual securities in the
separate accounts.

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

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

Line Of Credit With Affiliate: Carrying value reported in the
Companies' historical cost basis balance sheet approximates
estimated fair value for this instrument.

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

6.   MERGER

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

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

                                    94

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


6.   Merger (continued)

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

An analysis of the VPIF asset is as follows:


                                                POST-MERGER
                                   -------------------------------------
                                                        For the period
                                      For the year     October 25, 1997
                                         ended              through
                                   December 31, 1998   December 31, 1997
                                   -----------------   -----------------
                                           (Dollars in thousands)

Beginning balance.................      $43,174              $44,297
                                        --------             --------
Imputed interest..................        2,802                1,004
Amortization......................       (7,753)              (1,952)
Changes in assumptions of
 timing of gross profits..........          227                   --
                                        --------             --------
Net amortization..................       (4,724)                (948)
Adjustment for unrealized gains
 on available for sale
 securities.......................          (28)                (175)
Adjustment for other receivables
 and merger costs.................       (2,445)                  --
                                        --------             --------
Ending balance....................      $35,977              $43,174
                                        =======              =======
Interest is imputed on the unamortized balance of VPIF at a rate
of 7.38% for the year ended December 31, 1998 and 7.03% for the
period October 25, 1997 through December 31, 1997. The
amortization of VPIF, net of imputed interest, is charged to
expense. VPIF decreased $2,664,000 in the second quarter of 1998
to adjust the value of other receivables at merger date and
increased $219,000 in the first quarter of 1998 as a result of an
adjustment to the merger costs. VPIF is adjusted for the
unrealized gains (losses) on available for sale securities; such
changes are included directly in stockholder's equity. Based on
current conditions and assumptions as to the impact of future
events on acquired policies in force, the expected approximate net
amortization relating to VPIF as of December 31, 1998 is
$4,300,000 in 1999, $4,000,000 in 2000, $3,900,000 in 2001,
$3,700,000 in 2002 and $3,300,000 in 2003. Actual amortization may
vary based upon changes in assumptions and experience.

7.   ACQUISITION

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

                                    95

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


7.   Acquisition (continued)

Golden American and DSI were transferred to Equitable, while the
remainder of its net assets were contributed to Golden American.
On December 30, 1997, EIC Variable, Inc. was dissolved.

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

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

An analysis of the VPIF asset is as follows:


<TABLE>

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

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

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


8.   INCOME TAXES

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

                                    96

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


8.   INCOME TAXES(continued)

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

INCOME TAX EXPENSE

Income tax expense (benefit) included in the consolidated
financial statements is as follows:


<TABLE>

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

</TABLE>

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

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

                                    97

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


8.   INCOME TAXES (continued)

DEFERRED INCOME TAXES

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


                                                  POST-MERGER
                                       ------------------------------------
                                       December 31, 1998  December 31, 1997
                                       -----------------  -----------------
                                              (Dollars in thousands)
Deferred tax assets:
 Net unrealized depreciation of
  securities at fair value..........     $    691                    --
 Future policy benefits.............       66,273               $27,399
 Deferred policy acquisition costs..           --                 4,558
 Goodwill...........................       16,323                17,620
 Net operating loss carryforwards...       17,821                 3,044
 Other..............................        1,272                 1,548
                                         --------               -------
                                          102,380                54,169


Deferred tax liabilities:
 Net unrealized appreciation of
  securities at fair value..........             --               (130)
 Fixed maturity securities..........         (1,034)            (1,665)
 Deferred policy acquisition costs..        (55,520)                --
 Mortgage loans on real estate......           (845)              (845)
 Value of purchased insurance in
  force.............................        (12,592)           (15,172)
 Other..............................           (912)              (127)
                                           --------           --------
                                            (70,903)           (17,939)
                                           --------           --------
Deferred income tax asset...........       $ 31,477           $ 36,230
                                           ========           ========

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

9.   RETIREMENT PLANS

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

                                    98

<PAGE>
<PAGE>

                       GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


9.   RETIREMENT PLANS (continued)


                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at January 1............   $  956          $192
Service cost...............................    1,138           682
Interest cost..............................       97            25
Actuarial loss.............................    2,266            57
Benefit payments...........................      (3)           --
                                              ------          ----
Benefit obligation at December 31..........   $4,454          $956
                                              ======          ====

                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
FUNDED STATUS
Funded status at December 31...............  $(4,454)        $(956)
Unrecognized net loss......................    2,266            --
                                             -------         -----
Net amount recognized......................  $(2,188)        $(956)
                                             =======         =====

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

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

                                                1998          1997
                                               ------        ------
DECEMBER 31
Discount rate................................   6.75%         7.25%
Expected return on plan assets...............   9.50          9.00
Rate of compensation increase................   4.00          5.00


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

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

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

                                    99

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


9.   RETIREMENT PLANS (continued)

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

10.  RELATED PARTY TRANSACTIONS

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

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

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

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

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

Golden American provides certain advisory, computer and other
resources and services to Equitable Life. Revenues for these
services, which reduced general expenses incurred by Golden
American, totaled $5,833,000 for the year ended December 31, 1998
($1,338,000 and $2,992,000 for the periods October 25,

                                    100

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

10.  RELATED PARTY TRANSACTIONS (continued)

1997 through December 31, 1997 and January 1, 1997 through October
24, 1997, respectively). No services were provided by Golden American
in 1996.

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

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

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

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

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

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

                                    101

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


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

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

11.  COMMITMENTS AND CONTINGENCIES

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

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

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

                                    102

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


11.  COMMITMENTS AND CONTINGENCIES (continued)

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The
accompanying financial statements are presented net of the effects
of the treaty which increased income by $1,022,000, $265,000,
$335,000, $10,000 and $56,000 for the year ended December 31, 1998
and for the periods October 25, 1997 through December 31, 1997,
January 1, 1997 through October 24, 1997, August 14, 1996 through
December 31, 1996 and January 1, 1996 through August 13, 1996,
respectively.

Guaranty Fund Assessments:  Assessments are levied against the
Companies by life and health guaranty associations in most states
in which the Companies are licensed to cover losses of
policyholders of insolvent or rehabilitated insurers. In some
states, these assessments can be partially recovered through a
reduction in future premium taxes. The Companies cannot predict
whether and to what extent legislative initiatives may affect the
right to offset. The associated cost for a particular insurance
company can vary significantly based upon its fixed account
premium volume by line of business and state premiums as well as
its potential for premium tax offset. The Companies have
established an undiscounted reserve to cover such assessments and
regularly reviews information regarding known failures and revises
its estimates of future guaranty fund assessments. Accordingly,
the Companies accrued and charged to expense an additional
$1,123,000 for the year ended December 31, 1998, $141,000 for the
period October 25, 1997 through December 31, 1997, $446,000 for
the period January 1, 1997 through October 24, 1997, $291,000 for
the period August 14, 1996 through December 31, 1996 and $480,000
for the period January 1, 1996 through August 13, 1996. At
December 31, 1998, the Companies have an undiscounted reserve of
$2,446,000 to cover estimated future assessments (net of related
anticipated premium tax credits) and has established an asset
totaling $586,000 for assessments paid which may be recoverable
through future premium tax offsets. The Companies believe this
reserve is sufficient to cover expected future guaranty fund
assessments, based upon previous premiums, and known insolvencies
at this time.

Litigation:  The Companies, like other insurance companies, may be
named or otherwise involved in lawsuits, including class action
lawsuits. In some class action and other lawsuits involving
insurers, substantial damages have been sought and/or material
settlement payments have been made. The Companies currently
believe no pending or threatened lawsuits exist that are
reasonably likely to have a material adverse impact on the
Companies.

Vulnerability from Concentrations:  The Companies have various
concentrations in its investment portfolio (see Note 3 for further
information). The Companies' asset growth, net investment income
and cash flow are primarily generated from the sale of variable
products and associated future policy benefits and separate
account liabilities. Substantial changes in tax laws that would
make these products less attractive to consumers and extreme
fluctuations in interest rates or stock market returns which may
result in higher lapse experience than assumed could cause a
severe impact to the Companies' financial condition. Two
broker/dealers generated 27% of the Companies' sales (53% by two
broker/dealers during 1997).

Leases:  The Companies lease their home office space, certain
other equipment and capitalized computer software under operating
leases which expire through 2018. During the year ended December
31, 1998 and for the periods October 25, 1997 through December 31,
1997, January 1, 1997 through October 24, 1997, August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996, rent expense totaled $1,241,000, $39,000, $331,000, $147,000
and $247,000, respectively. At December 31, 1998, minimum rental
payments due under all non-cancelable operating leases with
initial terms of one

                                    103

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

11.  COMMITMENTS AND CONTINGENCIES (continued)

year or more are: 1999 - $1,528,000; 2000 - $1,429,000; 2001 - $1,240,000;
2002 - $1,007,000; 2003 - $991,000 and 2004 and thereafter - $5,363,000.

Revolving Note Payable:  To enhance short-term liquidity, the
Companies have established a revolving note payable effective July
27, 1998 and expiring July 31, 1999 with SunTrust Bank, Atlanta
(the "Bank"). The note was approved by the Boards of Directors of
Golden American and First Golden on August 5, 1998 and September
29, 1998, respectively. The total amount the Companies may have
outstanding is $85,000,000, of which Golden American and First
Golden have individual credit sublimits of $75,000,000 and
$10,000,000, respectively. The note accrues interest at an annual
rate equal to: (1) the cost of funds for the Bank for the period
applicable for the advance plus 0.25% or (2) a rate quoted by the
Bank to the Companies for the advance. The terms of the agreement
require the Companies to maintain the minimum level of Company
Action Level Risk Based Capital as established by applicable state
law or regulation. During the year ended December 31, 1998, the
Companies incurred interest expense of $352,000. At December 31,
1998, the Companies did not have any borrowings under this
agreement.

                                    104


<PAGE>
<PAGE>

                   STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS
      ITEM                                                PAGE
      Introduction                                           1
      Description of Golden American Life Insurance Company  1
      Safekeeping of Assets                                  1
      The Administrator                                      1
      Independent Auditors                                   1
      Distribution of Contracts                              1
      Performance Information                                2
      IRA Withdrawal Option                                  7
      Other Information                                      7
      Financial Statements of Separate Account B             7
      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 THIS
PROSPECTUS.  SEND THE FORM TO OUR CUSTOMER SERVICE CENTER AT THE ADDRESS
SHOWN ON THE PROSPECTUS COVER.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

               __________________________________________________
               NAME

               __________________________________________________
               SOCIAL SECURITY NUMBER

               __________________________________________________
               STREET ADDRESS

               __________________________________________________
               CITY, STATE, ZIP


105119  (02/00)
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _



<PAGE>
<PAGE>



                   This page intentionally left blank.




<PAGE>
<PAGE>


                               APPENDIX A
                     CONDENSED FINANCIAL INFORMATION

Except for the Equity, Growth and Income, Small Company Growth, Asset
Allocation, High Quality Bond, Investors, Large Cap Value, All Cap and
Managed Global subaccounts which commenced operations as of the date of
this prospectus (or soon after), the following tables give (1) the
accumulation unit value ("AUV"), (2) the total number of accumulation
units, and (3) the total accumulation unit value, for each subaccount of
Golden American Separate Account B available under the Contract for the
indicated periods.  The date on which the subaccount became available to
investors and the starting accumulation unit value are indicated on the
last row of each table.  The Equity, Growth and Income, Small Company
Growth, Asset Allocation and High Quality Bond subaccounts have starting
accumulation unit values of $10.00.


LIQUID ASSET
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.33            1,185,641      $   16,985       |
| 1997       13.83              131,429           1,818       |
| 10/1/97    13.71                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.11              839,093       $  11,842       |
        | 1997       13.65               61,012             846       |
        | 10/1/97    13.53                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.88            2,967,968      $   41,195       |
                | 1997       13.44              298,288           4,009       |
                | 10/1/97    13.33                   --              --       |
                |-------------------------------------------------------------|


LIMITED MATURITY BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.77              633,316       $  10,620       |
| 1997       15.91               16,839             268       |
| 10/1/97    15.72                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.52              334,521        $  5,526       |
        | 1997       15.70               10,105             159       |
        | 10/1/97    15.52                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.25              910,113       $  14,787       |
                | 1997       15.47               12,557             195       |
                | 10/1/97    15.29                   --              --       |
                |-------------------------------------------------------------|


GLOBAL FIXED INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  13.09              187,670        $  2,456       |
| 1997       11.87                3,418              41       |
| 10/1/97    11.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $13.00               80,199          $1,043       |
        | 1997       11.81                  310               4       |
        | 10/1/97    11.93                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $12.92              180,373        $  2,330       |
                | 1997       11.75                6,455              76       |
                | 10/1/97    11.87                   --              --       |
                |-------------------------------------------------------------|


                                     A1

<PAGE>
<PAGE>

TOTAL RETURN
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.72            1,708,118       $  30,264       |
| 1997       16.10               54,291             874       |
| 10/1/97    16.10                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $17.60            1,404,222       $  24,713       |
        | 1997       16.02               25,888             415       |
        | 10/1/97    15.75                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $17.49            3,742,869       $  65,449       |
                | 1997       15.94              147,659           2,354       |
                | 10/1/97    15.68                   --              --       |
                |-------------------------------------------------------------|


EQUITY INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.94              257,646        $  5,652       |
| 1997       20.55               26,372             542       |
| 10/1/97    20.55                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.61              207,605        $  4,486       |
        | 1997       20.28               13,243             269       |
        | 10/1/97    20.29                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.26              713,431       $  15,164       |
                | 1997       19.97               35,002             699       |
                | 10/1/97    19.99                   --              --       |
                |-------------------------------------------------------------|


FULLY MANAGED
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  20.53              593,655       $  12,189       |
| 1997       19.66               36,852             725       |
| 10/1/97     9.49                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $20.23              512,203       $  10,361       |
        | 1997       19.40               28,440             552       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $19.90            1,673,484       $  33,294       |
                | 1997       19.11              108,003           2,064       |
                | 10/1/97    18.96                   --              --       |
                |-------------------------------------------------------------|


RISING DIVIDENDS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.61            1,802,632       $  40,757       |
| 1997       20.09               50,068           1,006       |
| 10/1/97    19.30                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.43            1,454,269       $  32,624       |
        | 1997       19.96               34,332             685       |
        | 10/1/97    19.19                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.22            4,169,562       $  92,659       |
                | 1997       19.81              169,648           3,360       |
                | 10/1/97    19.05                   --              --       |
                |-------------------------------------------------------------|


                                     A2

<PAGE>
<PAGE>

CAPITAL GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.01            1,393,674       $  23,707       |
| 1997       15.41              101,866           1,569       |
| 10/1/97    15.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.94            1,251,474       $  21,197       |
        | 1997       15.36              160,843           2,471       |
        | 10/1/97    15.95                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.87            2,660,020       $  44,867       |
                | 1997       15.32              246,159           3,772       |
                | 10/1/97    15.92                   --              --       |
                |-------------------------------------------------------------|


GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.29            1,521,473       $  24,792       |
| 1997       13.03               97,853           1,275       |
| 10/1/97    15.18                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.22              797,510       $  12,940       |
        | 1997       12.99               34,329             446       |
        | 10/1/97    15.14                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.16            2,265,343       $  36,602       |
                | 1997       12.96              226,700           2,938       |
                | 10/1/97    15.10                   --              --       |
                |-------------------------------------------------------------|


VALUE EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  18.31              491,538        $  8,998       |
| 1997       18.28               28,327             518       |
| 10/1/97    18.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $18.20              470,129        $  8,556       |
        | 1997       18.20               40,454             736       |
        | 10/1/97    18.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $18.06            1,161,575       $  20,974       |
                | 1997       18.09              117,054           2,117       |
                | 10/1/97    18.67                   --              --       |
                |-------------------------------------------------------------|


RESEARCH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.89            1,882,609       $  43,093       |
| 1997       18.87               58,635           1,106       |
| 10/1/97    19.33                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.73            1,664,084       $  37,830       |
        | 1997       18.77               29,908             561       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.59            3,540,785       $  79,977       |
                | 1997       18.67              154,878           2,892       |
                | 10/1/97    19.15                   --              --       |
                |-------------------------------------------------------------|


                                     A3

<PAGE>
<PAGE>

STRATEGIC EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.23              291,183       $   4,143       |
| 1997       14.31               13,199             189       |
| 10/1/97    14.14                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.16              162,917        $  2,307       |
        | 1997       14.26               15,985             228       |
        | 10/1/97    14.10                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $14.07              748,842       $  10,538       |
                | 1997       14.20               49,579             704       |
                | 10/1/97    14.04                   --              --       |
                |-------------------------------------------------------------|


CAPITAL APPRECIATION
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  24.50              552,738       $  13,542       |
| 1997       22.05               12,122             267       |
| 10/1/97    21.95                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $24.26              436,641        $ 10,591       |
        | 1997       21.87               20,531             449       |
        | 10/1/97    21.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $23.98              999,496       $  23,892       |
                | 1997       21.65               66,918           1,449       |
                | 10/1/97    21.57                   --              --       |
                |-------------------------------------------------------------|


MID-CAP GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.43              871,756       $  19,550       |
| 1997       18.52               35,953             666       |
| 10/1/97    18.94                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.31              523,815       $  11,688       |
        | 1997       18.45               13,732             253       |
        | 10/1/97    18.88                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.17            1,207,879       $  26,779       |
                | 1997       18.36               48,168             885       |
                | 10/1/97    18.79                   --              --       |
                |-------------------------------------------------------------|


SMALL CAP
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  15.37            1,029,412       $  15,820       |
| 1997       12.88               58,584             755       |
| 10/1/97    13.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $15.30              594,716        $  9,098       |
        | 1997       12.84               20,111             258       |
        | 10/1/97    13.82                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $15.23            1,273,236       $  19,390       |
                | 1997       12.81               99,963           1,280       |
                | 10/1/97    13.78                   --              --       |
                |-------------------------------------------------------------|


                                     A4

<PAGE>
<PAGE>

REAL ESTATE
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.74              196,372        $  4,270       |
| 1997       25.48               10,718             273       |
| 10/1/97    25.25                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.42              112,984        $  2,420       |
        | 1997       25.14                8,060             203       |
        | 10/1/97    24.92                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.07              408,418        $  8,604       |
                | 1997       24.76               44,523           1,102       |
                | 10/1/97    24.56                   --              --       |
                |-------------------------------------------------------------|


HARD ASSETS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.28               50,015         $   714       |
| 1997       20.57                4,291              88       |
| 10/1/97    24.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.07               33,342         $   469       |
        | 1997       20.29                4,830              98       |
        | 10/1/97    23.68                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.84              205,654        $  2,846       |
                | 1997       19.99               10,671             213       |
                | 10/1/97    23.34                   --              --       |
                |-------------------------------------------------------------|


DEVELOPING WORLD
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $ 7.28              131,499         $   958       |
| 2/19/98    10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $ 7.27               31,253         $   227       |
        | 2/19/98    10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $ 7.26              111,256         $   808       |
                | 2/19/98       --                   --              --       |
                |-------------------------------------------------------------|


PIMCO HIGH YIELD BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $10.08              872,132        $  8,791       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.07              424,746        $  4,277       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.06            1,487,999       $  14,969       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|


                                     A5

<PAGE>
<PAGE>

PIMCO STOCKSPLUS GROWTH AND INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $11.11              883,763        $  9,820       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $11.10              467,386        $  5,188       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $11.09            1,878,277       $  20,828       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|


INTERNATIONAL EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  10.29            1,067,090       $  10,979       |
| 1997        9.90               38,652             383       |
| 10/1/97    11.57                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.32              680,862        $  7,025       |
        | 1997        9.95               36,098             359       |
        | 10/1/97    11.62                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.27            1,736,702       $  17,844       |
                | 1997        9.92               72,955             724       |
                | 10/1/97    11.60                   --              --       |
                |-------------------------------------------------------------|





                                     A6

<PAGE>
<PAGE>



                  MARKET VALUE ADJUSTMENT EXAMPLES

`EXAMPLE #1: FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is requested
3 years into the guaranteed interest period; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 8%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $11,535

   Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $112,695 ( $124,230 - $11,535 ).

EXAMPLE #2: FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is requested
3 years into the guaranteed interest period; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^  2,555 / 365  - 1 ) = $4,141

   Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $124,230 ( $124,230 + $4,141 ).

EXAMPLE #3: WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a withdrawal of $112,695 is
requested 3 years into the guaranteed interest period; that the
then Index Rate ("J") for a 7 year guaranteed interest period is 8%;
and that no prior transfers or withdrawals affecting this Fixed
Interest Allocation have been made.

                                  B1

<PAGE>
<PAGE>

   First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

   1. The contract value of the Fixed Interest Allocation on the date of
      withdrawal is $248,459
      ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      ( $112,695 / ( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $124,230

   Then calculate the Market Value Adjustment on that amount.

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $11,535

   Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $112,695 as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $112,695, and also reduced by the Market
Value Adjustment of $11,535, for a total reduction in the Fixed Interest
Allocation of $124,230.

EXAMPLE #4: WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate of 7%; that a withdrawal of $128,371 requested 3
years into the guaranteed interest period; that the then Index Rate ("J")
for a 7 year guaranteed interest period is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

   First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

   1. The contract value of Fixed Interest Allocation on the date of
      surrender is $248,459 ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      ( $128,371 / ( 1.07 / 1.0650 ) ^  2,555 / 365 ) = $124,230

   Then calculate the Market Value Adjustment on that amount

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^  2,555 / 365  - 1 ) = $4,141

   Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $128,371, as requested. The Fixed Interest Allocation will be
reduced by the amount of the withdrawal, $128,371, but increased by the Market
Value Adjustment of $4,141, for a total reduction in the Fixed Interest
Allocation of $124,230.

                                  B2

<PAGE>
<PAGE>


                               APPENDIX C

             SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE


The following assumes you made an initial premium payment of $10,000 and
additional premium payments of $10,000 in each of the second and third
contract years, for total premium payments under the Contract of $30,000.
It also assumes a withdrawal at the beginning of the fifth contract year
of 15% of the contract value of $35,000.

In this example, $3,500 ($35,000 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 $5,250 ($35,000 x .15).
Therefore, $1,750 ($5,250 - $3,500) is considered an excess withdrawal of
a part of the initial premium payment of $10,000 and would be subject to
a 7% surrender charge of $122.50 ($1,750 x .07).  This example does not
take into account any Market Value Adjustment or deduction of any premium
taxes.

                                  C1

<PAGE>
<PAGE>


                         ING VARIABLE ANNUITIES


                 GOLDEN AMERICAN LIFE INSURANCE COMPANY
 Golden American Life Insurance Company is a stock company domiciled in
                                Delaware

105119  02/00


<PAGE>
<PAGE>
                                FORM TWO
                               VERSION A

<PAGE>
<PAGE>

                      PROFILE AND PROSPECTUS OF
                     GOLDENSELECT PREMIUM PLUS-DB/R/



<PAGE>
<PAGE>

ING VARIABLE ANNUITIES
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY


                               PROFILE OF
                      GOLDENSELECT PREMIUM PLUS/R/
                   FIXED AND VARIABLE ANNUITY CONTRACT
                           FEBRUARY 1, 2000


This Profile is a summary of some of the more important points that you
should know and consider before purchasing the Contract.  The Contract is
more fully described in the full prospectus which accompanies this
Profile.  Please read the prospectus carefully.


1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and Golden American Life
Insurance Company.  The Contract features a minimum 4% credit to each
premium you pay.  The Contract provides a means for you to invest on a
tax-deferred basis in (i) one or more of 25 mutual fund investment
portfolios through our Separate Account B and/or (ii) in a fixed account
of Golden American with guaranteed interest periods.  The 25 mutual fund
portfolios are listed on page 3 below.  We currently offer guaranteed
interest periods of 6 months, 1, 3, 5, 7 and 10 years in the fixed
account.  We set the interest rates in the fixed account (which will
never be less than 3%) periodically.  We may credit a different interest
rate for each interest period.  The interest you earn in the fixed
account as well as your principal is guaranteed by Golden American as
long as you do not take your money out before the maturity date for the
applicable interest period.  If you withdraw your money from the fixed
account more than 30 days before the applicable maturity date, we will
apply a market value adjustment.  A market value adjustment could
increase or decrease your contract value and/or the amount you take out.
Generally, the investment portfolios are designed to offer a better
return than the fixed account.  However, this is NOT guaranteed.  You may
not make any money, and you can even lose the money you invest.

Subject to state availability, you may elect one of three optional riders
offering specified benefits featured in the prospectus for the Contract. The
three optional benefit riders are listed on page [10] below.  The optional
benefit riders can provide protection in the event that unfavorable investment
performance has lowered your contract value below certain targeted growth.
These riders do not guarantee the performance of your investment portfolios.
Separate charges are assessed for the optional riders.  You should carefully
analyze and completely evaluate each rider before you purchase any.  Be aware
that the benefit provided by any of the riders will be affected by certain
later actions you may take - such as withdrawals and transfers.  The riders
are not available to Contracts issued before January 1, 2000.  To find out
about availability, check with our Customer Service Center.

The Contract, like all deferred variable annuity contracts, has two
phases: the accumulation phase and the income phase.  The accumulation
phase is the period between the contract date and the date on which you
start receiving the annuity payments under your Contract.  The amounts
you accumulate during the accumulation phase will determine the amount
of annuity payments you will receive.  The income phase

                                                        PREMIUM PLUS PROFILE
                                                        PROSPECTUS BEGINS AFTER
                                                        PAGE [9] OF THIS PROFILE


<PAGE>
<PAGE>

begins on the annuity start date, which is the date you start receiving
regular annuity payments from your Contract.

You determine (1) the amount and frequency of premium payments, (2) 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:

                             ANNUITY OPTIONS

Option 1   Income for a  Payments are made for a specified number of
           fixed period  years to you or your beneficiary.
Option 2   Income for    Payments are made for the rest of your life
           life with a   or longer for a specified period such as 10
           period        or 20 years or until the total amount used to
           certain       buy this option has been repaid. This option
                         comes with an added guarantee that payments
                         will continue to your beneficiary for the
                         remainder of such period if you should die
                         during the period.
Option 3   Joint life    Payments are made for your life and the life
           income        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.  If variable and subject to the
Investment Company Act of 1940, it will comply with the requirements of
such Act.  Once you elect an annuity option and begin to receive payments,
it cannot be changed.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or more
($1,500 for a qualified Contract) up to and including age 85.  You may
make additional payments of $500 or more ($250 for a qualified Contract)
at any time before you turn 85 during the accumulation phase.  Under
certain circumstances, we may waive the minimum initial and additional
premium payment requirement.  Any initial or additional premium payment
that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.  Each time you
make a premium payment, we will add a credit of at least 4% of each
premium payment to your contract value.  Within 1 year
after any credit is added, it may be deducted from your contract
value under certain circumstances which are described in the prospectus
for the Contract.  After 1 year, a credit added to your contract value
becomes permanent.

Who may purchase this Contract?  The Contract may be purchased by
individuals as part of a personal retirement plan (a "non-qualified
Contract"), or as a Contract that qualifies for special tax treatment
when purchased as either an Individual Retirement Annuity (IRA) or in
connection with a qualified retirement plan (each a "qualified
Contract").

The Contract is designed for people seeking long-term tax-deferred
accumulation of assets, generally for retirement or other long-term
purposes.  The tax-deferred feature is more attractive to people in high
federal

                                                        PREMIUM PLUS PROFILE
                                   2

<PAGE>
<PAGE>

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, and the credit we add, into (1) the fixed
account with guaranteed interest periods of 6 months, and 1, 3, 5, 7 and
10 years, and/or (2) into any one or more of the following 25 mutual fund
investment portfolios through our Separate Account B.  The investment
portfolios are described in the prospectuses for the GCG Trust, the PIMCO
Variable Insurance Trust and the Warburg Pincus Trust.  Keep in mind that
while an investment in the fixed account earns a fixed interest rate, an
investment in any investment portfolio, depending on market conditions,
may cause you to make or lose money.  The investment portfolios available
under your Contract are:

<TABLE>
<C>                                 <C>                           <C>
THE GCG TRUST
    Liquid Asset Series             Rising Dividends Series       Mid-Cap Growth Series
    Limited Maturity Bond Series    Capital Growth Series         Strategic Equity Series
    Global Fixed Income Series      Growth Series                 Small Cap Series
    Total Return Series             Value Equity Series           Real Estate Series
    Fully Managed Series            Research Series               Hard Assets Series
    Equity Income Series            Managed Global Series         Developing World Series
    Investors Series                All Cap Series
    Large Cap Value Series          Capital Appreciation Series

THE PIMCO TRUST
    PIMCO High Yield Bond Portfolio
    PIMCO StocksPLUS Growth and Income Portfolio

THE WARBURG PINCUS TRUST
    International Equity Portfolio
</TABLE>

5.   EXPENSES
The Contract has insurance features and investment features, and there
are charges related to each.  For the insurance features, the Company
deducts a mortality and expense risk charge, an asset-based
administrative charge and an annual contract administrative charge of
$40.  We deduct the mortality and expense risk charge and the asset-based
administrative charges daily directly from your contract value in the
investment portfolios.  The mortality and expense risk charge (depending
on the death benefit you choose) and the asset-based administrative
charge, on an annual basis, are as follows:

<TABLE>
                                         STANDARD                 ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET  7% SOLUTION      MAX 7
    <S>                                   <C>                <C>           <C>           <C>
    Mortality & Expense Risk Charge       1.30%              1.45%         1.65%         1.75%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%         0.15%
                                          -----              -----         -----         -----
       Total                              1.45%              1.60%         1.80%         1.90%
</TABLE>

If you choose to purchase one of the optional benefit riders we offer, we
will deduct a separate quarterly charge for the rider on each quarterly
contract anniversary and pro rata when the rider terminates.  We deduct the
rider charges directly from your contract value in the investment portfolios;
if the value in the investment portfolios is insufficient, rider charges
will be deducted from the fixed account. The rider charges are as follows:

                                                        PREMIUM PLUS PROFILE
                                   3

<PAGE>
<PAGE>

  OPTIONAL BENEFIT RIDER CHARGES

  Minimum Guaranteed Accumulation Benefit (MGAB) rider
       Waiting Period           Quarterly Charge
       --------------           ----------------
       10 Year..................0.125% of the MGAB Charge Base*(0.50% annually)
       20 Year..................0.125% of the MGAB Charge Base (0.50% annually)

  Minimum Guaranteed Income Benefit (MGIB) rider
       MGIB Base Rate           Quarterly Charge
       --------------           ----------------
       0% ......................0.05%  of the MGIB Base*  (0.20% annually)
       3%.......................0.08%  of the MGIB Base   (0.32% annually)
       5%.......................0.10%  of the MGIB Base   (0.40% annually)
       6%.......................0.15%  of the MGIB Base   (0.60% annually)
       7%.......................0.125% of the MGIB Base   (0.50% annually)

  Minimum Guaranteed Withdrawal Benefit (MGWB) rider
        Quarterly Charge
        ----------------
        0.125% of the MGWB Eligible Payment Amount* (0.50% annually)

*See prospectus for a description.

Each investment portfolio has charges for investment management fees and
other expenses.  These charges, which vary by investment portfolio,
currently range from 0.59% to 1.83% annually (see following table) of the
portfolio's average daily net asset balance.

If you withdraw money from your Contract, or if you begin receiving
annuity payments, we may deduct a premium tax of 0%-3.5% to pay to your
state.

We deduct a surrender charge if you surrender your Contract or withdraw
an amount exceeding the free withdrawal amount.  The free withdrawal
amount in any year is 10% of your contract value on the date of the
withdrawal less any prior withdrawals during that 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 withdrawn.

  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8   9+
    SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

                                                        PREMIUM PLUS PROFILE
                                   4

<PAGE>
<PAGE>

The following table is designed to help you understand the Contract charges.
The "Total Annual Insurance Charges" column is divided into two: one part
reflects the maximum mortality and expense risk charge, the asset-based
administrative charge, the annual contract administrative charge as 0.05%
(based on an average contract value of $80,000), and the highest optional
rider charge as 0.75% in most cases, assuming the rider base is equal to
the initial premium and the rider base increases by 7% each year. (Note,
however, for the Liquid Asset and Limited Maturity Bond portfolios, the rider
charge is equal to 0.50% because the base for the rider accumulates at the
assumed net rate, not 7%.)  The second part reflects the same insurance
charges, but without any rider charges. The "Total Annual Investment Portfolio
Charges" column reflects the portfolio charges for each portfolio and are
based on actual expenses as of December 31, 1998, except for (i) portfolios
that commenced operations during 1998 where the charges have been estimated,
and (ii) newly formed portfolios where the charges have been estimated.  The
column "Total Annual Charges" reflects the sum of the previous two columns.
The columns under the heading "Examples" show you how much you would pay under
the Contract for a 1-year period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples assume
that you invested $1,000 and received a $40 credit 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
Max 7 Enhanced Death Benefit.  For these examples, the premium tax
is assumed to be 0%.

                                                        PREMIUM PLUS PROFILE
                                   5

<PAGE>
<PAGE>

<TABLE>
<CAPTION>                                                                           Examples:
                          Total Annual                 Total Annual       Total Charges at the end of:
                        Insurance Charges                Charges            1 Year           10 Years
                        -----------------             -------------     --------------    --------------
                        w/the     w/o     Total       w/the    w/o      w/the    w/o      w/the    w/o
                        Highest   any     Investment  Highest  any      Highest  any      Highest  any
                        Rider     Rider   Portfolio   Rider    Rider    Rider    Rider    Rider    Rider
Investment Portfolio    Charge    Charge  Charges     Charge   Charge   Charge   Charge   Charge   Charge
--------------------    ------    ------  ----------  ------   ------   ------   ------   ------   ------
<S>                     <C>       <C>     <C>         <C>      <C>      <C>      <C>      <C>      <C>
THE GCG TRUST
Liquid Asset            2.75%     1.95%   0.59%       3.34%    2.54%    $115     $107     $383     $299
Limited Maturity Bond   2.75%     1.95%   0.60%       3.35%    2.55%    $115     $107     $384     $300
Global Fixed Income     3.13%     1.95%   1.60%       4.73%    3.55%    $129     $117     $499     $397
Total Return            3.13%     1.95%   0.97%       4.10%    2.92%    $123     $111     $446     $337
Investors               3.13%     1.95%   1.01%       4.14%    2.96%    $123     $111     $450     $341
Equity Income           3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Fully Managed           3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Rising Dividends        3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Large Cap Value         3.13%     1.95%   1.01%       4.14%    2.96%    $123     $111     $450     $341
Capital Growth          3.13%     1.95%   1.08%       4.21%    3.03%    $124     $112     $456     $348
Growth                  3.13%     1.95%   1.09%       4.22%    3.04%    $124     $112     $456     $349
Value Equity            3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Research                3.13%     1.95%   0.94%       4.07%    2.89%    $123     $110     $443     $334
Mid-Cap Growth          3.13%     1.95%   0.95%       4.08%    2.90%    $123     $110     $444     $335
Strategic Equity        3.13%     1.95%   0.99%       4.12%    2.94%    $123     $111     $448     $339
Capital Appreciation    3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
All Cap                 3.13%     1.95%   1.01%       4.14%    2.96%    $123     $111     $450     $341
Small Cap               3.13%     1.95%   0.99%       4.12%    2.94%    $123     $111     $448     $339
Real Estate             3.13%     1.95%   0.99%       4.12%    2.94%    $123     $111     $448     $339
Hard Assets             3.13%     1.95%   1.00%       4.13%    2.95%    $123     $111     $449     $340
Managed Global          3.13%     1.95%   1.26%       4.39%    3.21%    $126     $114     $471     $365
Developing World        3.13%     1.95%   1.83%       4.96%    3.78%    $132     $120     $517     $418

THE PIMCO TRUST
PIMCO High Yield Bond   3.13%     1.95%   0.75%       3.88%    2.70%    $121     $108     $427     $315
PIMCO StocksPLUS
  Growth and Income     3.13%     1.95%   0.65%       3.78%    2.60%    $120     $107     $418     $305

THE WARBURG PINCUS TRUST
International Equity    3.13%     1.95%   1.33%       4.46%    3.28%    $127     $114     $477     $372

</TABLE>

The "Total Annual Investment Portfolio Charges" column above reflects
current expense reimbursements for applicable investment portfolios.  The
1 Year examples above include an 8% surrender charge.  For more detailed
information, see "Fees and Expenses" in the prospectus for the Contract.

6.   TAXES
Under a qualified Contract, your premiums are generally pre-tax
contributions and accumulate on a tax-deferred basis.  Premiums and
earnings are generally taxed as income when you make a withdrawal or
begin receiving annuity payments, presumably when you are in a lower tax
bracket.

                                                        PREMIUM PLUS PROFILE
                                   6

<PAGE>
<PAGE>

Under a non-qualified Contract, premiums are paid with after-tax dollars,
and any earnings will accumulate tax-deferred.  You will be taxed on
these earnings, but not on premiums, when you withdraw them from the
Contract.

For owners of most qualified Contracts, when you reach age 70 1/2 (or, in
some cases, retire), you will be required by federal tax laws to begin
receiving payments from your annuity or risk paying a penalty tax.  In
those cases, we can calculate and pay you the minimum required distribution
amounts at your request.

If you are younger than 59 1/2 when you take money out, in most cases,
you will be charged a 10% federal penalty tax on the taxable earnings
withdrawn.

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase.
You may elect in advance to take systematic withdrawals which are
described on page [12].  Withdrawals above the free withdrawal amount may be
subject to a surrender charge.  We will apply a market value adjustment
if you withdraw your money from the fixed account more than 30 days
before the applicable maturity date.  Income taxes and a penalty tax may
apply to amounts withdrawn.

8.   PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose.  The following chart shows
average annual total return for each portfolio that was in operation for
the entire year of 1998.  These numbers reflect the deduction of the
mortality and expense risk charge (based on the Max 7 Enhanced
Death Benefit), the asset-based administrative charge, the annual
contract fee and the maximum optional benefit rider charge on a rider
base that accumulates at 7%, but do not reflect deductions for any
surrender charges, if any.  If surrender charges were reflected,
they would have the effect of reducing performance.  Please keep
in mind that past performance is not a guarantee of future results.

                                                        PREMIUM PLUS PROFILE
                                   7

<PAGE>
<PAGE>

                                                        CALENDAR YEAR
     INVESTMENT PORTFOLIO                                   1998
     Managed by A I M  Capital Management, Inc.
       Capital Appreciation(1)
       Strategic Equity(2)
     Managed by Alliance Capital Management L.P.
       Capital Growth(2)
     Managed by Baring International Investment Limited
       Developing World(2)
       Global Fixed Income
       Hard Assets(2)
     Managed by Capital Guardian Trust Company
       Large Cap Value
       Managed Global(3)
       Small Cap(3)
     Managed by Eagle Asset Management, Inc.
       Value Equity
     Managed by EII Realty Securities, Inc.
       Real Estate
     Managed by ING Investment Management, LLC
       Limited Maturity Bond
       Liquid Asset
     Managed by Janus Capital Corporation
       Growth(2)
     Managed by Kayne Anderson Investment Management, LLC
       Rising Dividends
     Managed by Massachusetts Financial Services Company
       Mid-Cap Growth
       Research
       Total Return
     Managed by T. Rowe Price Associates, Inc.
       Equity Income(2)
       Fully Managed
     Managed by Salomon Brothers Asset Management,Inc.
       All Cap
       Investors
     Managed by Pacific Investment Management Company
       PIMCO High Yield Bond
       PIMCO StocksPlus Growth and Income
     Managed by Credit Suisse Asset Management, LLC
       International Equity
     _________________

     (1)  Prior to April 1, 1999, a different firm managed the Portfolio.
     (2)  Prior to March 1, 1999, a different firm managed the Portfolio.
     (3)  Prior to February 1, 2000, a different firm managed the Portfolio.

9.   DEATH BENEFIT
You may choose (i) the Standard Death Benefit, (ii) the 7% Solution
Enhanced Death Benefit, (iii) the Annual Ratchet Enhanced Death Benefit
or (iv) the Max 7 Enhanced Death Benefit.  The 7% Solution Enhanced
Death Benefit, the Annual Ratchet Enhanced Death Benefit and the
Max 7 Death Benefit are available only if the contract owner or the
annuitant (if the contract owner is not an individual) is not more than
79 years old at the time of purchase. The 7% Solution, Annual Ratchet and
Max 7 Enhanced Death Benefits may not be available where a Contract
is held by joint owners.

The death benefit is payable when the first of the following persons die:
the contract owner, joint owner, or annuitant (if a contract owner is not
an individual).  Assuming you are the contract owner, if you die during
the accumulation phase, your beneficiary will receive a death benefit
unless the beneficiary is your surviving spouse and elects to continue
the Contract.  The death benefit paid depends on the death benefit

                                                        PREMIUM PLUS PROFILE
                                   8

<PAGE>
<PAGE>

you have chosen.  The death benefit value is calculated at the close of
the business day on which we receive written notice and due proof of death,
as well as required claim forms, at our Customer Service Center.  If your
beneficiary elects to delay receipt of the death benefit until a date
after the time of your death, the amount of the benefit payable in the
future may be affected.  If you die after the annuity start date and you
are the annuitant, your beneficiary will receive the death benefit you
chose under the annuity option then in effect.

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

Under the STANDARD DEATH BENEFIT, if you die before the annuity start
date, your beneficiary will receive the greatest of:

     1)   the contract value minus any credits added within 1 year prior
          to death;

     2)   the total premium payments made under the Contract
          reduced by a prorata adjustment for any withdrawal;

     3)   the cash surrender value; or

     4)   the total premium payments plus credits made under the Contract
          reduced by a prorata adjustment for any withdrawals, minus any
          credits added within 1 year prior to death.

Under the 7% SOLUTION ENHANCED DEATH BENEFIT, if you die before the
annuity start date, your beneficiary will receive the greatest of:

     1)   the contract value minus any credits added within 1 year prior
          to death;

     2)   the total premium payments made under the Contract reduced by a
          prorata adjustment for any withdrawals;

     3)   the cash surrender value; or

     4)   the enhanced death benefit minus any credits added within 1
          year prior to death, which we determine as follows: we credit
          interest each business day at the 7% annual effective rate to the
          enhanced death benefit from the preceding day (which would be the
          initial premium and the credit added if the preceding day is the
          contract date), then we add additional premiums paid and credits
          added since the preceding day, then we adjust for any withdrawals
          (including any market value adjustment applied to such withdrawal
          and any associated surrender charges) since the preceding day.
          Special withdrawals are withdrawals of up to 7% per year of
          cumulative premiums and premium credits.  Special withdrawals shall
          reduce the 7% Solution Benefit by the amount of contract value
          withdrawn.  For any withdrawals in excess of the amount available
          as a special withdrawal, a prorata adjustment to the death benefit
          is made. The maximum enhanced death benefit is 3 times all premium
          payments and credits added, adjusted to reflect withdrawals.
          Each accumulated initial or additional premium payment and credit
          will continue to grow at the 7% annual effective rate until
          reaching the maximum enhanced death benefit or attained age 80
          of the Owner, if earlier.

Note for current Special Funds:  The actual interest rate used for calculating
the 7% Solution Enhanced Death Benefit for the Liquid Asset and Limited Maturity
Bond investment portfolios and the Fixed Account, will be the lesser of (1) 7%
and (2) the interest rate, positive or negative, providing a yield on the
Guaranteed Death Benefit equal to the net return for the current valuation
period on the contract value allocated to Special Funds.  We may, with 30 days
notice to you, designate any fund as a Special Fund on existing contracts with
respect to new premiums added to such fund and also with respect to new
transfers to such funds.

                                                        PREMIUM PLUS PROFILE
                                   9

<PAGE>
<PAGE>

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 minus any credits added within 1 year prior
          to death;

     2)   the total premium payments made under the Contract
          reduced by a pro rata adjustment for any withdrawal;

     3)   the cash surrender value; or

     4)   the enhanced death benefit minus any credits added within 1 year
          prior to death, which is determined as follows: On each contract
          anniversary that occurs on or before the contract owner turns age
          80, 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 and credit added
          if the preceding day is the contract date), then we add additional
          premiums paid and credits added since the preceding day, and then
          we adjust for any withdrawals on a pro rata basis, (including any
          market value adjustment applied to such withdrawal and any
          associated surrender charges) since the preceding day.  That amount
          becomes the new enhanced death benefit.

Under the MAX 7 ENHANCED DEATH BENEFIT, if you die before the
annuity start date, your beneficiary will receive the greater of the 7%
Solution and the Annual Ratchet Enhanced Death Benefit.

     Under this benefit option, the 7% Solution Enhanced Death Benefit
     and the Annual Ratchet Benefit are calculated in the same manner as
     if each were the elected benefit.

          Note:     In all cases described above, the amount of the death
          benefit could be reduced by premium taxes owed and withdrawals
          not previously deducted.  The enhanced death benefits may not
          be available in all states.

10.  OTHER INFORMATION
  FREE LOOK.  If you cancel the Contract within 10 days after you receive
it, you will receive a refund of the adjusted contract value. We determine
your contract value at the close of business on the day we receive your
written refund request.  For purposes of the refund during the free look
period, (i) we adjust your contract value for any market value adjustment
(if you have invested in the fixed account), (ii) then we exclude any
credit initially applied, and (iii) then we include a refund of any
charges deducted from your contract value.  Because of the market risks
associated with investing in the portfolios and the potential positive or
negative effect of the market value adjustment, the contract value
returned may be greater or less than the premium payment you paid.  Some
states require us to return to you the amount of the paid premium, excluding
any credit, (rather than the contract value) in which case you will not be
subject to investment risk during the free look period.  Also, in some states,
you may be entitled to a longer free look period.

  TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT.  You can
make transfers among your investment portfolios and your investment in
the fixed account as frequently as you wish without any current tax
implications.  The minimum amount for a transfer is $100. There is
currently no charge for transfers, and we do not limit the number of
transfers allowed.  The Company may, in the future, charge a $25 fee for
any transfer after the twelfth transfer in a contract year or limit the
number of transfers allowed.  Keep in mind that if you transfer or
otherwise withdraw your money from the fixed account more than 30

                                                        PREMIUM PLUS PROFILE
                                   10

<PAGE>
<PAGE>

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.  Transfers
between Special Funds and other investment portfolios will result in a
transfer of the Guaranteed Death Benefit in proportion to the account
value transferred.  In cases where more than one Guaranteed Death Benefit
exists because of such transfers, each death benefit will be combined to
calculate the total death benefit.

  NO PROBATE.  In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate.
See "Federal Tax Considerations - Taxation of Death Benefit Proceeds" in
the prospectus for the Contract.

  OPTIONAL RIDERS.  Subject to state availability, you may purchase one of
three optional benefit riders for an additional charge. You may not add more
than one of these three riders to your Contract.  There are separate charges
for each rider.  Once elected, the riders generally may not be cancelled.
This means once added the rider may not be removed and charges will be
assessed regardless of the performance of your Contract.

  Minimum Guaranteed Accumulation Benefit (MGAB) Rider.  The MGAB is an
optional benefit which offers you the ability to receive a one-time
adjustment to your contract value in the event your contract value on a
specified date is below the MGAB rider guarantee.  When added at issue, the
MGAB rider guarantees that your contract value will at least equal your initial
premium payment plus credits at the end of ten years, or, at least equal
two times your initial premium payment plus credits at the end of twenty
years, depending on the waiting period you select, reduced pro rata for
withdrawals and certain transfers.  The MGAB rider offers a ten-year option
and a twenty-year option, of which you may purchase only one. Withdrawals
and certain transfers may reduce the guarantee by more than the amount
withdrawn or transferred. The MGAB rider may offer you protection in the
event of a lower contract value that may result from unfavorable investment
performance of your Contract. There are exceptions, conditions, eligibility
requirements, and important considerations associated with the MGAB
rider.  You should read the prospectus for more complete information.

  Minimum Guaranteed Income Benefit (MGIB) Rider.  The MGIB rider is an
optional benefit which guarantees a minimum amount of income that will be
available to you upon annuitization, regardless of fluctuating market
conditions.  Ordinarily, the amount of income that will be available to
you upon annuitization is based upon your contract value, the annuity
option you selected and the guaranteed or then current income factors
in effect.  If you purchase the MGIB rider, the minimum amount of income
that will be available to you upon annuitization on the MGIB Benefit Date
is the greater of the amounts that are ordinarily available to you under
your Contract and the MGIB annuity benefit, which is based on your MGIB
Base, the MGIB annuity option you selected and the MGIB guaranteed
income factors specified in your rider. Your MGIB Base generally depends
on the amount of premiums you pay during the first five contract years after
you purchase the rider, the credit(s) applied, and when you pay the premiums
accumulated at the MGIB rate,less adjustments for withdrawals and transfers.
There are exceptions,conditions, eligibility requirements, and important
considerations associated with the MGIB rider.  You should read the prospectus
for more complete information.

  Minimum Guaranteed Withdrawal Benefit (MGWB) Rider. The MGWB rider is
an optional benefit which guarantees that you will receive annual periodic
payments, when added together, equal to all premium payments and credits
paid during the first two contract years, less adjustments for any prior
withdrawals. If your contract value is reduced to zero, your periodic
payments will be 7% of your Eligible Payment Amount every year.  (Of course,
any applicable income and penalty taxes will apply to amounts withdrawn.)
Your original Eligible Payment Amount is your premium payments and credits
received during the first two contract years.  Withdrawals that you make in
excess of the above periodic payment amount may substantially reduce the
guarantee. There are exceptions, conditions, eligibility requirements, and
important considerations associated with the MGWB rider. You should read the
prospectus for more complete information.

                                                        PREMIUM PLUS PROFILE
                                   11

<PAGE>
<PAGE>

  ADDITIONAL FEATURES.  This Contract has other features you may be
interested in.  These include:

  Dollar Cost Averaging.  This is a program that allows you to invest a
fixed amount of money in the investment portfolios each month. It 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 surrender charge.
Withdrawals from your money in the fixed account under this program are
not subject to a market value adjustment.  Of course, any applicable
income and penalty taxes will apply on amounts withdrawn.

  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 profile and the
prospectus, please contact us at:

  CUSTOMER SERVICE CENTER
  P.O. BOX 2700
  WEST CHESTER, PENNSYLVANIA  19380
  (800) 366-0066

or your registered representative.

                                                        PREMIUM PLUS PROFILE
                                   12

<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

                           FEBRUARY 1, 2000
       DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
                      GOLDENSELECT PREMIUM PLUS/R/

This prospectus describes GoldenSelect Premium Plus, a group and
individual deferred variable annuity contract (the "Contract") offered by
Golden American Life Insurance Company (the "Company," "we" or "our").
The Contract is available in connection with certain retirement plans
that qualify for special federal income tax treatment ("qualified
Contracts") as well as those that do not qualify for such treatment ("non-
qualified Contracts").

The Contract provides a means for you to invest your premium payments and
credits in one or more of 25 mutual fund investment portfolios.  You may
also allocate premium payments and credits to our Fixed Account with
guaranteed interest periods.  Your contract value will vary daily to
reflect the investment performance of the investment portfolio(s) you
select and any interest credited to your allocations in the Fixed
Account.  The investment portfolios available under your Contract and the
portfolio managers are:

  A I M CAPITAL MANAGEMENT, INC.
    Capital Appreciation Series
    Strategic Equity Series
  ALLIANCE CAPITAL MANAGEMENT L. P.
    Capital Growth Series
  BARING INTERNATIONAL INVESTMENT
    LIMITED (AN AFFILIATE)
    Developing World Series
    Global Fixed Income Series
    Hard Assets Series
  CAPITAL GUARDIAN TRUST COMPANY
    Large Cap Value Series
    Managed Global Series
    Small Cap Series
  EAGLE ASSET MANAGEMENT, INC.
    Value Equity Series
  EII REALTY SECURITIES, INC.
    Real Estate Series
  ING  INVESTMENT MANAGEMENT, LLC
    (AN AFFILIATE)
    Limited Maturity Bond Series
    Liquid Asset Series
  JANUS CAPITAL CORPORATION
    Growth Series
  KAYNE ANDERSON INVESTMENT
    MANAGEMENT, LLC
    Rising Dividends Series
  MASSACHUSETTS FINANCIAL SERVICES
    COMPANY
    Mid-Cap Growth Series
    Research Series
    Total Return Series
  T. ROWE PRICE ASSOCIATES, INC.
    Equity Income Series
    Fully Managed Series
  SALOMON BROTHERS ASSET
    MANAGEMENT, INC.
    All Cap Series
    Investors Series
  PACIFIC INVESTMENT MANAGEMENT COMPANY
    PIMCO High Yield Bond Portfolio
    PIMCO StocksPLUS Growth and Income Portfolio
  CREDIT SUISSE ASSET MANAGEMENT, LLC
    International Equity Portfolio

The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B.  We refer to the
divisions as "subaccounts" and the money you place in the Fixed Account's
guaranteed interest periods as "Fixed Interest Allocations" in this
prospectus.

We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest.  We set the interest rates periodically.  We will not set the
interest rate to be less than a minimum annual rate of 3%.  You may
choose guaranteed interest periods of 6 months, and 1, 3, 5, 7 and 10
years.  The interest earned on your money as well as your principal is
guaranteed as long as you hold them until the maturity date. If you take
your money out from a Fixed Interest Allocation more than 30 days before
the applicable maturity date, we will apply a market value adjustment
("Market Value Adjustment").  A Market Value Adjustment could increase or
decrease your contract value and/or the amount you take out.  You bear
the risk that you may receive less than your principal if we take a
Market Value Adjustment.  For Contracts sold in some states, not all
Fixed Interest Allocations or subaccounts are available.  You have a
right to return a Contract within 10 days after you receive it for a
refund of the adjusted contract value less credits we added (which may
be more or less than the premium payments you paid), or if required by
your state, the original amount of your premium payment.  Longer free
look periods apply in some states and in certain situations.

This prospectus provides information that you should know before
investing and should be kept for future reference. A Statement of
Additional Information, dated February 1, 2000, has been filed with the
Securities and Exchange Commission.  It is available without charge upon
request.  To obtain a copy of this document, write to our Customer
Service Center at P.O. Box 2700, West Chester, Pennsylvania 19380 or call
(800) 366-0066, or access the SEC's website (http://www.sec.gov).  The
table of contents of the Statement of Additional Information ("SAI") is
on the last page of this prospectus and the SAI is made part of this
prospectus by reference.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

AN INVESTMENT IN THE SUBACCOUNTS THROUGH THE GCG TRUST, THE PIMCO TRUST OR
THE WARBURG PINCUS TRUST IS NOT A BANK DEPOSIT AND IS NOT INSURED OR
GUARANTEED BY ANY BANK OR BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENT AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG
TRUST, THE PIMCO TRUST AND THE WARBURG PINCUS TRUST.



<PAGE>
<PAGE>

                            TABLE OF CONTENTS
                                                                        PAGE
     Index of Special Terms
     Fees and Expenses
     Performance Information
        Accumulation Unit
        Net Investment Factor
        Condensed Financial Information
        Financial Statements
        Performance Information
     Golden American Life Insurance Company
     The Trusts
     Golden American Separate Account B
     The Investment Portfolios
        Investment Objectives
        Investment Management Fees
     The Fixed Interest Allocation
        Selecting a Guaranteed Interest Period
        Guaranteed Interest Rates
        Transfers from a Fixed Interest Allocation
        Withdrawals from a Fixed Interest Allocation
        Market Value Adjustment
     The Annuity Contract
        Contract Date and Contract Year
        Annuity Start Date
        Contract Owner
        Annuitant
        Beneficiary
        Purchase and Availability of the Contract
        Crediting of Premium Payments
        Additional Credit to Premium
        Contract Value
        Cash Surrender Value
        Surrendering to Receive the Cash Surrender Value
        Addition, Deletion or Substitution of Subaccounts and Other
     Changes
        The Fixed Account
        Optional Riders
          Rider Date
          Special Funds
          No Cancellation
          Termination
          Minimum Guaranteed Accumulation Benefit Rider
          Minimum Guaranteed Income Benefit Rider
          Minimum Guaranteed Withdrawal Benefit Rider
        Other Contracts
        Other Important Provisions
     Withdrawals
        Regular Withdrawals
        Systematic Withdrawals
        IRA Withdrawals
     Transfers Among Your Investments

                                   i

<PAGE>
<PAGE>

        Dollar Cost Averaging
        Automatic Rebalancing
     Death Benefit Choices
        Death Benefit During the Accumulation Phase
          Standard Death Benefit
          Enhanced Death Benefits
        Death Benefit During the Income Phase
     Charges and Fees
        Charge Deduction Subaccount
        Charges Deducted from the Contract Value
          Surrender Charge
          Free Withdrawal Amount
          Surrender Charge for Excess Withdrawals
          Premium Taxes
          Administrative Charge
          Transfer Charge
        Charges Deducted from the Subaccounts
          Mortality and Expense Risk Charge
          Asset-Based Administrative Charge
          Optional Rider Charges
        Trust Expenses
     The Annuity Options
        Annuitization of Your Contract
        Selecting the Annuity Start Date
        Frequency of Annuity Payments
        The Annuity Options
          Income for a Fixed Period
          Income for Life with a Period Certain
          Joint Life Income
          Annuity Plan
        Payment When Named Person Dies
     Other Contract Provisions
        Reports to Contract Owners
        Suspension of Payments
        In Case of Errors in Your Application
        Assigning the Contract as Collateral
        Contract Changes-Applicable Tax Law
        Free Look
        Group or Sponsored Arrangements
        Selling the Contract
     Other Information
        Voting Rights
        Year 2000 Problem
        State Regulation
        Legal Proceedings
        Legal Matters
        Experts
     Federal Tax Considerations
     More Information About Golden American
     Financial Statements of Golden American Life Insurance Company
     Unaudited Financial Statements of Golden American Life Insurance
       Company

                                   ii

<PAGE>
<PAGE>

     Statement of Additional Information
        Table of Contents
     Appendix A
        Condensed Financial Information                        A1
     Appendix B
        Market Value Adjustment Examples                       B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example        C1

                                  iii

<PAGE>
<PAGE>

                         INDEX OF SPECIAL TERMS

The following special terms are used throughout this prospectus.  Refer
to the page(s) listed for an explanation of each term:

SPECIAL TERM                           PAGE
Accumulation Unit                       [6]
Annual Ratchet Enhanced Death Benefit   [24]
Annuitant                               [16]
Annuity Start Date                      [15]
Cash Surrender Value                    [19]
Max 7 Enhanced Death Benefit            [  ]
Contract Date                           [15]
Contract Owner                          [15]
Contract Value                          [18]
Contract Year                           [15]
Fixed Interest Allocation               [12]
Free Withdrawal Amount                  [26]
Market Value Adjustment                 [14]
Net Investment Factor                    [7]
7% Solution Enhanced Death Benefit      [24]
Standard Death Benefit                  [24]

The following terms as used in this prospectus have the same or
substituted meanings as the corresponding terms currently used in the
Contract:

TERM USED IN THIS PROSPECTUS  CORRESPONDING TERM USED IN THE CONTRACT
Accumulation Unit Value       Index of Investment Experience
Annuity Start Date            Annuity Commencement Date
Contract Owner                Owner or Certificate Owner
Contract Value                Accumulation Value
Transfer Charge               Excess Allocation Charge
Fixed Interest Allocation     Fixed Allocation
Free Look Period              Right to Examine Period
Guaranteed Interest Period    Guarantee Period
Subaccount(s)                 Division(s)
Net Investment Factor         Experience Factor
Regular Withdrawals           Conventional Partial Withdrawals
Withdrawals                   Partial Withdrawals



<PAGE>
<PAGE>

                            FEES AND EXPENSES
CONTRACT OWNER TRANSACTION EXPENSES*
   Surrender Charge:

  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8    9+
      SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

   Transfer Charge                                          None**
   * If you invested in a Fixed Interest Allocation, a Market Value
     Adjustment may apply to certain transactions.  This may increase or
     decrease your contract value and/or your transfer or surrender
     amount.
   **We may in the future charge $25 per transfer if you make more than
     12 transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE***
   Administrative Charge                                    $40
   (We deduct this charge on each contract
   anniversary and on surrender.  We waive this charge if the total
   of your premium payments is $100,000 or more or if your contract
   value at the end of a contract year   is $100,000 or more.)

  ***We deduct this charge on each contract anniversary and on surrender.

SEPARATE ACCOUNT ANNUAL CHARGES****

<TABLE>
                                         STANDARD                 ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET  7% SOLUTION      MAX 7
    <S>                                   <C>                <C>           <C>           <C>
    Mortality & Expense Risk Charge       1.30%              1.45%         1.65%         1.75%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%         0.15%
                                          -----              -----         -----         -----
       Total Separate Account Charges     1.45%              1.60%         1.80%         1.90%

</TABLE>

   ****As a percentage of average daily assets in each subaccount.  The Separate
      Account Annual Charges are deducted daily.

OPTIONAL RIDER CHARGES*****

  Minimum Guaranteed Accumulation Benefit rider:
       Waiting Period         Quarterly Charge
       --------------         ----------------
       10 Year................0.125% of the MGAB Charge Base(1) (0.50% annually)
       20 Year................0.125% of the MGAB Charge Base    (0.50% annually)
                          Minimum Guaranteed Income Benefit rider:
       MGIB Base Rate         Quarterly Charge
       --------------         ----------------
       0% ....................0.05% of the MGIB Base(2) (0.20% annually)
       3%.....................0.08% of the MGIB Base    (0.32% annually)
       5%.....................0.10% of the MGIB Base    (0.40% annually)
       6%.....................0.15% of the MGIB Base    (0.60% annually)
       7%.....................0.125% of the MGIB Base*  (0.50% annually)

                                   2

<PAGE>
<PAGE>

  Minimum Guaranteed Withdrawal Benefit rider:
        Quarterly Charge
        ----------------
        0.125% of the MGWB Eligible Payment Amount(3) (0.50% annually)


  *****We deduct optional rider charges from the subaccounts in which you
  are invested on each quarterly contract anniversary and pro rata on
  termination of the Contract; if the value in the subaccounts is insufficient,
  the optional rider charges will be deducted from the Fixed Interest
  Allocation nearest maturity.

    (1) The MGAB Charge Base is the total of premiums and credits added during
        the 2-year period commencing on the rider date if you purchase the
        rider on the contract date, or, your contract value on the rider date
        plus premiums and credits added during the 2-year period commencing on
        the rider date if you purchase the rider after the contract date,
        reduced pro rata for all withdrawals taken while the MGAB rider is in
        effect, and reduced pro rata for transfers made during the 3-year
        period before the MGAB Benefit Date.

    (2) The MGIB Base generally depends on the amount of premiums you pay
        during the first five contract years after you purchase the rider
        and the credit(s) applied, when you pay the premiums, and less a pro
        rata deduction for any withdrawal or transfer made while the MGIB
        rider is in effect.

    (3) The MGWB Eligible Payment Amount is (i) the total of premiums and
        credits paid during the 2-year period commencing on the rider date if
        you purchase the rider on the contract date; or (ii) your contract
        value on the rider date plus subsequent premiums and credits received
        during the two-year period commencing on the rider date.


   THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net
assets of a portfolio):

                                                 OTHER          TOTAL
                                              EXPENSES(2)      EXPENSES
                                 MANAGEMENT  AFTER EXPENSE   AFTER EXPENSE
  PORTFOLIO                       FEES(1)    REIMBURSEMENT  REIMBURSEMENT(3)
  Liquid Asset                     0.59%        0.00%           0.59%
  Limited Maturity Bond            0.60%        0.00%           0.60%
  Global Fixed Income              1.60%        0.00%           1.60%(3)
  Total Return                     0.94%        0.03%           0.97%(3)
  Fully Managed                    0.98%        0.00%           0.98%
  Equity Income                    0.98%        0.00%           0.98%
  Investors                        1.00%        0.01%           1.01%
  Large Cap Value                  1.00%        0.01%           1.01%
  Rising Dividends                 0.98%        0.00%           0.98%
  Capital Growth                   1.08%        0.00%           1.08%
  Growth                           1.08%        0.01%           1.09%
  Value Equity                     0.98%        0.00%           0.98%
  Research                         0.94%        0.00%           0.94%
  Managed Global                   1.25%        0.01%           1.26%
  All Cap                          1.00%        0.01%           1.01%
  Capital Appreciation             0.98%        0.00%           0.98%
  Mid-Cap Growth                   0.94%        0.01%           0.95%
  Strategic Equity                 0.98%        0.01%           0.99%
  Small Cap                        0.98%        0.01%           0.99%
  Real Estate                      0.98%        0.01%           0.99%
  Hard Assets                      0.98%        0.02%           1.00%
  Developing World                 1.75%        0.08%           1.83%

 _______________________
 (1)    Fees decline as the total assets of one or more portfolios
        increase. See the prospectus for the GCG Trust for more information.
 (2)    Other expenses generally consist of independent trustees fees
        and certain expenses associated with investing in international
        markets.  Other expenses are based on actual expenses for the year
        ended December 31, 1998, except for portfolios that commenced
        operations in 1998 where the charges have been estimated.
 (3)    Total expenses are based on actual expenses for the fiscal year
        ended December 31, 1998.  Directed Services, Inc. is currently
        reimbursing expenses to maintain total expenses at 0.97% for the
        Total Return portfolio and 1.60% for the Global Fixed Income
        portfolio as shown.  Without this reimbursement, and based on current
        estimates, total expenses would be 0.98% for the Total Return
        portfolio and 1.74% for the Global Fixed Income portfolio.  This
         reimbursement agreement will remain in place through August 14, 2000
         after which it may be terminated at any time.

                                   3

<PAGE>
<PAGE>

THE PIMCO TRUST ANNUAL EXPENSES (as a percentage of the average daily net
assets of a portfolio):

                                               OTHER          TOTAL
                                              EXPENSES       EXPENSES
                               MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE
  PORTFOLIO                       FEES     REIMBURSEMENT  REIMBURSEMENT(1)
   PIMCO High Yield Bond         0.50%        0.25%(2)        0.75%
   PIMCO StocksPLUS Growth
     and Income                  0.40%        0.25%           0.65%
 _______________________
 (1)    PIMCO has agreed to waive some or all of its other expenses,
        subject to potential future reimbursement, to the extent that total
        expenses for the PIMCO High Yield Bond Portfolio and PIMCO StocksPLUS
        Growth and Income portfolio would exceed 0.75% and 0.65%,
        respectively, due to payment by the portfolios of their pro rata
        portion of Trustees' fees.  Without this agreement and, based on
        current estimates, total expenses would be 0.81% for the PIMCO High
        Yield Bond portfolio and 0.72% for the PIMCO StocksPLUS Growth and
        Income portfolio.

 (2)    Since the PIMCO High Yield Bond portfolio commenced operations
        on April 30, 1998, other expenses as shown have been annualized for
        the year ended December 31, 1998.

THE WARBURG PINCUS TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):

                                ADVISORY       OTHER        TOTAL
   PORTFOLIO                      FEES        EXPENSES   EXPENSES(1)
   International Equity          1.00%         0.33%        1.33%
 _______________________
 (1)Total expenses are based on actual expenses for the fiscal year
    ended December 31, 1998.

The purpose of the foregoing tables is to help you understand the various
costs and expenses that you will bear directly and indirectly.  See the
prospectuses of the GCG Trust, the PIMCO Trust and the Warburg Pincus
Trust for additional information on portfolio expenses.

Premium taxes (which currently range from 0% to 3.5% of premium payments)
may apply, but are not reflected in the tables above or in the examples
below.


                                   4

<PAGE>
<PAGE>

EXAMPLES:
The following four examples are designed to show you the expenses you would
pay on a $1,000 investment, plus a credit of $40, that earns 5% annually.
Each example assumes election of the Max 7 Enhanced Death Benefit.  The
examples reflect the deduction of a mortality and expense risk charge, an asset
based administrative charge, and the annual contract administrative charge as
an annual charge of 0.05% of assets (based on an average contract value of
$80,000).  In addition, Examples 1 and 2 assume you elected an optional
benefit rider with the highest charge 0.75% annually, except for the Liquid
Asset and Limited Maturity Bond portfolios, where the charge is 0.50% annually
and assume the rider charge is assessed each quarter on a base equal to the
hypothetical $1,000 premium increasing at 7% per year (the assumed net rate for
the Liquid Asset and Limited Maturity Bond portfolios).  The annual charge of
0.75% results from the assumption of a 7% annual increase in the rider base but
only a 5% earnings increase in the contract value before expenses.  Thus, 0.75%
represents an annual charge over a 10-year period which is equivalent to an
increasing charge of 0.125% per quarter over the same period.  If the Standard
Death Benefit, the Annual Ratchet Enhanced Death Benefit or 7% Solution
Enhanced Death Benefit is elected instead of the Max 7 Enhanced Death Benefit
used in the examples, the actual expenses will be less than those represented
in the examples. Note that surrender charges may apply if you choose to
annuitize your Contract within the first 5 contract years, and under certain
circumstances, within the first 9 contract years.  Thus, in the event you
annuitize your Contract under circumstances that require a surrender charge,
you should refer to Examples 1 and 3 below which assume applicable surrender
charges.


Example 1
If you surrender your Contract at the end of the applicable time period
and elected an optional benefit rider with the highest charge, you would
pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $115        $188        $253        $383
    Limited Maturity Bond       $115        $188        $253        $384
    Global Fixed Income         $129        $228        $318        $499
    Total Return                $123        $210        $288        $446
    Fully Managed               $123        $210        $289        $447
    Equity Income               $123        $210        $289        $447
    Investors                   $123        $211        $290        $450
    Large Cap Value             $123        $211        $290        $450
    Rising Dividends            $123        $210        $289        $447
    Capital Growth              $124        $213        $293        $456
    Growth                      $124        $213        $294        $456
    Value Equity                $123        $210        $289        $447
    Research                    $123        $209        $287        $443
    Managed Global              $126        $218        $302        $471
    All Cap                     $123        $211        $290        $450
    Capital Appreciation        $123        $210        $289        $447
    Mid-Cap Growth              $123        $209        $287        $444
    Strategic Equity            $123        $210        $289        $448
    Small Cap                   $123        $210        $289        $448
    Real Estate                 $123        $210        $289        $448
    Hard Assets                 $123        $211        $289        $449
    Developing World            $132        $235        $328        $517

    THE PIMCO TRUST
    PIMCO High Yield Bond       $121        $203        $277        $427
    PIMCO StocksPLUS
      Growth and Income         $120        $200        $273        $418

    THE WARBURG PINCUS TRUST
    International Equity        $127        $220        $305        $477

                                   5

<PAGE>
<PAGE>

Example 2
If you do not surrender your Contract at the end of the applicable time period
and elected an optional benefit rider with the highest charge, you would
pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $35        $108        $183        $383
    Limited Maturity Bond        $35        $108        $183        $384
    Global Fixed Income          $49        $148        $248        $499
    Total Return                 $43        $130        $218        $446
    Fully Managed                $43        $130        $219        $447
    Equity Income                $43        $130        $219        $447
    Investors                    $43        $131        $220        $450
    Large Cap Value              $43        $131        $220        $450
    Rising Dividends             $43        $130        $219        $447
    Capital Growth               $44        $133        $223        $456
    Growth                       $44        $133        $224        $456
    Value Equity                 $43        $130        $219        $447
    Research                     $43        $129        $217        $443
    Managed Global               $46        $138        $232        $471
    All Cap                      $43        $131        $220        $450
    Capital Appreciation         $43        $130        $219        $447
    Mid-Cap Growth               $43        $129        $217        $444
    Strategic Equity             $43        $130        $219        $448
    Small Cap                    $43        $130        $219        $448
    Real Estate                  $43        $130        $219        $448
    Hard Assets                  $43        $131        $219        $449
    Developing World             $52        $155        $258        $517

    THE PIMCO TRUST
    PIMCO High Yield Bond        $41        $123        $207        $427
    PIMCO StocksPLUS
      Growth and Income          $40        $120        $203        $418

    THE WARBURG PINCUS TRUST
    International Equity         $47        $140        $235        $477


                                   6

<PAGE>
<PAGE>

Example 3
If you surrender your Contract at the end of the applicable time period
and did not elect any optional benefit rider, you would pay the following
expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $107        $162        $210        $299
    Limited Maturity Bond       $107        $163        $211        $300
    Global Fixed Income         $117        $193        $261        $397
    Total Return                $111        $174        $230        $337
    Fully Managed               $111        $174        $230        $338
    Equity Income               $111        $174        $230        $338
    Investors                   $111        $175        $232        $341
    Large Cap Value             $111        $175        $232        $341
    Rising Dividends            $111        $174        $230        $338
    Capital Growth              $112        $177        $236        $348
    Growth                      $112        $178        $236        $349
    Value Equity                $111        $174        $230        $338
    Research                    $110        $173        $228        $334
    Managed Global              $114        $183        $245        $365
    All Cap                     $111        $175        $232        $341
    Capital Appreciation        $111        $174        $230        $338
    Mid-Cap Growth              $110        $173        $229        $335
    Strategic Equity            $111        $175        $231        $339
    Small Cap                   $111        $175        $231        $339
    Real Estate                 $111        $175        $231        $339
    Hard Assets                 $111        $175        $231        $340
    Developing World            $120        $200        $273        $418

    THE PIMCO TRUST
    PIMCO High Yield Bond       $108        $167        $219        $315
    PIMCO StocksPLUS
      Growth and Income         $107        $164        $214        $305

    THE WARBURG PINCUS TRUST
    International Equity        $114        $185        $248        $372

                                   7

<PAGE>
<PAGE>

Example 4
If you do not surrender your Contract at the end of the applicable time
period and did not elect any optional benefit rider, you would pay the
following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR          3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $27             $82        $140        $299
    Limited Maturity Bond        $27             $83        $141        $300
    Global Fixed Income          $37            $113        $191        $397
    Total Return                 $31             $94        $160        $337
    Fully Managed                $31             $94        $160        $338
    Equity Income                $31             $94        $160        $338
    Investors                    $31             $95        $162        $341
    Large Cap Value              $31             $95        $162        $341
    Rising Dividends             $31             $94        $160        $338
    Capital Growth               $32             $97        $166        $348
    Growth                       $32             $98        $166        $349
    Value Equity                 $31             $94        $160        $338
    Research                     $30             $93        $158        $334
    Managed Global               $34            $103        $175        $365
    All Cap                      $31             $95        $162        $341
    Capital Appreciation         $31             $94        $160        $338
    Mid-Cap Growth               $30             $93        $159        $335
    Strategic Equity             $31             $95        $161        $339
    Small Cap                    $31             $95        $161        $339
    Real Estate                  $31             $95        $161        $339
    Hard Assets                  $31             $95        $161        $340
    Developing World             $40            $120        $203        $418

    THE PIMCO TRUST
    PIMCO High Yield Bond        $28             $87        $149        $315
    PIMCO StocksPLUS
      Growth and Income          $27             $84        $144        $305

    THE WARBURG PINCUS TRUST
    International Equity         $34            $105        $178        $372

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN
SUBJECT TO THE TERMS OF YOUR CONTRACT.

                                   8

<PAGE>
<PAGE>

                         PERFORMANCE INFORMATION
ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract.  Each
subaccount of Separate Account B has its own accumulation unit value.
The accumulation units are valued each business day that the New York
Stock Exchange is open for trading.  Their values may increase or
decrease from day to day according to a Net Investment Factor, which is
primarily based on the investment performance of the applicable
investment portfolio.  Shares in the investment portfolios are valued at
their net asset value.

THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects certain charges
under the Contract and the investment performance of the subaccount.  The Net
Investment Factor is calculated for each subaccount as follows:

     (1)  We take the net asset value of the subaccount at the end of
          each business day.

     (2)  We add to (1) the amount of any dividend or capital gains
          distribution declared for the subaccount and reinvested in such
          subaccount.  We subtract from that amount a charge for our taxes,
          if any.

     (3)  We divide (2) by the net asset value of the subaccount at the
          end of the preceding business day.

     (4)  We then subtract the applicable daily mortality and expense
          risk charge and the daily asset-based administrative charge from
          the subaccount.

Calculations for the subaccounts are made on a per share basis.

CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each
subaccount of Golden American Separate Account B offered in this
prospectus and (ii) the total investment value history of each such
subaccount are presented in Appendix A - Condensed Financial Information.

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the years
ended December 31, 1998 and 1997 are included in the Statement of
Additional Information. The audited consolidated financial statements of
Golden American for the years ended December 31, 1998, 1997 and 1996 and
the unaudited condensed consolidated financial statements of Golden
American for the nine months ended September 30, 1999 are included in
this prospectus.

PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract
owners performance information for the subaccounts of Separate Account B,
including the average annual total return performance, yields and other
nonstandard measures of performance.  Such performance data will be
computed, or accompanied by performance data computed, in accordance with
standards defined by the SEC.

Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period.  Information on
standard total average annual return performance will include average
annual rates of total return for 1, 5 and 10 year periods, or lesser
periods depending on how long Separate Account B has
been investing in the portfolio.  We may show other total returns for
periods less than one year.  Total return figures will be based on the
actual historic performance of the subaccounts of Separate Account B,
assuming an investment at the beginning of the period when the separate
account first invested in the portfolios, withdrawal of the investment

                                  9

<PAGE>
<PAGE>

at the end of the period, adjusted to reflect the deduction of all applicable
portfolio and current contract charges.  We may also show rates of total
return on amounts invested at the beginning of the period with no withdrawal
at the end of the period.  Total return figures which assume no withdrawals
at the end of the period will reflect all recurring charges, but will not
reflect the surrender charge.  Quotations of average annual return for the
Managed Global subaccount take into account the period before September
3, 1996, during which it was maintained as a subaccount of Golden
American Separate Account D.  In addition, we may present historic
performance data for the investment portfolios since their inception
reduced by some or all of the fees and charges under the Contract.  Such
adjusted historic performance includes data that precedes the inception
dates of the subaccounts of Separate Account B.  This data is designed to
show the performance that would have resulted if the Contract had been in
existence before the separate account began investing in the portfolios.

Current yield for the Liquid Asset subaccount is based on income received
by a hypothetical investment over a given 7-day period, less expenses
accrued, and then "annualized" (i.e., assuming that the 7-day yield would
be received for 52 weeks). We calculate "effective yield" for the Liquid
Asset subaccount in a manner similar to that used to calculate yield, but
when annualized, the income earned by the investment is assumed to be
reinvested.  The "effective yield" will thus be slightly higher than the
"yield" because of the compounding effect of earnings.  We calculate
quotations of yield for the remaining subaccounts on all investment
income per accumulation unit earned during a given 30-day period, after
subtracting fees and expenses accrued during the period, assuming no
surrender and the selection of the Max 7 Enhanced Death Benefit and
the MGIB optional benefit rider.

We may compare performance information for a subaccount to: (i) the
Standard & Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue
Money Market Institutional Averages, or any other applicable market
indices, (ii) other variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services (a widely used
independent research firm which ranks mutual funds and other investment
companies), or any other rating service, and (iii) the Consumer Price
Index (measure for inflation) to determine the real rate of return of an
investment in the Contract.  Our reports and promotional literature may
also contain other information including the ranking of any subaccount
based on rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services or by similar
rating services.

Performance information reflects only the performance of a hypothetical
contract and should be considered in light of other factors, including
the investment objective of the investment portfolio and market
conditions.  Please keep in mind that past performance is not a guarantee
of future results.


                 GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a Delaware stock life insurance
company, which was originally incorporated in Minnesota on January 2,
1973.  Golden American is a wholly owned subsidiary of Equitable of Iowa
Companies, Inc. ("Equitable of Iowa").  Equitable of Iowa is a wholly
owned subsidiary of ING Groep N.V. ("ING"), a global financial services
holding company.  Golden American is authorized to sell insurance
and annuities in all states, except New York, and the District of
Columbia.  In May 1996, Golden American established a subsidiary, First
Golden American Life Insurance Company of New York, which is authorized
to sell annuities in New York and Delaware.  Golden American's
consolidated financial statements appear in this prospectus.

                                   10

<PAGE>
<PAGE>

Equitable of Iowa is the holding company for Golden American, Directed
Services, Inc., the investment manager of the GCG Trust and the
distributor of the Contracts, and other interests. Equitable of Iowa and
another ING affiliate own ING Investment Management, LLC, a portfolio
manager of the GCG Trust.  ING also owns Baring International
Investment Limited, another portfolio manager of the GCG Trust.

Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.


                               THE TRUSTS

The GCG Trust is a mutual fund whose shares are offered to separate
accounts funding variable annuity and variable life insurance policies
offered by Golden American and other affiliated insurance companies. The
GCG Trust may also sell its shares to separate accounts of insurance
companies not affiliated with Golden American.  Pending SEC approval,
shares of the GCG Trust may also be sold to certain qualified pension and
retirement plans.  The address of the GCG Trust is 1475 Dunwoody Drive,
West Chester, PA 19380.

The PIMCO Trust is also a mutual fund whose shares are available to
separate accounts of insurance companies, including Golden American, for
both variable annuity contracts and variable life insurance policies and
to qualified pension and retirement plans.  The address of the PIMCO
Trust is 840 Newport Center Drive, Suite 300, Newport Beach, CA  92660.

The Warburg Pincus Trust is also a mutual fund whose shares are available
to separate accounts of life insurance companies, including Golden
American and Equitable Life Insurance Company of Iowa, and to certain
qualified and retirement plans.  The address of the Warburg Pincus Trust
is 153 East 53rd Street, New York, NY 10022.

In the event that, due to differences in tax treatment or other
considerations, the interests of contract owners of various contracts
participating in the Trusts conflict, we, the Boards of Trustees of the
GCG Trust, the PIMCO Trust and the Warburg Pincus Trust, Directed
Services, Inc., Pacific Investment Management Company, Credit Suisse
Asset Management, LLC and any other insurance companies participating in
the Trusts will monitor events to identify and resolve any material
conflicts that may arise.

YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, THE PIMCO TRUST
AND THE WARBURG PINCUS TRUST IN THE ACCOMPANYING PROSPECTUS FOR EACH
TRUST.  YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING.


                   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.

                                   11

<PAGE>
<PAGE>

Account B is divided into subaccounts.  Each subaccount invests
exclusively in shares of one investment portfolio of the GCG Trust, the
PIMCO Trust or the Warburg Pincus Trust.  Each investment portfolio has
its own distinct investment objectives and policies.  Income, gains and
losses, realized or unrealized, of a portfolio are credited to or charged
against the corresponding subaccount of Account B without regard to any
other income, gains or losses of the Company.  Assets equal to the
reserves and other contract liabilities with respect to each are not
chargeable with liabilities arising out of any other business of the
Company.  They may, however, be subject to liabilities arising from
subaccounts whose assets we attribute to other variable annuity contracts
supported by Account B.  If the assets in Account B exceed the required
reserves and other liabilities, we may transfer the excess to our general
account.  We are obligated to pay all benefits and make all payments
provided under the Contracts.

We currently offer other variable annuity contracts that invest in
Account B but are not discussed in this prospectus.  Account B may also
invest in other investment portfolios which are not available under your
Contract.


                        THE INVESTMENT PORTFOLIOS
During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed in the section
below.  YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO
ANY INVESTMENT PORTFOLIO, AND YOU AND MAY LOSE YOUR PRINCIPAL.

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below.
You should understand that there is no guarantee that any portfolio will
meet its investment objectives.  Meeting objectives depends on various
factors, including, in certain cases, how well the portfolio managers
anticipate changing economic and market conditions.  YOU CAN FIND MORE
DETAILED INFORMATION ABOUT THE INVESTMENT PORTFOLIOS IN THE PROSPECTUSES
FOR THE GCG TRUST, THE PIMCO TRUST AND THE WARBURG PINCUS TRUST.  YOU
SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.

INVESTMENT                       INVESTMENT OBJECTIVE
PORTFOLIO

THE GCG TRUST

Liquid Asset        Seeks high level of current income consistent
                    with the preservation of capital and
                    liquidity.
                    Invests primarily in obligations of the U.S.
                    Government and its agencies and
                    instrumentalities, bank obligations,
                    commercial paper and short-term corporate debt
                    securities.  All securities will mature in
                    less than one year.
                    ----------------------------------------------------

Limited Maturity    Seeks highest current income consistent with
Bond                low risk to principal and liquidity.
                    Also seeks to enhance its total return through
                    capital appreciation when market factors, such
                    as falling interest rates and rising bond
                    prices, indicate that capital appreciation may
                    be available without significant risk to
                    principal.
                    Invests primarily in diversified limited
                    maturity debt securities with average maturity
                    dates of five years or shorter and in no cases
                    more than seven years.
                    ----------------------------------------------------

Global Fixed Income Seeks high total return.
                    Invests primarily in high-grade fixed income
                    securities, both foreign and domestic.
                    ----------------------------------------------------

                                   12

<PAGE>
<PAGE>

Total Return        Seeks above-average income (compared to a
                    portfolio entirely invested in equity
                    securities) consistent with the prudent
                    employment of capital.
                    Invests primarily in a combination of equity
                    and fixed income securities.
                    ----------------------------------------------------

Fully Managed       Seeks, over the long term, a high total
                    investment return consistent with the
                    preservation of capital and with prudent
                    investment risk.
                    Invests primarily in the common stocks of
                    established companies believed by the
                    portfolio manager to have above-average
                    potential for capital growth.
                    ----------------------------------------------------

Equity Income       Seeks substantial dividend income as well as
                    long-term growth of capital.
                    Invests primarily in common stocks of well-
                    established companies paying above-average
                    dividends.
                    ----------------------------------------------------

Investors           Seeks long-term growth of capital.  Current
                    income is a secondary objective.
                    Invests primarily in equity securities of U.S.
                    companies and to a lesser degree, debt
                    securities.
                    ----------------------------------------------------

Large Cap Value     Seeks long-term growth of capital and income.
                    Invests primarily in equity and equity-related
                    securities of companies with market
                    capitalization greater than $1 billion.
                    ----------------------------------------------------

Rising Dividends    Seeks capital appreciation.  A secondary
                    objective is dividend income.
                    Invests in equity securities that meet the
                    following quality criteria: regular dividend
                    increases; 35% of earnings reinvested
                    annually; and a credit rating of "A" to "AAA".
                    ----------------------------------------------------

Capital Growth      Seeks long-term total return.
                    Invests primarily in common stocks of
                    companies where the potential for change
                    (earnings acceleration) is significant.
                    ----------------------------------------------------

Growth              Seeks capital appreciation.
                    Invests primarily in common stocks of growth
                    companies that have favorable relationships
                    between price/earnings ratios and growth rates
                    in sectors offering the potential for above-
                    average returns.
                    ----------------------------------------------------

Value Equity        Seeks capital appreciation.  Dividend income
                    is a secondary objective.
                    Invests primarily in common stocks of domestic
                    and foreign issuers which meet quantitative
                    standards relating to financial soundness and
                    high intrinsic value relative to price.
                    ----------------------------------------------------

Research            Seeks long-term growth of capital and future
                    income.
                    Invests primarily in common stocks or
                    securities convertible into common stocks of
                    companies believed to have better than average
                    prospects for long-term growth.
                    ----------------------------------------------------

Managed Global      Seeks capital appreciation.  Current income is
                    only an incidental consideration.
                    Invests primarily in common stocks traded in
                    securities markets throughout the world.
                    ----------------------------------------------------

All Cap             Seeks capital appreciation through investment
                    in securities which the portfolio manager
                    believes have above-average capital
                    appreciation potential.
                    Invests primarily in equity securities of U.S.
                    companies of any size.
                    ----------------------------------------------------

Capital             Seeks long-term capital growth.
  Appreciation      Invests primarily in equity securities
                    believed by the portfolio manager to be
                    undervalued.
                    ----------------------------------------------------

Mid-Cap Growth      Seeks long-term growth of capital.
                    Invests primarily in equity securities of
                    companies with medium market capitalization
                    which the portfolio manager believes have
                    above-average growth potential.
                    ----------------------------------------------------

Strategic Equity    Seeks capital appreciation.
                    Invests primarily in common stocks of medium-
                    and small-sized companies.
                    ----------------------------------------------------

                                   13

<PAGE>
<PAGE>

Small Cap           Seeks long-term capital appreciation.
                    Invests primarily in equity securities of
                    companies that have a total market
                    capitalization within the range of companies
                    in the Russell 2000 Growth Index or the
                    Standard & Poor's Small-Cap 600 Index.
                    ----------------------------------------------------

Real Estate         Seeks capital appreciation.  Current income is
                    a secondary objective.
                    Invests primarily in publicly-traded real
                    estate equity securities.
                    ----------------------------------------------------

Hard Assets         Seeks long-term capital appreciation.
                    Invests primarily in hard asset securities.
                    Hard asset companies produce a commodity which
                    the portfolio manager is able to price on a
                    daily or weekly  basis.
                    ----------------------------------------------------

Developing World    Seeks capital appreciation.
                    Invests primarily in equity securities of
                    companies in developing or emerging countries.
                    ----------------------------------------------------

THE PIMCO TRUST
PIMCO High Yield    Seeks to maximize total return, consistent
 Bond               with preservation of capital and prudent
                    investment management.
                    Invests in at least 65% of its assets in a
                    diversified portfolio of junk bonds rated at
                    least B by Moody's Investor Services, Inc. or
                    Standard & Poor's or, if unrated, determined
                    by the portfolio manager to be of comparable
                    quality.
                    ----------------------------------------------------

PIMCO StocksPLUS    Seeks to achieve a total return which exceeds
 Growth and Income  the total return performance of the S&P 500.
                    Invests primarily in common stocks, options,
                    futures, options on futures and swaps.
                    ----------------------------------------------------

THE WARBURG PINCUS TRUST
International       Seeks long-term appreciation.
 Equity             Invests primarily in a broadly diversified
                    portfolio of equity securities of companies
                    that have their principal business activities
                    outside of the United States.
                    ----------------------------------------------------


                                   14

<PAGE>
<PAGE>

INVESTMENT MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of the GCG Trust.
The GCG Trust pays Directed Services a monthly fee for its investment
advisory and management services.  The monthly fee is based on the
average daily net assets of an investment portfolio, and in some cases,
the combined total assets of certain grouped portfolios.  Directed
Services provides or procures, at its own expense, the services necessary
for the operation of the portfolios.  Directed Services (and not the GCG
Trust) pays each portfolio manager a monthly fee for managing the assets
of a portfolio.  For a list of the portfolio managers, see the front
cover of this prospectus.  Directed Services does not bear the expense of
brokerage fees and other transactional expenses for securities, taxes (if
any) paid by a portfolio, interest on borrowing, fees and expenses of the
independent trustees, and extraordinary expenses, such as litigation or
indemnification expenses.

Pacific Investment Management Company ("PIMCO") serves as investment
advisor to the PIMCO Trust.  The PIMCO Trust pays PIMCO a monthly
advisory fee and a monthly administrative fee of 0.25% based on the
average daily net assets of each of the investment portfolios for
managing the assets of the portfolios and for administering the PIMCO
Trust.

Credit Suisse Asset Management, LLC serves as the investment advisor of
the Warburg Pincus Trust.  The Warburg Trust pays Credit Suisse Asset
Management a monthly advisory fee based on the average daily net assets
of the investment portfolio and also procures the services necessary for
the operation of its portfolios.  The Warburg Trust pays monthly
administrative fees to two co-administrators for administrative services,
one of which is an affiliate of Credit Suisse Asset Management.  The
monthly administrative fee is based on the portfolio's average daily net
assets.  Credit Suisse Asset Management does not bear any portfolio
expenses.

YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS
MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST.  YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.


                      THE FIXED INTEREST ALLOCATION
You may allocate premium payments and transfer your contract value to the
guaranteed interest periods of our Fixed Account at any time during the
accumulation period.  Every time you allocate money to the Fixed Account,
we set up a Fixed Interest Allocation for the guaranteed interest period
you select.  We currently offer guaranteed interest periods of 6 months,
1, 3, 5, 7 and 10 years, although we may not offer all these periods in
the future. You may select one or more guaranteed interest periods at any
one time.  We will credit your Fixed Interest Allocation with a
guaranteed interest rate for the interest period you select, so long as
you do not withdraw money from that Fixed Interest Allocation before the
end of the guaranteed interest period.  Each guaranteed interest period
ends on its maturity date which is the last day of the month in which the
interest period is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a
Fixed Interest Allocation more than 30 days before the end of the
guaranteed interest period, we will apply a Market Value Adjustment to
the transaction.  A Market Value Adjustment could increase or decrease
the amount you surrender, withdraw, transfer or annuitize, depending on
current interest rates at the time of the transaction.  YOU BEAR THE RISK
THAT YOU MAY RECEIVE LESS THAN YOUR PRINCIPAL IF WE APPLY A MARKET VALUE
ADJUSTMENT.

                                   15

<PAGE>
<PAGE>

Assets supporting amounts allocated to the Fixed Account are available to
fund the claims of all classes of our customer, contract owners and other
creditors.  Interests under your Contract relating to the Fixed Account
are registered under the Securities Act of 1933, but the Fixed Account is
not registered under the 1940 Act.

SELECTING A GUARANTEED INTEREST PERIOD
You may select one or more Fixed Interest Allocations with specified
guaranteed interest periods.  A guaranteed interest period is the period
that a rate of interest is guaranteed to be credited to your Fixed
Interest Allocation.  We may at any time decrease or increase the number
of guaranteed interest periods offered.  In addition, we may offer DCA
Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest
Allocations available exclusively in connection with our dollar cost
averaging program.  For more information on DCA Fixed Interest
Allocations, see "Transfers Among Your Investments - Dollar Cost
Averaging."

Your contract value in the Fixed Account is the sum of your Fixed
Interest Allocations and the interest credited as adjusted for any
withdrawals (including any Market Value Adjustment applied to such
withdrawal), transfers or other charges we may impose.  Your Fixed
Interest Allocation will be credited with the guaranteed interest rate in
effect for the guaranteed interest period you selected when we receive
and accept your premium or reallocation of contract value.  We will
credit interest daily at a rate which yields the quoted guaranteed
interest rate.

GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is
guaranteed as long as you do not take your money out until its maturity
date.  We do not have a specific formula for establishing the guaranteed
interest rates for the different guaranteed interest periods.  We
determine guaranteed interest rates at our sole discretion.  To find out
the current guaranteed interest rate for a guaranteed interest period you
are interested in, please contact our Customer Service Center or your
registered representative.  The determination may be influenced by the
interest rates on fixed income investments in which we may invest with
the amounts we receive under the Contracts.  We will invest these amounts
primarily in investment-grade fixed income securities (i.e., rated by
Standard & Poor's rating system to be suitable for prudent investors)
although we are not obligated to invest according to any particular
strategy, except as may be required by applicable law.  You will have no
direct or indirect interest in these investments.  We will also consider
other factors in determining the guaranteed interest rates, including
regulatory and tax requirements, sales commissions and administrative
expenses borne by us, general economic trends and competitive factors.
We cannot predict the level of future interest rates but no Fixed
Interest Allocation will ever have a guaranteed interest rate of less
than 3% per year.

We may from time to time at our discretion offer interest rate specials
for new premiums that are higher than the current base interest rate then
offered.  Renewal rates for such rate specials will be based on the base
interest rate and not on the special rates initially declared.

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to
one or more new Fixed Interest Allocations with new guaranteed interest
periods, or to any of the subaccounts of Account B.  We will transfer
amounts from your Fixed Interest Allocations starting with the guaranteed
interest period nearest its maturity date until we have honored your
transfer request.

                                   16

<PAGE>
<PAGE>

The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $100.  If a transfer request would reduce the contract
value remaining in a Fixed Interest Allocation to less than $100, we will
treat such transfer request as a request to transfer the entire contract
value in such Fixed Interest Allocation.  Transfers from a Fixed Interest
Allocation may be subject to a Market Value Adjustment.  If you have a
special Fixed Interest Allocation that was offered exclusively with our
dollar cost averaging program, cancelling dollar cost averaging will
cause a transfer of the entire contract value in such Fixed Interest
Allocation to the Liquid Asset subaccount, and such a transfer will be
subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may transfer
amounts from the applicable Fixed Interest Allocation to the subaccounts
and/or to new Fixed Interest Allocations with guaranteed interest periods
of any length we are offering at that time.  You may not, however,
transfer amounts to any Fixed Interest Allocation with a guaranteed
interest period that extends beyond the annuity start date.

At least 30 calendar days before a maturity date of any of your Fixed
Interest Allocations, or earlier if required by state law, we will send
you a notice of the guaranteed interest periods that are available.  You
must notify us which subaccounts or new guaranteed interest periods you
have selected before the maturity date of your Fixed Interest
Allocations.  If we do not receive timely instructions from you, we will
transfer the contract value in the maturing Fixed Interest Allocation to
a new Fixed Interest Allocation with a guaranteed interest period that is
the same as the expiring guaranteed interest period.  If such guaranteed
interest period is not available or would go beyond the annuity start
date, we will transfer your contract value in the maturing Fixed Interest
Allocation to the next shortest guaranteed interest period which does not
go beyond the annuity start date.  If no such guaranteed interest period
is available, we will transfer the contract value to a subaccount
specially designated by the Company for such purpose.  Currently we use
the Liquid Asset subaccount for such purpose.

Please be aware that the benefit we pay under certain optional benefit riders
will be adjusted by any transfers you make to and from the Fixed Interest
Allocations during specified periods while the rider is in effect.  See
"Optional Riders."

WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your
contract value in any Fixed Interest Allocation.  You may make systematic
withdrawals of only the interest earned during the prior month, quarter
or year, depending on the frequency chosen, from a Fixed Interest
Allocation under our systematic withdrawal option.  Systematic
withdrawals from a Fixed Interest Allocation are not permitted if such
Fixed Interest Allocation is currently participating in the dollar cost
averaging program.  A withdrawal from a Fixed Interest Allocation may be
subject to a Market Value Adjustment and, in some cases, a surrender
charge.  Be aware that withdrawals may have federal income tax consequences,
including a 10% penalty tax, as well as state income tax consequences.

Please be aware that the benefit we pay under any of the optional riders
will be reduced on a pro rata basis by any withdrawals you make from the
Fixed Interest Allocations during the period while the rider is in effect.

If you tell us the Fixed Interest Allocation from which your withdrawal
will be made, we will assess the withdrawal against that Fixed Interest
Allocation.  If you do not, we will assess your withdrawal against the
subaccounts in which you are invested, unless the withdrawal exceeds the
contract value in the subaccounts.  If there is no contract value in
those subaccounts, we will deduct your withdrawal from your Fixed
Interest Allocations starting with the guaranteed interest periods
nearest their maturity dates until we have honored your request.

Please be aware that the benefit we pay under any of the optional riders
will be reduced on a pro rata basis by any withdrawals you make from the
Fixed Interest Allocations during the period while the rider is in effect.
See "Optional Riders."

MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect on
your contract value.  We will apply a Market Value Adjustment (i)
whenever you withdraw or transfer money from a Fixed Interest

                                   17

<PAGE>
<PAGE>

Allocation
(unless made within 30 days before the maturity date of the applicable
guaranteed interest period, or under the systematic withdrawal or dollar
cost averaging program) and (ii) if on the annuity start date a
guaranteed interest period for any Fixed Interest Allocation does not end
on or within 30 days of the annuity start date.

We determine the Market Value Adjustment by multiplying the amount you
withdraw, transfer or apply to an income plan by the following factor:

                    (   1+I   )N/365
                    (---------)         -1
                    (1+J+.0050)

Where,

    o   "I" is the Index Rate for a Fixed Interest Allocation on the
        first day of the guaranteed interest period;

    o   "J" is equal to the following:

        (1) If calculated for a Fixed Interest Allocation of 1 year or
            more, then "J" is the Index Rate for a new Fixed Interest
            Allocation with a guaranteed interest period equal to the
            time remaining (rounded up to the next full year except in
            Pennsylvania) in the guaranteed interest period;

        (2) If calculated for a Fixed Interest Allocation of 6 months,
            then "J" is the lesser of the Index Rate for a new Fixed
            Interest Allocation with (i) a 6 month guaranteed interest
            period, or (ii) a 1 year guaranteed interest period at
            the time of calculation; and

    o   "N" is the remaining number of days in the guaranteed interest
        period at the time of calculation.
      "I" is the Index Rate for a Fixed Interest Allocation on the
       first day of the guaranteed interest period;

The Index Rate is the average of the Ask Yields for U.S. Treasury Strips
as quoted by a national quoting service for a period equal to the
applicable guaranteed interest period.  The average currently is based on
the period starting from the 22nd day of the calendar month two months
prior to the month of the Index Rate determination and ending the 21st
day of the calendar month immediately before the month of determination.
We currently calculate the Index Rate  once each calendar month but have
the right to calculate it more frequently.  The Index Rate will always be
based on a period of at least 28 days.  If the Ask Yields are no longer
available, we will determine the Index Rate by using a suitable and
approved, if required, replacement method.

A Market Value Adjustment may be positive, negative or result in no
change.  In general, if interest rates are rising, you bear the risk that
any Market Value Adjustment will likely be negative and reduce your
contract value.  On the other hand, if interest rates are falling, it is
more likely that you will receive a positive Market Value Adjustment that
increases your contract value.  In the event of a full surrender,
transfer or annuitization from a Fixed Interest Allocation, we will add
or subtract any Market Value Adjustment from the amount surrendered,
transferred or annuitized.  In the event of a partial withdrawal,
transfer or annuitization, we will add or subtract any Market Value
Adjustment from the total amount withdrawn, transferred or annuitized in
order to provide the amount requested.  If a negative Market Value
Adjustment exceeds your contract value in the Fixed Interest Allocation,

                                   18

<PAGE>
<PAGE>

we will consider your request to be a full surrender, transfer or
annuitization of the Fixed Interest Allocation.

Several examples which illustrate how the Market Value Adjustment works
are included in Appendix B.


                          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, the PIMCO Trust and the Warburg Pincus Trust through
Account B.  It also provides a means for you to invest in a Fixed
Interest Allocation through the Fixed Account.

CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date.  Each 12-
month period following the contract date is a contract year.

ANNUITY START DATE
The annuity start date is the date you start receiving annuity payments
under your Contract.  The Contract, like all deferred variable annuity
contracts, has two phases: the accumulation phase and the income phase.
The accumulation phase is the period between the contract date and the
annuity start date.  The income phase begins when you start receiving
regular annuity payments from your Contract on the annuity start date.

CONTRACT OWNER
You are the contract owner.  You are also the annuitant unless another
annuitant is named in the application.  You have the rights and options
described in the Contract.  One or more persons may own the Contract.  If
there are multiple owners named, the age of the oldest owner will
determine the applicable death benefit if such death benefit is available
for multiple owners.

The death benefit becomes payable when you die.  In the case of a sole
contract owner who dies before the income phase begins, we will pay the
beneficiary the death benefit 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

                                   19

<PAGE>
<PAGE>

that owner if the other joint owner survives.  The entire
interest of the deceased joint owner in the Contract will pass to the
surviving joint owner and the death benefit is paid upon the death of the
first of the joint owners to die.  Joint owners may only select the
Standard Death Benefit option.  Upon adding an additional owner to a
contract which was issued with an Enhanced Death Benefit option, generally,
your death benefit will be changed automatically to a Standard Death Benefit
and your mortality and expense risk charges will be lowered
correspondingly to that which is charged under the Standard Death Benefit
Option.  Also note that if any owner's age is 86 or greater,
even the standard death benefit guarantee will also be lost.  Note that
returning a Contract to single owner status will not restore any Enhanced
Death Benefit.  Unless otherwise specified, the term "age" when used for
joint owners shall mean the age of the oldest owner.

ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments.  The annuitant's age determines when the
income phase must begin and the amount of the annuity payments to be
paid.  You are the annuitant unless you choose to name another person.
The annuitant may not be changed after the Contract is in effect.

The contract owner will receive the annuity benefits of the Contract if
the annuitant is living on the annuity start date.  If the annuitant dies
before the annuity start date, and a contingent annuitant has been named,
the contingent annuitant becomes the annuitant (unless the contract owner
is not an individual, in which case the death benefit becomes payable).

If there is no contingent annuitant when the annuitant dies before the
annuity start date, the contract owner will become the annuitant.  The
contract owner may designate a new annuitant within 60 days of the death
of the annuitant.

If there is no contingent annuitant when the annuitant dies before the
annuity start date and the contract owner is not an individual, we will
pay the designated beneficiary the death benefit then due.  If a
beneficiary has not been designated, or if there is no designated
beneficiary living, the contract owner will be the beneficiary.  If the
annuitant was the sole contract owner and there is no beneficiary
designation, the annuitant's estate will be the beneficiary.

Regardless of whether a death benefit is payable, if the annuitant dies
and any contract owner is not an individual, distribution rules under
federal tax law will apply.  You should consult your tax adviser for more
information if you are not an individual.

BENEFICIARY
The beneficiary is named by you in a written request.  The beneficiary is
the person who receives any death benefit proceeds and who becomes the
successor contract owner if the contract owner (or the annuitant if the
contract owner is other than an individual) dies before the annuity start
date.  We pay death benefits to the primary beneficiary (unless there are
joint owners, in which case death proceeds are payable to the surviving
owner(s)).

If the beneficiary dies before the annuitant or the contract owner, the
death benefit proceeds are paid to the contingent beneficiary, if any.
If there is no surviving beneficiary, we pay the death benefit proceeds
to the contract owner's estate.

                                   20

<PAGE>
<PAGE>

One or more persons may be a beneficiary or contingent beneficiary.  In
the case of more than one beneficiary, we will assume any death benefit
proceeds are to be paid in equal shares to the surviving beneficiaries.

You have the right to change beneficiaries during the annuitant's
lifetime unless you have designated an irrevocable beneficiary.  When an
irrevocable beneficiary has been designated, you and the irrevocable
beneficiary may have to act together to exercise some of the rights and
options under the Contract.

  CHANGE OF CONTRACT OWNER OR BENEFICIARY.  During the annuitant's
lifetime, you may transfer ownership of a non-qualified Contract.
A change in ownership may affect the amount of the death
benefit, the guaranteed death benefit, and/or the death benefit
option applied to the contract.  The new owner's age, as of the date of the
change, will be used as the basis for determining which option to use.
The new owner's death will determine when a death benefit is payable.

If the new owner's age is less than 80, the death benefit option in
effect prior to the change in owner will remain in effect.  If the new
owner's age is greater than 79, but less than or equal to 85, and if the
contract was issued with an enhanced death benefit, the death benefit
will become the Standard Death Benefit.  If the new owner's age is
greater than 85, the death benefit will be the cash surrender value.
Once a death benefit has been changed due to a change in owner, a
subsequent change to a younger owner will not restore any Enhanced Death
Benefits and the death benefit will continue to be the cash surrender value.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract
owner are not older than age 85.

The initial premium payment must be $10,000 or more ($1,500 for qualified
Contracts).  You may make additional payments of $500 or more ($250 for
qualified Contracts) at any time after the free look period before you
turn age 85.  Under certain circumstances, we may waive the minimum
premium payment requirement.  We may also change the minimum initial or
additional premium requirements for certain group or sponsored
arrangements.  An initial or additional premium payment that would cause
the contract value of all annuities that you maintain with us to exceed
$1,000,000 requires our prior approval.

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium and credit within 2 business days
after receipt, if the application and all information necessary for
processing the Contract are complete.  Subsequent premium payments and
credits will be processed within 1 business day if all information
necessary is received.  In certain states we also accept
initial and additional premium payments by wire order.  Wire transmittals
must be accompanied by sufficient electronically transmitted data.  We may
retain your initial premium payments for up to 5 business days while attempting
to complete an incomplete application.  If the application cannot be
completed within this period, we will inform you of the reasons for the delay.
We will also return the premium payment immediately unless you direct us to
hold the premium payment until the application is completed.  For initial
premium payments,the payment will be credited at the accumulation unit value
next determined after receipt of your premium payment and the completed
application.  Once the completed application is received, we will allocate the
payment and credit to the subaccount and/or Fixed Interest Allocation specified
by you within 2 business days.  We will make inquiry to discover any missing
information related to subsequent payments.  For any subsequent premium
payments, the payment and credit will be credited at the accumulation
unit value next determined after receipt of your premium payment and
instructions.


                                   21

<PAGE>
<PAGE>

Once we allocate your premium payment and credit to the subaccounts
selected by you, we convert the premium payment and credit into
accumulation units.  We divide the amount of the premium payment and
credit allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to determine the number of
accumulation units of the subaccount to be held in Account B with respect
to your Contract.  The net investment results of each subaccount vary
with its investment performance.

If your premium payment was transmitted by wire order from your broker-
dealer, we will follow one of the following two procedures after we
receive and accept the wire order and investment instructions.  The
procedure we follow depends on state availability and the procedures of
your broker-dealer.

     (1)  If either your state or broker-dealer do not permit us to issue
     a Contract without an application, we reserve the right to rescind
     the Contract if we do not receive and accept a properly completed
     application or enrollment form within 5 days of the premium
     payment.  If we do not receive the application or form within 5
     days of the premium payment, we will refund the contract value plus
     any charges we deducted, and the Contract will be voided.  Some
     states require that we return the premium paid, in which case we
     will comply.

     (2)  If your state and broker-dealer allow us to issue a Contract
     without an application, we will issue and mail the Contract to you,
     together with an Application Acknowledgement Statement for your
     execution.  Until our Customer Service Center receives the executed
     Application Acknowledgement Statement, neither you nor the broker-
     dealer may execute any financial transactions on your Contract
     unless they are requested in writing by you. We may require
     additional information before complying with your request
     (e.g., signature guarantee).

In some states, we may require that an initial premium designated for a
subaccount of Account B or the Fixed Account be allocated with the added
credit to a subaccount specially designated by the Company (currently,
the Liquid Asset subaccount) during the free look period.  After the free
look period, we will convert your contract value (your initial premium
and credit plus any earnings less any expenses) into accumulation units
of the subaccounts you previously selected.  The accumulation units will
be allocated based on the accumulation unit value next computed for each
subaccount.  Initial premiums designated for Fixed Interest Allocations
will be allocated with the added credit to a Fixed Interest Allocation
with the guaranteed interest period you have chosen; however, in the
future we may allocate the premiums and credits to the specially
designated subaccount during the free look period.

ADDITIONAL CREDIT TO PREMIUM
A credit will be added to your contract value based on each premium
payment.  The credit will be added proportionally to each subaccount and
Fixed Interest Allocation as the premium payment is allocated.  The
credit is a minimum of 4% of the premium payment.  We may increase the
credit at our discretion.  If we increase the credit we may reduce it
also at our discretion, but we will not reduce it below the minimum
credit of 4%, and we will give at least 30 days notice of any planned
reduction.

The credit constitutes earnings (and not premiums paid by you) for federal
tax purposes.

In any of the following circumstances, we deduct a credit from the amount
we pay to you or your beneficiary:

     (1) If you return your Contract within the free look period, we
         will deduct the credit from the refund amount;

                                   22

<PAGE>
<PAGE>

     (2) If a death benefit of contract value becomes payable, we will
         deduct any credits added to your contract within 1 year prior
         to death; and

     (3) If we waive any surrender charge, we will deduct any credit
         added to your contract value within 1 year.

If we deduct a credit from any amount we pay to you, we will deduct the
full dollar amount of the credit.  You will retain any gains, and you will
also bear any losses, that are attributable to the credit we deduct.

Once we have waived any surrender charge, we will not add any additional
credit to any additional premium you pay on or after the date of any such
waiver.

CONTRACT VALUE
We determine your contract value on a daily basis beginning on the
contract date.  Your contract value is the sum of (a) the contract value
in the Fixed Interest Allocations, and (b) the contract value in each
subaccount in which you are invested.

  CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS.  The contract value in
your Fixed Interest Allocation is the sum of premium payments and credits
allocated to the Fixed Interest Allocation under the Contract, plus
contract value transferred to the Fixed Interest Allocation, plus
credited interest, minus any transfers and withdrawals from the Fixed
Interest Allocation (including any Market Value Adjustment applied to
such withdrawal), contract fees, (including, in some cases, fees for
optional benefit riders) and premium taxes.

  CONTRACT VALUE IN THE SUBACCOUNTS.  On the contract date, the contract
value in the subaccount in which you are invested is equal to the initial
premium paid and added credit that was designated to be allocated to the
subaccount. On the contract date, we allocate your contract value to each
subaccount and/or a Fixed Interest Allocation specified by you, unless
the Contract is issued in a state that requires the return of premium
payments during the free look period, in which case, the portion of your
initial premium and added credit not allocated to a Fixed Interest
Allocation may be allocated to a subaccount specially designated by the
Company during the free look period for this purpose (currently, the
Liquid Asset subaccount).

On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:

     (1) We take the contract value in the subaccount at the end of the
         preceding business day.

     (2) We multiply (1) by the subaccount's Net Investment Factor since
         the preceding business day.

     (3) We add (1) and (2).

     (4) We add to (3) any additional premium payments and credits, and
         then add or subtract any transfers to or from that subaccount.

     (5) We subtract from (4) any withdrawals and any related charges,
         and then subtract any contract fees (including any rider charges)
         and premium taxes.

                                   23

<PAGE>
<PAGE>

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract.  The cash surrender value will fluctuate daily based on the
investment results of the subaccounts in which you are invested and
interest credited to Fixed Interest Allocations and any Market Value
Adjustment.  We do not guarantee any minimum cash surrender value.  On
any date during the accumulation phase, we calculate the cash surrender
value as follows: we start with your contract value, then we adjust for
any Market Value Adjustment, and then we deduct any surrender charge, any
charge for premium taxes, the annual contract administrative fee
(unless waived), any optional benefit rider charges, and any other charges
incurred but not yet deducted.

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is living
and before the annuity start date.  A surrender will be effective on the
date your written request and the Contract are received at our Customer
Service Center.  We will determine and pay the cash surrender value at
the price next determined after receipt of all paperwork required in
order for us to process your surrender.  Once paid, all benefits under
the Contract will be terminated.  For administrative purposes, we will
transfer your money to a specially designated subaccount (currently the
Liquid Asset subaccount) prior to processing the surrender.  This
transfer will have no effect on your cash surrender value.  You may
receive the cash surrender value in a single sum payment or apply it
under one or more annuity options.  We will usually pay the cash
surrender value within 7 days.

Consult your tax adviser regarding the tax consequences associated with
surrendering your Contract.  A surrender made before you reach age 59 1/2
may result in a 10% tax penalty.  See "Federal Tax Considerations" for
more details.

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract.
These subaccounts will invest in investment portfolios we find suitable
for your Contract.

We may amend the Contract to conform to applicable laws or governmental
regulations.  If we feel that investment in any of the investment
portfolios has become inappropriate to the purposes of the Contract, we
may, with approval of the SEC (and any other regulatory agency, if
required) substitute another portfolio for existing and future
investments.  If you electd the dollar cost averaging, systematic
withdrawals, or automatic rebalancing programs or if you have other
outstanding instructions, and we substitute a portfolio subject to
those instructions, we will execute your instructions using the
substituted portfolio, unless you request otherwise.

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.

OPTIONAL RIDERS
Subject to state availability, you may elect one of three optional
benefit riders discussed below.  You may not add more than one of these
three riders to your Contract.  There are separate charges for each
rider.

                                   24

<PAGE>
<PAGE>

Once elected, the riders generally may not be cancelled.  This
means once you add the rider you may not remove it, and charges will be
assessed regardless of the performance of your Contract.  Please see
"Charges and Fees - Optional Rider Charges" for information on rider
charges.

THE OPTIONAL RIDERS MAY NOT BE AVAILABLE FOR ALL INVESTORS.  THEY SHOULD BE
ANALYZED THOROUGHLY AND UNDERSTOOD COMPLETELY BEFORE BEING ELECTED.  THE
OPTIONAL RIDERS DO NOT GUARANTEE ANY RETURN OF PRINCIPAL OR PREMIUM
PAYMENTS AND DO NOT GUARANTEE PERFORMANCE OF ANY SPECIFIC INVESTMENT
PORTFOLIO UNDER THE CONTRACT.  YOU SHOULD CONSULT A QUALIFIED FINANCIAL
ADVISER IN EVALUATING THE RIDERS.

THE OPTIONAL RIDERS MAY NOT BE APPROVED IN ALL STATES.  CHECK WITH OUR
CUSTOMER SERVICE CENTER FOR AVAILABILITY IN YOUR STATE.  THE TELEPHONE
NUMBER IS (800)366-0066.

RIDER DATE
We use the term rider date in the discussion of the optional benefit
riders below.  The rider date is the date an optional benefit rider
becomes effective.  The rider date is also the contract date if the rider
was purchased at the time the Contract is issued.

SPECIAL FUNDS
We use the term Special Funds in the discussion of the Minimum Guaranteed
Accumulation Benefit rider (with the 20-year waiting period) and the
Minimum Guaranteed Income Benefit rider.  The Special Funds refer to the
Liquid Asset subaccount, Limited Maturity Bond subaccount and the Fixed
Interest Allocations.  The Company may designate new and/or existing
subaccounts as a Special Fund with 30 days notice at any time, including
during the life of a rider.

NO CANCELLATION
Once you purchase a rider, the rider may not be cancelled, unless you cancel
the Contract during the Contract's free look period, surrender, annuitize or
otherwise terminate the Contract which automatically cancels any attached
rider. Once theContract continues beyond the free look period, you may not
at any time cancel the rider, except with respect to a one-time right to
cancel the twenty-year option of the Minimum Guaranteed Accumulation
Benefit rider under specified conditions. The Company may, at its
discretion, cancel and/or replace a rider at your request in order
to renew or reset a rider.

TERMINATION
The optional riders are "living benefits." This means that the guaranteed
benefits offered by the riders are intended to be available to you while you
are living and while your Contract is in the accumulation phase.  The
optional riders automatically terminate (and all benefits under the rider
will cease) if you annuitize, surrender or otherwise terminate your
Contract or die (first owner to die if there are multiple contract
owners, or at death of annuitant if contract owner is not a natural
person), unless your spouse beneficiary elects to continue the Contract,
during the accumulation phase.  The optional rider will also terminate if
there is a change in contract ownership (other than a spousal beneficiary
continuation on your death).  Other circumstances which may cause a
particular optional rider to terminate automatically are discussed below
with the applicable rider.

MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB) RIDER
The MGAB rider is an optional benefit which provides you with an MGAB
benefit intended to guarantee a minimum contract value at the end of
a specified waiting period.  The MGAB is a one-time adjustment to your contract

                                   25

<PAGE>
<PAGE>

value in the event your contract value on the MGAB Benefit Date is
less than the MGAB Base.  The MGAB rider may offer you protection
in the event your contract value loses value during the MGAB waiting period.
For a discussion of the charges we deduct under the MGAB rider, see
"Optional Rider Charges."

The MGAB rider offers a ten-year option and a twenty-year option, of
which you may purchase only one.  The ten-year option has a waiting
period of ten years and guarantees that your contract value at the end of
ten years will at least equal your initial premium payment plus credits,
reduced pro rata for withdrawals. Transfers made within 3 years prior to the
MGAB Benefit Date will also reduce the benefit pro rata.  The twenty-year
option has a waiting period of twenty years and guarantees that your contract
value at the end of twenty years will at least equal two times your initial
premium payment plus credits, reduced pro rata for withdrawals, and
reduced for transfers made within 3 years prior to the MGAB Benefit Date.
On the MGAB Benefit Date, which is the next business day after the applicable
waiting period, we calculate your Minimum Guaranteed Accumulation Benefit.

  CALCULATING THE MGAB.  We calculate your MGAB as follows:

     1.   WE FIRST DETERMINE YOUR MGAB BASE.  The MGAB Base is only a
calculation used to determine the MGAB.  It does not represent a contract
value, nor does it guarantee performance of the subaccounts in which you
are invested.  It is also not used in determining the amount of your annuity
income, cash surrender value and death benefits.

       If you purchased the MGAB rider on the contract date, and

            (i)  elected the ten-year option, your MGAB Base is equal to
                 your initial premium and credit, plus any additional premium
                 and credit added to your Contract during the 2-year period
                 after your rider date, reduced pro rata for any withdrawals
                 and reduced for any transfers made within the last 3 years; or

            (ii) elected the twenty-year option, except for the Special Funds
                 which require special calculations, your MGAB Base is equal
                 to your initial premium and credit, plus any additional
                 premium and credit added to your Contract during the 2-year
                 period after your contract date, accumulated at the MGAB Base
                 Rate, reduced pro rata for any withdrawals and reduced for
                 any transfers made within the last 3 years.  The MGAB Base
                 Rate for allocations other than allocations to the Special
                 Funds is the annual effective rate of 3.5265%. Accumulation
                 of eligible additional premiums starts on the date the premium
                 was received.

       ONLY PREMIUMS AND CREDITS ADDED TO YOUR CONTRACT DURING THE 2-YEAR
       PERIOD AFTER YOUR RIDER DATE ARE INCLUDED IN THE MGAB BASE. ANY
       ADDITIONAL PREMIUM PAYMENTS YOU ADDED TO YOUR CONTRACT AFTER
       THE SECOND RIDER ANNIVERSARY ARE NOT INCLUDED IN THE MGAB BASE.
       Thus, the MGAB rider may not be appropriate for you if you plan
       to add substantial premium payments after your second rider
       anniversary.

       If you purchased the MGAB rider after the contract date, your
       MGAB Base is equal to your contract value on the rider date, plus
       premiums and credits added during the 2-year period after your
       rider date.  Withdrawals taken while the MGAB rider is in effect,
       as well as transfers made within 3 years prior to the MGAB Benefit
       Date, will reduce the value of your MGAB Base pro rata.  This means that
       the MGAB Base (and the MGAB Charge Base) will be reduced by the same
       percent as the percent of contract value that was withdrawn
       (or transferred).  We will look to your contract value immediately
       before the withdrawal or transfer when we determine this percent.

                                   26

<PAGE>
<PAGE>

       For any Special Fund under the twenty-year option, if the actual
       interest credited to and/or the investment earnings of the
       contract value allocated to the Special Fund over the calculation
       period is less than the amount calculated under the formula
       above, that lesser amount becomes the increase in your MGAB Base
       for the Special Fund for that period.  THE MGAB RATE FOR EACH SPECIAL
       FUND MAY BE POSITIVE OR NEGATIVE.  Thus, investing in the Special Funds
       may limit the MGAB benefit.

       Under the 20-year option, adding the rider after the contract date,
       payment of premiums after the rider date, and/or investments in the
       Special Funds may prevent the MGAB Base from doubling over the
       waiting period.

         2. WE THEN SUBTRACT YOUR THEN CONTRACT VALUE ON THE MGAB BENEFIT
            DATE FROM YOUR MGAB BASE.
            The contract value that we subtract includes both the contract
            value in the  subaccounts in which you are invested and the
            contract value in your Fixed Interest Allocations, if any.

         3. ANY POSITIVE DIFFERENCE IS YOUR MGAB. If there is a MGAB,
            we will automatically credit it on the MGAB Benefit Date to
            the subaccounts in which you are invested pro rata based on
            the proportion of your contract value in the subaccounts on
            that date, unless you have previously given us other allocation
            instructions.  If you do not have an investment in any subaccount
            on the MGAB Benefit Date, we will allocate the MGAB to the Liquid
            Asset subaccount on your behalf.  After the crediting of the MGAB,
            the amount of your annuity income, cash surrender value and death
            benefits will reflect the crediting of the MGAB to your contract
            value to the extent the contract value is used to determine such
            value.

  WITHDRAWALS AND TRANSFERS.  We will reduce your MGAB Base and the MGAB
Charge Base pro rata to the percentage of contract value of any withdrawals
you make after the rider date but prior to the MGAB Benefit Date. Any transfers
you make within three years prior to the MGAB Benefit Date will reduce the MGAB
Base and the MGAB Charge Base pro rata to the percentage of contract value
transferred.  Transfers you make before this date will have no immediate impact
on the MGAB Base.  Any transfers to and from the subaccounts and Special Funds
in which you are invested will cause your MGAB Base to be reallocated pro rata
based on the percentage of contract value.  Transfers to one or more Special
Funds could reduce your MGAB benefit.

  PURCHASE.  To purchase the MGAB rider, you must be age 80 or younger on
the rider date if you choose the ten-year option and age 65 or younger on
the rider date if you choose the twenty-year option.  The waiting period
must end at or before your annuity start date.  The MGAB rider may be
purchased (i) on the contract date, and (ii) within 30 days following the
contract date.  For contracts issued more than 30 days before the date
this rider first became available in your state, the Company may in its
discretion allow purchase of this rider during the 30-day period
preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later.

  THE MGAB BENEFIT DATE.  If you purchased the MGAB rider on the contract
date or added the MGAB rider within 30 days following the contract date,
the MGAB Benefit Date is your 10th contract anniversary for the ten-year
option or 20th contract anniversary for the twenty-year option.  If you
added the MGAB rider during the 30-day period preceding your first
contract anniversary after the date of this prospectus, your MGAB Benefit
Date will be the first contract anniversary occurring after 10 years (for the
ten-year option) or 20 years (for the twenty-year option) after the rider
date.  The MGAB rider is not available if the MGAB Benefit Date would
fall beyond the latest annuity start date.

  CANCELLATION.  If you elected the twenty-year option, you have a one-
time right to cancel the MGAB rider on your first contract anniversary
that is at least 10 years after the rider date. If you purchase the MGAB
rider during the 30-day period following the contract date, your one-time
right to cancel the rider occurs on the tenth anniversary of your contract
date.  To cancel, you need to send written notice to our Customer Service
Center at least 30 days before such anniversary date.  If the MGAB rider is
terminated before the MGAB Benefit Date, you will not be credited with the
MGAB and we will assess the pro rata portion of the MGAB rider charge for
the current quarter.

                                   27

<PAGE>
<PAGE>

  NOTIFICATION.  Any crediting of the MGAB will be reported in your first
quarterly statement following the MGAB Benefit Date.

MINIMUM GUARANTEED INCOME BENEFIT (MGIB) RIDER.
The MGIB rider is an optional benefit which guarantees that a minimum amount
of annuity income will be available to you if you annuitize on the MGIB Benefit
Date, regardless of fluctuating market conditions.  The amount of the Minimum
Guaranteed Income Benefit will depend on the amount of premiums you pay during
the five contract years after you purchase the rider, the credit(s) we add, the
amount of contract value you allocate or transfer to the Special Funds, the
MGIB Rate (7% for all portfolios except the Special Funds), the adjustments for
Special Fund Transfers, and the dollar amount of any withdrawals you take while
the rider is in effect.  For a discussion of the charges we deduct under the
MGIB rider, see "Optional Rider Charges."  Ordinarily, the amount of income
that will be available to you on the annuity start date is based on your
contract value, the annuity option you selected and the guaranteed or income
factors in effect on the date you annuitize.  If you purchase the MGIB rider,
the minimum amount of income that will be available to you upon annuitization
on the MGIB Benefit Date is the greatest of:

       (i)  your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the guaranteed income factors
            specified in your Contract for the annuity option you
            selected;

       (ii) your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the then current income
            factors in effect for the annuity option you selected;
            and

       (iii)the MGIB annuity income based on your MGIB Base
            on the MGIB Benefit Date applied to the MGIB income
            factors specified in your rider for the MGIB annuity
            option you selected.  Prior to applying the MGIB income
            factors, we will adjust the MGIB Base for any surrender
            charges, premium tax recovery and Market Value Adjustments
            that would otherwise apply at annuitization.

Prior to your latest annuity start date, you may choose to exercise your right
to receive payments under the MGIB rider on the MGIB Benefit Date.  Payments
under the rider begin on the MGIB Benefit Date.  We require a 10-year waiting
period before you can annuitize under the MGIB rider benefit. The MGIB must be
exercised in the 30-day period prior to the end of the waiting period or any
subsequent contract anniversary.  At your request,the Company may in its
discretion extend the latest contract annuity start date without extending the
MGIB Benefit Date.

  DETERMINING THE MGIB ANNUITY INCOME.  On the MGIB Benefit Date, we
calculate your MGIB annuity income as follows:

    1. WE FIRST DETERMINE YOUR MGIB BASE.  The MGIB Base is only a
calculation used to determine the MGIB.  The MGIB Base does not represent a
contract value, nor does it guarantee performance of the subaccounts in which
you are invested.  It is also not used in determining the amount of your cash
surrender value and death benefits.  Any reset of contract value under
provisions of the Contract or other riders will not increase the MGIB Base
or MGIB Base Maximum.

            (i)  If you purchased the MGIB rider on the contract date, except
                 for the Special Funds which require special calculations,
                 the MGIB Base is equal to your initial premiums and credit,
                 plus any additional premiums and credits added to your
                 Contract during the 5-year period after your contract date,
                 accumulated at the MGIB Base Rate (7% for all portfolios
                 except the Special Funds), reduced pro rata by all withdrawals
                 taken while the MGIB rider is in effect. Premiums and credits
                 paid after the 5th contract anniversary are excluded from the
                 MGIB Base.

                                   28

<PAGE>
<PAGE>

            (ii) If you purchased the MGIB rider after the contract date,
                 except for the Special Funds which require special
                 calculations, your MGIB Base is equal to your contract value
                 on the rider date plus any additional premiums and credits
                 added to your Contract during the 5-year periods after your
                 rider date, accumulated at the MGIB Base Rate (7% for all
                 portfolios except the Special Funds), reduced  pro rata by all
                 withdrawals taken while the MGIB rider is in effect. Such
                 additional premium payments and credits added more than 5 years
                 before the earliest MGIB Benefit Date are included in the MGIB
                 Base. Premiums and credits paid after the 5th contract
                 anniversary are excluded from the MGIB Base.

            (iii)For any Special Fund, if the actual earnings and/or the
                 interest credited to the contract value allocated to the
                 Special Fund over the calculation period is less than
                 the amount determined under the formula above, that
                 lesser amount becomes the change in your MGIB Base
                 for the Special Fund.    THE MGIB RATE FOR EACH SPECIAL
                 FUND MAY BE POSITIVE OR NEGATIVE.  Thus, investing in
                 the Special Funds may significantly limit the MGIB benefit.

            Of course, regardless of when purchased or how you invest,
            withdrawals will reduce the value of your MGIB
            Base pro rata to the percentage of the contract value withdrawn.

            We offer a 7% MGIB Base Rate, except for the Special Funds.
            The Company may at its discretion discontinue offering
            this rate.  The MGIB Base Rate is an annual effective rate.

            The MGIB Base is subject to the MGIB Base Maximum.  The MGIB
            Base Maximum is the amount calculated above until the
            earlier of: (i) the date the oldest contract owner reaches
            age 80, or (ii) the date the MGIB Base reaches two times the
            MGIB Eligible Premiums and credits, adjusted for any
            withdrawals.  MGIB Eligible Premiums is the total of
            premiums paid during the first 5 years after the rider date.

    2. THEN WE DETERMINE THE MGIB ANNUITY INCOME BY MULTIPLYING YOUR MGIB BASE
(ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, SURRENDER CHARGE AND PREMIUM TAXES)
BY THE INCOME FACTOR, AND THEN DIVIDE BY $1000.

Two MGIB Income Options are available under the MGIB Rider:

   (i)   Income for Life (Single Life or Joint with 100% Survivor) and
         10-30 Year Certain;

   (ii)  Income for a 20-30 Year Period Certain; or

   (iii) Any other income plan offered by the Company in connection with
         the MGIB rider on the MGIB Benefit Date.


        On the MGIB Benefit Date, we would apply the MGIB Base using the Table
        of Income Factors specified in the MGIB rider for the Income Option
        you selected.  The guaranteed factors contained in the MGIB rider
        generally provide lower payout per $1,000 of value applied
        than the guaranteed factors
        found in your Contract.

  Then we compare the MGIB annuity income under the rider guarantee for the
option selected with the annuity income under your Contract guarantee for the
same option.  The greater amount of income will be available to you on the MGIB
Benefit Date.

  WITHDRAWALS AND TRANSFERS.  We will reduce the MGIB Base and the MGIB
Base Maximum pro rata by the percentage of contract value of any
withdrawals you make. Any transfers to and from the subaccounts and
Special Funds in which you are invested will cause your MGIB Base to be
reallocated pro rata based on the percentage of contract value you
transfer.  This could reduce the MGIB benefit.

  PURCHASE.  To purchase the MGIB rider, you must be age 79 or younger on
the rider date and the ten-year waiting period must end at or prior to
the latest annuity start date.  The MGIB rider must be purchased (i) on
the contract date, or (ii) within thirty days after the contract date.
For contracts issued more than 30 days before the date this rider first
became available in your state, the Company may in its discretion allow
purchase of this rider during the 30-day period preceding the first
contract anniversary after the date of this prospectus, or the date of
state approval, whichever is later. There is a ten year waiting period
before you can annuitize under the MGIB rider.

   THE MGIB BENEFIT DATE.  If you purchased the MGIB rider on the contract
date or added the MGIB rider within 30 days following the contract date, the
MGIB Benefit Date is the contract anniversary on or after the tenth contract
anniversary when you decide to exercise your right to annuitize under the
MGIB Rider.  If you added the MGIB rider during the 30-day period preceding
your first contract anniversary after the date of this prospectus, your MGIB
Benefit Date is any contract anniversary on or after the tenth contract
anniversary fromthe rider date when you decide to exercise your right to
annuitize under the MGIB Rider.

  NO CHANGE OF ANNUITANT.  Once the MGIB rider is purchased, the annuitant
may not be changed except for the following exception.  If an annuitant who
is not a contract owner dies prior to annuitization, a new annuitant may
be named in accordance with the provisions of your Contract.  The MGIB
Base is unaffected and continues to accumulate.

  NOTIFICATION.  On or about 30 days prior to the MGIB Benefit Date, we will
provide you with notification which will include an estimate of the amount
of MGIB annuity benefit available if you choose to exercise.  The actual

                            29

<PAGE>
<PAGE>

amount of the MGIB annuity benefit will be determined as of the MGIB Benefit
Date.

THE MGIB RIDER DOES NOT RESTRICT OR LIMIT YOUR RIGHT TO ANNUITIZE THE
CONTRACT AT ANY TIMES PERMITTED UNDER THE CONTRACT. THE MGIB RIDER DOES NOT
RESTRICT YOUR RIGHT TO ANNUITIZE THE CONTRACT USING CONTRACT VALUES
THAT MAY BE HIGHER THAN THE MGIB ANNUITY BENEFIT.

THE BENEFITS ASSOCIATED WITH THE MGIB RIDER ARE AVAILABLE ONLY IF YOU
ANNUITIZE YOUR CONTRACT UNDER THE RIDER AND IN ACCORDANCE WITH THE PROVISIONS
SET FORTH ABOVE.   ANNUITIZING USING THE MGIB MAY RESULT IN THE MORE
FAVORABLE STREAM OF INCOME PAYMENTS UNDER YOUR CONTRACT.  BECAUSE THE MGIB
RIDER IS BASED ON CONSERVATIVE ACTURIAL FACTORS, THE LEVEL OF LIFETIME INCOME
THAT IT GUARANTEES MAY BE LESS THAN THE LEVEL THAT MIGHT BE PROVIDED BY THE
APPLICAITON OF YOUR CONTRACT VALUE TO THE CONTRACTS APPLICABLE ANNUITY FACTORS.
YOU SHOULD CONSIDER ALL OF YOUR OPTIONS AT THE TIME YOU BEGIN THE INCOME PHASE
OF YOUR CONTRACT.

MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB) RIDER
The MGWB rider is an optional benefit which guarantees that if your contract
value is reduced to zero you will receive periodic payments equal to all
premium payments and credits paid during the first two contract years (Eligible
Payment Amount) adjusted for any prior withdrawals.  To maintain this guarantee,
withdrawals in any contract year may not exceed 7% of your Eligible Payment
Amount. If your contract value is reduced to zero, your periodic payments will
be 7% of your Eligible Payment Amount every year. Payments continue until your
MGWB Withdrawal Account is reduced to zero.  For a discussion of the charges we
deduct under the MGWB rider, see "Optional Rider Charges."  Each payment you
receive under the MGWB rider will be taxed as a withdrawal and may be subject
to a penalty tax.  See "Withdrawals" and "Federal Tax Considerations" for more
information.  Your original Eligible Payment Amount depends on when you purchase
the MGWB rider and is:

       (i)  if you purchased the MGWB rider on the contract date, your
            premium payments and credits received during the first two
            contract years; or
       (ii) if you purchased the MGWB rider after the contract date,
            your contract value on the rider date, including any
            premiums and credits received that day, and any subsequent
            premium payments and credits received during the two-year
            period commencing on the rider date.


   THE MGWB WITHDRAWAL ACCOUNT. The MGWB Withdrawal Account is only a
calculation which represents the remaining amount available for periodic
payments under the MGWB rider.  It does not represent a contract value,
nor does it guarantee performance of the subaccounts in which you are invested.
It will not affect your annuitization, surrender and death benefits.  The MGWB
Withdrawal Account is equal to the Eligible Payment Amount adjusted for any
withdrawals.  Withdrawals of up to 7% per year of the Eligible Payment Amount
will reduce the value of your MGWB Withdrawal Account by the dollar amount of
the withdrawal.  Any withdrawals greater than 7% per year of the Eligible
Payment Amount will cause a reduction in both the MGWB Withdrawal Account,
and the Eligible Payment Amount by the proportion that the withdrawal bears
to the contract value at the time of the withdrawal.  The MGWB Withdrawal
Account is also reduced by the amount of any periodic payments paid under the
MGWB rider once your contract value is zero.

   GUARANTEED WITHDRAWAL STATUS.  You may continue to make withdrawals in
any amount permitted under your Contract so long as your contract value
is greater than zero.  See "Withdrawals."  However, making any withdrawals
in any year greater than 7% per year of the Eligible Payment Amount will reduce
the Eligible Payment Amount for future withdrawals and payments under the
MGWB rider by the proportion that the withdrawal bears to the contract value at
the time of the withdrawal.  The MGWB rider will remain in force and you may
continue to make withdrawals each year so long as:

       (i)   your contract value is greater than zero;
       (ii)  your MGWB Withdrawal Account is greater than zero;
       (iii) your latest allowable annuity start date has not been
             reached;

                                   30

<PAGE>
<PAGE>

       (iv)  you have not elected to annuitize your Contract; and
       (v)   you have not died (unless your spouse has elected to
             continue the contract), changed the ownership of the
             Contract or surrendered the Contract.

The standard Contract provision limiting withdrawals to no more than 90%
of the cash surrender value is not applicable under the MGWB rider.

 WITHDRAWAL ADJUSTMENTS.  We will reduce the MGWB Withdrawal Account by
the dollar amount of any withdrawal taken up to 7% per year of the Eligible
Payment Amount.  Any withdrawal taken in excess of 7% per year of the Eligible
Payment Amount will reduce both the MGWB Withdrawal Account and the Eligible
Payment Amount, pro rata in proportion to the percentage of contract
value withdrawn.  If a withdrawal reduces the MGWB Withdrawal Account to zero,
the MGWB rider terminates and no further benefits are payable under the rider.

   AUTOMATIC PERIODIC BENEFIT STATUS.  Under the MGWB rider, in the event
your contract value is reduced to zero your Contract is given what we refer
to as Automatic Periodic Benefit Status, if:

       (i)   your MGWB Withdrawal Account is greater than zero;
       (ii)  your latest allowable annuity start date has not been
             reached;
       (iii) you have not elected to annuitize your Contract; and
       (iv)  you have not died, changed the ownership of the Contract or
             surrendered the Contract.

  Once your Contract is given Automatic Periodic Benefit Status, we will
pay you the annual MGWB periodic payments, beginning on the next contract
anniversary,equal to the lesser of the remaining MGWB Withdrawal Account
or 7% annually of your Eligible Payment Amount until the earliest of (i) your
contract's latest annuity start date, (ii) the death of the owner;
or (iii) until your MGWB Withdrawal Account is exhausted.  We will reduce
 the MGWB Withdrawal Account by the amount of each payment.  Once your
Contract is given Automatic Periodic Benefit Status, (that is, your contract
value is zero) we will not accept any additional premium payments in your
Contract, and the Contract will not provide any benefits except those provided
by the MGWB rider.  Any other rider terminates.  Your Contract will remain in
Automatic Periodic Benefit Status until the earliest of (i) payment of all MGWB
periodic payments (ii) payment of the Commuted Value (defined below) or (iii)
the owner's death has occurred.

  On the contract's latest annuity start date, in lieu of making the remaining
MGWB periodic payments, we will pay you the Commuted Value of your MGWB
periodic payments remaining.  We may, at our option, extend your annuity
start date in order to continue the MGWB periodic payments. The Commuted
Value is the present value of any then remaining MGWB periodic payments at
the current interest rate plus 0.50%.  The current interest rate will be
determined by the average of the Ask Yields for U.S. Treasury Strips as
quoted by a national quoting service for period(s) applicable to the remaining
payments.   Once the last MGWB periodic payment is made or we pay you the
Commuted Value, your Contract and the MGWB rider terminate.

                                   31

<PAGE>
<PAGE>
   DEATH BENEFIT DURING AUTOMATIC PERIODIC BENEFIT STATUS.  If you have
never withdrawn more than 7% per year of the Eligible Payment Amount and
you elected the 7% Solution Enhanced Death Benefit in your Contract
(or you elected the Combination Enhanced Death Benefit resulting in the 7%
Solution Enhanced Death Benefit as the actual death benefit), the
death benefit otherwise payable under the terms of your Contract will
remain in force during any Automatic Periodic Benefit Status.  In determining
the amount of the death benefit during the Automatic Periodic Benefit Status
we deem your contract value to be zero and treat the MGWB periodic payments as
withdrawals.  In all other cases, the death benefit payable during Automatic
Periodic Benefit Status is your MGWB Withdrawal Account which equals the sum
of the remaining MGWB periodic payments. If you elected the Combination
Enhanced Death Benefit, then the 7% Solution and The Annual Ratchet
Components shall each be calculated as if each were the elected death
benefit option.

 PURCHASE.  To purchase the MGWB rider, you must be age 80 or younger
on the rider date.  The MGWB rider must be purchased (i) on the contract
date, or (ii) within 30 days after the contract date.  For contracts issued
more than 30 days before the date this rider first became available in your
state, the Company may in its discretion allow purchase of this rider during
the 30-day period preceding the first contract anniversary after the date of
this prospectus, or the date of state approval, whichever is later.

OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the same
portfolios of the Trusts.  These contracts have different charges that
could effect their performance, and may offer different benefits more
suitable to your needs.  To obtain more information about these other
contracts, contact our Customer Service Center or your registered
representative.

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit
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.  The Free Withdrawal Amount in
any Contract year is 10% of your contract value on the date of the
withdrawal less any withdrawals during that contract year.

You need to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn,
otherwise the withdrawal will be made on a pro rata basis from all of the
subaccounts in which you are invested.  If there is not enough contract
value in the subaccounts, we will deduct the balance of the withdrawal
from your Fixed Interest Allocations starting with the guaranteed
interest periods nearest their maturity dates until we have honored your
request.  We will apply a Market Value Adjustment to any withdrawal from
your Fixed Interest Allocation taken more than 30 days before its
maturity date.  We will determine the contract value as of the close of
business on the day we receive your withdrawal request at our Customer
Service Center.  The contract value may be more or less than the premium
payments made.

For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Liquid Asset subaccount) prior to
processing the withdrawal.  This transfer will not effect the withdrawal
amount you receive.

                                   32

<PAGE>
<PAGE>
Please be aware that the benefit we pay under certain optional benefit riders
will be reduced by any withdrawals you take while the rider is in effect.  See
"Optional Riders."

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals.  Each
withdrawal must be a minimum of $100.  We will apply a Market Value
Adjustment to any regular withdrawal from a Fixed Interest Allocation
that is taken more than 30 days before its maturity date.

SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawal payments (1)
from the contract value in the subaccounts in which you are invested, or
(2) from the interest earned in your Fixed Interest Allocations.
Systematic withdrawals may be taken monthly, quarterly or annually.  You
decide when you would like systematic payments to start as long as it is
at least 28 days after your contract date.  You also select the date on
which the systematic withdrawals will be made, but this date cannot be
later than the 28th day of the month.  If you have elected to receive
systematic withdrawals but have not chosen a date, we will make the
withdrawals on the same calendar day of each month as your contract date.
If your contract date is after the 28th day of the month, your systematic
withdrawal will be made on the 28th day of each month.

Each systematic withdrawal amount must be a minimum of $100.  The amount
of your systematic withdrawal can either be (1) a fixed dollar amount, or
(2) an amount based on a percentage of your contract value.  Both forms
of systematic withdrawals are subject to the following maximum, which is
calculated on each withdrawal date:

                                   MAXIMUM PERCENTAGE
                    FREQUENCY      OF CONTRACT VALUE
                    Monthly             0.833%
                    Quarterly           2.50%
                    Annually           10.00%

If your systematic withdrawal is a fixed dollar amount and the amount to
be withdrawn would exceed the applicable maximum percentage of your
contract value on any withdrawal date, we will automatically reduce the
amount withdrawn so that it equals such percentage.  Thus, your fixed
dollar systematic withdrawals will never exceed the maximum percentage.
If you want fixed dollar systematic withdrawals to exceed the maximum
percentage and are willing to incur associated surrender charges,
consider the Fixed Dollar Systematic Withdrawal Feature which you may add
to your regular fixed dollar systematic withdrawal program.

If your systematic withdrawal is based on a percentage of your contract
value and the amount to be withdrawn based on that percentage would be
less than $100, we will automatically increase the amount to $100 as long
as it does not exceed the maximum percentage.  If the systematic
withdrawal would exceed the maximum percentage, we will send the amount,
and then automatically cancel your systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to
interest earnings during the prior month, quarter, or year, depending on
the frequency you chose.  Systematic withdrawals are not subject to a
Market Value Adjustment, unless you have added the Fixed Dollar
Systematic Withdrawal Feature discussed below and the payments exceed
interest earnings.  Systematic withdrawals from Fixed Interest
Allocations under the Fixed Dollar Systematic Withdrawal Feature are
available only in connection with

                                   33

<PAGE>
<PAGE>

Section 72(q) and 72(t) distributions.  A Fixed Interest Allocation may
not participate in both the systematic withdrawal option and the dollar
cost averaging program at the same time.

You may change the amount or percentage of your systematic withdrawal
once each contract year or cancel this option at any time by sending
satisfactory notice to our Customer Service Center at least 7 days before
the next scheduled withdrawal date.  The systematic withdrawal option may
commence in a contract year where a regular withdrawal has been taken but
you may not change the amount or percentage of your withdrawals in any
contract year during which you have previously taken a regular
withdrawal.  You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.

  FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE.  You may add the Fixed
Dollar Systematic Withdrawal Feature to your regular fixed dollar
systematic withdrawal program.  This feature allows you to receive a
systematic withdrawal in a fixed dollar amount regardless of any
surrender charges or Market Value Adjustments.  Systematic withdrawals
from Fixed Interest Allocations under the Fixed Dollar Systematic
Withdrawal Feature are available only in connection with Section 72(q)
and 72(t) distributions.  You choose the amount of the fixed systematic
withdrawals, which may total up to a maximum of 10% of your contract
value as determined on the day we receive your election of this feature.
The maximum limit will not be recalculated when you make additional
premium payments, unless you instruct us to do so.  We will assess a
surrender charge on the withdrawal date if the withdrawal exceeds the
maximum limit as calculated on the withdrawal date.  We will assess a
Market Value Adjustment on the withdrawal date if the withdrawal from a
Fixed Interest Allocation exceeds your interest earnings on the
withdrawal date.  We will apply the surrender charge and any Market Value
adjustment directly to your contract value (rather than to the
withdrawal) so that the amount of each systematic withdrawal remains
fixed.

  Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the
maximum.  Such withdrawals are subject to surrender charges and Market
Value Adjustments when they exceed the applicable free withdrawal amount.

IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2 during
the current calendar year, you may elect to have distributions made to
you to satisfy requirements imposed by Federal tax law.  IRA withdrawals
provide payout of amounts required to be distributed by the Internal
Revenue Service rules governing mandatory distributions under qualified
plans.  We will send you a notice before your distributions commence.
You may elect to take IRA withdrawals at that time, or at a later date.
You may not elect IRA withdrawals and participate in systematic
withdrawals at the same time.  If you do not elect to take IRA
withdrawals, and distributions are required by Federal tax law,
distributions adequate to satisfy the requirements imposed by Federal tax
law may be made.  Thus, if you are participating in systematic
withdrawals, distributions under that option must be adequate to satisfy
the mandatory distribution rules imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or
annual basis.  Under this option, you may elect payments to start as
early as 28 days after the contract date.  You select the day of the
month when the withdrawals will be made, but it cannot be later than the
28th day of the month.  If no date is selected, we will make the
withdrawals on the same calendar day of the month as the contract date.

You may request that we calculate for you the amount that is required to
be withdrawn from your Contract each year based on the information you
give us and various choices you make. For information regarding

                                   34

<PAGE>
<PAGE>

the calculation and choices you have to make, see the Statement of Additional
Information.  The minimum dollar amount you can withdraw is $100.  When
we determine the required IRA withdrawal amount for a taxable year based
on the frequency you select, if that amount is less than $100, we will
pay $100. At any time where the IRA withdrawal amount is greater than the
contract value, we will cancel the Contract and send you the amount of
the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each
contract year or cancel this option at any time by sending us
satisfactory notice to our Customer Service Center at least 7 days before
the next scheduled withdrawal date.

An IRA withdrawal in excess of the amount allowed under systematic
withdrawals will be subject to a Market Value Adjustment.

CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH
TAKING WITHDRAWALS.  You are responsible for determining that withdrawals
comply with applicable law.  A withdrawal made before the taxpayer
reaches age 59 1/2 may result in a 10% penalty tax.  See "Federal Tax
Considerations" for more details.

                    TRANSFERS AMONG YOUR INVESTMENTS

You may transfer your contract value among the subaccounts in which you
are invested and your Fixed Interest Allocations at the end of the free
look period until the annuity start date.  We currently do not charge you
for transfers made during a contract year, but reserve the right to
charge $25 for each transfer after the twelfth transfer in a contract
year.  We also reserve the right to limit the number of transfers you may
make and may otherwise modify or terminate transfer privileges if
required by our business judgement or in accordance with applicable law.
We will apply a Market Value Adjustment to transfers from a Fixed
Interest Allocation taken more than 30 days before its maturity date,
unless the transfer is made under the dollar cost averaging program.
Transfers between Special Funds and other investment portfolios will
result in a transfer of the Guaranteed Death Benefit in proportion to the
contract value transferred.  In cases where more than one Guaranteed Death
Benefit exists because of such transfers, each death benefit will be
combined to calculate the total death benefit.

Please be aware that the benefit we pay under an optional benefit rider may be
effected by certain transfers you make while the rider is in effect.  Transfers
may also affect your optional rider base.  See "Optional Riders."


Transfers will be based on values at the end of the business day in which
the transfer request is received at our Customer Service Center.

The minimum amount that you may transfer is $100 or, if less, your entire
contract value held in a subaccount or a Fixed Interest Allocation.

To make a transfer, you must notify our Customer Service Center and all
other administrative requirements must be met.  Any transfer request
received after 4:00 p.m. eastern time or the close of the New York Stock
Exchange will be effected on the next business day.  Account B and the
Company will not be liable for following instructions communicated by
telephone or over the internet that we reasonably believe to be genuine.
We require personal identifying information to process a request for
transfer made over the telephone or over the internet.

DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you
have at least $1,200 of contract value in the (i) Limited Maturity Bond
subaccount or the Liquid Asset subaccount, or (ii) a Fixed Interest
Allocation with either a 6-month or a 1-year guaranteed interest period.
These subaccounts or Fixed

                                   35

<PAGE>
<PAGE>

Interest Allocations serve as the source
accounts from which we will, on a monthly basis, automatically transfer a
set dollar amount of money to other subaccounts selected by you.  We also
may offer DCA Fixed Interest Allocations, which are 6-month and 1-year
Fixed Interest Allocations available exclusively for use with the dollar
cost averaging program.  The DCA Fixed Interest Allocations require a
minimum premium payment of $1,200 directed into a DCA Fixed Interest
Allocation.

The dollar cost averaging program is designed to lessen the impact of
market fluctuation on your investment.  Since we transfer the same dollar
amount to other subaccounts each month, more units of a subaccount are
purchased if the value of its unit is low and less units are purchased if
the value of its unit is high.  Therefore, a lower than average value per
unit may be achieved over the long term.  However, we cannot guarantee
this.  When you elect the dollar cost averaging program, you are
continuously investing in securities regardless of fluctuating price
levels.  You should consider your tolerance for investing through periods
of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar
amount you want transferred under this program.  Each monthly transfer
must be at least $100.  If your source account is the Limited Maturity
Bond subaccount, the Liquid Asset subaccount or a 1-year Fixed Interest
Allocation, the maximum amount that can be transferred each month is your
contract value in such source account divided by 12.  If your source
account is a 6-month Fixed Interest Allocation, the maximum amount that
can be transferred each month is your contract value in such source
account divided by 6.  You may change the transfer amount once each
contract year.  If you have a DCA Fixed Interest Allocation, there is no
minimum or maximum transfer amount; we will transfer all your money
allocated to that source account into the subaccount(s) in equal payments
over the selected 6-month or 1-year period.  The last payment will
include earnings accrued over the course of the selected period.
If you make an additional premium into a Fixed Interest Allocation subject
to dollar cost averaging, the ammount of your transfers under the dollar
cost averaging program remains the same, unless you instruct us to increase
the transfer amount.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest
Allocation under the dollar cost averaging program are not subject to a
Market Value Adjustment.  However, if you terminate the dollar cost
averaging program for a DCA Fixed Interest Allocation and there is money
remaining in the DCA Fixed Interest Allocation, we will transfer the
remaining money to the Liquid Asset subaccount.  Such transfer will
trigger a Market Value Adjustment if the transfer is made more than 30
days before the maturity date of the DCA Fixed Interest Allocation.

If you do not specify the subaccounts to which the dollar amount of the
source account is to be transferred, we will transfer the money to the
subaccounts in which you are invested on a proportional basis.  The
transfer date is the same day each month as your contract date.  If, on
any transfer date, your contract value in a source account is equal or
less than the amount you have elected to have transferred, the entire
amount will be transferred and the program will end.  You may terminate
the dollar cost averaging program at any time by sending satisfactory
notice to our Customer Service Center at least 7 days before the next
transfer date. A Fixed Interest Allocation or DCA Fixed Interest
Allocation may not participate in the dollar cost averaging program and
in systematic withdrawals at the same time.

We may in the future offer additional subaccounts or withdraw any
subaccount or Fixed Interest Allocation to or from the dollar cost
averaging program, stop offering DCA Fixed Interest Allocations or
otherwise modify, suspend or terminate this program.  Of course, such
change will not affect any dollar cost averaging programs in operation at
the time.

                                   36

<PAGE>
<PAGE>

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the
subaccounts of Account B, you may elect to have your investments in the
subaccounts automatically rebalanced.  We will transfer funds under your
Contract on a quarterly, semi-annual, or annual calendar basis among the
subaccounts to maintain the investment blend of your selected
subaccounts.  The minimum size of any allocation must be in full
percentage points.  Rebalancing does not affect any amounts that you have
allocated to the Fixed Account.  The program may be used in conjunction
with the systematic withdrawal option only if withdrawals are taken pro
rata.  Automatic rebalancing is not available if you participate in
dollar cost averaging.  Automatic rebalancing will not take place during
the free look period.

To participate in automatic rebalancing, send satisfactory notice to our
Customer Service Center.  We will begin the program on the last business
day of the period in which we receive the notice.  You may cancel the
program at any time.  The program will automatically terminate if you
choose to reallocate your contract value among the subaccounts or if you
make an additional premium payment or partial withdrawal on other than a
pro rata basis.  Additional premium payments and partial withdrawals
effected on a pro rata basis will not cause the automatic rebalancing
program to terminate.


                          DEATH BENEFIT CHOICES

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either the
annuitant (when a contract owner is not an individual), the contract
owner or the first of joint owners dies.  Assuming you are the contract
owner, your beneficiary will receive a death benefit unless the
beneficiary is your surviving spouse and elects to continue the Contract.
The death benefit value is calculated at the close of the business day on
which we receive written notice and due proof of death, as well as any
required paperwork, at our Customer Service Center.  If your
beneficiary elects to delay receipt of the death benefit until a date
after the time of death, the amount of the benefit payable in the future
may be affected.  The proceeds may be received in a single sum or applied
to any of the annuity options.  If we do not receive a request to apply
the death benefit proceeds to an annuity option, we will make a single
sum distribution.  We will generally pay death benefit proceeds within 7
days after our Customer Service Center has received sufficient
information to make the payment.

You may choose from the following 4 death benefit choices: (1) the
Standard Death Benefit Option; (2) the 7% Solution Enhanced Death Benefit
Option; (3) the Annual Ratchet Enhanced Death Benefit Option; and (4)the
Max 7 Enhanced Death Benefit Option.  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.  A
change in ownership of the Contract may affect the amount of the death
benefit and the enhanced death benefit.  The MGWB rider may affect
the death benefit.  See "Minimum Guaranteed Withdrawal Benefit (MGWB)
Rider-Death Benefit during Automatic Periodic Benefit Status."

  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 minus any credits added within 1 year prior to death;
(ii) total premium payments reduced by a pro rata adjustment for any
withdrawal; (iii) the cash surrender value; and (iv) the total premium
payments made under the Contract, plus all credits, reduced by a pro rata
adjustment for any withdrawals, then minus any credits applied within
1 year prior to death.

  ENHANCED DEATH BENEFITS. If the 7% Solution Enhanced Death Benefit, the
Annual Ratchet Enhanced Death Benefit or the Max 7 Enhanced Death Benefit
is elected, the death benefit under the Contract is

                                   37

<PAGE>
<PAGE>

the greatest of (i) the contract value minus any credits added within
1 year prior to death; (ii) total premium payments reduced by a pro
rata adjustment for any withdrawal; (iii) the cash surrender value;
and (iv) the enhanced death benefit as calculated below minus any credits
added within 1 year prior to death.

  The Max 7 Enhanced Death Benefit is the greater of (1) the 7%
Solution Enhanced Dath Benefit or (2) the Annual Ratchet Enhanced Death
Benefit. Under this benefit option, the 7% Solution Enhanced Death Benefit and
the Annual Ratchet Enhanced Death Benefit are calculated in the same manner
as if each were the elected benefit.

             HOW THE ENHANCED DEATH BENEFIT IS CALCULATED

         7% SOLUTION                            ANNUAL RATCHET
   On each business day that            On each contract anniversary
   occurs on or before the              that occurs on or before the
   contract owner turns 80, we          contract owner turns age 80,
   credit interest at the 7%            we compare the prior enhanced
   annual effective rate* to the        death benefit to the contract
   enhanced death benefit from the      value and select the larger
   preceding day (which would be        amount as the new enhanced
   the initial premium and credit       death benefit.
   if the preceding day is the
   contract date), then we add          On all other days, the
   additional premiums paid and         enhanced death benefit is the
   credits added since the              amount determined below.  We
   preceding day, then we adjust        first take the enhanced death
   for any withdrawals made             benefit from the preceding day
   (including any Market Value          (which would be the initial
   Adjustment applied to such           premium and credit if the
   withdrawals and any associated       valuation date is the contract
   surrender charges**) since the       date) and then we add
   preceding day.  At age 80 or at      additional premiums paid and
   the time the maximum death           credits added since the
   benefit is reached, the              preceding day, then
   accumulation rate used will          reduce the enhanced death
   change.                              benefit pro rata for any
   The maximum enhanced death           contract value withdrawn.
   benefit is 3 times all premium       That amount becomes the new
   payments and credits, as             enhanced death benefit.
   reduced by adjustments for
   withdrawals.***


     *The actual interest rate used for calculating the 7%
      Solution Enhanced Death Benefit for the Liquid Asset and
      Limited Maturity Bond investment portfolios and the Fixed
      Account, will be the lesser of (1) 7% and (2) the interest rate,
      positive or negative, providing a yield on the Guaranteed Death
      Benefit equal to the net return for the current valuation period
      on the contract value allocated to Special Funds.  We may, with
      30 days notice to you, designate any fund as a Special Fund on existing
      contracts with respect to new premiums added to such fund and
      also with respect to new transfers to such funds.  Thus,
      selecting these investments may limit the enhanced death
      benefit.
    **Each premium payment and credit reduced by adjustments for
      any withdrawals and any associated surrender charges incurred
      will continue to grow at the 7% annual effective rate until
      maximum is reached.
   ***Each withdrawal reduces the enhanced death benefit and the
      maximum enhanced death benefit as follows: If total withdrawals
      in a contract year do not exceed 7% of cumulative premiums and
      credits and did not exceed 7% of cumulative premiums and
      credits in any prior contract year, such withdrawals will
      reduce the enhanced death benefit and the maximum enhanced
      death benefit by the amount of the withdrawal (and any
      associated surrender charge) including any Market Value
      Adjustment.  Once withdrawals in any contract year exceed 7% of
      cumulative premiums, withdrawals will reduce the enhanced death
      benefit and the maximum enhanced death benefit in proportion to
      the reduction in contract value pro rata.

           Pro rata withdrawal adjustment on all Death Benefit
      options is calculated by (i) dividing the contract value
      withdrawn by the contract value immediately prior to the
      withdrawal, and then (ii) multiplying the result by the amount
      of the applicable Death Benefit component immediately prior to the
      withdrawal.

                                   38

<PAGE>
<PAGE>

The Enhanced Death Benefits 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 less than 80 years old at
the time of purchase.  Enhanced Death Benefits are not available where
a Contract is owned by joint owners.

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.

CONTINUATION AFTER DEATH-SPOUSE

If at the Owner's death, the surviving spouse of the deceased Owner is
the beneficiary and such surviving spouse elects to continue the contract
as his or her own the following will apply:

If the guaranteed death benefit as of the date we receive due proof of
death, minus the contract value also on that date, is greater than zero,
we will add such difference to the contract value.  Such addition will be
allocated to the variable subaccounts in proportion to the contract value
in the subaccounts.  If there is no contract value in any subaccount, the
addition will be allocated to the Liquid Assets subaccount, or its
successor.

The death benefit will continue to apply, with all age criteria using the
surviving spouse's age as the determining age.

At subsequent surrender, any surrender charge applicable to premiums paid
prior to the date we receive due proof of death of the Owner will be
waived.  Any premiums paid later will be subject to any applicable
surrender charge.

This addition to contract value is available only to the spouse of the
owner as of the date of death of the owner if such spouse under the
provisions if this contract elects to continue the contract as his or her
own.

CONTINUATION AFTER DEATH-NON SPOUSE
If the beneficiary or surviving joint owner is not the spouse of the
owner, the contract may continue inforce subject to normal distribution
rules.


                            CHARGES AND FEES
We deduct the charges described below to cover our cost and expenses,
services provided and risks assumed under the Contracts.  We incur
certain costs and expenses for distributing and administrating the
Contracts, for paying the benefits payable under the Contracts and for
bearing various risks associated with the Contracts.  The amount of a
charge will not always correspond to the actual costs associated.  For
example, the surrender charge collected may not fully cover all of the
distribution expenses incurred by us with the service or benefits
provided.  In the event there are any profits from fees and charges
deducted under the Contract, we may use such profits to finance the
distribution of contracts.

CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value deducted
directly from a single subaccount designated by the Company.  Currently
we use the Liquid Asset subaccount for this purpose.  If you do not

                                   39

<PAGE>
<PAGE>

elect this option, or if the amount of the charges is greater than the amount
in the designated subaccount, the charges will be deducted as discussed
below.  You may cancel this option at any time by sending satisfactory
notice to our Customer Service Center.

CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:

  SURRENDER CHARGE.  We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a
withdrawal in excess of the Free Withdrawal Amount during the 9-year
period from the date we receive and accept a premium payment. The surrender
charge is based on a percentage of each premium payment withdrawn.  This
charge is intended to cover sales expenses that we have incurred.  We may
in the future reduce or waive the surrender charge in certain situations
and will never charge more than the maximum surrender charges.  The
percentage of premium payments deducted at the time of surrender or
excess withdrawal depends on the number of complete years that have
elapsed since that premium payment was made.  We determine the surrender
charge as a percentage of each premium payment withdrawn as follows:

  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8   9+
    SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%  0%

  WAIVER OF SURRENDER CHARGE FOR EXTENDED MEDICAL CARE.  We will waive
the surrender charge in most states in the following events: (i) you
begin receiving qualified extended medical care on or after the first
contract anniversary for at least 45 days during a 60-day period and your
request for the surrender or withdrawal, together with all required
documentation is received at our Customer Service Center during the term
of your care or within 90 days after the last day of your care; or (ii)
you are first diagnosed by a qualifying medical professional, on or after
the first contract anniversary, as having a qualifying terminal illness.
We have the right to require an examination by a physician of our choice.
If we require such an examination, we will pay for it.  You are required
to send us satisfactory written proof of illness.  See your Contract for
more information.  The waiver of surrender charge may not be available in
all states.  If we waive the surrender charge, we will deduct any credit
added to your contract value within 1 year of the withdrawal, and we will
not add any additional credit to any additional premium you pay on or after
the date of any such waiver.

  FREE WITHDRAWAL AMOUNT.  The Free Withdrawal Amount in any contract
year is 10% of your contract value on the date of withdrawal less any
withdrawals during that 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 subaccount or Fixed Interest Allocation from which the excess
withdrawal was taken.  In instances where the excess withdrawal equals
the entire contract value in such subaccounts or Fixed Interest
Allocations, we will deduct charges proportionately from all other
subaccounts and Fixed Interest

                                   40

<PAGE>
<PAGE>

Allocations in which you are invested.
ANY WITHDRAWAL FROM A FIXED INTEREST ALLOCATION MORE THAN 30 DAYS BEFORE
ITS MATURITY DATE WILL TRIGGER A MARKET VALUE ADJUSTMENT.

For the purpose of calculating the surrender charge for an excess
withdrawal: a) we treat premiums as being withdrawn on a first-in, first-
out basis; and b) amounts withdrawn which are not considered an excess
withdrawal are not considered a withdrawal of any premium payments.  We
have included an example of how this works in Appendix C.  Although we
treat premium payments as being withdrawn before earnings for purpose of
calculating the surrender charge for excess withdrawals, the federal tax
law treats earnings as withdrawn first.

  PREMIUM TAXES.  We may make a charge for state and local premium taxes
depending on your state of residence.  The tax can range from 0% to 3.5%
of the premium payment. We have the right to change this amount to
conform with changes in the law or if you change your state of residence.

We deduct the premium tax from your contract value (or from the MGIB
Base, if exercised) on the annuity start date.  However, some
jurisdictions impose a premium tax at the time that initial and
additional premiums are paid, regardless of when the annuity payments
begin.  In those states we may defer collection of the premium taxes from
your contract value and deduct it when you surrender the Contract, when
you take an excess 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 $40 per Contract.  This charge is
waived if you have a contract value $100,000 or more at the end of a
contract year or the sum of the premiums paid equals or exceeds $100,000.
We deduct the charge proportionately from all subaccounts in which you
are invested. If there is no contract value in those subaccounts, we will
deduct the charge from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until the charge
has been paid.

  TRANSFER CHARGE.  We currently do not deduct any charges for transfers
made during a contract year.  We have the right, however, to assess up to
$25 for each transfer after the twelfth transfer in a contract year.  If
such a charge is assessed, we would deduct the charge from the
subaccounts and the Fixed Interest Allocations from which each such
transfer is made in proportion to the amount being transferred from each
such subaccount and Fixed Interest Allocation unless you have chosen to
have all charges deducted from a single subaccount.  The charge will not
apply to any transfers due to the election of dollar cost averaging,
automatic rebalancing and transfers we make to and from any subaccount
specially designated by the Company for such purpose.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
  MORTALITY AND EXPENSE RISK CHARGE.  The mortality and expense risk
charge is deducted each business day.  The amount of the mortality and
expense risk charge depends on the death benefit you have elected. If you
have elected the Standard Death Benefit, the charge, on an annual basis,
is equal to 1.30% of the assets you have in each subaccount.  The charge
is deducted on each business day at the rate of .003585% 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 1.45% for the Annual
Ratchet Enhanced Death Benefit, 1.65% for the 7% Solution Enhanced Death
Benefit or 1.75% for the Max 7 Enhanced Death Benefit, of the

                                   41

<PAGE>
<PAGE>

assets you have in each subaccount.  The charge is deducted each business
day at the rate of .004002%, .004558%, or .004837%, respectively, for
each day since the previous business day.

  ASSET-BASED ADMINISTRATIVE CHARGE.  The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the
assets you have in each subaccount.  The charge is deducted on each
business day at the rate of .000411% for each day since the previous
business day.  This charge is deducted daily from your assets in each
subaccount.

OPTIONAL RIDER CHARGES

Subject to state availability, you may purchase one of three optional
benefit riders that you may elect at issue.  So long as the rider is in
effect, we will deduct a separate quarterly charge for each optional
benefit rider through a pro rata reduction of the contract value of the
subaccounts in which you are invested.  If there is insufficient contract
value in the subaccount, we will deduct the charges from your Fixed
Interest Allocations nearest their maturity date. We deduct each rider
charge on each quarterly contract anniversary in arrears, meaning the first
charge will be deducted on the first quarterly anniversary following the
rider date.  For a description of the riders and the defined terms used in
connection with the riders, see "The Annuity Contract - Optional Riders."

     MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB).  The quarterly
charge for the MGAB rider is as follows:

       Waiting Period           Quarterly Charge
       --------------           ----------------
       10 Year..................0.125% of the MGAB Charge Base (0.50% annually)
       20 Year..................0.125% of the MGAB Charge Base (0.50% annually)

The MGAB Charge Base is the total of (i) the MGAB Base on the rider date, and
(ii) premiums and credits during the 2-year period commencing on the rider date,
reduced pro rata for withdrawals and reduced for transfers made within the
last 3 years prior to the MGAB Benefit Date.  We will deduct charges only
during your ten-year or twenty-year waiting period, as applicable.  If you
surrender or annuitize your Contract, we will deduct a pro rata portion of the
charge for the current quarter based on the current quarterly charge rate and
MGAB Charge Base immediately prior to the surrender or annuitization.

     MINIMUM GUARANTEED INCOME BENEFIT (MGIB).  The quarterly charge for
the MGIB rider is as follows:

       MGIB Base Rate           Quarterly Charge
       --------------           ----------------
       0% ................0.05% of the MGIB Base  (0.20% annually)
       3%.................0.08% of the MGIB Base  (0.32% annually)
       5%.................0.10% of the MGIB Base  (0.40% annually)
       6%.................0.15% of the MGIB Base  (0.60% annually)
       7%.................0.125% of the MGIB Base  (0.50% annually)

The MGIB Base is the total of premiums paid and credits added during the 5-year
period after the rider date, reduced pro rata for all withdrawals taken while
the MGIB rider is in effect, and accumulated at the MGIB Base Rate (7% for all
portfolios except the Special Funds).  If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your MGIB Base
immediately prior to the surrender or annuitization.

                                   42

<PAGE>
<PAGE>

  MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB).  The quarterly charge
for the MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible
Payment Amount. The original MGWB Payment Amount is equal to all premiums
paid and credits added during the first two contract years following the rider
date.  When we calculate the MGWB rider charge, we do not reduce the Eligible
Payment Amount by the amount of any withdrawals taken while the MGWB rider
is in effect.  We will deduct charges only during the period before your
Contract's Automatic Periodic Benefit Status.  If you surrender or annuitize
your Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your original MGWB
Eligible Payment Amount, and applicable credits, immediately prior to the
surrender or annuitization.

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts.  Please read the respective Trust prospectus for details.


                           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.  The MGIB annuity benefit may be available
if you have purchased the MGIB rider, provided the waiting period and
other specified conditions have been met.

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, where appropriate under
applicable law, or beneficiary (and gender), the total contract value
applied to purchase a Fixed Interest Allocation, and the applicable
payment rate.

Our approval is needed for any option where:

                                   43

<PAGE>
<PAGE>

     (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 annuity start date, which is the date on which the annuity
payments commence.  The annuity start date must be at least 5 years from
the contract date but before the month immediately following the
annuitant's 90th birthday, or 10 years from the contract date, if later.
If, on the annuity start date, a surrender charge remains, the elected
annuity option must include a period certain of at least 5 years.

If you do not select an annuity start date, it will automatically begin
in the month following the annuitant's 90th birthday, or 10 years from
the contract date, if later.

If the annuity start date occurs when the annuitant is at an advanced
age, such as over age 85, it is possible that the Contract will not be
considered an annuity for federal tax purposes.  See "Federal Tax
Considerations" and the Statement of Additional Information.  For a
Contract purchased in connection with a qualified plan, other than a Roth
IRA, distributions must commence not later than April 1st of the calendar
year following the calendar year in which you attain age 70 1/2 or, in
some cases, retire.  Distributions may be made through annuitization or
withdrawals.  You should consult your tax adviser for tax advice.

FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments.  They may be monthly,
quarterly, semi-annually or annually.  If we do not receive written
notice from you, we will make the payments monthly.  There may be certain
restrictions on minimum payments that we will allow.

THE ANNUITY OPTIONS
We offer the 4 annuity options shown below.  Payments under Options 1, 2
and 3 are fixed.  Payments under Option 4 may be fixed or variable.  For
a fixed annuity option, the contract value in the subaccounts is
transferred to the Company's general account.

  OPTION 1. INCOME FOR A FIXED PERIOD.  Under this option, we make
monthly payments in equal installments for a fixed number of years based
on the contract value on the annuity start date.  We guarantee that each
monthly payment will be at least the amount stated in your Contract.  If
you prefer, you may request that payments be made in annual, semi-annual
or quarterly installments.  We will provide you with illustrations if you
ask for them.  If the cash surrender value or contract value is applied
under this option, a 10% penalty tax may apply to the taxable portion of
each income payment until the contract owner reaches age 59 1/2.

  OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN.  Payment is made for
the life of the annuitant in equal monthly installments and guaranteed
for at least a period certain such as 10 or 20 years.  Other periods
certain may be available to you on request. You may choose a refund
period instead.  Under this arrangement, income is guaranteed until
payments equal the amount applied.  If the person named lives beyond the
guaranteed period, payments continue until his or her death.  We
guarantee that each payment

                                   44

<PAGE>
<PAGE>

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.
Annuity payments under Option 4 may be fixed or variable.  If variable and
subject to the Investment Company Act of 1940, it will comply with the
requirements of such act.

PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts
still due as provided in the annuity agreement between you and Golden
American.  The amounts we will pay are determined as follows:

     (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.

     (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.


                        OTHER CONTRACT PROVISIONS

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter.  The report will show the contract value, cash
surrender value, and the death benefit as of the end of the calendar
quarter.  The report will also show the allocation of your contract value
and reflects the amounts deducted from or added to the contract value
since the last report, including rider charges if you have elected one of
the optional riders offered in this prospectus. You have 30 days to notify
our customer service center of any errors or discrepancies contained in the
report or in the confirmation notices. We will also send you copies of any
shareholder reports of the investment portfolios in which Account B invests,
as well as any other reports, notices or documents we are required by law to
furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any
payment or determination of values on any business day (1) when the New
York Stock Exchange is closed; (2) when trading on the New York Stock
Exchange is restricted; (3) when an emergency exists as determined by the
Securities and Exchange Commission so that the sale of securities held in
Account B may not reasonably occur or so that the Company may not
reasonably determine the value of Account B's net assets; or (4) during
any other period

                                   45

<PAGE>
<PAGE>

when the SEC so permits for the protection of security
holders.  We have the right to delay payment of amounts from a Fixed
Interest Allocation for up to 6 months.

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or sex given in the application or enrollment form is
misstated, the amounts payable or benefits provided by the Contract shall
be those that the premium payment would have bought at the correct age or
sex.

ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a loan
but you should understand that your rights and any beneficiary's rights
may be subject to the terms of the assignment.  An assignment may have
federal tax consequences.  You must give us satisfactory written notice
at our Customer Service Center in order to make or release an assignment.
We are not responsible for the validity of any assignment.

CONTRACT CHANGES  APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify
the Contract as an annuity under applicable federal tax law.  You will be
given advance notice of such changes.

FREE LOOK
You may cancel your Contract within your 10-day free look period.  We
deem the free look period to expire 15 days after we mail the Contract to
you.  Some states may require a longer free look period. To cancel, you
need to send your Contract to our Customer Service Center or to the agent
from whom you purchased it.  We will refund the contract value.  For
purposes of the refund during the free look period, (i) we adjust your
contract value for any market value adjustment (if you have invested in
the fixed account), (ii) then we exclude any credit initially applied,
and (iii) then we include a refund of any charges deducted from your
contract value.  Because of the market risks associated with investing in
the portfolios and the potential positive or negative effect of the
market value adjustment, the contract value returned may be greater or
less than the premium payment you paid.  Some states require us to return
to you the amount of the paid premium (rather than the contract value) in
which case you will not be subject to investment risk during the free
look period.  In these states, your premiums designated for investment in
the subaccounts will be allocated during the free look period to a
subaccount specially designated by the Company for this purpose
(currently, the Liquid Asset subaccount).  We may, in our discretion,
require that premiums designated for investment in the subaccounts from
all other states as well as premiums designated for a Fixed Interest
Allocation be allocated to the specially designated subaccount during the
free look period.  Your Contract is void as of the day we receive your
Contract and cancellation request.  We determine your contract value at
the close of business on the day we receive your written request.  If you
keep your Contract after the free look period, we will put your money in
the subaccount(s) chosen by you, based on the accumulation unit value
next computed for each subaccount, and/or in the Fixed Interest
Allocation chosen by you.

GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any surrender,
administration, and mortality and expense risk charges.  We may also
change the minimum initial and additional premium requirements, or offer
an alternative or reduced death benefit.

                                   46

<PAGE>
<PAGE>

SELLING THE CONTRACT
Directed Services, Inc. is the 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 which in
turn pays the writing agent.  The principal address of Directed Services
is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers to
sell the Contracts through registered representatives who are licensed to
sell securities and variable insurance products.  These broker-dealers
are registered with the SEC and are members of the National Association
of Securities Dealers, Inc.  Directed Services receives a maximum of 5.5%
commission, and passes through 100% of the commission to the broker-
dealer whose registered representative sold the contract.

                        UNDERWRITER COMPENSATION
         ----------------------------------------------------------
         |     NAME OF     |     AMOUNT OF     |      OTHER       |
         |    PRINCIPAL    |  COMMISSION TO BE |   COMPENSATION   |
         |   UNDERWRITER   |        PAID       | Reimbursement of |
         |                 |  Maximum of 5.5%  |       any        |
         |     Directed    |   of any initial  | covered expenses |
         |  Services, Inc. |   or additional   |     incurred     |
         |                 |  premium payments |  by registered   |
         |                 |    except when    |representatives   |
         |                 |      combined     |       in         |
         |                 |  with some annual | connection with  |
         |                 |       trail       | the distribution |
         |                 |    commissions.   |      of the      |
         |                 |                   |    Contracts.    |
         |                 |                   |                  |
         ----------------------------------------------------------

Certain sales agreements may provide for a combination of a certain
percentage of commission at the time of sale and an annual trail
commission (which when combined could exceed 5.5% of total premium
payments).

We do not pay any additional commissions on the sale or exercise of any
of the optional benefit riders offered in this prospectus.


                            OTHER INFORMATION
VOTING RIGHTS
We will vote the shares of a Trust owned by Account B according to your
instructions.  However, if the Investment Company Act of 1940 or any
related regulations should change, or if interpretations of it or related
regulations should change, and we decide that we are permitted to vote
the shares of a Trust in our own right, we may decide to do so.

We determine the number of shares that you have in a subaccount by
dividing the Contract's contract value in that subaccount by the net
asset value of one share of the portfolio in which a subaccount invests.
We count fractional votes.  We will determine the number of shares you
can instruct us to vote 180 days or less before a Trust's meeting.  We
will ask you for voting instructions by mail at least 10 days before the
meeting.  If we do not receive your instructions in time, we will vote
the shares in the same proportion as the instructions received from all
contracts in that subaccount.  We will also vote shares we hold in
Account B which are not attributable to contract owners in the same
proportion.

                                   47

<PAGE>
<PAGE>

STATE REGULATION
We are regulated by the Insurance Department of the State of Delaware.
We are also subject to the insurance laws and regulations of all
jurisdictions where we do business.  The variable Contract offered by
this prospectus has been approved where required by those jurisdictions.
We are required to submit annual statements of our operations, including
financial statements, to the Insurance Departments of the various
jurisdictions in which we do business to determine solvency and
compliance with state insurance laws and regulations.

LEGAL PROCEEDINGS
The Company, like other insurance companies, may be involved in lawsuits,
including class action lawsuits.  In some class action and other lawsuits
involving insurers, substantial damages have been sought and/or material
settlement payments have been made.  We believe that currently there are
no pending or threatened lawsuits that are reasonably likely to have a
materially adverse impact on the Company or Account B.

LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R. Tashman,
Esquire, Executive Vice President, General Counsel and Secretary of
Golden American.  Sutherland Asbill & Brennan LLP of Washington, D.C. has
provided advice on certain matters relating to federal securities laws.

EXPERTS
The audited financial statements of Golden American Life Insurance
Company and Account B appearing in this prospectus or in the Statement of
Additional Information and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports
thereon appearing in this prospectus or in the Statement of Additional
Information and in the Registration Statement and are included or
incorporated by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.


                       FEDERAL TAX CONSIDERATIONS
The following summary provides a general description of the federal
income tax considerations associated with this Contract and does not
purport to be complete or to cover all tax situations.  This discussion
is not intended as tax advice.  You should consult your counsel or other
competent tax advisers for more complete information.  This discussion is
based upon our understanding of the present federal income tax laws.  We
do not make any representations as to the likelihood of continuation of
the present federal income tax laws or as to how they may be interpreted
by the IRS.

                                   48

<PAGE>
<PAGE>

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased
on a tax-qualified basis.  Qualified Contracts are designed for use by
individuals whose premium payments are comprised solely of proceeds from
and/or contributions under retirement plans that are intended to qualify
as plans entitled to special income tax treatment under Sections 401(a),
403(b), 408, or 408A of the Code.  The ultimate effect of federal income
taxes on the amounts held under a Contract, or annuity payments, depends
on the type of retirement plan, on the tax and employment status of the
individual concerned, and on our tax status.  In addition, certain
requirements must be satisfied in purchasing a qualified Contract with
proceeds from a tax-qualified plan and receiving distributions from a
qualified Contract in order to continue receiving favorable tax
treatment.  Some retirement plans are subject to distribution and other
requirements that are not incorporated into our Contract administration
procedures.  Contract owners, participants and beneficiaries are
responsible for determining that contributions, distributions and other
transactions with respect to the Contract comply with applicable law.
Therefore, you should seek competent legal and tax advice regarding the
suitability of a Contract for your particular situation.  The following
discussion assumes that qualified Contracts are purchased with proceeds
from and/or contributions under retirement plans that qualify for the
intended special federal income tax treatment.

TAX STATUS OF THE CONTRACTS
  DIVERSIFICATION REQUIREMENTS.  The Code requires that the investments
of a variable account be "adequately diversified" in order for nonqualified
Contracts to be treated as annuity contracts for federal income tax
purposes.  It is intended that Account B, through the subaccounts, will
satisfy these diversification requirements.

In certain circumstances, owners of variable annuity contracts have been
considered for federal income tax purposes to be the owners of the assets
of the separate account supporting their contracts due to their ability
to exercise investment control over those assets.  When this is the case,
the contract owners have been currently taxed on income and gains
attributable to the separate account assets.  There is little guidance in
this area, and some features of the Contracts, such as the flexibility of
a contract owner to allocate premium payments and transfer contract
values, have not been explicitly addressed in published rulings.  While
we believe that the  Contracts do not give contract owners investment
control over Account B assets, we reserve the right to modify the
Contracts as necessary to prevent a contract owner from being treated as
the owner of the Account B assets supporting the Contract.

  REQUIRED DISTRIBUTIONS.  In order to be treated as an annuity contract
for federal income tax purposes, the Code requires any non-qualified
Contract to contain certain provisions specifying how your interest in
the Contract will be distributed in the event of your death.  The non-
qualified Contracts contain provisions that are intended to comply with
these Code requirements, although no regulations interpreting these
requirements have yet been issued.  We intend to review such provisions
and modify them if necessary to assure that they comply with the
applicable requirements when such requirements are clarified by
regulation or otherwise.  See "Death Benefit choices" for additional
information on required distributions from nonqualified contracts.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts will qualify as
annuity contracts for federal income tax purposes.

                                   49

<PAGE>
<PAGE>


TAX TREATMENT OF ANNUITIES
  IN GENERAL.  We believe that if you are a natural person you will
generally not be taxed on increases in the value of a Contract until a
distribution occurs or until annuity payments begin.  (For these
purposes, the agreement to assign or pledge any portion of the contract
value, and, in the case of a qualified Contract, any portion of an
interest in the qualified plan, generally will be treated as a
distribution.)

TAXATION OF NON-QUALIFIED CONTRACTS
  NON-NATURAL PERSON.  The owner of any annuity contract who is not a
natural person generally must include in income any increase in the
excess of the contract value over the "investment in the contract"
(generally, the premiums or other consideration you paid for the
contract less any nontaxable withdrawals)during the taxable year.
There are some exceptions to this rule and a prospective contract
owner that is not a natural person may wish to discuss these with a tax
adviser.  The following discussion generally applies to Contracts owned
by natural persons.

  WITHDRAWALS.  When a withdrawal from a non-qualified Contract occurs,
(including amounts paid to you under the MGWB rider) the amount
received will be treated as ordinary income subject to tax up
to an amount equal to the excess (if any) of the contract value
(unreduced by the amount of any surrender charge) immediately before the
distribution over the contract owner's investment in the Contract at that
time.  Credits constitute earnings (not premiums) for federal tax purposes
and are not included in the owner's investment in the contract.The tax
treatment of market value adjustments is uncertain.  You
should consult a tax adviser if you are considering taking a withdrawal
from your Contract in circumstances where a market value adjustment would
apply.

In the case of a surrender under a non-qualified Contract, the amount
received generally will be taxable only to the extent it exceeds the
contract owner's investment in the Contract.

  PENALTY TAX ON CERTAIN WITHDRAWALS.  In the case of a distribution from
a non-qualified Contract, there may be imposed a federal tax penalty
equal to 10% of the amount treated as income.  In general, however, there
is no penalty on distributions:

      o   made on or after the taxpayer reaches age 59 1/2;

      o   made on or after the death of a contract owner;

      o   attributable to the taxpayer's becoming disabled; or

      o   made as part of a series of substantially equal periodic payments
          for the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and
special rules may be applicable in connection with the exceptions
enumerated above.  A tax adviser should be consulted with regard to
exceptions from the penalty tax.

  ANNUITY PAYMENTS.  Although tax consequences may vary depending on the
payment option elected under an annuity contract, a portion of each
annuity payment is generally not taxed and the remainder is taxed as
ordinary income.  The non-taxable portion of an annuity payment is
generally determined in a manner that is designed to allow you to recover
your investment in the Contract ratably on a tax-free basis over the
expected stream of annuity payments, as determined when annuity payments
start.  Once your

                                   50

<PAGE>
<PAGE>

investment in the Contract has been fully recovered,
however, the full amount of each annuity payment is subject to tax as
ordinary income.

  TAXATION OF DEATH BENEFIT PROCEEDS.  Amounts may be distributed from a
Contract because of your death or the death of the annuitant.  Generally,
such amounts are includible in the income of recipient as follows:  (i)
if distributed in a lump sum, they are taxed in the same manner as a
surrender of the Contract, or (ii) if distributed under a payment option,
they are taxed in the same way as annuity payments.

  TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT.  A
transfer or assignment of ownership of a Contract, the designation of an
annuitant, the selection of certain dates for commencement of the annuity
phase, or the exchange of a Contract may result in certain tax
consequences to you that are not discussed herein.  A contract owner
contemplating any such transfer, assignment or exchange, should consult a
tax adviser as to the tax consequences.

  WITHHOLDING.  Annuity distributions are generally subject to
withholding for the recipient's federal income tax liability.  Recipients
can generally elect, however, not to have tax withheld from
distributions.

  MULTIPLE CONTRACTS.  All non-qualified deferred annuity contracts that
are issued by us (or our affiliates) to the same contract owner during
any calendar year are treated as one non-qualified deferred annuity
contract for purposes of determining the amount includible in such
contract owner's income when a taxable distribution occurs.

TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans.
The tax rules applicable to participants in these qualified plans vary
according to the type of plan and the terms and contributions of the plan
itself.  Special favorable tax treatment may be available for certain
types of contributions and distributions.  Adverse tax consequences may
result from:  contributions in excess of specified limits; distributions
before age 59 1/2 (subject to certain exceptions); distributions that do
not conform to specified commencement and minimum distribution rules; and
in other specified circumstances.  Therefore, no attempt is made to
provide more than general information about the use of the Contracts with
the various types of qualified retirement plans.  Contract owners,
annuitants, and beneficiaries are cautioned that the rights of any person
to any benefits under these qualified retirement plans may be subject to
the terms and conditions of the plans themselves, regardless of the terms
and conditions of the Contract, but we shall not be bound by the terms
and conditions of such plans to the extent such terms contradict the
Contract, unless the Company consents.

  DISTRIBUTIONS.  Annuity payments are generally taxed in the same manner
as under a non-qualified Contract.  When a withdrawal from a qualified
Contract occurs, a pro rata portion of the amount received is taxable,
generally based on the ratio of the contract owner's investment in the
Contract (generally, the premiums or other consideration paid for the
Contract) to the participant's total accrued benefit balance under the
retirement plan.  For qualified  Contracts, the investment in the
Contract can be zero.  For Roth IRAs, distributions are generally not
taxed, except as described below.

For qualified plans under Section 401(a) and 403(b), the Code requires
that distributions generally must commence no later than the later of
April 1 of the calendar year following the calendar year in which the
contract owner (or plan participant) (i) reaches age 70 1/2 or (ii)
retires, and must be made in a specified

                                   51

<PAGE>
<PAGE>

orm or manner.  If the plan
participant is a "5 percent owner" (as defined in the Code),
distributions generally must begin no later than April 1 of the calendar
year following the calendar year in which the contract owner (or plan
participant) reaches age 70 1/2.  For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1
of the calendar year following the calendar year in which the contract
owner (or plan participant) reaches age 70 1/2.  Roth IRAs under Section
408A do not require distributions at any time before the contract owner's
death.

  WITHHOLDING.  Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax
liability.  The withholding rates vary according to the type of
distribution and the contract owner's tax status.  The contract owner may
be provided the opportunity to elect not to have tax withheld from
distributions.  "Eligible rollover distributions" from section 401(a)
plans and section 403(b) tax-sheltered annuities are subject to a
mandatory federal income tax withholding of 20%.  An eligible rollover
distribution is the taxable portion of any distribution from such a plan,
except certain distributions that are required by the Code or
distributions in a specified annuity form.  The 20% withholding does not
apply, however, if the contract owner chooses a "direct rollover" from
the plan to another tax-qualified plan or IRA.

Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow.  We will endorse the Contract as
necessary to conform it to the requirements of such plan.

REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the Code.

If any contract owner of a non-qualified Contract dies before the annuity
start date, the death benefit payable to the beneficiary will be
distributed as follows:  (a) the death benefit must be completely
distributed within 5 years of the contract owner's date of death; or  (b)
the beneficiary may elect, within the 1-year period after the contract
owner's date of death, to receive the death benefit in the form of an
annuity from us, provided that  (i) such annuity is distributed in
substantially equal installments over the life of such beneficiary or
over a period not extending beyond the life expectancy of such
beneficiary; and (ii) such distributions begin not later than 1 year
after the contract owner's date of death.

Notwithstanding (a) and (b) above, if the sole contract owner's
beneficiary is the deceased owner's surviving spouse, then such spouse
may elect to continue the Contract under the same terms as before the
contract owner's death.  Upon receipt of such election from the spouse at
our Customer Service Center:  (1) all rights of the spouse as contract
owner's beneficiary under the Contract in effect prior to such election
will cease; (2) the spouse will become the owner of the Contract and will
also be treated as the contingent annuitant, if none has been named and
only if the deceased owner was the annuitant; and (3) all rights and
privileges granted by the Contract or allowed by Golden American will
belong to the spouse as contract owner of the Contract.  This election
will be deemed to have been made by the spouse if such spouse makes a
premium payment to the Contract or fails to make a timely election as
described in this paragraph.  If the owner's beneficiary is a nonspouse,
the distribution provisions described in subparagraphs (a) and (b) above,
will apply even if the annuitant and/or contingent annuitant are alive at
the time of the contract owner's death.

If we do not receive an election from a nonspouse owner's beneficiary
within the 1-year period after the contract owner's date of death, then
we will pay the death benefit to the owner's beneficiary in a cash

                                   52

<PAGE>
<PAGE>

payment within five years from date of death.  We will determine the
death benefit as of the date we receive proof of death.  We will make
payment of the proceeds on or before the end of the 5-year period
starting on the owner's date of death.  Such cash payment will be in full
settlement of all our liability under the Contract.

If the contract owner dies after the annuity start date, we will continue
to distribute any benefit payable at least as rapidly as under the
annuity option then in effect.  All of the contract owner's rights
granted under the Contract or allowed by us will pass to the contract
owner's beneficiary.

If the Contract has joint owners we will consider the date of death of
the first joint owner as the death of the contract owner and the
surviving joint owner will become the contract owner of the Contract.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish
various types of retirement plans for employees, and permits self-
employed individuals to establish these plans for themselves and their
employees.  These retirement plans may permit the purchase of the
Contracts to accumulate retirement savings under the plans.  Adverse tax
or other legal consequences to the plan, to the participant, or to both
may result if this Contract is assigned or transferred to any individual
as a means to provide benefit payments, unless the plan complies with all
legal requirements applicable to such benefits before transfer of the
Contract.  Employers intending to use the Contract with such plans should
seek competent advice.

INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
or "IRA."  These IRAs are subject to limits on the amount that can be
contributed, the deductible amount of the contribution, the persons who
may be eligible, and the time when distributions commence.  Also,
distributions from certain other types of qualified retirement plans may
be "rolled over" or transferred on a tax-deferred basis into an IRA.
There are significant restrictions on rollover or transfer contributions
from Savings Incentive Match Plans (SIMPLE), under which certain
employers may provide contributions to IRAs on behalf of their employees,
subject to special restrictions.  Employers may establish Simplified
Employee Pension (SEP) Plans to provide IRA contributions on behalf of
their employees.  Sales of the Contract for use with IRAs may be subject
to special requirements of the IRS.

ROTH IRAS
Section 408A of the Code permits certain eligible individuals to
contribute to a Roth IRA.  Contributions to a Roth IRA, which are subject
to certain limitations, are not deductible, and must be made in cash or
as a rollover or transfer from another Roth IRA or other IRA.  A rollover
from or conversion of an IRA to a Roth IRA may be subject to tax, and
other special rules may apply.  Distributions from a Roth IRA generally
are not taxed, except that, once aggregate distributions exceed
contributions to the Roth IRA, income tax and a 10% penalty tax may apply
to distributions made (1) before age 59 1/2 (subject to certain
exceptions) or (2) during the five taxable years starting with the year
in which the first contribution is made to any 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

                                   53

<PAGE>
<PAGE>

(social security) tax.  Distributions of (1)
salary reduction contributions made in years beginning after December 31,
1988; (2) earnings on those contributions; and (3) earnings on amounts
held as of the last year beginning before January 1, 1989, are not
allowed prior to age 59 1/2, separation from service, death or disability.
Salary reduction contributions may also be distributed upon hardship, but
would generally be subject to penalties.

ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may
exceed the greater of the premium payments or the contract value.  The
Internal Revenue Service has not ruled whether an Enhanced Death Benefit
could be characterized as an incidental benefit, the amount of which is
limited in any Code section 401(a) pension or profit-sharing plan or Code
section 403(b) tax-sheltered annuity.  Employers using the Contract may
want to consult their tax adviser regarding such limitation.  Further,
the Internal Revenue Service has not addressed in a ruling of general
applicability whether a death benefit provision such as the Enhanced
Death Benefit provision in the Contract comports with IRA or Roth IRA
qualification requirements.

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.

                                   54

<PAGE>
<PAGE>


[Shaded Section Header]
--------------------------------------------------------------------------
      MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

SELECTED FINANCIAL DATA

The following selected financial data prepared in accordance with
generally accepted accounting principles ("GAAP") for Golden
American should be read in conjunction with the financial
statements and notes thereto included in this prospectus.

On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of
Equitable of Iowa Companies ("Equitable of Iowa"), according to a
merger agreement among Equitable of Iowa, PFHI, and ING Groep N.V.
(the "ING acquisition").  On August 13, 1996, Equitable of Iowa
acquired all of the outstanding capital stock of BT Variable,
Inc., then the parent of Golden American (the "Equitable
acquisition").  For financial statement purposes, the ING
acquisition was accounted for as a purchase effective October 25,
1997 and the Equitable acquisition was accounted for as a purchase
effective August 14, 1996.  As a result, the financial data
presented below for periods after October 24, 1997, are presented
on the Post-Merger new basis of accounting, for the period August
14, 1996 through October 24, 1997, are presented on the Post-
Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented on the Pre-Acquisition basis of accounting.

<TABLE>

                                       SELECTED GAAP BASIS FINANCIAL DATA
                                              (IN THOUSANDS)
                                  Post-Merger                       |       Post-Acquisition
                        --------------------------------------------|---------------------------------
                        For the Period     For       For the Period | For the Period  For the Period
                       January 1, 1999   the Year      October 25,  |   January 1,    August 14, 1996
                           through        Ended       1997 through  |  1997 through    1996 through
                        September 30,  December 31,   December 31,  |   October 24,    December 31,
                            1999           1998           1997      |      1997            1996
                        ------------   ------------  -------------- | --------------  ---------------
<S>                       <C>           <C>            <C>          |     <C>            <C>
Annuity and Interest                                                |
  Sensitive Life                                                    |
  Product Charges.......  $   55,195    $   39,119     $    3,834   |     $18,288        $    8,768
Net Income before                                                   |
  Federal Income Tax....  $    7,269    $   10,353     $     (279)  |     $  (608)       $      570
Net Income (Loss).......  $    3,551    $    5,074     $     (425)  |     $   729        $      350
Total Assets............  $7,312,027    $4,752,533     $2,446,395   |       N/A          $1,677,899
Total Liabilities.......  $6,858,151    $4,398,639     $2,219,082   |       N/A          $1,537,415
Total Stockholder's                                                 |
  Equity................  $  453,876    $  353,894     $  227,313   |       N/A          $  140,484

</TABLE>

<TABLE>

                                    (IN THOUSANDS)
                                   Pre-Acquisition
                         ---------------------------------------
                          For the Period
                           January 1,         For the Years
                          1996 through      Ended December 31,
                           August 13,     ----------------------
                              1996           1995        1994
                         --------------   ----------  ----------
<S>                           <C>         <C>         <C>
Annuity and Interest
  Sensitive Life
  Product Charges.......     $12,259      $  18,388   $   17,519
Net Income before
  Federal Income Tax....     $ 1,736      $    3,364  $    2,222
Net Income (Loss).......     $ 3,199      $    3,364  $    2,222
Total Assets............        N/A       $1,203,057  $1,044,760
Total Liabilities.......        N/A       $1,104,932  $  955,254
Total Stockholder's
  Equity................        N/A       $   98,125  $   89,506

</TABLE>

                                    39

<PAGE>
<PAGE>

BUSINESS ENVIRONMENT

The current business and regulatory environment remains
challenging for the insurance industry.  The variable annuity
competitive environment is intense and is dominated by a number of
large variable product companies with strong distribution, name
recognition and wholesaling capabilities.  Increasing competition
from traditional insurance carriers as well as banks and mutual
fund companies offer consumers many choices.  However, overall
demand for variable products remains strong for several reasons
including: strong stock market performance over the last five
years; relatively low interest rates; an aging U. S. population
that is increasingly concerned about retirement and estate
planning, as well as maintaining their standard of living in
retirement; and potential reductions in government and employer-
provided benefits at retirement as well as lower public confidence
in the adequacy of those benefits.

In October of 1997, Golden American introduced three new variable
annuity products (GoldenSelect Access, GoldenSelect ES II and
GoldenSelect Premium Plus) which have contributed significantly to
sales.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

The purpose of this section is to discuss and analyze Golden
American Life Insurance Company's ("Golden American") consolidated
results of operations. In addition, some analysis and information
regarding financial condition and liquidity and capital resources
has also been provided. This analysis should be read jointly with
the consolidated financial statements, related notes and the
Cautionary Statement Regarding Forward-Looking Statements, which
appear elsewhere in the financial report. Golden American reports
financial results on a consolidated basis. The consolidated financial
statements include the accounts of Golden American and its wholly
owned subsidiary, First Golden American Life Insurance Company of
New York ("First Golden," and collectively with Golden American,
the "Companies").

                       RESULTS OF OPERATIONS

MERGER.  On October 23, 1997, Equitable of Iowa Companies'
("Equitable") shareholders approved an Agreement and Plan of
Merger ("Merger Agreement") dated July 7, 1997 among Equitable,
PFHI Holdings, Inc. ("PFHI") and ING Groep N.V. ("ING"). On
October 24, 1997, PFHI, a Delaware corporation, acquired all of
the outstanding capital stock of Equitable according to the Merger
Agreement. PFHI is a wholly owned subsidiary of ING, a global
financial services holding company based in The Netherlands.
Equitable, an Iowa corporation, in turn owned all the outstanding
capital stock of Equitable Life Insurance Company of Iowa
("Equitable Life") and Golden American and their wholly owned
subsidiaries. In addition, Equitable owned all the outstanding
capital stock of Locust Street Securities, Inc., Equitable
Investment Services, Inc. (subsequently dissolved), Directed
Services, Inc. ("DSI"), Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds
Distributor, Inc.). In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock and assumed approximately $400 million
in debt. As a result of this transaction, Equitable of Iowa
Companies was merged into PFHI, which was simultaneously renamed
Equitable of Iowa Companies, Inc. ("EIC" or "Parent"), a Delaware
corporation.

For financial statement purposes, the change in control of the
Companies through the ING merger was accounted for as a purchase
effective October 25, 1997. This merger resulted in a new basis of
accounting reflecting estimated fair values of assets and
liabilities at the merger date. As a result, the Companies'
financial statements for periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with
$227.6 million allocated to the Companies. Goodwill of $1.4
billion was established for the excess of the merger cost over the
fair value of the assets and liabilities of EIC with $151.1
million attributed to the Companies. Goodwill resulting

                                    40

<PAGE>
<PAGE>

from the merger is being amortized over 40 years on a straight-line
basis. The carrying value will be reviewed periodically for any
indication of impairment in value.

CHANGE IN CONTROL--ACQUISITION.  On August 13, 1996, Equitable
acquired all of the outstanding capital stock of BT Variable, Inc.
("BT Variable") and its wholly owned subsidiaries, Golden American
and DSI. After the acquisition, the BT Variable, Inc. name was
changed to EIC Variable, Inc. On April 30, 1997, EIC Variable,
Inc. was liquidated and its investments in Golden American and DSI
were transferred to Equitable, while the remainder of its net
assets were contributed to Golden American. On December 30, 1997,
EIC Variable, Inc. was dissolved.

For financial statement purposes, the change in control of Golden
American through the acquisition of BT Variable was accounted for
as a purchase effective August 14, 1996. This acquisition resulted
in a new basis of accounting reflecting estimated fair values of
assets and liabilities at the acquisition date. As a result, the
Companies' financial statements for the period August 14, 1996
through October 24, 1997 are presented on the Post-Acquisition
basis of accounting and for August 13, 1996 and prior periods are
presented on the Pre-Acquisition basis of accounting.

The purchase price was allocated to the three companies purchased
- BT Variable, DSI, and Golden American. The allocation of the
purchase price to Golden American was approximately $139.9
million. Goodwill of $41.1 million was established for the excess
of the acquisition cost over the fair value of the assets and
liabilities and attributed to Golden American. At June 30, 1997,
goodwill was increased by $1.8 million due to the adjustment of
the value of a receivable existing at the acquisition date. Before
the ING merger, goodwill resulting from the acquisition was being
amortized over 25 years on a straight-line basis.

<TABLE>

THE FIRST NINE MONTHS OF 1999 COMPARED TO THE SAME PERIOD OF 1998

PREMIUMS.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED SEPTEMBER 30          1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
<S>                                   <C>             <C>           <C>        <C>
Variable annuity premiums:
  Separate account................    $1,783.5        64.9%         $702.1     $1,081.4
  Fixed account...................       539.4        55.6           192.8        346.6
                                      --------        ----          ------     --------
Total variable annuity premiums...     2,322.9        62.7           894.9      1,428.0
Variable life premiums............        7.0        (38.9)           (4.4)        11.4
                                      --------        ----          ------     --------
Total premiums....................    $2,329.9        61.9%         $890.5     $1,439.4
                                      ========        ====          ======     ========
</TABLE>

For the Companies' variable contracts, premiums collected are not reported as
revenues, but as deposits to insurance liabilities. Revenues for these
products are recognized over time in the form of investment income and
product charges.

Variable annuity separate account premiums increased 64.9% during the
first nine months of 1999. The fixed account portion of the Companies'
variable annuity premiums increased 55.6% during the first nine months
of 1999.  These increases resulted from increased sales of the Premium
Plus variable annuity product.

Premiums, net of reinsurance, for variable products from two
significant broker/dealers each having at least ten percent of total
sales for the nine months ended September 30, 1999 totaled $664.2
million, or 29% of total premiums ($142.6 million, or 10%, from the
one significant broker/dealer for the nine months ended September 30,
1998).

                                    41

<PAGE>
<PAGE>

<TABLE>
REVENUES.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED JUNE 30                1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
<S>                                   <C>          <C>              <C>          <C>
Annuity and interest sensitive
  life product charges............    $  55.2        104.5%        $ 28.2       $ 27.0
Management fee revenue............        6.8        107.4            3.5          3.3
Net investment income.............       42.7         45.7           13.4         29.3
Realized gains(losses) on
  investments.....................       (2.2)      (607.5)          (2.6)         0.4
Other income......................        7.4         55.0            2.6          4.8
                                      -------       ------         ------       ------
Total premiums....................    $ 109.9         69.6%        $ 45.1       $ 64.8
                                      =======       ======         ======       ======
</TABLE>


Total revenues increased 69.6% in the first nine months of 1999 from
the same period in 1998. Annuity and interest sensitive life product
charges increased 104.5% in the first nine months of 1999 due to
additional fees earned from the increasing block of business
in the separate accounts.

Golden American provides certain managerial and supervisory services
to Directed Services, Inc. ("DSI"). The fee paid to Golden American
for these services, which is calculated as a percentage of average
assets in the variable separate accounts, was $6.8 million and $3.3
million for the first nine months of 1999 and 1998, respectively.

Net investment income increased 45.7% in the first nine months of 1999
due to growth in invested assets from September 30, 1998.  The
Companies had $2.2 million of realized losses resulting from the
writedown of two fixed maturities in the second quarter of 1999 and
from the sale of investments in the first nine months of 1999,
compared to gains of $0.4 million in the same period of 1998.  Other
income increased $2.6 million to $7.4 million in the first nine months
of 1999 due primarily to income received due to a modified coinsurance
agreement with an unaffiliated reinsurer, which was offset by a
reduction in the Companies' deferred policy acquisition costs.

EXPENSES. Total insurance benefits and expenses increased $44.5
million, or 84.6%, to $97.0 million in the first nine months of 1999.
Interest credited to account balances increased $61.3 million, or
95.6%, to $125.4 million in the first nine months of 1999.  The extra
credit bonus on the Premium Plus variable annuity product increased
$49.9 million to $85.7 million at September 30, 1999 resulting in an
increase in interest credited during the first nine months of 1999
compared to the same period in 1998.  The bonus interest on the fixed
account increased $2.6 million to $7.6 million at September 30, 1999
resulting in an increase in interest credited during the first nine
months of 1999 compared to the same period in 1998. The remaining
increase in interest credited relates to higher account balances
associated with the Companies' fixed account option within the
variable products.

Commissions increased $49.6 million, or 58.4%, to $134.6 million in
the first nine months of 1999. Insurance taxes, state licenses, and
fees increased $0.9 million, or 32.3%, to $3.5 million in the first
nine months of 1999. Changes in commissions and insurance taxes, state
licenses, and fees are generally related to changes in the level and
composition of variable product sales. Insurance taxes, state
licenses, and fees are impacted by several other factors, which
include an increase in FICA taxes primarily due to bonuses and
expenses for the triennial insurance department examination of Golden
American.  Most costs incurred as the result of sales have been deferred,
thus having very little impact on current earnings.

General expenses increased $24.1 million, or 102.5%, to $47.6 million
in the first nine months of 1999. Management expects general expenses
to continue to increase in 1999 as a result of the emphasis on
expanding the salaried wholesaler distribution network and the growth
in sales.  The Companies use a network of wholesalers to distribute
products and the salaries and sales bonuses of these wholesalers are
included in

                                    42

<PAGE>
<PAGE>

general expenses. The portion of these salaries and
related expenses that varies directly with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from DSI and Equitable Life, an affiliate, for certain advisory,
computer, and other resources and services provided by Golden
American.

The Companies' previous balances of deferred policy acquisition costs
("DPAC"), value of purchased insurance in force ("VPIF"), and unearned
revenue reserve were eliminated and an asset of $44.3 million
representing VPIF was established for all policies in force at the
merger date.  During the first nine months of 1999, VPIF was adjusted
to increase amortization by $0.7 million to reflect changes in the
assumptions related to the timing of estimated gross profits.  During
the first nine months of 1998, VPIF decreased $2.7 million to adjust
the value of other receivables and increased $0.2 million as a result
of an adjustment to the merger costs.  Amortization of DPAC increased
$15.7 million, or 390.7%, in the first nine months of 1999.  This
increase resulted from growth in policy acquisition costs deferred
from $133.6 million at September 30, 1998 to $244.8 million at
September 30, 1999, which was generated by expenses associated with
the large sales volume experienced since September 30, 1998.  Based on
current conditions and assumptions as to the impact of future events
on acquired policies in force, the expected approximate net
amortization relating to VPIF as of September 30, 1999 is $1.1 million
for the remainder of 1999, $4.3 million in 2000, $4.0 million in 2001,
$3.6 million in 2002, $3.2 million in 2003, and $2.4 million in 2004.
Actual amortization may vary based upon changes in assumptions and
experience.

Amortization of goodwill during the first nine months of 1999 totaled
$2.8 million, unchanged from the first nine months of 1998.  Goodwill
resulting from the merger is being amortized on a straight-line basis
over 40 years.

Interest expense on the $25 million surplus note issued in December
1996 and expiring December 2026 was $1.5 million in the first nine
months of 1999, unchanged from the same period of 1998.  Interest
expense on the $60 million surplus note issued in December 1998 and
expiring December 2028 was $3.3 million in the first nine months of
1999. Golden American also paid $0.7 million in the first nine months
of 1999 compared to $1.3 million in the same period of 1998 to ING
America Insurance Holdings, Inc. ("ING AIH") for interest on the
reciprocal loan agreement. Interest expense on the revolving note
payable with SunTrust Bank, Atlanta was $0.1 million for the first
nine months of 1999.  In addition, Golden American paid interest of
$0.2 million during the first quarter of 1998 on the line of
credit with Equitable, which was repaid with a capital contribution
from the Parent and with funds borrowed from ING AIH.

INCOME.  Net income for the first nine months of 1999 was $3.6
million, a decrease of $1.3 million from net income of $4.9 million in
the same period of 1998.

Comprehensive loss for the first nine months of 1999 was $18,000, a
decrease of $5.5 million from comprehensive income of $5.5 million in
the same period of 1998.

                                    43

<PAGE>
<PAGE>

1998 COMPARED TO 1997

The following analysis combines Post-Merger and Post-Acquisition
activity for 1997.

PREMIUMS.

<TABLE>
                          POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                              For the Period   |  For the Period
                          For the Year      For the Year     October 25, 1997  |  January 1, 1997
                             ended              ended            through       |      through
                       December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                       -----------------  -----------------  ----------------- | ----------------
                                                    (Dollars in millions)      |
<S>                         <C>                 <C>                <C>         |      <C>
Variable annuity                                                               |
  premiums:                                                                    |
  Separate account....      $1,513.3            $291.2             $111.0      |      $180.2
  Fixed account.......         588.7             318.0               60.9      |       257.1
                            --------            ------             ------      |      ------
                             2,102.0             609.2              171.9      |       437.3
Variable life                                                                  |
  premiums............          13.8              15.6                1.2      |        14.4
                            --------            ------             ------      |      ------
Total premiums........      $2,115.8            $624.8             $173.1      |      $451.7
                            ========            ======             ======      |      ======

</TABLE>

For the Companies' variable contracts, premiums collected are not
reported as revenues, but are reported as deposits to insurance
liabilities. Revenues for these products are recognized over time in
the form of investment income and product charges.

Variable annuity separate account premiums increased 419.7% in 1998
primarily due to increased sales of the Premium Plus product
introduced in October of 1997 and the increased sales levels of the
Companies' other products. The fixed account portion of the Companies'
variable annuity premiums increased 85.1% in 1998. Variable life
premiums decreased 11.4% in 1998. Total premiums increased 238.7% in
1998.

During 1998, the Companies' sales were further diversified among
broker/dealers. Premiums, net of reinsurance, for variable products
from two significant broker/dealers having at least ten percent of
total sales for the year ended December 31, 1998 totaled $580.7
million, or 27% of premiums ($328.2 million, or 53% from two
significant broker/dealers for the year ended December 31, 1997).

REVENUES.

<TABLE>
                           POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                               For the Period   |  For the Period
                           For the Year      For the Year     October 25, 1997  |  January 1, 1997
                              ended              ended            through       |      through
                        December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                        -----------------  -----------------  ----------------- | ----------------
                                                     (Dollars in millions)      |
<S>                           <C>                <C>                <C>         |      <C>
Annuity and interest                                                            |
  sensitive life                                                                |
  product charges......       $39.1              $22.1              $3.8        |      $18.3
Management fee                                                                  |
  revenue..............         4.8                2.8               0.5        |        2.3
Net investment                                                                  |
  income...............        42.5               26.8               5.1        |       21.7
Realized gains (losses)                                                         |
  on investments.......        (1.5)               0.1                --        |        0.1
Other income...........         5.6                0.7               0.3        |        0.4
                              -----              -----              ----        |      -----
                              $90.5              $52.5              $9.7        |      $42.8
                              =====              =====              ====        |      =====

</TABLE>

                                    44

<PAGE>
<PAGE>

Total revenues increased 72.3%, or $38.0 million, to $90.5 million in
1998. Annuity and interest sensitive life product charges increased
76.8%, or $17.0 million, to $39.1 million in 1998 due to additional
fees earned from the increasing block of business under management in
the separate accounts and an increase in surrender charge revenues.
This increase was partially offset by the elimination of the unearned
revenue reserve related to in force acquired business at the merger
date, which resulted in lower annuity and interest sensitive life
product charges compared to Post-Acquisition levels.

Golden American provides certain managerial and supervisory services
to DSI. The fee paid to Golden American for these services, which is
calculated as a percentage of average assets in the variable separate
accounts, was $4.8 million for 1998 and $2.8 million for 1997.

Net investment income increased 58.6%, or $15.7 million, to $42.5
million in 1998 from $26.8 million in 1997 due to growth in invested
assets. During 1998, the Company had net realized losses on
investments of $1.5 million, which included a $1.0 million write down
of two impaired bonds, compared to gains of $0.1 million in 1997.
Other income increased $4.9 million to $5.6 million in 1998 due
primarily to income received under a modified coinsurance agreement
with an unaffiliated reinsurer as a result of increased sales.

EXPENSES.

<TABLE>
                          POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                              For the Period   |  For the Period
                          For the Year      For the Year     October 25, 1997  |  January 1, 1997
                             ended              ended            through       |      through
                       December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                       -----------------  -----------------  ----------------- | ----------------
                                                    (Dollars in millions)      |
<S>                         <C>                 <C>                <C>         |      <C>
Insurance benefits                                                             |
  and expenses:                                                                |
Annuity and interest                                                           |
  sensitive life                                                               |
  benefits:                                                                    |
  Interest credited to                                                         |
    account balances..      $94.9               $26.7              $7.4        |      $19.3
  Benefit claims                                                               |
    incurred in excess                                                         |
    of account                                                                 |
    balances..........        2.1                 0.1                --        |        0.1
Underwriting,                                                                  |
  acquisition, and                                                             |
  insurance expense:                                                           |
  Commission..........      121.2                36.3               9.4        |       26.9
  General Expenses....       37.6                17.3               3.4        |       13.9
  Insurance taxes.....        4.1                 2.3               0.5        |        1.8
  Policy acquisition                                                           |
  costs deferred           (197.8)              (42.7)            (13.7)       |      (29.0)
  Amortization:                                                                |
    Deferred policy                                                            |
      acquisition                                                              |
      costs...........        5.1                 2.6               0.9        |        1.7
    Value of purchased                                                         |
      insurance in                                                             |
      force...........        4.7                 6.1               0.9        |        5.2
    Goodwill............      3.8                 2.0               0.6        |        1.4
                           ------               -----             -----        |      -----
                           $ 75.7               $50.7             $ 9.4        |      $41.3
                           ======               =====             =====        |      =====

</TABLE>

Total insurance benefits and expenses increased 49.2%, or $25.0
million, in 1998 from $50.7 million in 1997. Interest credited to
account balances increased 255.4%, or $68.2 million, in 1998 from
$26.7 in 1997. The extra credit bonus on the Premium Plus product
introduced in October of 1997 generated a $51.6 million increase in
interest credited during 1998 compared to 1997. The remaining increase
in interest credited related to higher account balances associated
with the Companies' fixed account option within its variable products.

                                    45

<PAGE>
<PAGE>

Commissions increased 234.2%, or $84.9 million, in 1998 from $36.3
million in 1997. Insurance taxes increased 77.0%, or $1.8 million, in
1998 from $2.3 million in 1997. Changes in commissions and insurance
taxes are generally related to changes in the level of variable
product sales. Insurance taxes are impacted by several other factors,
which include an increase in FICA taxes primarily due to bonuses. Most
costs incurred as the result of new sales including the extra credit
bonus were deferred, thus having very little impact on current
earnings.

General expenses increased 117.7%, or $20.3 million, in 1998 from
$17.3 million in 1997. Management expects general expenses to continue
to increase in 1999 as a result of the emphasis on expanding the
salaried wholesaler distribution network. The Companies use a network
of wholesalers to distribute products and the salaries of these
wholesalers are included in general expenses. The portion of these
salaries and related expenses that varies with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from Equitable Life, an affiliate, for certain advisory, computer and
other resources and services provided by Golden American.

At the merger date, the Companies' deferred policy acquisition costs
("DPAC"), previous balance of value of purchased insurance in force
("VPIF") and unearned revenue reserve were eliminated and a new asset
of $44.3 million representing VPIF was established for all policies in
force at the merger date. During 1998, VPIF was adjusted to reduce
amortization by $0.2 million to reflect changes in the assumptions
related to the timing of future gross profits. VPIF decreased $2.6
million in the second quarter of 1998 to adjust the value of other
receivables recorded at the time of merger and increased $0.2 million
in the first quarter of 1998 as the result of an adjustment to the
merger costs. The amortization of VPIF and DPAC increased $1.1
million, or 13.0%, in 1998. During the second quarter of 1997, VPIF
was adjusted by $2.3 million to reflect narrower spreads than the
gross profit model assumed.

Amortization of goodwill for the year ended December 31, 1998 totaled
$3.8 million compared to $2.0 million for the year ended December 31,
1997.

Interest expense on the $25 million surplus note issued December 1996
and expiring December 2026 was $2.1 million for the year ended
December 31, 1998, unchanged from the same period of 1997. In
addition, Golden American incurred interest expense of $0.2 million in
1998 compared to $0.5 million in 1997 on the line of credit with
Equitable which was repaid with a capital contribution. Golden
American also paid $1.8 million in 1998 to ING America Insurance
Holdings, Inc. ("ING AIH") for interest on the reciprocal loan
agreement. Interest expense on the revolving note payable with
SunTrust Bank, Atlanta was $0.3 million for the year ended December
31, 1998.

INCOME.  Net income for 1998 was $5.1 million, an increase of $4.8
million from $0.3 million in 1997.

Comprehensive income for 1998 was $3.9 million, an increase of $1.8
million from $2.1 million in 1997.

1997 COMPARED TO 1996

The following analysis combines Post-Merger and Post-Acquisition
activity for 1997 and Post-Acquisition and Pre-Acquisition activity
for 1996 for comparison purposes.  Such a comparison does not
recognize the impact of the purchase accounting and goodwill
amortization except for the periods after August 13, 1996.

                                    46

<PAGE>
<PAGE>

PREMIUMS.

<TABLE>

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
<S>                                   <C>          |       <C>         |      <C>
Variable annuity                                   |                   |
  premiums:                                        |                   |
  Separate account.............       $111.0       |       $291.2      |      $180.2
  Fixed account................         60.9       |        318.0      |       257.1
                                      ------       |       ------      |      ------
                                       171.9       |        609.2      |       437.3
Variable life premiums.........          1.2       |        15.6       |        14.4
                                      ------       |       ------      |      ------
Total premiums.................       $173.1       |       $624.8      |      $451.7
                                      ======       |       ======      |      ======

</TABLE>


<TABLE>


                                 POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
<S>                                   <C>          |       <C>         |      <C>
Variable annuity                                   |                   |
  premiums:                                        |                   |
  Separate account.............       $ 51.0       |       $182.4      |      $131.4
  Fixed account................        118.3       |        245.3      |       127.0
                                      ------       |       ------      |      ------
                                       169.3       |        427.7      |       258.4
Variable life premiums.........          3.6       |         14.1      |        10.5
                                      ------       |       ------      |      ------
Total premiums.................       $172.9       |       $441.8      |      $268.9
                                      ======       |       ======      |      ======

</TABLE>

Variable annuity separate account and variable life premiums increased
59.6% and 10.1%, respectively in 1997. During 1997, stock market
returns, a relatively low interest rate environment and flat yield
curve have made returns provided by variable annuities and mutual funds
more attractive than fixed rate products such as certificates of
deposits and fixed annuities. The fixed account portion of the
Companies' variable annuity premiums increased 29.7% in 1997 due to
the Companies' marketing emphasis on fixed rates during the second
and third quarters.  Premiums, net of reinsurance, for variable
products from two significant broker/dealers having at least ten
percent of total sales for the year ended December 31, 1997, totaled
$328.2 million, or 53% of premiums ($298.0 million or 67% from two
significant broker/dealers for the year ended December 31, 1996).

                                    47

<PAGE>
<PAGE>

REVENUES.

<TABLE>

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
<S>                                    <C>         |       <C>         |      <C>
Annuity and interest sensitive                     |                   |
  life product charges.........        $3.8        |       $22.1       |      $18.3
Management fee revenue.........         0.5        |         2.8       |        2.3
Net investment income..........         5.1        |        26.8       |       21.7
Realized gains (losses) on                         |                   |
  investments..................          --        |         0.1       |        0.1
Other Income...................         0.3        |         0.7       |        0.4
                                       ----        |       -----       |      -----
                                       $9.7        |       $52.5       |      $42.8
                                       ====        |       =====       |      =====
</TABLE>

<TABLE>
                                 POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
<S>                                   <C>          |       <C>         |      <C>
Annuity and interest sensitive                     |                   |
  life product charges.........       $ 8.8        |       $21.0       |      $12.2
Management fee revenue.........         0.9        |         2.3       |        1.4
Net investment income..........         5.8        |        10.8       |        5.0
Realized gains (losses) on                         |                   |
  investments..................          --        |        (0.4)      |       (0.4)
Other income                            0.5        |         0.6       |        0.1
                                      -----        |       -----       |      -----
                                      $16.0        |       $34.3       |      $18.3
                                      =====        |       =====       |      =====

</TABLE>

Total revenues increased 53.3%, or $18.2 million, to $52.5 million in
1997.  Annuity and interest sensitive life product charges increased
5.2%, or $1.1 million in 1997 due to additional fees earned from the
increasing block of business under management in the Separate Accounts
and an increase in the collection of surrender charges.

Golden American provides certain managerial and supervisory services
to DSI.  This fee, calculated as a percentage of average assets in the
variable separate accounts, was $2.8 million for 1997 and $2.3 million
for 1996.

Net investment income increased 148.3%, or $16.0 million, to $26.8
million in 1997 from $10.8 million in 1996  due to growth in invested
assets.  During 1997, the Company had net realized gains on the
disposal of investments, which were the result of voluntary sales, of
$0.1 million compared to net realized losses of $0.4 million in 1996.


                                    48

<PAGE>
<PAGE>

EXPENSES.

<TABLE>

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
<S>                                   <C>          |       <C>         |      <C>
Insurance benefits and                             |                   |
  expenses:                                        |                   |
  Annuity and interest                             |                   |
    sensitive life benefits:                       |                   |
  Interest credited to account                     |                   |
    balances...................       $  7.4       |       $ 26.7      |      $ 19.3
  Benefit claims incurred in                       |                   |
    excess of account balances.           --       |          0.1      |         0.1
Underwriting, acquisition and                      |                   |
  insurance expenses:                              |                   |
  Commissions..................          9.4       |         36.3      |        26.9
  General expenses.............          3.4       |         17.3      |        13.9
  Insurance taxes..............          0.5       |          2.3      |         1.8
  Policy acquisition costs                         |                   |
    deferred...................        (13.7)      |        (42.7)     |       (29.0)
Amortization:                                      |                   |
  Deferred policy acquisition                      |                   |
    costs......................          0.9       |          2.6      |         1.7
  Present value of in force                        |                   |
    acquired...................          0.9       |          6.1      |         5.2
  Goodwill.....................          0.6       |          2.0      |         1.4
                                      ------       |       ------      |      ------
                                      $  9.4       |       $ 50.7      |      $ 41.3
                                      ======       |       ======      |      ======

</TABLE>


<TABLE>

                                 POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
<S>                                   <C>          |       <C>         |      <C>
Insurance benefits and                             |                   |
    expenses:                                      |                   |
  Annuity and interest sensitive                   |                   |
    life benefits:                                 |                   |
    Interest credited to account                   |                   |
      balances..................      $  5.7       |       $ 10.1      |      $  4.4
    Benefit claims incurred in                     |                   |
      excess of account                            |                   |
      balances..................         1.3       |          2.2      |         0.9
  Underwriting, acquisition and                    |                   |
    insurance expenses:                            |                   |
    Commissions.................         9.9       |         26.5      |        16.6
    General expenses............         5.9       |         15.3      |         9.4
    Insurance taxes.............         0.7       |          1.9      |         1.2
    Policy acquisition costs....                   |                   |
      deferred                         (11.7)      |        (31.0)     |       (19.3)
  Amortization:                                    |                   |
    Deferred policy acquisition                    |                   |
      costs.....................         0.2       |          2.6      |         2.4
    Present value of in force                      |                   |
      acquired..................         2.7       |          3.7      |         1.0
    Goodwill....................         0.6       |          0.6      |          --
                                      ------       |       ------      |      ------
                                      $ 15.3       |       $ 31.9      |      $ 16.6
                                      ======       |       ======      |      ======

</TABLE>

Total insurance benefits and expenses increased 59.3%, or $18.8
million, in 1997 from $31.9 million in 1996. Interest credited to
account balances increased 164.4%, or $16.6 million, in 1997 as a
result of higher account balances associated with the Company's fixed
account option within its variable products.

Commissions increased 37.3%, or $9.8 million, in 1997 from $26.5
million in 1996.  Insurance taxes increased 23.3%, or $0.4 million, in
1997 from $1.9 million in 1996.  Increases and decreases in
commissions and insurance taxes are generally related to changes in
the level of variable product sales.

                                    49

<PAGE>
<PAGE>

Insurance taxes are also impacted by several other factors which include
an increase in FICA taxes primarily due to bonuses and an increase in
state licenses and fees.  Most costs incurred as the result of new sales
were deferred, thus having very little impact on earnings.

General expenses increased 12.6%, or $2.0 million, in 1997 from $15.3
million in 1996 due in part to certain expenses associated with the
merger occurring on October 24, 1997.  In addition, the Company uses a
network of wholesalers to distribute its products and the salaries of
these wholesalers are included in general expenses.  The portion of
these salaries and related expenses which vary with sales production
levels are deferred, thus having little impact on earnings.  This
increase in general expenses was partially offset by reimbursements
received from Equitable Life, an affiliate, for certain advisory,
computer and other resources and services provided by Golden American.

During the second quarter of 1997, present value of in force acquired
("PVIF") was unlocked by $2.3 million to reflect narrower current
spreads than the gross profit model assumed.  The Company's deferred
policy acquisition costs ("DPAC"), previous balance of PVIF and
unearned revenue reserve, as of the merger date, were eliminated and
an asset of $44.3 million representing PVIF was established for all
policies in force at the merger date.  The amortization of PVIF and
DPAC increased $2.4 million, or 37.1%, in 1997. Based on current
conditions and assumptions as to the impact of future events on
acquired policies in force, the expected approximate net amortization
for the next five years, relating to the PVIF as of December 31, 1997,
is $6.2 million in 1998, $6.0 million in 1999, $5.6 million in 2000,
$5.0 million in 2001 and $4.2 million in 2002.

Amortization of goodwill for the year ended December 31, 1997 totaled
$2.0 million compared to $0.6 million for the year ended December 31,
1996.

Interest expense on the $25 million surplus note issued December 1996
was $2.0 million for the year ended December 31, 1997.  Interest on
any line of credit borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%.  During
1997, the Company paid $0.6 million to Equitable for interest on the
line of credit.

INCOME.  Net income on a combined basis for 1997 was $0.3 million, a
decrease of $3.2 million, or 91.4%, from 1996.

                          FINANCIAL CONDITION
RATINGS.  During 1998, the Companies' ratings were upgraded by
Standard & Poor's Rating Services ("Standard & Poor's") from AA to
AA+. During the first quarter of 1999, the Companies' ratings were
upgraded by Duff & Phelps Credit Rating Company from AA+ to AAA.

INVESTMENTS.  The financial statement carrying value and amortized
cost basis of the Companies' total investment portfolio grew 8.7% and
10.5%, respectively, during the first nine months of 1999.  All of the
Companies' investments, other than mortgage loans on real estate, are
carried at fair value in the Companies' financial statements. As such,
growth in the carrying value of the Companies' investment portfolio
included changes in unrealized appreciation and depreciation of fixed
maturities as well as growth in the cost basis of these securities.
Growth in the cost basis of the Companies' investment portfolio
resulted from the investment of premiums from the sale of the
Companies' fixed account options. The Companies manage the growth of
insurance operations in order to maintain adequate capital ratios. To
support the fixed account options of the Companies' variable insurance
products, cash flow was invested primarily in fixed maturities and
short-term investments.

At September 30, 1999 and December 31, 1998, the Companies had no
investments in default. At September 30, 1999 and December 31, 1998,
the Companies' investment portfolio had a yield of 6.6% and 6.4%,
respectively.

                                    50

<PAGE>
<PAGE>

The Companies estimate the total investment portfolio, excluding
policy loans, had a fair value approximately equal to 98.0%
of amortized cost value at September 30, 1999 (100.2% at December
31, 1998).

Fixed Maturities: At September 30, 1999, the Companies had fixed
maturities with an amortized cost of $815.0 million and an estimated
fair value of $798.7 million. At December 31, 1998, the Companies had
fixed maturities with an amortized cost of $739.8 million and an
estimated fair value of $742.0 million.

The Companies classify 100% of securities as available for sale. At
September 30, 1999, net unrealized depreciation on fixed maturities of
$16.3 million was comprised of gross appreciation of $0.8 million and
gross depreciation of $17.1 million.  Net unrealized holding losses on
these securities, net of adjustments to VPIF, DPAC, and deferred
income taxes of $4.0 million, was included in stockholder's equity at
September 30, 1999.  At December 31, 1998 net unrealized appreciation
of fixed maturities of $2.2 million was comprised of gross
appreciation of $6.7 million and gross depreciation of $4.5 million.
Net unrealized holding gains on these securities, net of adjustments
to VPIF, DPAC, and deferred income taxes of $1.0 million was included
in stockholder's equity at December 31, 1998.

The individual securities in the Companies' fixed maturities portfolio
(at amortized cost) include investment grade securities, which include
securities issued by the U.S. government, its agencies, and
corporations, that are rated at least A- by Standard & Poor's ($528.0
million or 64.8% at September 30, 1999 and $477.4 million or 64.5% at
December 31, 1998), that are rated BBB+ to BBB- by Standard & Poor's
($138.0 million or 16.9% at September 30, 1999 and $124.0 million or
16.8% at December 31, 1998) and below investment grade securities
which are securities issued by corporations that are rated BB+ to CCC-
by Standard & Poor's ($72.3 million or 8.9% at September 30, 1999 and
$51.6 million or 7.0% at December 31, 1998). Securities not rated by
Standard & Poor's had a National Association of Insurance
Commissioners ("NAIC") rating of 1, 2, 3 or 4 ($76.7 million or 9.4%
at September 30, 1999 and $86.8 million or 11.7% at December 31,
1998). The Companies' fixed maturity investment portfolio had a
combined yield at amortized cost of 6.6% at September 30, 1999 and
6.5% at December 31, 1998.

Fixed maturities rated BBB+ to BBB- may have speculative
characteristics and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity of the
issuer to make principal and interest payments than is the case with
higher rated fixed maturities.

At September 30, 1999, the amortized cost value of the Companies'
total investment in below investment grade securities, excluding
mortgage-backed securities, was $73.7 million, or 7.4%, of the
Companies' investment portfolio ($52.7 million, or 5.9%, at December
31, 1998).  The Companies intend to purchase additional below
investment grade securities but do not expect the percentage of the
portfolio invested in such securities to exceed 10% of the investment
portfolio.  At September 30, 1999, the yield at amortized cost on the
Companies' below investment grade portfolio was 7.8% compared to 6.6%
for the Companies' investment grade corporate bond portfolio.  AAt
December 31, 1998, the yield at amortized cost on the Companies' below
investment grade portfolio was 7.9% compared to 6.4% for the
Companies' investment grade corporate bond portfolio.  The Companies
estimate the fair value of the below investment grade portfolio was
$70.5 million, or 95.6% of amortized cost value, at September 30, 1999
($51.7 million, or 98.1% of amortized cost value, at December 31,
1998).

Below investment grade securities have different characteristics than
investment grade corporate debt securities. Risk of loss upon default
by the borrower is significantly greater with respect to below
investment grade securities than with other corporate debt securities.
Below investment grade securities are generally unsecured and are
often subordinated to other creditors of the issuer. Also, issuers of
below investment grade securities usually have higher levels of debt
and are more sensitive to adverse economic conditions, such as a
recession or increasing interest rates, than are investment grade
issuers. The Companies attempt to reduce the overall risk in the below
investment grade portfolio, as in all investments, through careful
credit analysis, strict investment policy guidelines, and
diversification by company and by industry.

                                    51

<PAGE>
<PAGE>

The Companies analyze the investment portfolio, including below
investment grade securities, at least quarterly in order to determine
if the Companies' ability to realize the carrying value on any
investment has been impaired. For debt and equity securities, if
impairment in value is determined to be other than temporary (i.e. if
it is probable the Companies will be unable to collect all amounts due
according to the contractual terms of the security), the cost basis of
the impaired security is written down to fair value, which becomes the
new cost basis. The amount of the write-down is included in earnings
as a realized loss. Future events may occur, or additional or updated
information may be received, which may necessitate future write-downs
of securities in the Companies' portfolio. Significant write-downs in
the carrying value of investments could materially adversely affect
the Companies' net income in future periods.

During the nine months ended September 30, 1999 and Ifor the year
ended December 31, 1998, fixed maturities designated as available for
sale with a combined amortized cost of $170.6 million and $145.3
million, respectively, were called or repaid by their issuers. In
total, net pre-tax losses from sales, calls, and repayments of fixed
maturities amounted to $2.2 million and $0.5 million, for the first
nine months of 1999 and for the year ended December 31, 1998,
respectively.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value. As a result, at December 31, 1998, Golden American
recognized a total pre-tax loss of approximately $1.0 million to
reduce the carrying value of the bonds to their combined net
realizable value of $2.9 million.  During the second quarter of 1999,
further information was received regarding these bonds and Golden
American determined that the carrying value of the two bonds exceeded
their estimated net realizeable value.  As a result, at June 30, 1999
Golden American recognized a total pre-tax loss of approximately $1.6
million to further reduce the carrying value of the bonds to their
combined net realizeable value of $1.1 million.

Equity Securities: At September 30, 1999 and December 31, 1998,
Eequity securities represented 1.5% and 1.6%, respectively, of the
Companies' investment portfolio. At September 30, 1999 and December
31, 1998, the Companies owned equity securities with a cost of $14.4
million and an estimated fair value of $13.7 million and $11.5
million, respectively.  At September 30, 1999, net unrealized
depreciation of equity securities of $0.7 million was comprised of
gross appreciation of $0.3 million and gross depreciation of
$1.0 million at December 31, 1998 net unrealized depreciation of
equity securities was comprised entirely of gross depreciation of
$2.9 million .  Equity securities are primarily comprised of
investments in shares of the mutual funds underlying the Companies'
registered separate accounts.

Mortgage Loans on Real Estate: Mortgage loans on real estate
represented 9.5% and 10.9% of the Companies' investment portfolio at
September 30, 1999 and at December 31, 1998, respectively. Mortgages
outstanding at amortized cost were $93.9 million September 30, 1999
with an estimated fair value of $91.2 million. Mortgages outstanding
were $97.3 million at December 31, 1998 with an estimated fair value
of $99.8 million. At September 30, 1999, the Companies' mortgage loan
portfolio included 57 loans with an average size of $1.6 million and
average seasoning of 0.8 years if weighted by the number of loans. At
December 31, 1998, Tthe Companies' mortgage loan portfolio includeds
57 loans with an average size of $1.7 million and average seasoning of
0.9 years if weighted by the number of loans. The Companies' mortgage
loans on real estate are typically secured by occupied buildings in
major metropolitan locations and not speculative developments and are
diversified by type of property and geographic location.

Mortgage loans on real estate have been analyzed by geographical
location with concentrations by state identified as California (12% in
1998 and 1997), Utah (11% in 1998, 13% in 1997) and Georgia (10% in
1998, 11% in 1997).  There are no other concentrations of mortgage
loans in any state exceeding ten percent at December 31, 1998 and
1997.  Mortgage loans on real estate have also been analyzed by
collateral type with significant concentrations identified in office
buildings (36% in 1998, 43% in 1997), industrial buildings (32% in
1998, 33% in 1997) and retail facilities (20% in 1998, 15% in 1997).
As of September 30, 1999, there have been no significant changes to
the concentrations of mortgage loans on real estate compared to December
31, 1998.  At September 30, 1999 and December 31, 1998, the yield on
the Companies' mortgage loan portfolio was 7.3%.

                                    52

<PAGE>
<PAGE>

At September 30, 1999 and December 31, 1998, no mortgage loan on real
estate was delinquent by 90 days or more. The Companies' loan
investment strategy is consistent with other life insurance
subsidiaries of ING in the U.S. The insurance subsidiaries of EIC have
experienced a historically low default rate in their mortgage loan
portfolios.

OTHER ASSETS.  Accrued investment income increased $2.3 million during
the first nine months of 1999 due to an increase in the overall size
of the portfolio resulting from the investment of premiums allocated
to the fixed account options of the Companies' variable products.

DPAC represents certain deferred costs of acquiring insurance
business, principally first year commissions and interest bonuses,
extra credit bonuses and other expenses related to the production of
new business after the merger. The Companies' previous balances of
DPAC and VPIF were eliminated as of the merger date, and an asset
representing VPIF was established for all policies in force at the
merger date. VPIF is amortized into income in proportion to the
expected gross profits of in force acquired business in a manner
similar to DPAC amortization. Any expenses which vary directly with
the sales of the Companies' products are deferred and amortized. At
September 30, 1999, the Companies had DPAC and VPIF balances of $439.2
million and $33.0 million ($205.0 million and $36.0 million,
respectively at December 31, 1998). During the first nine months of
1998, VPIF decreased $2.7 million to adjust the value of other
receivables and increased $0.2 million as a result of an adjustment to
the merger costs.

Property and equipment increased $5.7 million, or 77.1%, during the
first nine months of 1999, due to the purchase of furniture and other
equipment for Golden American's new offices in West Chester,
Pennsylvania.  Property and equipment increased $5.8 million during
1998, due to installation of a new policy administration system,
introduction of an imaging system as well as the growth in the
business.

Goodwill totaling $151.1 million, representing the excess of the
acquisition cost over the fair value of net assets acquired, was
established at the merger date. Accumulated amortization of goodwill
as of September 30, 1999 and December 31, 1998 was $7.2 million and
$4.4 million, respectively.

Other assets increased $35.8 million during the first nine months of
1999 due mainly to an increase in a receivable from the separate
account.  Other assets increased $5.5 million during 1998 due mainly
to an increase in amounts due from an unaffiliated reinsurer under a
modified coinsurance agreement.

At September 30, 1999, the Companies had $5.6 billion of separate
account assets compared to $3.4 billion at December 31, 1998. The
increase in separate account assets resulted from market appreciation,
increased transfer activity, and sales of the Companies' variable
annuity products, net of redemptions. At December 31, 1998, the
Companies had $3.4 billion of separate account assets compared to $1.6
billion at December 31, 1997. The increase in separate account assets
resulted from market appreciation and growth in sales of the
Companies' variable annuity products, net of redemptions.

At September 30, 1999, the Companies had total assets of $7.3 billion,
a 53.9% increase from December 31, 1998.  At December 31, 1998,
the Companies had total assets of $4.8 billion, an increase of 94.3%
from December 31, 1997.

LIABILITIES.  In conjunction with the volume of variable annuity
sales, the Companies' total liabilities increased $2.5 billion, or
55.9%, during the first nine months of 1999 and totaled $6.9 billion
at September 30, 1999.  At September 30, 1999, future policy benefits
for annuity and interest sensitive life products increased $128.3
million, or 14.6%, to $1.0 billion reflecting premium growth in the
Companies' fixed account options of its variable products, net of
transfers to the separate accounts. Market appreciation, increased
transfer activity, and premiums, net of redemptions, accounted for the
$2.2 billion, or 64.9%, increase in separate account liabilities to
$5.6 billion at September 30, 1999.

In conjunction with the volume of variable annuity sales, the
Companies' total liabilities increased $2.2 billion, or 98.2%, during
1998 and totaled $4.4 billion at December 31, 1998. Future policy
benefits for annuity and interest sensitive life products increased
$375.8 million, or 74.4%, to $881.1 million reflecting premium growth
in the Companies' fixed account option of its variable products.
Market appreciation and premium growth, net of redemptions, accounted
for the $1.7 billion, or 106.3%, increase in separate account
liabilities to $3.4 billion at December 31, 1998.

                                    53

<PAGE>
<PAGE>

On September 30, 1999, Golden American issued a $75 million, 7.75%
surplus note to ING AIH, which matures on September 29, 2029.

On December 30, 1998, Golden American issued a $60 million, 7.25%
surplus note to Equitable Life, which matures on December 29, 2028.

On December 17, 1996, Golden American issued a $25 million, 8.25%
surplus note to Equitable which matures on December 17, 2026. As a
result of the merger, the surplus note is now payable to EIC.

At September 30, 1999, other liabilities increased $47.5 million from
$32.6 million at December 31, 1998, due primarily to increases in
securities payables and remittances to be applied.

At December 31, 1998, other liabilities increased $15.3 million from
$17.3 million at December 31, 1997, due primarily to increases in
accounts payable, outstanding checks, guaranty fund assessment
liability, and pension liability.

The effects of inflation and changing prices on the Companies'
financial position are not material since insurance assets and
liabilities are both primarily monetary and remain in balance. An
effect of inflation, which has been low in recent years, is a decline
in stockholder's equity when monetary assets exceed monetary
liabilities.

STOCKHOLDER'S EQUITY. Additional paid-in capital increased $100.0
million, or 28.8%, from December 31, 1998 to $447.6 million at
September 30, 1999 due to capital contributions from the Parent.
Additional paid-in capital increased $122.6 million, or 54.5%, from
December 31, 1997 to $347.6 million at December 31, 1998 primarily due
to capital contributions from the Parent.


                    LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Companies to generate sufficient cash
flows to meet the cash requirements of operating, investing, and
financing activities. The Companies' principal sources of cash are
variable annuity premiums and product charges, investment income,
maturing investments, proceeds from debt issuance, and capital
contributions made by the Parent. Primary uses of these funds are
payments of commissions and operating expenses, interest and extra
premium credits, investment purchases, repayment of debt, as well as
withdrawals and surrenders.

Net cash used in operating activities was $60.0 million in the first
nine months of 1999 compared to $22.7 million in the same period of
1998. Net cash used in operating activities was $63.9 million in 1998
compared to $4.8 million in 1997. The Companies have predominantly had
negative cash flows from operating activities since Golden American
started issuing variable insurance products in 1989. These negative
operating cash flows result primarily from the funding of commissions
and other deferrable expenses related to the continued growth in the
variable annuity products. The 1998 increase in net cash used in
operating activities resulted principally from the introduction of
Golden American's extra premium credit product in October 1997. In
1998, $54.4 million in extra premium credits was added to contract
holders' account values versus $2.8 million in 1997.

Net cash used in investing activities was $111.3 million during the
first nine months of 1999 as compared to $224.5 million in the same
period of 1998.  This decrease is primarily due to greater net
purchases of fixed maturities, equity securities, and mortgage loans
on real estate during the first nine months of 1998 than in the same
period of 1999.  Net purchases of fixed maturities reached $79.7
million during the first nine months of 1999 versus $199.0 million in
the same period of 1998.  Net sales of mortgage loans on real estate
were $3.2 million during the first nine months of 1999 compared to net
purchases of $13.2 million during the first nine months of 1998.

Net cash used in investing activities was $390.0 million during 1998
as compared to $198.5 million in 1997. This increase is primarily due
to greater net purchases of fixed maturities resulting from an
increase in funds available from net fixed account deposits. Net
purchases of fixed maturities reached

                                    54

<PAGE>
<PAGE>

$331.3 million in 1998 versus $135.3 million in 1997. Net purchases
of mortgage loans on real estate, on the other hand, declined to $12.6
million from $51.2 at December 31, 1997in the prior year. In 1998,
net purchases of short-term investments were unusually high due to
the investment of the remaining proceeds of Golden American's $60.0
million surplus note issued on December 30, 1998.

Net cash provided by financing activities was $177.5 million during
the first nine months of 1999 compared to $245.1 million during the
same period of 1998. In the first nine months of 1999, net cash
provided by financing activities was positively impacted by net fixed
account deposits of $441.7 million compared to $300.0 million in the
same period of 1998.  This increase was offset by net reallocations to
the Companies' separate accounts, which increased to $439.2 million
from $163.5 million during the prior year, and by a decrease in net
borrowings of $54.8 million in the first nine months of 1999 compared
to the first nine months of 1998.  In the first nine months of 1999,
another important source of cash provided by financing activities was
$100.0 million in capital contributions from the Parent compared to
$53.8 million in the first nine months of 1998. In addition, another
source of cash provided by financing activities during the third
quarter of 1999 was $75.0 million in proceeds from a surplus note
with ING AIH.

Net cash provided by financing activities was $439.5 million during
1998 as compared to $218.6 million during the prior year. In 1998, net
cash provided by financing activities was positively impacted by net
fixed account deposits of $520.8 million compared to $303.6 million in
1997. This increase was partially offset by net reallocations to the
Companies' separate accounts, which increased to $239.7 million from
$110.1 million during the prior year. In 1998, other important sources
of cash provided by financing activities were $98.4 million of capital
contributions from the Parent and $60.0 million of proceeds from the
issuance of a surplus note on December 30, 1998.  The Companies have
used part of the proceeds of the surplus note to repay outstanding
short-term debt.

The Companies' liquidity position is managed by maintaining adequate
levels of liquid assets, such as cash or cash equivalents and short-
term investments. Additional sources of liquidity include borrowing
facilities to meet short-term cash requirements. Golden American
maintains a $65.0 million reciprocal loan agreement with ING AIH,
which expires on December 31, 2007.  In addition, the Companies
have an $85.0 million revolving note facility with SunTrust Bank,
Atlanta, which expires on July 31, 2000.  Management believes that
these sources of liquidity are adequate to meet the Companies'
short-term cash obligations.

Based on current trends, the Companies expect to continue to use net
cash in operating activities, given the continued growth of the
variable annuity products. It is anticipated that a continuation of
capital contributions from the Parent and the issuance of additional
surplus notes will cover these net cash outflows. ING is committed to
the sustained growth of Golden American.  During 1999, ING will
maintain Golden American's statutory capital and surplus at the end of
each quarter at a level such that: 1) the ratio of Total Adjusted
Capital divided by Company Action Level Risk Based Capital exceeds
300%; 2) the ratio of Total Adjusted Capital (excluding surplus notes)
divided by Company Action Level Risk Based Capital exceeds 200%; and
3) Golden American's statutory capital and surplus exceeds the
"Amounts Accrued for Expense Allowances Recognized in Reserves" as
disclosed on page 3, Line 13A of Golden American's Statutory
Statement.

During the first quarter of 1999, Golden American's operations were
moved to a new site in West Chester, Pennsylvania.  During the third
quarter of 1999, Golden American occupied an additional 20,000 square
feet and currently occupies 85,000 square feet of leased space, its
affiliate occupies 20,000 square feet, and it has made commitments for
an additional 20,000 square feet to be occupied by itself or its
affiliates during the fourth quarter of 1999.  Previously, Golden
American's home office operations were housed in leased locations in
Wilmington, Delaware and various locations in Pennsylvania, which were
leased on a short-term basis for use in the transition to the new
office building. Golden American's New York subsidiary is housed in
leased space in New York, New York. The Companies intend to spend
approximately $1.0 million on capital needs during the remainder of
1999.

The ability of Golden American to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed an
annual
                                    55

<PAGE>
<PAGE>

limit. During 1999, Golden American cannot pay dividends to its
Parent without prior approval of statutory authorities.

Under the provisions of the insurance laws of the State of New York,
First Golden cannot distribute any dividends to its stockholder,
Golden American, unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed with the New York
Insurance Department at least thirty days in advance of the proposed
declaration. If the Superintendent of the New York Insurance Department
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the
filing.  The management of First Golden does not anticipate paying
any dividends to Golden American during 1999.

The NAIC's risk-based capital requirements require insurance companies
to calculate and report information under a risk-based capital
formula. These requirements are intended to allow insurance regulators
to monitor the capitalization of insurance companies based upon the
type and mixture of risks inherent in a company's operations. The
formula includes components for asset risk, liability risk, interest
rate exposure and other factors. The Companies have complied with the
NAIC's risk-based capital reporting requirements. Amounts reported
indicate the Companies have total adjusted capital well above all
required capital levels.

Reinsurance:  At September 30, 1999 and at December 31, 1998, Golden
American had reinsurance treaties with four unaffiliated reinsurers
and one affiliated reinsurer covering a significant portion of the
mortality risks under its variable contracts. Golden American remains
liable to the extent its reinsurers do not meet their obligations
under the reinsurance agreements.

                                    56

<PAGE>
<PAGE>



                  MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the
Companies' operations, including investment decisions, product
development and crediting rates determination. As part of the risk
management process, different economic scenarios are modeled,
including cash flow testing required for insurance regulatory
purposes, to determine that existing assets are adequate to meet
projected liability cash flows. Key variables include
contractholder behavior and the variable separate accounts'
performance.

Contractholders bear the majority of the investment risks related
to the variable products. Therefore, the risks associated with the
investments supporting the variable separate accounts are assumed
by contractholders, not by the Companies (subject to, among other
things, certain minimum guarantees). The Companies' products also
provide certain minimum death benefits that depend on the
performance of the variable separate accounts. Currently the
majority of death benefit risks are reinsured, which protects the
Companies from adverse mortality experience and prolonged capital
market decline.

A surrender, partial withdrawal, transfer or annuitization made
prior to the end of a guarantee period from the fixed account may
be subject to a market value adjustment. As the majority of the
liabilities in the fixed account are subject to market value
adjustment, the Companies do not face a material amount of market
risk volatility. The fixed account liabilities are supported by a
portfolio principally composed of fixed rate investments that can
generate predictable, steady rates of return. The portfolio
management strategy for the fixed account considers the assets
available for sale.  This enables the Companies to respond to
changes in market interest rates, changes in prepayment risk,
changes in relative values of asset sectors and individual
securities and loans, changes in credit quality outlook and other
relevant factors. The objective of portfolio management is to
maximize returns, taking into account interest rate and credit
risks as well as other risks. The Companies' asset/liability
management discipline includes strategies to minimize exposure to
loss as interest rates and economic and market conditions change.

                                    57

<PAGE>
<PAGE>

On the basis of these analyses, management believes there is no
material solvency risk to the Companies. With respect to a 10%
drop in equity values from year-end 1998 levels, variable separate
account funds, which represent 85% of the in force as of
September 30, 1999, pass the risk in underlying fund performance
to the contract holder (except for certain minimum guarantees that
are mostly reinsured).  With respect to interest rate movements
up or down 100 basis points from year-end 1998 levels, the
remaining 15% of the in force as of September 30, 1999 are fixed
account funds and almost all of these have market value adjustments
which provide significant protection against changes in interest
rates.


     CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any forward-looking statement contained herein or in any other
oral or written statement by the Companies or any of their
officers, directors or employees is qualified by the fact that
actual results of the Companies may differ materially from such
statement, among other risks and uncertainties inherent in the
Companies' business, due to the following important factors:

 1. Prevailing interest rate levels and stock market performance,
    which may affect the ability of the Companies to sell their
    products, the market value and liquidity of the Companies'
    investments and the lapse rate of the Companies' policies,
    notwithstanding product design features intended to enhance
    persistency of the Companies' products.

                                    58

<PAGE>
<PAGE>

 2. Changes in the federal income tax laws and regulations which
    may affect the tax status of the Companies'products.

 3. Changes in the regulation of financial services, including
    bank sales and underwriting of insurance products, which
    may affect the competitive environment for the Companies'
    products.

 4. Increasing competition in the sale of the Companies' products.

 5. Other factors that could affect the performance of the
    Companies, including, but not limited to, market conduct
    claims, litigation, insurance industry insolvencies,
    availability of competitive reinsurance on new business,
    investment performance of the underlying portfolios of the
    variable products, variable product design and sales volume by
    significant sellers of the Companies' variable products.

 6. To the extent third parties are unable to transact business in
    the Year 2000 and thereafter, the Companies' operations could
    be adversely affected.


                         OTHER INFORMATION

SEGMENT INFORMATION.  During the period since the acquisition by
Bankers Trust, September 30, 1992 to date of this Prospectus,
Golden American's operations consisted of one business segment,
the sale of annuity and life insurance products. Golden American
and its affiliate DSI are party to in excess of 140 sales
agreements with broker-dealers, three of whom, Locust Street
Securities, Inc., Vestax Securities Corporation, and Multi-
Financial Securities Corporation, are affiliates of Golden
American. As of September 30, 1999, two broker-dealers produce
10% or more of Golden American's product sales.

REINSURANCE.  Golden American reinsures its mortality risk
associated with the Contract's guaranteed death benefit with one
or more appropriately licensed insurance companies. Golden
American also, effective June 1, 1994, entered into a reinsurance
agreement on a modified coinsurance basis with an affiliate of a
broker-dealer which distributes Golden American's products with
respect to 25% of the business produced by that broker-dealer.

RESERVES.  In accordance with the life insurance laws and
regulations under which Golden American operates, it is obligated
to carry on its books, as liabilities, actuarially determined
reserves to meet its obligations on outstanding Contracts.
Reserves, based on valuation mortality tables in general use in
the United States, where applicable, are computed to equal amounts
which, together with interest on such reserves computed annually
at certain assumed rates, make adequate provision according to
presently accepted actuarial standards of practice, for the
anticipated cash flows required by the contractual obligations and
related expenses of Golden American.

COMPETITION.  Golden American is engaged in a business that is
highly competitive because of the large number of stock and mutual
life insurance companies and other entities marketing insurance
products comparable to those of Golden American. There are
approximately 2,350 stock, mutual and other types of insurers in
the life insurance business in the United States, a substantial
number of which are significantly larger than Golden American.

SERVICE AGREEMENTS.  Beginning in 1994 and continuing until August
13, 1996, Bankers Trust (Delaware), a subsidiary of Bankers Trust
New York Corporation, and Golden American became parties to a service
agreement pursuant to which Bankers Trust (Delaware) agreed to provide
certain accounting, actuarial, tax, underwriting, sales, management and
other services to Golden American.  Expenses incurred by Bankers Trust
(Delaware)in relation to this service agreement were reimbursed by Golden
American on an allocated cost basis. Charges billed to Golden American by
Bankers Trust (Delaware) pursuant to the service agreement for 1996 through
its termination as of August 13, 1996 were $0.5 million.

Pursuant to a service agreement between Golden American and Equitable
Life, Equitable Life provides certain administrative, financial and
other services to Golden American.  Equitable Life billed Golden

                                    59

<PAGE>
<PAGE>

American and its subsidiary First Golden American Life Insurance
Company of New York ("First Golden"), $0.9 million, $1.1 million,
and $29,000 for the first nine months of 1999 and the years ended
December 31, 1998 and 1997, respectively, under this service
agreement.

Golden American provides to DSI certain of its personnel to perform
management, administrative and clerical services and the use of
certain facilities. Golden American charges DSI for such expenses and
all other general and administrative costs, first on the basis of
direct charges when identifiable, and the remainder allocated based on
the estimated amount of time spent by Golden American's employees on
behalf of DSI.  In the opinion of management, this method of cost
allocation is reasonable.  In 1995, the service agreement between DSI
and Golden American was amended to provide for a management fee from
DSI to Golden American for managerial and supervisory services
provided by Golden American. This fee, calculated as a percentage of
average assets in the variable separate accounts, was $6.8 million,
$4.8 million, $2.8 million and $2.3 million for the first nine months
of 1999, and the years of 1998, 1997 and 1996, respectively.

Since January 1, 1998, Golden American and First Golden have had an
asset management agreement with ING Investment Management LLC ("ING
IM"), an affiliate, in which ING IM provides asset management and
accounting services for a fee, payable quarterly. For the first nine
months of 1999 and for the year ended December 31, 1998, Golden
American and First Golden incurred fees of $1.6 million and $1.5 million,
respectively, under this agreement.  Prior to 1998, Golden American and
First Golden had a service agreement with Equitable Investment Services,
Inc. ("EISI"), an affiliate, in which EISI provided investment
management services.  Golden American and First Golden paid fees of
$1.0 million for 1997 and $72,000 for the period from August 14,
1996 through December 31, 1996, respectively.

Since 1997, Golden American has provided certain advisory, computer
and other resources and services to Equitable Life. Revenues for these
services totaled $0.9 million for the first nine months of 1999,
$5.8 million for 1998 and $4.3 million for 1997.

The Companies provide resources and services to DSI.  Revenues for
these services totaled $0.8 million for the first nine months of 1999.

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate.  Revenues for these services
totaled $0.4 million for the first nine months of 1999 and $2.1
million for 1998.

DISTRIBUTION AGREEMENT.  Under a distribution agreement, DSI acts as
the principal underwriter (as defined in the Securities Act of 1933
and the Investment Company Act of 1940, as amended) of the variable
insurance products issued by Golden American which as of September 30,
1999 and December 31, 1998, are sold primarily through two
broker/dealer institutions. For the nine months ended September 30,
1999 and the years 1998, 1997 and 1996, commissions paid by Golden
American to DSI (including commissions paid by First Golden)
aggregated $130.4 million, $117.5 million, $36.4 million and $27.1
million, respectively.

EMPLOYEES.  Golden American, as a result of its Service Agreement
with Bankers Trust (Delaware) and EIC Variable, had very few
direct employees. Instead, various management services were
provided by Bankers Trust (Delaware), EIC Variable and Bankers
Trust New York Corporation, as described above under "Service
Agreement." The cost of these services were allocated to Golden
American. Since August 14, 1996, Golden American has hired
individuals to perform various management services and has looked
to Equitable of Iowa and its affiliates for certain other
management services.

Certain officers of Golden American are also officers of DSI, and
their salaries are allocated among both companies. Certain
officers of Golden American are also officers of other Equitable
of Iowa subsidiaries. See "Directors and Executive Officers."

PROPERTIES.  Golden American's principal office is located at 1475
Dunwoody Drive, West Chester, Pennsylvania  19380, where all of
Golden American's records are maintained. This office space is
leased.

STATE REGULATION.  Golden American is subject to the laws of the
State of Delaware governing insurance companies and to the
regulations of the Delaware Insurance Department (the "Insurance
Department").  A detailed financial statement in the prescribed
form (the "Annual Statement") is filed with the Insurance
Department each year covering Golden American's operations for the
preceding year and its financial condition as of the end of that
year.  Regulation by the Insurance Department includes periodic
examination to determine contract liabilities and reserves so that
the Insurance Department may certify

                                    60

<PAGE>
<PAGE>

that these items are correct. Golden American's books and accounts are
subject to review by the Insurance Department at all times.  A full
examination of Golden American's operations is conducted periodically
by the Insurance Department and under the auspices of the NAIC.

In addition, Golden American is subject to regulation under the
insurance laws of all jurisdictions in which it operates.  The
laws of the various jurisdictions establish supervisory agencies
with broad administrative powers with respect to various matters,
including licensing to transact business, overseeing trade
practices, licensing agents, approving contract forms,
establishing reserve requirements, fixing maximum interest rates
on life insurance contract loans and minimum rates for
accumulation of surrender values, prescribing the form and content
of required financial statements and regulating the type and
amounts of investments permitted.  Golden American is required to
file the Annual Statement with supervisory agencies in each of the
jurisdictions in which it does business, and its operations and
accounts are subject to examination by these agencies at regular
intervals.

The NAIC has adopted several regulatory initiatives designed to
improve the surveillance and financial analysis regarding the
solvency of insurance companies in general.  These initiatives
include the development and implementation of a risk-based capital
formula for determining adequate levels of capital and surplus.
Insurance companies are required to calculate their risk-based
capital in accordance with this formula and to include the results
in their Annual Statement.  It is anticipated that these standards
will have no significant effect upon Golden American.  For
additional information about the Risk-Based Capital adequacy
monitoring system and Golden American, see "Management's
Discussion and Analysis Results of Operations"

In addition, many states regulate affiliated groups of insurers,
such as Golden American, and its affiliates, under insurance
holding company legislation.  Under such laws, inter-company
transfers of assets and dividend payments from insurance
subsidiaries may be subject to prior notice or approval, depending
on the size of the transfers and payments in relation to the
financial positions of the companies involved.

Under insurance guaranty fund laws in most states, insurers doing
business therein can be assessed (up to prescribed limits) for
contract owner losses incurred by other insurance companies which
have become insolvent.  Most of these laws provide that an
assessment may be excused or deferred if it would threaten an
insurer's own financial strength.  For information regarding
Golden American's estimated liability for future guaranty fund
assessments, see Note 11 of Notes to Financial Statements.

Although the federal government generally does not directly
regulate the business of insurance, federal initiatives often have
an impact on the business in a variety of ways.  Certain insurance
products of Golden American are subject to various federal
securities laws and regulations.  In addition, current and
proposed federal measures which may significantly affect the
insurance business include regulation of insurance company
solvency, employee benefit regulation, removal of barriers
preventing banks from engaging in the insurance business, tax law
changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative
desirability of various personal investment vehicles.

                                    61

<PAGE>
<PAGE>

DIRECTORS AND OFFICERS

NAME (AGE)                    POSITION(S) WITH THE COMPANY
----------                    ----------------------------
Barnett Chernow (50)          President and Director
Myles R. Tashman (57)         Director, Executive Vice President,
                              General Counsel and Secretary
Michael W. Cunningham (50)    Director
Mark A. Tullis (44)           Director
Phillip R. Lowery (46)        Director
James R. McInnis (51)         Executive Vice President and
                              Chief Marketing Officer
Stephen J. Preston (42)       Executive Vice President and Chief
                              Actuary
E. Robert Koster (41)         Senior Vice President and Chief Financial
                              Officer
Patricia M. Corbett (34)      Treasurer and Assistant V.P.
David L. Jacobson (50)        Senior Vice President and Assistant
                              Secretary
William L. Lowe (35)          Senior Vice President, Sales and Marketing
Ronald R. Blasdell (46)       Senior Vice President, Project Implementation
Steven G. Mandel (40)         Senior Vice President and
                              Chief Information Officer
Gary F. Haynes (54)           Senior Vice President, Operations

Each director is elected to serve for one year or until the next
annual meeting of shareholders or until his or her successor is
elected. Some directors are directors of insurance company
subsidiaries of Golden American's parent, Equitable of Iowa.  The
principal positions of Golden American's directors and senior
executive officers for the past five years are listed below:

Mr. Barnett Chernow became President and Director of Golden American
and President of First Golden in April 1998.  From 1993 to 1998, Mr.
Chernow served as Executive Vice President of Golden American.  He was
elected to serve as Executive Vice President and Director of First
Golden in September 1996.

Mr. Myles R. Tashman joined Golden American in August 1994 as
Senior Vice President and was named Executive Vice President,
General Counsel and Secretary effective January 1, 1996. He was
elected to serve as a Director of Golden American in January 1998.
He also serves as a Director, Executive Vice President, General
Counsel and Secretary of First Golden.

Mr. Michael W. Cunningham became a Director of Golden American and
First Golden in April 1999.  Also, he has served as a Director of
Life of Georgia and Security Life of Denver since 1995.
Currently, he serves as Executive Vice President and Chief
Financial Officer of ING North America Insurance Corporation, and
has worked for them since 1991.

Mr. Mark A. Tullis became a Director of Golden American in January
2000. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September 1999.

                                    62

<PAGE>
<PAGE>

Mr. Phillip R. Lowery became a Director of Golden American in
April 1999.  He has served as Executive Vice President and Chief
Actuary for ING Americas Region since 1990.

Mr. James R. McInnis joined Golden American in December, 1997 as
Executive Vice President. From 1982 through November 1997, he held
several positions with the Endeavor Group and was President upon
his departure.

Mr. E. Robert Koster was elected Senior Vice President and Chief
Financial Officer of Golden American in September 1998.  From
August, 1984 to September, 1998 he has held various positions with
ING companies in The Netherlands.

Ms. Patricia M. Corbett was elected Treasurer of Golden American
in December 1998. She joined Equitable Life Insurance Company of
Iowa in 1987 and is currently Treasurer and Assistant Vice
President of Equitable Life and USG Annuity & Life Company.

Mr. David L. Jacobson joined Golden American in November 1993 as
Senior Vice President and Assistant Secretary.

Mr. Stephen J. Preston joined Golden American in December, 1993 as
Senior Vice President, Chief Actuary and Controller. He became an
Executive Vice President and Chief Actuary in June 1998.

Mr. William L. Lowe joined Equitable Life as Vice President, Sales
& Marketing in January 1994. He became a Senior Vice President,
Sales & Marketing, of Golden American in August 1997. He was also
President of Equitable of Iowa Securities Network, Inc. until
October 1998.

Mr. Steven G. Mandel joined Golden American in October 1988 and
became Senior Vice President and Chief Information Officer in
June 1998.

Mr. Ronald R. Blasdell joined Golden American in February 1994 and
became Senior Vice President, Project Implementation in June 1998.

Mr. Gary Haynes joined Golden American in April 1999 and became
Senior Vice President, Operations in April 1999.


COMPENSATION TABLES AND OTHER INFORMATION

The following sets forth information with respect to the Chief
Executive Officer of Golden American as well as the annual salary
and bonus for the next five highly compensated executive officers
for the fiscal year ended December 31, 1998. Certain executive
officers of Golden American are also officers of DSI. The salaries
of such individuals are allocated between Golden American and DSI.
Executive officers of Golden American are also officers of DSI.
The salaries of such individuals are allocated between Golden
American and DSI pursuant to an arrangement among these companies.
Throughout 1995 and until August 13, 1996, Terry L. Kendall served
as a Managing Director at Bankers Trust New York Corporation.
Compensation amounts for Terry L. Kendall which are reflected
throughout these tables prior to August 14, 1996 were not charged
to Golden American, but were instead absorbed by Bankers Trust New
York Corporation.

                                    63

<PAGE>
<PAGE>

EXECUTIVE COMPENSATION TABLE

The following table sets forth information with respect to the
annual salary and bonus for Golden American's Chief Executive
Officers and the five other most highly compensated executive
officers for the fiscal year ended December 31, 1998.  As of
the date of this prospectus 1999 data was not yet available.

<TABLE>
                                                            LONG-TERM            ALL OTHER
                              ANNUAL COMPENSATION         COMPENSATION         COMPENSATION
                              -------------------   ------------------------   ------------
                                                     RESTRICTED   SECURITIES
NAME AND                                            STOCK AWARDS  UNDERLYING
PRINCIPAL POSITION   YEAR     SALARY     BONUS(1)    OPTIONS(2)   OPTIONS(3)
------------------   ----     ------     --------   ------------  ----------
<S>                  <C>     <C>         <C>          <C>           <C>         <C>
Barnett Chernow,     1998    $284,171    $105,375                   8,000
 President           1997    $234,167    $ 31,859     $277,576      4,000
                     1996    $207,526    $150,000                               $ 7,755(4)

James R. McInnis,    1998    $250,004    $626,245                   2,000
 Executive Vice
 President

Keith Glover,        1998    $250,000    $145,120                  3,900
 Executive Vice
 President

Myles R. Tashman,    1998    $189,337    $ 54,425                  3,500
 Executive Vice      1997    $181,417    $ 25,000     $165,512     5,000
 President,          1996    $176,138    $ 90,000                              $  5,127(4)
 General Counsel
 and Secretary

Stephen J. Preston,  1998    $173,870    $ 32,152                 3,500
 Executive Vice      1997    $160,758    $ 16,470
 President           1996    $156,937    $ 58,326
 and Chief Actuary

Paul R. Schlaack,    1998    $406,730    $210,600
 Former Chairman     1997    $351,000    $249,185    $1,274,518     19,000       $15,000
 and Vice President  1996    $327,875    $249,185    $  245,875     19,000       $15,000

Terry L. Kendall,    1998    $145,237    $181,417
 Former President    1997    $362,833    $ 80,365    $  644,844     16,000
 and CEO             1996    $288,298    $400,000                                $11,535(4)

</TABLE>

 (1) The amount shown relates to bonuses paid in 1998, 1997
     and 1996.
 (2) Restricted stock awards granted to executive officers
     vested on October 24, 1997 with the change in control of
     Equitable of Iowa.
 (3) Awards comprised of qualified and non-qualified stock
     options. All options were granted with an exercise price equal
     to the then fair market value of the underlying stock.  All
     options vested with the change in control of Equitable of Iowa
     and were cashed out for the difference between $68.00 and the
     exercise price.
 (4) In 1996, Contributions were made by the Company on behalf
     of the employee to PartnerShare, the deferred compensation
     plan sponsored by Bankers Trust New York Corporation and its
     affiliates for the benefit of all Bankers Trust employees, in
     February of 1996 to employees on record as of  December 31,
     1996, after an employee completed one year of service with the
     company.  This contribution could be in the form of deferred
     compensation and/or a cash payment.  In 1996, Mr. Kendall
     received $9,000 of deferred compensation and $2,535 of cash
     payment from the plan;  Mr. Chernow received $6,000 of
     deferred compensation and $1,755 of cash payment from the
     plan; Mr. Tashman received $4,000 of deferred compensation and
     $1,127 of cash payment from the plan.

                                    64

<PAGE>
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR (1998)

<TABLE>                                                                            POTENTIAL
                                                                       REALIZABLE VALUE AT
                                                                         ASSUMED ANNUAL
                              % OF TOTAL                                RATES OF STOCK
                  NUMBER OF     OPTIONS                                PRICE APPRECIATION
                  SECURITIES  GRANTED TO                                   FOR OPTION
                  UNDERLYING  EMPLOYEES      EXERCISE                       TERM (3)
                   OPTIONS    IN FISCAL       OR BASE   EXPIRATION     ------------------
NAME              GRANTED(1)    YEAR         PRICE (2)     DATE           5%        10%
----              ----------    -----        ---------     ----           --        ---
<S>                 <C>         <C>           <C>        <C>           <C>       <C>
Barnett Chernow     8,000       11.99         $60.518    5/26/2003     $164,016  $362,433
James R. McInnis    2,000        3.00         $60.518    5/26/2003     $ 41,004  $ 90,608
Keith Glover        3,900        5.85         $60.518    5/26/2003     $ 79,958  $176,686
Myles R. Tashman    3,500        5.25         $60.518    5/26/2003     $ 71,758  $158,564
Stephen J. Preston  3,500        5.25         $60.518    5/26/2003     $ 71,758  $158,564

</TABLE>

 (1) Stock appreciation rights granted on May 26, 1998 to the
     officers of Golden American have a three-year vesting period
     and an expiration date as shown.
 (2) The base price was equal to the fair market value of
     ING's stock on on the date of grant.
 (3) Total dollar gains based on indicated rates of
     appreciation of share price over a the five year term of the
     rights.

Directors of Golden American receive no additional compensation
for serving as a director.

                                    65

<PAGE>
<PAGE>


[Shaded Section Header]
--------------------------------------------------------------------------
  UNAUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------
For the Nine Months Ended September 30, 1999


                                          66

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                       (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                            September 30, 1999  December 31, 1998
                                            ------------------  -----------------
<S>                                             <C>                 <C>
ASSETS
Investments:
 Fixed maturities, available for sale, at
  fair value (cost:  1999 -- $815,027;
  1998 -- $739,772)                           $  798,708          $  741,985
 Equity securities, at fair value (cost:          13,679              11,514
  1999 -- $14,437; 1998 -- $14,437)
 Mortgage loans on real estate                    93,884              97,322
 Policy loans                                     13,454              11,772
 Short-term investments                           66,519              41,152
                                              ----------          ----------
Total investments                                986,244             903,745

Cash and cash equivalents                         12,908               6,679
Due from affiliates                                1,460               2,983
Accrued investment income                         11,896               9,645
Deferred policy acquisition costs                439,176             204,979
Value of purchased insurance in force             32,984              35,977
Current income taxes recoverable                     204                 628
Deferred income tax asset                         29,690              31,477
Property and equipment, less allowances
 for depreciation of $2,807 in 1999
 and $801 in 1998                                 13,017               7,348
Goodwill, less accumulated amortization
 of $7,242 in 1999 and $4,408 in 1998            143,886             146,719
Other assets                                      42,072               6,239
Separate account assets                        5,598,490           3,396,114
                                              ----------          ----------
Total assets                                  $7,312,027          $4,752,533
                                              ==========          ==========


LIABILITIES  AND  STOCKHOLDER'S  EQUITY
Policy liabilities and accruals:
 Future policy benefits:
  Annuity and interest sensitive life
    products                                  $1,009,382            $881,112
  Unearned revenue reserve                         5,855               3,840
 Other policy claims and benefits                     15                  --
                                              ----------          ----------
                                               1,015,252             884,952

Surplus notes                                    160,000              85,000
Due to affiliates                                  4,328                  --
Other liabilities                                 80,081              32,573
Separate account liabilities                   5,598,490           3,396,114
                                              ----------          ----------
                                               6,858,151           4,398,639

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
  authorized, issued,                              2,500               2,500
  and outstanding  250,000 shares
 Additional paid-in capital                      447,640             347,640
 Accumulated other comprehensive loss             (4,464)               (895)
 Retained earnings                                 8,200               4,649
                                              ----------          ----------
Total stockholder's equity                       453,876             353,894
                                              ----------          ----------
Total liabilities and stockholder's
 equity                                       $7,312,027          $4,752,533
                                              ==========          ==========


                                  See accompanying notes.


</TABLE>                                  67

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)


<TABLE>
<CAPTION>
                                                For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
<S>                                              <C>                 <C>
Revenues:
 Annuity and interest sensitive
  life product charges                           $  55,195           $ 26,984
 Management fee revenue                              6,755              3,257
 Net investment income                              42,671             29,296
 Realized gains (losses) on
  investments                                       (2,215)               436
 Other income                                        7,448              4,805
                                                 ---------           --------
                                                   109,854             64,778
Insurance benefits and expenses:
 Annuity and interest sensitive
  life benefits:
  Interest credited to account                     125,404             64,110
   balances
  Benefit claims incurred in                         3,452                862
   excess of account balances
 Underwriting, acquisition, and
  insurance expenses:
  Commissions                                      134,585             84,958
  General expenses                                  47,551             23,480
  Insurance taxes, state                             3,545              2,680
   licenses, and fees
  Policy acquisition costs                        (244,840)          (133,616)
   deferred
  Amortization:
   Deferred policy acquisition                      19,699              4,014
    costs
   Value of purchased insurance                      4,803              3,252
    in force
   Goodwill                                          2,834              2,834
                                                 ---------           --------
                                                    97,033             52,574
 Interest expense                                    5,552              3,033
                                                 ---------           --------
                                                   102,585             55,607
                                                 ---------           --------
 Income before income taxes                          7,269              9,171

 Income taxes                                        3,718              4,294
                                                 ---------           --------
 Net income                                      $   3,551           $  4,877
                                                 =========           ========


                                 See accompanying notes.


</TABLE>                                  68

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)


<TABLE>
<CAPTION>
                                                For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
<S>                                              <C>                 <C>
NET CASH USED IN OPERATING ACTIVITIES            $ (60,026)          $ (22,666)

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
 Fixed maturities -- available for sale             170,548              92,707
 Mortgage loans on real estate                        4,241               3,145
 Short-term investments  -- net                          --               2,575
                                                 ----------          ----------

                                                    174,789              98,427

Acquisition of investments:
 Fixed maturities -- available for sale            (250,277)           (291,687)
 Equity securities                                       --             (10,000)
 Mortgage loans on real estate                       (1,034)            (16,390)
 Policy loans -- net                                 (1,682)             (1,385)
 Short term investments -- net                      (25,367)                 --
                                                 ----------          ----------
                                                   (278,360)           (319,462)
Net purchase of property and equipment               (7,700)             (3,470)
                                                 ----------          ----------
Net cash used in investing activities              (111,271)           (224,505)

FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement             488,950             242,847
 borrowings
Repayment of reciprocal loan agreement             (488,950)           (202,847)
 borrowings
Proceeds from revolving note payable                131,595              20,082
Repayment of revolving note payable                (131,595)                 --
Proceeds from surplus note                           75,000                  --
Repayment of line of credit borrowings                   --              (5,309)
Receipts from annuity and interest
 sensitive life policies credited
 to account balances                                540,464             350,385
Return of account balances on annuity
 and interest sensitive life policies               (98,715)            (50,370)
Net reallocations to Separate Accounts             (439,223)           (163,455)
Contributions from parent                           100,000              53,750
                                                 ----------          ----------
Net cash provided by financing                      177,526             245,083
 activities
                                                 ----------          ----------

Increase (decrease) in cash and cash
 equivalents                                          6,229             (2,088)

Cash and cash equivalents at beginning
 of period                                            6,679             21,039
                                                 ----------          ----------
Cash and cash equivalents at end of
 period                                          $   12,908          $   18,951
                                                 ==========          ==========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
 Interest                                        $    5,078          $   3,493
 Taxes                                                   10                 80
Non-cash financing activities:
 Non-cash adjustment to additional paid
  in capital for adjusted merger costs                   --                143
 Non-cash contribution of capital from
  parent to repay line of credit
  borrowings                                             --             18,750


                                  See accompanying notes.


</TABLE>                                   69

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999


1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly, the financial
statements do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. All adjustments
were of a normal recurring nature, unless otherwise noted in Management's
Discussion and Analysis and the Notes to Financial Statements.  Operating
results for the nine months ended September 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1999.  These financial statements should be read in
conjunction with the financial statements and related notes included in
the Golden American Life Insurance Company's annual report on Form 10-K
for the year ended December 31, 1998.

CONSOLIDATION
The condensed consolidated financial statements include Golden American
Life Insurance Company ("Golden American") and its wholly owned
subsidiary, First Golden American Life Insurance Company of New York
("First Golden," and with Golden American, collectively, the
"Companies").  All significant intercompany accounts and transactions
have been eliminated.

ORGANIZATION
Golden American is a wholly owned subsidiary of Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent").  On October 24, 1997, PFHI
Holdings, Inc. ("PFHI"), a Delaware corporation, acquired all of the
outstanding capital stock of Equitable of Iowa Companies ("Equitable")
according to the terms of an Agreement and Plan of Merger dated July 7,
1997 among Equitable, PFHI, and ING Groep N.V. ("ING").  PFHI is a wholly
owned subsidiary of ING, a global financial services holding company
based in The Netherlands.  As a result of this transaction, Equitable was
merged into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc., a Delaware corporation.

FAIR VALUES
Estimated fair values of publicly traded fixed maturities for 1999 are as
reported by an independent pricing service.

STATUTORY
Net loss for Golden American as determined in accordance with statutory
accounting practices was $75,508,000 and $32,198,000 for the nine months
ended September 30, 1999 and 1998, respectively.  Total statutory capital
and surplus was $285,674,000 at September 30, 1999 and $183,045,000 at
December 31, 1998.

RECLASSIFICATIONS
Certain amounts in the September 30, 1998 and December 31, 1998 financial
statements have been reclassified to conform to the September 30, 1999
financial statement presentation.

2.  COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the Statement of Financial
Accounting Standard ("SFAS") No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this
statement had no impact on the Companies' net income or stockholder's
equity.  SFAS No. 130 requires unrealized gains or losses on the


                                          70

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999


2.  COMPREHENSIVE INCOME (continued)

Companies' available for sale securities (net of adjustments for value of
purchased insurance in force ("VPIF"), deferred policy acquisition costs
("DPAC"), and deferred income taxes) to be included in other
comprehensive income.

During the third quarter and first nine months of 1999, other
comprehensive income (loss) for the Companies amounted to $2,059,000 and
$(18,000), respectively ($2,426,000 and $5,478,000, respectively, for the
same periods of 1998).  Included in these amounts are other comprehensive
income (loss) for First Golden of $(14,000) and $(258,000) for the third
quarter and first nine months of 1999, respectively ($601,000 and
$1,174,000, respectively, for the same periods of 1998).  Other
comprehensive income (loss) excludes net investment gains (losses)
included in net income which merely represent transfers from unrealized
to realized gains and losses.  These amounts totaled $(460,000) and
$(2,512,000) during the third quarter and first nine months of 1999,
respectively ($263,000 and $388,000, respectively, for the same periods
of 1998).  Such amounts, which have been measured through the date of
sale, are net of income taxes and adjustments for VPIF and DPAC totaling
$(38,000) and $297,000 for the third quarter and first nine months of
1999, respectively ($40,000 and $48,000, respectively, for the same
periods of 1998).

3.  INVESTMENTS

INVESTMENT VALUATION ANALYSIS:  The Companies analyze the investment
portfolio at least quarterly in order to determine if the carrying value
of any investment has been impaired.  The carrying value of debt and
equity securities is written down to fair value by a charge to realized
losses when an impairment in value appears to be other than temporary.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value.  As a result, at December 31, 1998, Golden American recognized a
total pre-tax loss of $973,000 to reduce the carrying value of the bonds
to their combined net realizable value of $2,919,000. During the second
quarter of 1999, further information was received regarding these bonds
and Golden American determined that the carrying value of the two bonds
exceeded their estimated net realizable value. As a result, at June 30,
1999, Golden American recognized a total pre-tax loss of $1,639,000 to
further reduce the carrying value of the bonds to their combined net
realizable value of $1,137,000.

4.  RELATED PARTY TRANSACTIONS

OPERATING AGREEMENTS:  Directed Services, Inc. ("DSI"), an affiliate,
acts as the principal underwriter (as defined in the Securities Act of
1933 and the Investment Company Act of 1940, as amended) and distributor
of the variable insurance products issued by the Companies.  DSI is
authorized to enter into agreements with broker/dealers to distribute the
Companies' variable insurance products and appoint representatives of the
broker/dealers as agents. The Companies paid commissions and expenses to
DSI totaling $50,131,000 in the third quarter and $130,419,000 for the
first nine months of 1999 ($32,104,000 and $82,548,000, respectively, for
the same periods of 1998).

Golden American provides certain managerial and supervisory services to
DSI.  The fee paid by DSI for these services is calculated as a
percentage of average assets in the variable separate accounts.  For the
third quarter and first nine months of 1999, the fee was $2,659,000 and
$6,755,000, respectively ($1,234,000 and $3,257,000, respectively, for
the same periods of 1998).

The Companies have an asset management agreement with ING Investment
Management LLC ("ING IM"), an affiliate, in which ING IM provides asset
management and accounting services.  Under the agreement, the Companies
record a fee based on the value of the assets under management.  The fee
is payable quarterly.  For the third quarter and first nine months of
1999, the Companies incurred fees of $523,000 and

                                          71

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$1,637,000, respectively, under this agreement ($341,000 and $1,013,000,
respectively, for the same periods of 1998).

Golden American has a guaranty agreement with Equitable Life Insurance
Company of Iowa ("Equitable Life"), an affiliate. In consideration of an
annual fee, payable June 30, Equitable Life guarantees to Golden American
that it will make funds available, if needed, to Golden American to pay
the contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and nothing
contained therein or done pursuant thereto by Equitable Life shall be
deemed to constitute, a direct or indirect guaranty by Equitable Life of
the payment of any debt or other obligation, indebtedness or liability,
of any kind or character whatsoever, of Golden American.  The agreement
does not guarantee the value of the underlying assets held in separate
accounts in which funds of variable life insurance and variable annuity
policies have been invested.  The calculation of the annual fee is based
on risk based capital.  As Golden American's risk based capital level was
above required amounts, no annual fee was payable at June 30, 1999 or
1998.

Golden American provides certain advisory, computer and other resources
and services to Equitable Life.  Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $237,000 in
the third quarter of 1999 and $898,000 for the first nine months of 1999
($1,524,000 and $5,091,000, respectively, for the same periods of 1998).

The Companies have a service agreement with Equitable Life in which
Equitable Life provides administrative and financial related services.
Under this agreement, the Companies incurred expenses of $50,000 in the
third quarter of 1999 and $855,000 for the first nine months of 1999
($261,000 and $575,000, respectively, for the same periods of 1998).

The Companies provide resources and services to DSI.  Revenues for these
services, which reduce general expenses incurred by the Companies,
totaled $276,000 in the third quarter of 1999 and $759,000 for the first
nine months of 1999 ($19,000 and $57,000, respectively, for the same
periods of 1998).

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate. Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $159,000 in
the  third quarter of 1999 and $376,000 for the first  nine months of
1999.

For the third quarter of 1999, the Companies received 7.8% of total
premiums (9.7% in the same period of 1998), net of reinsurance, for
variable products sold through four affiliates, Locust Street Securities,
Inc. ("LSSI"), Vestax Securities Corporation ("Vestax"), DSI, and Multi-
Financial Securities Corporation ("Multi-Financial") of $46,600,000,
$12,900,000, $0, and $11,000,000, respectively ($34,600,000, $14,200,000,
$1,800,000, and $4,100,000, respectively, for the same period of 1998).
For the first nine months of 1999, the Companies received 9.5% of total
premiums (10.0% in the same period of 1998), net of reinsurance, from
LSSI, Vestax, DSI, and Multi-Financial of $121,900,000, $72,000,000,
$2,300,000, and $24,400,000, respectively ($92,700,000, $30,000,000,
$10,700,000, and $10,000,000, respectively, for the same period of 1998).

RECIPROCAL LOAN AGREEMENT:  Golden American maintains a reciprocal loan
agreement with ING America Insurance Holdings, Inc. ("ING AIH"), a
Delaware corporation and affiliate, to facilitate the handling of unusual
and/or unanticipated short-term cash requirements.  Under this agreement,
which became effective January 1, 1998 and expires December 31, 2007,
Golden American and ING AIH can borrow up to $65,000,000 from one
another. Prior to lending funds to ING AIH, Golden American must obtain
approval from the Department of Insurance of the State of Delaware.
Interest on any Golden American borrowings is charged at the rate of ING
AIH's cost of funds for the interest period plus 0.15%. Interest on any
ING AIH borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a similar
duration.  Under this agreement, Golden American incurred interest
expense of

                                          72

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$397,000 in the third quarter of 1999 and $633,000 for the
first nine months of 1999 ($505,000 and $1,269,000, respectively, for the
same periods of 1998).  At September 30, 1999, Golden American did not
have any borrowings or receivables from ING AIH under this agreement.

LINE OF CREDIT:  Golden American maintained a line of credit agreement
with Equitable to facilitate the handling of unusual and/or unanticipated
short-term cash requirements.  Under this agreement, which became
effective December 1, 1996 and expired December 31, 1997, Golden American
could borrow up to $25,000,000.  Interest on any borrowings was charged
at the rate of Equitable's monthly average aggregate cost of short-term
funds plus 1.00%.  Under this agreement, Golden American incurred
interest expense of $211,000 for the first quarter of 1998.  The
outstanding balance was paid by a capital contribution from the Parent
and with funds borrowed from ING AIH.

SURPLUS NOTES:  On September 30, 1999, Golden American issued a 7.75%
surplus note in the amount of $75,000,000 to ING AIH. The note matures on
September 29, 2029. Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American. Any payment of principal and/or
interest made is subject to the prior approval of the Delaware Insurance
Commissioner. Under this agreement, Golden American incurred no interest
expense in the third quarter of 1999.

On December 30, 1998, Golden American issued a 7.25% surplus note in the
amount of $60,000,000 to Equitable Life.  The note matures on December
29, 2028.  Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American.  Any payment of principal
and/or interest made is subject to the prior approval of the Delaware
Insurance Commissioner.  Under this agreement, Golden American incurred
interest expense of $1,088,000 in the third quarter of 1999 and
$3,263,000 for the first nine months of 1999.

On December 17, 1996, Golden American issued an 8.25% surplus note in the
amount of $25,000,000 to Equitable. The note matures on December 17,
2026.  Payment of the note and related accrued interest is subordinate to
payments due to policyholders, claimant and beneficiary claims, as well
as debts owed to all other classes of debtors of Golden American.  Any
payment of principal made is subject to the prior approval of the
Delaware Insurance Commissioner.  Golden American incurred interest
totaling $516,000 in the third quarter of 1999 and $1,547,000 for the
first nine months of 1999, unchanged from the same periods of 1998.  As a
result of the merger, the surplus note is now payable to EIC.

STOCKHOLDER'S EQUITY:  During the third quarter of 1999 and the first
nine months of 1999, Golden American received capital contributions from
its Parent of $20,000,000 and $100,000,000, respectively ($0 and
$72,500,000, respectively, for the same periods of 1998).

5.  COMMITMENTS AND CONTINGENCIES

REINSURANCE:  At September 30, 1999, Golden American had reinsurance
treaties with four unaffiliated reinsurers and one affiliated reinsurer
covering a significant portion of the mortality risks under its variable
contracts. Golden American remains liable to the extent its reinsurers do
not meet their obligations under the reinsurance agreements. At September
30, 1999 and 1998, the Companies had a net receivable of $14,041,000 and
$6,539,000, respectively, for reserve credits, reinsurance claims, or
other receivables from these reinsurers comprised of $2,268,000 and
$257,000, respectively, for claims recoverable from reinsurers, $918,000
and $451,000, respectively, for a payable for reinsurance premiums and
$12,691,000 and $6,733,000, respectively, for a receivable from an
unaffiliated reinsurer.  Included in the accompanying financial
statements are net considerations to reinsurers of $2,638,000 in the
third quarter of 1999 and $6,656,000 for the first nine months of 1999
compared to $1,293,000 and $3,259,000, respectively, for the same periods
in 1998.  Also included in the accompanying financial statements are net
policy benefits of

                                          73

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

5.  COMMITMENTS AND CONTINGENCIES (continued)

$2,569,000 in the third quarter of 1999 and $4,008,000 for the first
nine months of 1999 compared to $1,272,000 and $2,096,000, respectively,
for the same periods in 1998.

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The accompanying
financial statements are presented net of the effects of the treaty.

GUARANTY FUND ASSESSMENTS: Assessments are levied on the Companies by
life and health guaranty associations in most states in which the
Companies are licensed to cover losses of policyholders of insolvent or
rehabilitated insurers. In some states, these assessments can be
partially recovered through a reduction in future premium taxes. The
Companies cannot predict whether and to what extent legislative
initiatives may affect the right to offset.  The associated cost for a
particular insurance company can vary significantly based upon its fixed
account premium volume by line of business and state premiums as well as
its potential for premium tax offset.  The Companies have established an
undiscounted reserve to cover such assessments, review information
regarding known failures, and revise estimates of future guaranty fund
assessments.  Accordingly, the Companies accrued and charged to expense
an additional $208,000 and $598,000 in the third quarter and first nine
months of 1998, respectively.  At September 30, 1999, the Companies have
an undiscounted reserve of $2,444,000 to cover estimated future
assessments (net of related anticipated premium tax credits) and have
established an asset totaling $586,000 for assessments paid which may be
recoverable through future premium tax offsets. The Companies believe
this reserve is sufficient to cover expected future guaranty fund
assessments based upon previous premiums and known insolvencies at this
time.


LITIGATION:  The Companies, like other insurance companies, may be named
or otherwise involved in lawsuits, including class action lawsuits and
arbitrations.  In some class action and other actions involving insurers,
substantial damages have been sought and/or material settlement or award
payments have been made.  The Companies currently believe no pending or
threatened lawsuits or actions exist that are reasonably likely to have a
material adverse impact on the Companies.

VULNERABILITY FROM CONCENTRATIONS: The Companies have various
concentrations in the investment portfolio.  The Companies' asset growth,
net investment income, and cash flow are primarily generated from the
sale of variable products and associated future policy benefits and
separate account liabilities.  Substantial changes in tax laws that would
make these products less attractive to consumers and extreme fluctuations
in interest rates or stock market returns, which may result in higher
lapse experience than assumed, could cause a severe impact on the
Companies' financial condition.  Two broker/dealers, each having at least
ten percent of total sales, generated 29% of the Companies' sales during
the first nine months of 1999 (10% by one broker/dealer in the same
period of 1998).  The Premium Plus variable annuity product generated 78%
of the Companies' sales during the first nine months of 1999 (59% in the
same period of 1998).

REVOLVING NOTE PAYABLE:  To enhance short-term liquidity, the Companies
established a revolving note payable effective July 27, 1998 and expiring
July 31, 1999 with SunTrust Bank, Atlanta (the "Bank").  The note was
approved by the Boards of Directors of Golden American and First Golden
on August 5, 1998 and September 29, 1998, respectively.  As of July 31,
1999, the SunTrust Bank, Atlanta revolving note facility was extended to
July 31, 2000.  The total amount the Companies may have outstanding is
$85,000,000, of which Golden American and First Golden have individual
credit sublimits of $75,000,000 and $10,000,000, respectively.  The note
accrues interest at an annual rate equal to: (1)  the cost of funds for
the Bank for the period applicable for the advance plus 0.25% or (2) a
rate quoted by the Bank to the Companies for the advance. The terms of
the agreement require the Companies to maintain the minimum level of
Company Action Level Risk Based Capital as established by applicable
state law or regulation.  During the quarter and nine months ended
September 30, 1999, the Companies paid interest expense of $55,000 and
$109,000, respectively ($6,000 for the same periods of 1998).  At
September 30, 1999, the Companies did not have any borrowings under this
agreement.

                                          74

<PAGE>
<PAGE>
[Shaded Section Header]
--------------------------------------------------------------------------
      FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying consolidated balance sheets of
Golden American Life Insurance Company as of December 31, 1998 and
1997, and the related consolidated statements of operations,
changes in stockholder's equity, and cash flows for the year ended
December 31, 1998 and for the periods from October 25, 1997
through December 31, 1997, January 1, 1997 through October 24,
1997, August 14, 1996 through December 31, 1996 and January 1,
1996 through August 13, 1996.  These financials are the
responsibility of the Companies' management.  Our responsibility
is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Golden American Life Insurance Company at December 31,
1998 and 1997, and the consolidated results of its operations and
its cash flows for the year ended December 31, 1998 and for the
periods from October 25, 1997 through December 31, 1997, January
1, 1997 through October 24, 1997, August 14, 1996 through December
31, 1996 and January 1, 1996 through August 13, 1996 in conformity
with generally accepted accounting principles.


                                             /s/Ernst & Young LLP




Des Moines, Iowa
February 12, 1999

                                    75

<PAGE>
<PAGE>

                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEETS
                    (Dollars in thousands, except per share data)


<TABLE>
                                                  POST-MERGER
                                     ------------------------------------
                                     December 31, 1998  December 31, 1997
                                     -----------------  -----------------
<S>                                     <C>               <C>
ASSETS
Investments:
  Fixed maturities, available for
    sale, at fair value (cost:
    1998 - $739,772; 1997 -
    $413,288)......................     $  741,985        $  414,401
  Equity securities, at fair value
    (cost: 1998 - $14,437; 1997 -
    $4,437)........................         11,514             3,904
  Mortgage loans on real estate....         97,322            85,093
  Policy loans.....................         11,772             8,832
  Short-term investments...........         41,152            14,460
                                        ----------        ----------
Total investments..................        903,745           526,690
Cash and cash equivalents..........          6,679            21,039
Due from affiliates................          2,983               827
Accrued investment income..........          9,645             6,423
Deferred policy acquisition costs..        204,979            12,752
Value of purchased insurance in
  force............................         35,977            43,174
Current income taxes recoverable...            628               272
Deferred income tax asset..........         31,477            36,230
Property and equipment, less
  allowances for depreciation
  of $801 in 1998 and $97 in 1997..          7,348             1,567
Goodwill, less accumulated
  amortization of $4,408 in 1998
  and $630 in 1997.................        146,719           150,497
Other assets.......................          6,239               755
Separate account assets............      3,396,114         1,646,169
                                        ----------        ----------
Total assets.......................     $4,752,533        $2,446,395
                                        ==========        ==========

</TABLE>

                      See accompanying notes.


                                    76

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                (Dollars in thousands, except per share data)

<TABLE>
                                                  POST-MERGER
                                     ------------------------------------
                                     December 31, 1998  December 31, 1997
                                     -----------------  -----------------
<S>                                      <C>               <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
 Future policy benefits:
 Annuity and interest sensitive life
   products.........................     $  881,112        $  505,304
 Unearned revenue reserve...........          3,840             1,189
 Other policy claims and benefits...             --                10
                                         ----------        ----------
                                            884,952           506,503

Line of credit with affiliate.......             --            24,059
Surplus notes.......................         85,000            25,000
Due to affiliates...................             --                80
Other liabilities...................         32,573            17,271
Separate account liabilities........      3,396,114         1,646,169
                                         ----------        ----------
                                          4,398,639         2,219,082

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
   authorized,issued and outstanding
   250,000 shares...................          2,500            2,500
 Additional paid-in capital.........        347,640          224,997
 Accumulated other comprehensive
   income (loss)....................           (895)             241
 Retained earnings (deficit)........          4,649             (425)
                                         ----------       ----------
Total stockholder's equity..........        353,894          227,313
                                         ----------       ----------
Total liabilities and stockholder's
  equity............................     $4,752,533       $2,446,395
                                         ==========       ==========

</TABLE>

                      See accompanying notes.


                                    77

<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF OPERATIONS
                      (Dollars in thousands)

<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
REVENUES:                                                          |                                     |
 Annuity and interest sensitive                                    |                                     |
  life product charges........    $  39,119           $  3,834     |     $ 18,288           $ 8,768      |     $12,259
 Management fee revenue.......        4,771                508     |        2,262               877      |       1,390
 Net investment income........       42,485              5,127     |       21,656             5,795      |       4,990
 Realized gains (losses) on                                        |                                     |
  investments.................       (1,491)                15     |          151                42      |        (420)
 Other income.................        5,569                236     |          426               486      |          70
                                  ---------           --------     |     --------           -------      |     -------
                                     90,453              9,720     |       42,783            15,968      |      18,289
                                                                   |                                     |
                                                                   |                                     |
INSURANCE BENEFITS AND EXPENSES:                                   |                                     |
 Annuity and interest sensitive                                     |                                     |
 life benefits:                                                    |                                     |
 Interest credited to account                                      |                                     |
  balances.....................      94,845              7,413     |       19,276             5,741      |       4,355
 Benefit claims incurred in                                        |                                     |
  excess of account balances...       2,123                 --     |          125             1,262      |         915
 Underwriting, acquisition                                         |                                     |
  and insurance expenses:                                          |                                     |
  Commissions..................     121,171              9,437     |       26,818             9,866      |      16,549
  General expenses.............      37,577              3,350     |       13,907             5,906      |       9,422
  Insurance taxes..............       4,140                450     |        1,889               672      |       1,225
  Policy acquisition costs                                         |                                     |
    deferred...................    (197,796)           (13,678)    |      (29,003)          (11,712)     |     (19,300)
  Amortization:                                                    |                                     |
   Deferred policy acquisition                                     |                                     |
     costs.....................       5,148                892     |        1,674               244      |       2,436
   Value of purchased insurance                                    |                                     |
     in force..................       4,724                948     |        5,225             2,745      |         951
   Goodwill....................       3,778                630     |        1,398               589      |          --
                                  ---------          ---------     |     --------            ------      |     -------
                                     75,710              9,442     |       41,309            15,313      |      16,553
                                                                   |                                     |
Interest expense...............       4,390                557     |        2,082                85      |          --
                                  ---------          ---------     |     --------            ------      |     -------
                                     80,100              9,999     |       43,391            15,398      |      16,553
                                  ---------          ---------     |     --------            ------      |     -------
Income (loss) before income                                        |                                     |
  taxes........................      10,353               (279)    |         (608)              570      |       1,736
                                                                   |                                     |
Income taxes...................       5,279                146     |       (1,337)              220      |      (1,463)
                                  ---------          ---------     |     --------            ------      |     -------
Net income (loss)..............   $   5,074          $    (425)    |     $    729           $   350      |    $  3,199
                                  =========          =========     |     ========           =======      |    ========

</TABLE>

                      See accompanying notes.


                                    78

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                      (Dollars in thousands)

<TABLE>

                                                                       Accumulated
                                             Redeemable   Additional      Other       Retained          Total
                                   Common    Preferred      Paid-in   Comprehensive   Earnings      Stockholder's
                                   Stock       Stock        Capital   Income (Loss)   (Deficit)        Equity
                                   ------------------------------------------------------------------------------
                                                                   PRE-ACQUISITION
                                   ------------------------------------------------------------------------------
<S>                                <C>        <C>         <C>           <C>             <C>          <C>
Balance at January 1, 1996........ $2,500     $50,000     $  45,030     $   658         $  (63)      $  98,125
 Comprehensive income:
  Net income......................     --          --            --          --          3,199           3,199
  Change in net unrealized
   investment gains  (losses).....     --          --            --      (1,175)            --          (1,175)
                                                                                                     ---------
 Comprehensive income.............                                                                       2,024
 Preferred stock dividends........     --          --            --          --           (719)           (719)
                                    ------    -------      --------     -------         ------       ---------
Balance at August 13, 1996........ $2,500     $50,000     $  45,030    $   (517)        $2,417       $  99,430
                                   ======     =======      ========    ========         ======       =========
</TABLE>

<TABLE>
                                   ------------------------------------------------------------------------------
                                                                  POST-ACQUISITION
                                   ------------------------------------------------------------------------------
<S>                                <C>        <C>         <C>           <C>             <C>          <C>
Balance at August 14, 1996........ $2,500     $50,000     $  87,372          --             --        $139,872
 Comprehensive income:
  Net income......................     --          --            --          --         $  350             350
  Change in net unrealized
   investment gains (losses)......     --          --            --     $   262             --             262
                                                                                                      --------
 Comprehensive income.............                                          612
 Contribution of preferred stock
  to additional paid-in capital...     --     (50,000)       50,000          --             --              --
                                    ------    -------      --------     -------         ------        --------
Balance at December 31, 1996......   2,500         --       137,372         262            350         140,484
 Comprehensive income:
  Net income......................      --         --            --          --            729             729
  Change in net unrealized
   investment gains (losses)......      --         --            --       1,543             --           1,543
                                                                                                      --------
 Comprehensive income.............                                        2,272
 Contribution of capital..........      --         --         1,121          --             --           1,121
                                    ------    -------      --------     -------         ------        --------
Balance at October 24, 1997         $2,500         --      $138,493      $1,805         $1,079        $143,877
                                    ======    =======      ========      ======         ======        ========
</TABLE>


<TABLE>
                                   ------------------------------------------------------------------------------
                                                                     POST-MERGER
                                   ------------------------------------------------------------------------------
<S>                                <C>        <C>         <C>           <C>             <C>          <C>
Balance at October 25, 1997.......  $2,500         --      $224,997          --             --      $227,497
 Comprehensive loss:
   Net loss.......................      --         --            --          --         $ (425)         (425)
  Change in net unrealized
   investment gains (losses)......      --         --            --     $   241             --           241
                                                                                                    --------
 Comprehensive loss...............                                                                      (184)
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1997......   2,500         --       224,997         241           (425)      227,313
 Comprehensive income:
  Net income......................      --         --            --          --          5,074         5,074
  Change in net unrealized
   investment gains (losses)......      --         --            --      (1,136)            --        (1,136)
                                                                                                    --------
 Comprehensive income.............                                                                     3,938
 Contribution of capital..........      --         --       122,500          --             --       122,500
 Other............................      --         --           143          --             --           143
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1998......  $2,500         --      $347,640     $  (895)        $4,649      $353,894
                                    ======    =======      ========     =======         ======      ========
</TABLE>

                      See accompanying notes.


                                    79

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Dollars in thousands)


<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
OPERATING ACTIVITIES                                               |                                     |
Net income (loss)............     $   5,074           $   (425)    |     $    729           $    350     |     $   3,199
Adjustments to reconcile net                                       |                                     |
 income (loss) to net cash                                         |                                     |
 provided by (used in)                                             |                                     |
 operations:                                                       |                                     |
 Adjustments related to annuity                                    |                                     |
  and interest sensitive life                                      |                                     |
  products:                                                        |                                     |
  Interest credited and other                                      |                                     |
   charges on interest                                             |                                     |
   sensitive products........         94,690             7,361     |       19,177              5,106     |         4,472
  Change in unearned                                               |                                     |
   revenues..................          2,651             1,189     |        3,292              2,063     |         2,084
 Decrease (increase) in                                            |                                     |
  accrued investment income..         (3,222)            1,205     |       (3,489)              (877)    |        (2,494)
 Policy acquisition costs                                          |                                     |
  deferred...................       (197,796)          (13,678)    |      (29,003)           (11,712)    |       (19,300)
 Amortization of deferred                                          |                                     |
  policy acquisition costs...          5,148               892     |        1,674                244     |         2,436
 Amortization of value of                                          |                                     |
  purchased insurance in                                           |                                     |
  force......................          4,724               948     |        5,225              2,745     |           951
 Change in other assets,                                           |                                     |
  other liabilities and                                            |                                     |
  accrued income taxes.......          9,891             4,205     |       (8,944)               (96)    |         4,672
 Provision for depreciation                                        |                                     |
  and amortization...........          8,147             1,299     |        3,203              1,242     |           703
 Provision for deferred                                            |                                     |
  income taxes...............          5,279               146     |          316                220     |        (1,463)
 Realized (gains) losses on                                        |                                     |
  investments................          1,491               (15)    |         (151)               (42)    |           420
                                   ---------          --------     |      --------           --------    |     ---------
Net cash provided by (used                                         |                                     |
 in)operating activities.....        (63,923)            3,127     |       (7,971)              (757)    |        (4,320)
                                                                   |                                     |
INVESTING ACTIVITIES                                               |                                     |
Sale, maturity or repayment                                        |                                     |
 of investments:                                                    |                                     |
 Fixed maturities - available                                      |                                     |
  for sale                           145,253             9,871     |       39,622             47,453     |        55,091
 Mortgage loans on real                                            |                                     |
  estate.....................          3,791             1,644     |        5,828                 40     |            --
 Short-term investments-net..             --                --     |       11,415              2,629     |           354
                                   ---------          --------     |     --------           --------     |     ---------
                                     149,044            11,515     |       56,865             50,122     |        55,445
Acquisition of investments:                                        |                                     |
 Fixed maturities - available                                      |                                     |
  for sale...................       (476,523)          (29,596)    |     (155,173)          (147,170)    |      (184,589)
 Equity securities...........        (10,000)               (1)    |       (4,865)                (5)    |            --
 Mortgage loans on real                                            |                                     |
  estate.....................        (16,390)          (14,209)    |      (44,481)           (31,499)    |            --
 Policy loans - net..........         (2,940)             (328)    |       (3,870)              (637)    |        (1,977)
 Short-term investments-net..        (26,692)          (13,244)    |           --                 --     |            --
                                   ---------          --------     |     --------           --------     |     ---------
                                    (532,545)          (57,378)    |     (208,389)          (179,311)    |      (186,566)
Purchase of property and                                           |                                     |
 equipment...................         (6,485)             (252)    |         (875)              (137)    |            --
                                   ---------          --------     |     --------           --------     |     ---------
Net cash used in investing                                         |                                     |
 activities..................       (389,986)          (46,115)    |     (152,399)          (129,326)    |      (131,121)


</TABLE>
                      See accompanying notes.


                                    80

<PAGE>
<PAGE>


                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
         CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                      (Dollars in thousands)


<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
FINANCING ACTIVITIES                                               |                                     |
Proceeds from issuance of                                          |                                     |
 surplus note................     $  60,000                --      |           --           $ 25,000     |            --
Proceeds from reciprocal loan                                      |                                     |
 agreement borrowings........       500,722                --      |           --                 --     |            --
Repayment of reciprocal loan                                       |                                     |
 agreement borrowings........      (500,722)               --      |           --                 --     |            --
Proceeds from revolving                                            |                                     |
 note payable................       108,495                --      |           --                 --     |            --
Repayment of revolving note                                        |                                     |
 payable.....................      (108,495)               --      |           --                 --     |            --
Proceeds from line of credit                                       |                                     |
 borrowings..................            --           $10,119      |    $  97,124                 --     |            --
Repayment of line of credit                                        |                                     |
borrowings...................            --            (2,207)     |      (80,977)                --     |            --
Receipts from annuity and                                          |                                     |
 interest sensitive life                                           |                                     |
 policies credited to                                              |                                     |
 account balances............       593,428            62,306      |      261,549            116,819     |      $149,750
Return of account balances                                         |                                     |
 on annuity and interest                                           |                                     |
 sensitive life policies.....       (72,649)           (6,350)     |      (13,931)            (3,315)    |        (2,695)
Net reallocations to Separate                                      |                                     |
 Accounts                          (239,671)          (17,017)     |      (93,069)           (10,237)    |        (8,286)
Contributions of capital by                                        |                                     |
 parent......................        98,441                --      |        1,011                 --     |            --
Dividends paid on preferred                                        |                                     |
 stock.......................            --                --      |           --                 --     |          (719)
Net cash provided by                                               |                                     |
 financing activities........       439,549            46,851      |      171,707            128,267     |       138,050
                                                                   |                                     |
Increase (decrease) in cash                                        |                                     |
 and cash equivalents........       (14,360)            3,863      |       11,337             (1,816)    |         2,609
Cash and cash equivalents at                                       |                                     |
 beginning of period.........        21,039            17,176      |        5,839              7,655     |         5,046
Cash and cash equivalents at                                       |                                     |
 end of period...............     $   6,679           $21,039      |    $  17,176           $  5,839     |      $  7,655
                                                                   |                                     |
SUPPLEMENTAL DISCLOSURE                                            |                                     |
  OF CASH FLOW INFORMATION                                         |                                     |
Cash paid during the period                                        |                                     |
 for:                                                              |                                     |
 Interest....................     $   4,305           $   295      |    $   1,912                 --     |            --
 Income taxes................            99                --      |          283                 --     |            --
Non-cash financing activities:                                     |                                     |
 Non-cash adjustment to                                            |                                     |
  additional paid-in capital                                       |                                     |
  for adjusted merger costs..           143                --      |           --                 --     |            --
Contribution of property and                                       |                                     |
  equipment from EIC Variable,                                     |                                     |
  Inc. net of $353 of                                              |                                     |
  accumulated depreciation...            --                --      |          110                 --     |            --
Contribution of capital from                                       |                                     |
  parent to repay line of                                          |                                     |
  credit borrowings..........        24,059                --      |           --                 --     |            --

</TABLE>

                     See accompanying notes.


                                    81

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The consolidated financial statements include Golden American Life
Insurance Company ("Golden American") and its wholly owned
subsidiary, First Golden American Life Insurance Company of New
York ("First Golden," and with Golden American, collectively, the
"Companies"). All significant intercompany accounts and
transactions have been eliminated.

ORGANIZATION

Golden American, a wholly owned subsidiary of Equitable of Iowa
Companies, Inc., offers variable insurance products and is
licensed as a life insurance company in the District of Columbia
and all states except New York. On January 2, 1997 and December
23, 1997, First Golden became licensed to sell insurance products
in New York and Delaware, respectively. The Companies' products
are marketed by broker/dealers, financial institutions and
insurance agents. The Companies' primary customers are consumers
and corporations.

On October 24, 1997, PFHI Holding, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of
Equitable of Iowa Companies ("Equitable") according to the terms
of an Agreement and Plan of Merger ("Merger Agreement") dated July
7, 1997 among Equitable, PFHI and ING Groep N.V. ("ING"). PFHI is
a wholly owned subsidiary of ING, a global financial services
holding company based in The Netherlands. As a result of this
transaction, Equitable was merged into PFHI, which was
simultaneously renamed Equitable of Iowa Companies, Inc. ("EIC" or
the "Parent"), a Delaware corporation. See Note 6 for additional
information regarding the merger.

On August 13, 1996, Equitable acquired all of the outstanding
capital stock of BT Variable, Inc. (subsequently known as EIC
Variable, Inc.) and its wholly owned subsidiaries, Golden American
and Directed Services, Inc. ("DSI") from Whitewood Properties
Corporation ("Whitewood"). See Note 7 for additional information
regarding the acquisition.

For financial statement purposes, the ING merger was accounted for
as a purchase effective October 25, 1997 and the change in control
of Golden American through the acquisition of BT Variable, Inc.
was accounted for as a purchase effective August 14, 1996. The
merger and acquisition resulted in new bases of accounting
reflecting estimated fair values of assets and liabilities at
their respective dates. As a result, the Companies' financial
statements for the periods after October 24, 1997 are presented on
the Post-Merger new basis of accounting, for the period August 14,
1996 through October 24, 1997 are presented on the Post-
Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented on the Pre-Acquisition basis of accounting.

INVESTMENTS

Fixed Maturities: The Companies account for their investments
under the Statement of Financial Accounting Standards ("SFAS") No.
115, "Accounting for Certain Investments in Debt and Equity
Securities," which requires fixed maturities to be designated as
either "available for sale," "held for investment" or "trading."
Sales of fixed maturities designated as "available for sale" are
not restricted by SFAS No. 115. Available for sale securities are
reported at fair value and unrealized gains and losses on these
securities are included directly in stockholder's equity, after
adjustment for related changes in value

                                    82

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)


of purchased insurance in force ("VPIF"), deferred policy acquisition
costs ("DPAC") and deferred income taxes. At December 31, 1998 and 1997,
all of the Companies' fixed maturities are designated as available
for sale, although the Companies are not precluded from designating
fixed maturities as held for investment or trading at some future date.

Securities determined to have a decline in value that is other
than temporary are written down to estimated fair value, which
becomes the new cost basis by a charge to realized losses in the
Companies' Statements of Operations. Premiums and discounts are
amortized/accrued utilizing a method which results in a constant
yield over the securities' expected lives. Amortization/accrual of
premiums and discounts on mortgage and other asset-backed
securities incorporates a prepayment assumption to estimate the
securities' expected lives.

Equity Securities: Equity securities are reported at estimated
fair value if readily marketable. The change in unrealized
appreciation and depreciation of marketable equity securities (net
of related deferred income taxes, if any) is included directly in
stockholder's equity. Equity securities determined to have a
decline in value that is other than temporary are written down to
estimated fair value, which then becomes the new cost basis by a
charge to realized losses in the Companies' Statements of
Operations.

Mortgage Loans: Mortgage loans on real estate are reported at cost
adjusted for amortization of premiums and accrual of discounts. If
the value of any mortgage loan is determined to be impaired (i.e.,
when it is probable the Companies will be unable to collect all
amounts due according to the contractual terms of the loan
agreement), the carrying value of the mortgage loan is reduced to
the present value of expected future cash flows from the loan
discounted at the loan's effective interest rate, or to the loan's
observable market price, or the fair value of the underlying
collateral. The carrying value of impaired loans is reduced by the
establishment of a valuation allowance which is adjusted at each
reporting date for significant changes in the calculated value of
the loan. Changes in this valuation allowance are charged or
credited to income.

Other Investments: Policy loans are reported at unpaid principal.
Short-term investments are reported at cost, adjusted for
amortization of premiums and accrual of discounts.

Realized Gains and Losses:  Realized gains and losses are
determined on the basis of specific identification and average
cost methods for manager initiated and issuer initiated disposals,
respectively.

Fair Values:  Estimated fair values, as reported herein, of
conventional mortgage-backed securities not actively traded in a
liquid market and publicly traded fixed maturities are estimated
using a third party pricing system. This pricing system uses a
matrix calculation assuming a spread over U.S. Treasury bonds
based upon the expected average lives of the securities. Fair
values of private placement bonds are estimated using a matrix
that assumes a spread (based on interest rates and a risk
assessment of the bonds) over U.S. Treasury bonds. Estimated fair
values of equity securities which consist of the Companies'
investment in its registered separate accounts are based upon the
quoted fair value of the securities comprising the individual
portfolios underlying the separate accounts.

                                    83

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

CASH AND CASH EQUIVALENTS

For purposes of the accompanying Statements of Cash Flows, the
Companies consider all demand deposits and interest-bearing
accounts not related to the investment function to be cash
equivalents. All interest-bearing accounts classified as cash
equivalents have original maturities of three months or less.

DEFERRED POLICY ACQUISITION COSTS

Certain costs of acquiring new insurance business, principally
first year commissions and interest bonuses, extra credit bonuses
and other expenses related to the production of new business, have
been deferred. Acquisition costs for variable annuity and variable
life products are being amortized generally in proportion to the
present value (using the assumed crediting rate) of expected
future gross profits. This amortization is adjusted
retrospectively when the Companies revise their estimate of
current or future gross profits to be realized from a group of
products. DPAC is adjusted to reflect the pro forma impact of
unrealized gains and losses on fixed maturities the Companies have
designated as "available for sale" under SFAS No. 115.

VALUE OF PURCHASED INSURANCE IN FORCE

As a result of the merger and the acquisition, a portion of the
purchase price related to each transaction was allocated to the
right to receive future cash flows from existing insurance
contracts. This allocated cost represents VPIF which reflects the
value of those purchased policies calculated by discounting
actuarially determined expected future cash flows at the discount
rate determined by the purchaser. Amortization of VPIF is charged
to expense in proportion to expected gross profits of the
underlying business. This amortization is adjusted retrospectively
when the Companies revise the estimate of current or future gross
profits to be realized from the insurance contracts acquired. VPIF
is adjusted to reflect the pro forma impact of unrealized gains
and losses on available for sale fixed maturities. See Notes 6 and
7 for additional information on VPIF resulting from the merger and
acquisition.

PROPERTY AND EQUIPMENT

Property and equipment primarily represent leasehold improvements,
office furniture, certain other equipment and capitalized computer
software and are not considered to be significant to the
Companies' overall operations. Property and equipment are reported
at cost less allowances for depreciation. Depreciation expense is
computed primarily on the basis of the straight-line method over
the estimated useful lives of the assets.

GOODWILL

Goodwill was established as a result of the merger and is being
amortized over 40 years on a straight-line basis. Goodwill
established as a result of the acquisition was being amortized
over 25 years on a straight-line basis. See Notes 6 and 7 for
additional information on the merger and acquisition.

FUTURE POLICY BENEFITS

Future policy benefits for divisions with fixed interest
guarantees of the variable products are established utilizing the
retrospective deposit accounting method. Policy reserves represent
the premiums received plus accumulated interest, less mortality
and administration charges. Interest credited to these policies
ranged from 3.00% to 10.00% during 1998, 3.30% to 8.25% during
1997 and 4.00% to 7.25% during 1996. The unearned revenue reserve
represents unearned distribution fees.  These distribution fees
have been deferred and are amortized over the life of the
contracts in proportion to expected gross profits.

                                    84

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEPARATE ACCOUNTS

Assets and liabilities of the separate accounts reported in the
accompanying Balance Sheets represent funds separately
administered principally for variable annuity and variable life
contracts. Contractholders, rather than the Companies, bear the
investment risk for the variable products. At the direction of the
contractholders, the separate accounts invest the premiums from
the sale of variable products in shares of specified mutual funds.
The assets and liabilities of the separate accounts are clearly
identified and segregated from other assets and liabilities of the
Companies. The portion of the separate account assets equal to the
reserves and other liabilities of variable annuity and variable
life contracts cannot be charged with liabilities arising out of
any other business the Companies may conduct.

Variable separate account assets are carried at fair value of the
underlying investments and generally represent contractholder
investment values maintained in the accounts. Variable separate
account liabilities represent account balances for the variable
annuity and variable life contracts invested in the separate
accounts; the fair value of these liabilities is equal to their
carrying amount. Net investment income and realized and unrealized
capital gains and losses related to separate account assets are
not reflected in the accompanying Statements of Operations.

Product charges recorded by the Companies from variable products
consist of charges applicable to each contract for mortality and
expense risk, cost of insurance, contract administration and
surrender charges. In addition, some variable annuity and all
variable life contracts provide for a distribution fee collected
for a limited number of years after each premium deposit. Revenue
recognition of collected distribution fees is amortized over the
life of the contract in proportion to its expected gross profits.
The balance of unrecognized revenue related to the distribution
fees is reported as an unearned revenue reserve.

DEFERRED INCOME TAXES

Deferred tax assets or liabilities are computed based on the
difference between the financial statement and income tax bases of
assets and liabilities using the enacted marginal tax rate.
Deferred tax assets or liabilities are adjusted to reflect the pro
forma impact of unrealized gains and losses on equity securities
and fixed maturities the Companies have designated as available
for sale under SFAS No. 115. Changes in deferred tax assets or
liabilities resulting from this SFAS No. 115 adjustment are
charged or credited directly to stockholder's equity. Deferred
income tax expenses or credits reflected in the Companies'
Statements of Operations are based on the changes in the deferred
tax asset or liability from period to period (excluding the SFAS
No. 115 adjustment).

DIVIDEND RESTRICTIONS
Golden American's ability to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed
an annual limit. During 1999, Golden American cannot pay dividends
to its Parent without prior approval of statutory authorities.

Under the provisions of the insurance laws of the State of New
York, First Golden cannot distribute any dividends to its
stockholder unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed at least thirty days
in advance of the proposed declaration. If the Superintendent
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution
by giving written notice to First Golden within thirty days after
the filing.
                                    85

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEGMENT REPORTING

As of December 31, 1998, the Companies adopted the SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 131 superseded SFAS No. 14, "Financial
Reporting for Segments of a Business Enterprise." SFAS No. 131
establishes standards for the way public business enterprises
report information about operating segments in annual financial
statements and requires enterprises to report selected information
about operating segments in interim financial reports. SFAS No.
131 also establishes standards for related disclosures about
products and services, geographic areas and major customers.

The Companies manage their business as one segment, the sale of
variable products designed to meet customer needs for tax-
advantaged methods of saving for retirement and protection from
unexpected death. Variable products are sold to consumers and
corporations throughout the United States. The adoption of SFAS
No. 131 did not affect the results of operations or financial
position of the Companies.

USE OF ESTIMATES

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions affecting the amounts reported in
the financial statements and accompanying notes. Actual results
could differ from those estimates.

Management is required to utilize historical experience and
assumptions about future events and circumstances in order to
develop estimates of material reported amounts and disclosures.
Included among the material (or potentially material) reported
amounts and disclosures that require extensive use of estimates
and assumptions are (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values
of policyholder liabilities, (2) policyholder liabilities, (3)
deferred policy acquisition costs and value of purchased insurance
in force, (4) fair values of assets and liabilities recorded as a
result of merger and acquisition transactions, (5) asset valuation
allowances, (6) guaranty fund assessment accruals, (7) deferred
tax benefits (liabilities) and (8) estimates for commitments and
contingencies including legal matters, if a liability is
anticipated and can be reasonably estimated. Estimates and
assumptions regarding all of the proceeding are inherently subject
to change and are reassessed periodically. Changes in estimates
and assumptions could materially impact the financial statements.

RECLASSIFICATIONS

Certain amounts in the financial statements for the periods ended
within the years ended December 31, 1997 and 1996 have been
reclassified to conform to the December 31, 1998 financial
statement presentation.

2.   BASIS OF FINANCIAL REPORTING

The financial statements of the Companies differ from related
statutory-basis financial statements principally as follows: (1)
acquisition costs of acquiring new business are deferred and
amortized over the life of the policies rather than charged to
operations as incurred; (2) an asset representing the present
value of future cash flows from insurance contracts acquired was
established as a result of the merger/acquisition and is amortized
and charged to expense; (3) future policy benefit reserves for
divisions with fixed interest guarantees of the variable products
are based on full account values, rather than the greater of cash
surrender value or amounts derived from discounting methodologies
utilizing statutory interest rates; (4) reserves are reported
before reduction for reserve credits related to

                                    86

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


2.   BASIS OF FINANCIAL REPORTING (continued)

reinsurance ceded and a receivable is established, net of an allowance
for uncollectible amounts, for these credits rather than presented net
of these credits; (5) fixed maturity investments are designated as
"available for sale" and valued at fair value with unrealized
appreciation/depreciation, net of adjustments to value of
purchased insurance in force, deferred policy acquisition costs
and deferred income taxes (if applicable), credited/charged
directly to stockholder's equity rather than valued at amortized
cost; (6) the carrying value of fixed maturities is reduced to
fair value by a charge to realized losses in the Statements of
Operations when declines in carrying value are judged to be other
than temporary, rather than through the establishment of a formula-
determined statutory investment reserve (carried as a liability),
changes in which are charged directly to surplus; (7) deferred
income taxes are provided for the difference between the financial
statement and income tax bases of assets and liabilities; (8) net
realized gains or losses attributed to changes in the level of
interest rates in the market are recognized when the sale is
completed rather than deferred and amortized over the remaining
life of the fixed maturity security; (9) a liability is
established for anticipated guaranty fund assessments, net of
related anticipated premium tax credits, rather than capitalized
when assessed and amortized in accordance with procedures
permitted by insurance regulatory authorities; (10) revenues for
variable products consist of policy charges applicable to each
contract for the cost of insurance, policy administration charges,
amortization of policy initiation fees and surrender charges
assessed rather than premiums received; (11) the financial
statements of Golden American's wholly owned subsidiary are
consolidated rather than recorded at the equity in net assets;
(12) surplus notes are reported as liabilities rather than as
surplus; and (13) assets and liabilities are restated to fair
values when a change in ownership occurs, with provisions for
goodwill and other intangible assets, rather than continuing to be
presented at historical cost.

The net loss for Golden American as determined in accordance with
statutory accounting practices was $68,002,000 in 1998, $428,000
in 1997 and $9,188,000 in 1996. Total statutory capital and
surplus was $183,045,000 at December 31, 1998 and $76,914,000 at
December 31, 1997.

                                    87

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS

INVESTMENT RESULTS

Major categories of net investment income are summarized below:


<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
Fixed maturities.............     $35,224             $4,443       |     $18,488            $5,083       |     $4,507
Equity securities............          --                  3       |          --               103       |         --
Mortgage loans on                                                  |                                     |
 real estate.................       6,616                879       |       3,070               203       |         --
Policy loans.................         619                 59       |         482                78       |         73
Short-term                                                         |                                     |
 investments.................       1,311                129       |         443               441       |        341
Other, net...................         246               (154)      |          24                 2       |         22
Funds held in                                                      |                                     |
 escrow......................          --                 --       |          --                --       |        145
                                  -------             ------       |     -------            ------       |     ------
Gross investment                                                   |                                     |
 income......................      44,016              5,359       |      22,507             5,910       |      5,088
Less investment                                                    |                                     |
 expenses....................      (1,531)              (232)      |        (851)             (115)      |        (98)
                                  -------             ------       |     -------            ------       |     ------
Net investment                                                     |                                     |
 income......................     $42,485             $5,127       |     $21,656            $5,795       |     $4,990
                                  =======             ======       |     =======            ======       |     ======

</TABLE>

Realized gains (losses) on investments are as follows:


<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
Fixed maturities:                                                  |                                     |
 available for sale..........     $(1,428)            $25          |     $151               $42          |     $(420)
Mortgage loans...............         (63)            (10)         |       --                --          |        --
                                  -------             ---          |     ----               ---          |     -----
Realized gains (losses)                                            |                                     |
 on investments..............     $(1,491)            $15          |     $151               $42          |     $(420)
                                  =======             ===          |     ====               ===          |     =====
</TABLE>

                                    88

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)

The change in unrealized appreciation (depreciation) of securities
at fair value is as follows:

<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
Fixed maturities:                                                  |                                     |
 Available for sale..........     $1,100              $(3,494)     |     $4,197             $2,497       |      $(3,045)
 Held for investment.........         --                   --      |         --                 --       |          (90)
Equity securities............     (2,390)                 (68)     |       (462)                (4)      |           (2)
                                  ------              -------      |     ------             ------       |      -------
Unrealized appreciation                                            |                                     |
 (depreciation) of                                                 |                                     |
 securities..................    $(1,290)             $(3,562)     |     $3,735             $2,493       |      $(3,137)
                                 =======              =======      |     ======             ======       |      =======
</TABLE>


At December 31, 1998 and December 31, 1997, amortized cost, gross
unrealized gains and losses and estimated fair values of fixed
maturities, all of which are designated as available for sale, are
as follows:

<TABLE>
                                                               POST-MERGER
                                       ---------------------------------------------------------
                                                         Gross            Gross        Estimated
                                       Amortized       Unrealized      Unrealized        Fair
                                          Cost           Gains            Losses         Value
                                       ---------       ----------      ----------      ---------
                                                          (Dollars in thousands)
<S>                                    <C>               <C>             <C>           <C>
DECEMBER 31, 1998
U.S. government and governmental
 agencies and authorities............. $ 13,568          $  182          $   (8)       $ 13,742
Foreign governments...................    2,028               8              --           2,036
Public utilities......................   67,710             546            (447)         67,809
Corporate securities..................  365,569           4,578          (2,658)        367,489
Other asset-backed securities.........   99,877             281          (1,046)         99,112
Mortgage-backed securities............  191,020           1,147            (370)        191,797
                                       --------          ------         -------        --------
Total................................. $739,772          $6,742         $(4,529)       $741,985
                                       ========          ======         =======        ========

DECEMBER 31, 1997
U.S. government and governmental
  agencies and authorities............ $  5,705          $    5         $    (1)       $  5,709
Foreign governments...................    2,062              --              (9)          2,053
Public utilities......................   26,983              55              (4)         27,034
Corporate securities..................  259,798           1,105            (242)        260,661
Other asset-backed securities.........    3,155              32              --           3,187
Mortgage-backed securities............  115,585             202             (30)        115,757
                                       --------          ------         -------        --------
Total................................. $413,288          $1,399         $  (286)       $414,401
                                       ========          ======         =======        ========

</TABLE>

                                    89

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)

At December 31, 1998, net unrealized investment gains on fixed
maturities designated as available for sale totaled $2,213,000.
Appreciation of $1,005,000 was included in stockholder's equity at
December 31, 1998 (net of an adjustment of $203,000 to VPIF, an
adjustment of $455,000 to DPAC and deferred income taxes of
$550,000). Short-term investments with maturities of 30 days or
less have been excluded from the above schedules. Amortized cost
approximates fair value for these securities.

Amortized cost and estimated fair value of fixed maturities
designated as available for sale, by contractual maturity, at
December 31, 1998 are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right
to call or prepay obligations with or without call or prepayment
penalties.


                                                   POST-MERGER
                                           ---------------------------
                                           Amortized        Estimated
December 31, 1998                             Cost          Fair Value
----------------------------------------------------------------------
                                              (Dollars in thousands)
Due within one year......................  $ 50,208          $ 50,361
Due after one year through five years....   310,291           311,943
Due after five years through ten years...    78,264            78,541
Due after ten years......................    10,112            10,231
                                            448,875           451,076
Other asset-backed securities............    99,877            99,112
Mortgage-backed securities...............   191,020           191,797
                                           --------          --------
Total....................................  $739,772          $741,985
                                           ========          ========


An analysis of sales, maturities and principal repayments of the
Companies' fixed maturities portfolio is as follows:


<TABLE>

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
<S>                                       <C>            <C>       <C>         <C>
POST-MERGER
For the year ended December 31, 1998:
Scheduled principal repayments,
 calls and tenders......................  $102,504       $ 60      $    (3)    $102,561
Sales...................................    43,204        518       (1,030)      42,692
                                          --------       ----      -------     --------
Total...................................  $145,708       $578      $(1,033)    $145,253
                                          ========       ====      =======     ========

For the period October 25, 1997 through
 December 31, 1997:
Scheduled principal repayments,
 calls and tenders.....................   $  6,708      $  2            --     $  6,710
Sales..................................      3,138        23            --        3,161
                                          --------      ----       -------     --------
Total..................................   $  9,846      $ 25            --     $  9,871
                                          ========      ====       =======     ========

</TABLE>

                                    90

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)


<TABLE>

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
<S>                                        <C>           <C>        <C>        <C>
POST- ACQUISITION
For the period January 1, 1997 through
 October 24, 1997:
Scheduled principal repayments,
 calls and tenders.....................    $25,419         --         --       $25,419
Sales..................................     14,052       $153       $ (2)       14,203
                                           -------       ----       ----       -------
Total..................................    $39,471       $153       $ (2)      $39,622
                                           =======       ====       ====       =======
For the period August 14, 1996 through
 December 31, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,612         --         --       $ 1,612
Sales.................................      45,799       $115       $(73)       45,841
                                           -------       ----       ----       -------
Total.................................     $47,411       $115       $(73)      $47,453
                                           =======       ====       ====       =======

PRE-ACQUISITION
For the period January 1, 1996 through
 August 13, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,801         --         --       $ 1,801
Sales.................................      53,710       $152      $(572)       53,290
                                           -------       ----      -----       -------
Total.................................     $55,511       $152      $(572)      $55,091
                                           =======       ====      =====       =======

</TABLE>

Investment Valuation Analysis: The Companies analyze the
investment portfolio at least quarterly in order to determine if
the carrying value of any investment has been impaired. The
carrying value of debt and equity securities is written down to
fair value by a charge to realized losses when an impairment in
value appears to be other than temporary. During the year ended
December 31, 1998, Golden American recognized a loss on two fixed
maturity investments of $973,000. During 1997 and 1996, no
investments were identified as having an other than temporary
impairment.

Investments on Deposit: At December 31, 1998 and 1997, affidavits
of deposits covering bonds with a par value of $6,470,000 and
$6,605,000, respectively, were on deposit with regulatory
authorities pursuant to certain statutory requirements.

Investment Diversifications: The Companies' investment policies
related to the investment portfolio require diversification by
asset type, company and industry and set limits on the amount
which can be invested in an individual issuer. Such policies are
at least as restrictive as those set forth by regulatory
authorities. The following percentages relate to holdings at
December 31, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (26% in 1998, 30% in 1997),
conventional mortgage-backed securities (25% in 1998, 13% in
1997), financial companies (19% in 1998, 24% in 1997), other asset-
backed securities (11% in 1998) and various government bonds and
government or agency mortgage-backed securities (5% in 1998, 17%
in 1997). Mortgage loans on real estate have been analyzed

                                    91

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)


by geographical location with concentrations by state identified as
California (12% in 1998 and 1997), Utah (11% in 1998, 13% in 1997)
and Georgia (10% in 1998, 11% in 1997). There are no other
concentrations of mortgage loans in any state exceeding ten
percent at December 31, 1998 and 1997. Mortgage loans on real
estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (36% in 1998, 43% in
1997), industrial buildings (32% in 1998, 33% in 1997) and retail
facilities (20% in 1998, 15% in 1997).  Equity securities are not
significant to the Companies' overall investment portfolio.

No investment in any person or its affiliates (other than bonds
issued by agencies of the United States government) exceeded ten
percent of stockholder's equity at December 31, 1998.

4.   COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the SFAS  No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes new
rules for the reporting and display of comprehensive income and
its components; however, the adoption of this statement had no
impact on the Companies' net income or stockholder's equity. SFAS
No. 130 requires unrealized gains or losses on the Companies'
available for sale securities (net of VPIF, DPAC and deferred
income taxes) to be included in other comprehensive income.  Prior
to the adoption of SFAS No. 130, unrealized gains (losses) were
reported separately in stockholder's equity. Prior year financial
statements have been reclassified to conform to the requirements
of SFAS No. 130.

Total comprehensive income (loss) for the Companies includes
$1,015,000 for the year ended December 31, 1998 for First Golden
($159,000, $536,000 and $(57,000), respectively, for the periods
October 25, 1997 through December 31, 1997, January 1, 1997
through October 24, 1997 and December 17, 1996 through December
31, 1996). Other comprehensive income excludes net investment
gains (losses) included in net income which merely represent
transfers from unrealized to realized gains and losses. These
amounts total $(2,133,000) in 1998. Such amounts, which have been
measured through the date of sale, are net of income taxes and
adjustments to VPIF and DPAC totaling $705,000 in 1998.

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments," requires disclosure of estimated fair value of all
financial instruments, including both assets and liabilities
recognized and not recognized in a company's balance sheet, unless
specifically exempted. SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments,"
requires additional disclosures about derivative financial
instruments. Most of the Companies' investments, investment
contracts and debt fall within the standards' definition of a
financial instrument. Fair values for the Companies' insurance
contracts other than investment contracts are not required to be
disclosed. In cases where quoted market prices are not available,
estimated fair values are based on estimates using present value
or other valuation techniques. Those techniques are significantly
affected by the assumptions used, including the discount rate and
estimates of future cash flows. Accounting, actuarial and
regulatory bodies are continuing to study the methodologies to be
used in developing fair value information, particularly as it
relates to such things as liabilities for insurance contracts.
Accordingly, care should be exercised in deriving conclusions
about the Companies' business or financial condition based on the
information presented herein.

The Companies closely monitor the composition and yield of
invested assets, the duration and interest credited on insurance
liabilities and resulting interest spreads and timing of cash
flows. These amounts
                                    92

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

are taken into consideration in the Companies' overall management
of interest rate risk, which attempts to minimize exposure to changing
interest rates through the matching of investment cash flows with amounts
expected to be due under insurance contracts.  These assumptions may not
result in values consistent with those obtained through an actuarial
appraisal of the Companies' business or values that might arise in
a negotiated transaction.

The following compares carrying values as shown for financial
reporting purposes with estimated fair values:

<TABLE>
                                                   POST-MERGER
                                 -----------------------------------------------
                                    December 31, 1998       December 31, 1997
                                 ----------------------  -----------------------
                                              Estimated              Estimated
                                   Carrying     Fair      Carrying     Fair
                                    Value       Value      Value       Value
                                 -----------  ---------  ----------  -----------
                                             (Dollars in thousands)
<S>                              <C>         <C>         <C>          <C>
ASSETS
Fixed maturities, available
 for sale......................  $  741,985  $  741,985  $  414,401   $  414,401
Equity securities..............      11,514      11,514       3,904        3,904
Mortgage loans on real estate..      97,322      99,762      85,093       86,348
Policy loans...................      11,772      11,772       8,832        8,832
Short-term investments.........      41,152      41,152      14,460       14,460
Cash and cash equivalents......       6,679       6,679      21,039       21,039
Separate account assets........  $3,396,114  $3,396,114  $1,646,169   $1,646,169

LIABILITIES
Annuity products...............     869,009     827,597     493,181      469,714
Surplus notes..................      85,000      90,654      25,000       28,837
Line of credit with affiliate..          --          --      24,059       24,059
Separate account liabilities...   3,396,114   3,396,114   1,646,169    1,646,169


</TABLE>


The following methods and assumptions were used by the Companies
in estimating fair values.

Fixed Maturities: Estimated fair values of conventional mortgage-
backed securities not actively traded in a liquid market and
publicly traded securities are estimated using a third party
pricing system. This pricing system uses a matrix calculation
assuming a spread over U.S. Treasury bonds based upon the expected
average lives of the securities.

Equity Securities: Estimated fair values of equity securities,
which consist of the Companies' investment in the portfolios
underlying its separate accounts, are based upon the quoted fair
value of individual securities comprising the individual
portfolios. For equity securities not actively traded, estimated
fair values are based upon values of issues of comparable returns
and quality.

Mortgage Loans on Real Estate: Fair values are estimated by
discounting expected cash flows, using interest rates currently
offered for similar loans.

Policy Loans: Carrying values approximate the estimated fair value
for policy loans.

                                    93

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

Short-Term Investments and Cash and Cash Equivalents: Carrying
values reported in the Companies' historical cost basis balance
sheet approximate estimated fair value for these instruments due
to their short-term nature.

Separate Account Assets: Separate account assets are reported at
the quoted fair values of the individual securities in the
separate accounts.

Annuity Products: Estimated fair values of the Companies'
liabilities for future policy benefits for the divisions of the
variable annuity products with fixed interest guarantees and for
supplemental contracts without life contingencies are stated at
cash surrender value, the cost the Companies would incur to
extinguish the liability.

Surplus Notes: Estimated fair value of the Companies' surplus
notes were based upon discounted future cash flows using a
discount rate approximating the Companies' return on invested
assets.

Line Of Credit With Affiliate: Carrying value reported in the
Companies' historical cost basis balance sheet approximates
estimated fair value for this instrument.

Separate Account Liabilities: Separate account liabilities are
reported at full account value in the Companies' historical cost
balance sheet. Estimated fair values of separate account
liabilities are equal to their carrying amount.

6.   MERGER

Transaction:  On October 23, 1997, Equitable's shareholders
approved the Merger Agreement dated July 7, 1997 among Equitable,
PFHI and ING. On October 24, 1997, PFHI, a Delaware corporation,
acquired all of the outstanding capital stock of Equitable
according to the Merger Agreement. PFHI is a wholly owned
subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn,
owned all the outstanding capital stock of Equitable Life
Insurance Company of Iowa ("Equitable Life") and Golden American
and their wholly owned subsidiaries. In addition, Equitable owned
all the outstanding capital stock of Locust Street Securities,
Inc. ("LSSI"), Equitable Investment Services, Inc. (subsequently
dissolved), DSI, Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds
Distributor, Inc.). In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock and assumed approximately $400 million
in debt. As a result of this transaction, Equitable was merged
into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent"), a Delaware corporation.
All costs of the merger, including expenses to terminate certain
benefit plans, were paid by the Parent.

Accounting Treatment:  The merger was accounted for as a purchase
resulting in a new basis of accounting, reflecting estimated fair
values for assets and liabilities at October 24, 1997. The
purchase price was allocated to EIC and its subsidiaries with
$227,497,000 allocated to the Companies. Goodwill was established
for the excess of the merger cost over the fair value of the net
assets and attributed to EIC and its subsidiaries including Golden
American and First Golden. The amount of goodwill allocated to the
Companies relating to the merger was $151,127,000 at the merger
date and is being amortized over 40 years on a straight-line
basis. The carrying value of goodwill will be reviewed
periodically for any indication of impairment in value. The
Companies' DPAC, previous balance of VPIF and unearned revenue
reserve, as of the merger date, were eliminated and a new asset of
$44,297,000 representing VPIF was established for all policies in
force at the merger date.

                                    94

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


6.   Merger (continued)

Value of Purchased Insurance In Force:  As part of the merger, a
portion of the acquisition cost was allocated to the right to
receive future cash flows from insurance contracts existing with
the Companies at the merger date. This allocated cost represents
VPIF reflecting the value of those purchased policies calculated
by discounting the actuarially determined expected future cash
flow at the discount rate determined by ING.

An analysis of the VPIF asset is as follows:


                                                POST-MERGER
                                   -------------------------------------
                                                        For the period
                                      For the year     October 25, 1997
                                         ended              through
                                   December 31, 1998   December 31, 1997
                                   -----------------   -----------------
                                           (Dollars in thousands)

Beginning balance.................      $43,174              $44,297
                                        --------             --------
Imputed interest..................        2,802                1,004
Amortization......................       (7,753)              (1,952)
Changes in assumptions of
 timing of gross profits..........          227                   --
                                        --------             --------
Net amortization..................       (4,724)                (948)
Adjustment for unrealized gains
 on available for sale
 securities.......................          (28)                (175)
Adjustment for other receivables
 and merger costs.................       (2,445)                  --
                                        --------             --------
Ending balance....................      $35,977              $43,174
                                        =======              =======
Interest is imputed on the unamortized balance of VPIF at a rate
of 7.38% for the year ended December 31, 1998 and 7.03% for the
period October 25, 1997 through December 31, 1997. The
amortization of VPIF, net of imputed interest, is charged to
expense. VPIF decreased $2,664,000 in the second quarter of 1998
to adjust the value of other receivables at merger date and
increased $219,000 in the first quarter of 1998 as a result of an
adjustment to the merger costs. VPIF is adjusted for the
unrealized gains (losses) on available for sale securities; such
changes are included directly in stockholder's equity. Based on
current conditions and assumptions as to the impact of future
events on acquired policies in force, the expected approximate net
amortization relating to VPIF as of December 31, 1998 is
$4,300,000 in 1999, $4,000,000 in 2000, $3,900,000 in 2001,
$3,700,000 in 2002 and $3,300,000 in 2003. Actual amortization may
vary based upon changes in assumptions and experience.

7.   ACQUISITION

Transaction:  On August 13, 1996, Equitable acquired all of the
outstanding capital stock of BT Variable from Whitewood, a wholly
owned subsidiary of Bankers Trust Company ("Bankers Trust"),
according to the terms of the Purchase Agreement dated May 3, 1996
between Equitable and Whitewood. In exchange for the outstanding
capital stock of BT Variable, Equitable paid the sum of
$93,000,000 in cash to Whitewood in accordance with the terms of
the Purchase Agreement. Equitable also paid the sum of $51,000,000
in cash to Bankers Trust to retire certain debt owed by BT
Variable to Bankers Trust pursuant to a revolving credit arrangement.
After the acquisition, the BT Variable, Inc. name was changed to EIC
Variable, Inc. On April 30, 1997, EIC Variable, Inc. was liquidated
and its investments in

                                    95

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


7.   Acquisition (continued)

Golden American and DSI were transferred to Equitable, while the
remainder of its net assets were contributed to Golden American.
On December 30, 1997, EIC Variable, Inc. was dissolved.

Accounting Treatment:  The acquisition was accounted for as a
purchase resulting in a new basis of accounting, which reflected
estimated fair values for assets and liabilities at August 13,
1996. The purchase price was allocated to the three companies
purchased - BT Variable, DSI and Golden American. The allocation
of the purchase price to Golden American was approximately
$139,872,000. Goodwill was established for the excess of the
purchase price over the fair value of the net assets acquired and
attributed to Golden American. The amount of goodwill relating to
the acquisition was $41,113,000 and was amortized over 25 years on
a straight-line basis until the October 24, 1997 merger with ING.
Golden American's DPAC, previous balance of VPIF and unearned
revenue reserve, as of the acquisition date, were eliminated and
an asset of $85,796,000 representing VPIF was established for all
policies in force at the acquisition date.

Value of Purchased Insurance In Force:  As part of the
acquisition, a portion of the acquisition cost was allocated to
the right to receive future cash flows from the insurance
contracts existing with Golden American at the date of
acquisition. This allocated cost represents VPIF reflecting the
value of those purchased policies calculated by discounting the
actuarially determined expected future cash flows at the discount
rate determined by Equitable.

An analysis of the VPIF asset is as follows:


<TABLE>

                                           POST-ACQUISITION           | PRE-ACQUISITION
                                  ------------------------------------|----------------
                                  For the period     For the period   | For the period
                                  January 1, 1997    August 14,1996   | January 1, 1996
                                      through           through       |     through
                                  October 24, 1997  December 31, 1996 | August 13, 1996
                                  ----------------  ----------------- | ---------------
                                                (Dollars in thousands)
<S>                                    <C>               <C>          |      <C>
Beginning balance................      $83,051           $85,796      |      $6,057
                                       -------           -------      |      ------
Imputed interest.................        5,138             2,465      |         273
Amortization.....................      (12,656)           (5,210)     |      (1,224)
Changes in assumption of                                              |      ------
 timing of gross profits.........        2,293                --      |          --
                                       -------           -------      |
Net amortization.................       (5,225)           (2,745)     |        (951)
Adjustment for unrealized gains                                       |
 (losses) on available for sale                                       |
 securities......................         (373)               --      |          11
                                       -------           -------      |      ------
Ending balance                         $77,453           $83,051      |      $5,117
                                       =======           =======      |      ======
</TABLE>

Pre-Acquisition VPIF represents the remaining value assigned to in
force contracts when Bankers Trust purchased Golden American from
Mutual Benefit Life Insurance Company in Rehabilitation ("Mutual
Benefit") on September 30, 1992.

Interest was imputed on the unamortized balance of VPIF at rates
of 7.70% to 7.80% for the period August 14, 1996 through October
24, 1997. The amortization of VPIF net of imputed interest was
charged to expense. VPIF was also adjusted for the unrealized
gains (losses) on available for sale securities; such changes were
included directly in stockholder's equity.


8.   INCOME TAXES

Golden American files a consolidated federal income tax return.
Under the Internal Revenue Code, a newly acquired insurance
company cannot file as part of its parent's consolidated tax
return for 5 years.

                                    96

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


8.   INCOME TAXES(continued)

At December 31, 1998, the Companies have net operating loss
("NOL") carryforwards for federal income tax purposes of
approximately $50,917,000. Approximately $5,094,000, $3,354,000
and $42,469,000 of these NOL carryforwards are available to offset
future taxable income of the Companies through the years 2011,
2012 and 2013, respectively.

INCOME TAX EXPENSE

Income tax expense (benefit) included in the consolidated
financial statements is as follows:


<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
Current.....................          --                --         |     $    12              --         |          --
Deferred....................      $5,279              $146         |     (1,349)            $220         |     $(1,463)
                                  ------              ----         |                                     |
                                  $5,279              $146         |     $(1,337)           $220         |     $(1,463)
                                  ======              ====         |     =======            ====         |     =======

</TABLE>

The effective tax rate on income (loss) before income taxes is
different from the prevailing federal income tax rate. A
reconciliation of this difference is as follows:

<TABLE>
                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
                                                                   |                                     |
Income (loss) before                                               |                                     |
 income taxes..............       $10,353             $(279)       |     $ ( 608)           $570         |     $1,736
                                  =======             =====        |     =======            ====         |     ======
Income tax (benefit) at                                            |                                     |
 federal statutory rate....       $ 3,624             $ (98)       |     $  (213)           $200         |     $  607
Tax effect (decrease) of:                                          |                                     |
 Realization of NOL                                                |                                     |
   carryforwards...........            --                --        |         --               --         |     (1,214)
 Goodwill amortization.....         1,322               220        |         --               --         |         --
 Compensatory stock                                                |                                     |
  option and restricted                                            |                                     |
  stock expense............            --                --        |     (1,011)              --         |         --
 Meals and                                                         |                                     |
  entertainment............           157                23        |         53               20         |         --
 Other items...............           176                 1        |       (166)              --         |         --
Change in valuation                                                |                                     |
 allowance.................            --                --        |         --               --         |       (856)
                                  =------             -----        |    -------             ----         |    -------
Income tax expense                                                 |                                     |
 (benefit).................       $ 5,279             $ 146        |    $(1,337)            $220         |    $(1,463)
                                  =======             =====        |    =======             ====         |    =======
</TABLE>

                                    97

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


8.   INCOME TAXES (continued)

DEFERRED INCOME TAXES

The tax effect of temporary differences giving rise to the
Companies' deferred income tax assets and liabilities at December
31, 1998 and 1997 is as follows:


                                                  POST-MERGER
                                       ------------------------------------
                                       December 31, 1998  December 31, 1997
                                       -----------------  -----------------
                                              (Dollars in thousands)
Deferred tax assets:
 Net unrealized depreciation of
  securities at fair value..........     $    691                    --
 Future policy benefits.............       66,273               $27,399
 Deferred policy acquisition costs..           --                 4,558
 Goodwill...........................       16,323                17,620
 Net operating loss carryforwards...       17,821                 3,044
 Other..............................        1,272                 1,548
                                         --------               -------
                                          102,380                54,169


Deferred tax liabilities:
 Net unrealized appreciation of
  securities at fair value..........             --               (130)
 Fixed maturity securities..........         (1,034)            (1,665)
 Deferred policy acquisition costs..        (55,520)                --
 Mortgage loans on real estate......           (845)              (845)
 Value of purchased insurance in
  force.............................        (12,592)           (15,172)
 Other..............................           (912)              (127)
                                           --------           --------
                                            (70,903)           (17,939)
                                           --------           --------
Deferred income tax asset...........       $ 31,477           $ 36,230
                                           ========           ========

The Companies are required to establish a "valuation allowance"
for any portion of the deferred tax assets management believes
will not be realized. In the opinion of management, it is more
likely than not the Companies will realize the benefit of the
deferred tax assets; therefore, no such valuation allowance has
been established.

9.   RETIREMENT PLANS

Defined Benefit Plans:  In 1998 and 1997, the Companies were
allocated their share of the pension liability associated with
their employees. The Companies' employees are covered by the
employee retirement plan of an affiliate, Equitable Life. Further,
Equitable Life sponsors a defined contribution plan that is
qualified under Internal Revenue Code Section 401(k). The
following tables summarize the benefit obligations and the funded
status for pension benefits over the two-year period ended
December 31, 1998:

                                    98

<PAGE>
<PAGE>

                       GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


9.   RETIREMENT PLANS (continued)


                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at January 1............   $  956          $192
Service cost...............................    1,138           682
Interest cost..............................       97            25
Actuarial loss.............................    2,266            57
Benefit payments...........................      (3)           --
                                              ------          ----
Benefit obligation at December 31..........   $4,454          $956
                                              ======          ====

                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
FUNDED STATUS
Funded status at December 31...............  $(4,454)        $(956)
Unrecognized net loss......................    2,266            --
                                             -------         -----
Net amount recognized......................  $(2,188)        $(956)
                                             =======         =====

During 1998 and 1997, the Companies' plan assets were held by
Equitable Life, an affiliate.

The weighted-average assumptions used in the measurement of the
Companies' benefit obligation are as follows:

                                                1998          1997
                                               ------        ------
DECEMBER 31
Discount rate................................   6.75%         7.25%
Expected return on plan assets...............   9.50          9.00
Rate of compensation increase................   4.00          5.00


The following table provides the net periodic benefit cost for the
fiscal years 1998 and 1997:

<TABLE>
                                        POST-MERGER               | POST-ACQUISITION
                             ------------------------------------ | ----------------
                                                For the period    |  For the period
                                For the year     October 25,1997  |  January 1,1997
                                   ended             through      |      through
                             December 31, 1998  December 31, 1997 | October 24, 1997
                             -----------------  ----------------- | ----------------
                                                  (Dollars in thousands)
<S>                               <C>                  <C>        |        <C>
Service cost................      $1,138               $114       |        $568
Interest cost...............          97                 10       |          15
Amortization of net loss....          --                 --       |           1
                                  ------               ----       |        ----
Net periodic benefit cost...      $1,235               $124       |        $584
                                  ======               ====       |        ====
</TABLE>

There were no gains or losses resulting from curtailments or settlements
during 1998 or 1997.

                                    99

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


9.   RETIREMENT PLANS (continued)

The projected benefit obligation, accumulated benefit obligation
and fair value of plan assets for pension plans with accumulated
benefit obligations in excess of plan assets were $4,454,000,
$3,142,000 and $0, respectively, as of December 31, 1998 and
$956,000, $579,000 and $0, respectively, as of December 31, 1997.

10.  RELATED PARTY TRANSACTIONS

Operating Agreements:  DSI acts as the principal underwriter (as
defined in the Securities Act of 1933 and the Investment Company
Act of 1940, as amended) and distributor of the variable insurance
products issued by the Companies. DSI is authorized to enter into
agreements with broker/dealers to distribute the Companies'
variable insurance products and appoint representatives of the
broker/dealers as agents. For the year ended December 31, 1998 and
for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, the Companies paid
commissions to DSI totaling $117,470,000, $9,931,000 and
$26,419,000, respectively ($9,995,000 for the period August 14,
1996 through December 31, 1996 and $17,070,000 for the period
January 1, 1996 through August 13, 1996).

Golden American provides certain managerial and supervisory
services to DSI. The fee paid by DSI for these services is
calculated as a percentage of average assets in the variable
separate accounts. For the year ended December 31, 1998 and for
the periods October 25, 1997 through December 31, 1997 and January
1, 1997 through October 24, 1997, the fee was $4,771,000, $508,000
and $2,262,000, respectively. For the periods August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996 the fee was $877,000 and $1,390,000, respectively.

Effective January 1, 1998, the Companies have an asset management
agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management services.
Under the agreement, the Companies record a fee based on the value
of the assets under management. The fee is payable quarterly. For
the year ended December 31, 1998, the Companies incurred fees of
$1,504,000 under this agreement.

Prior to 1998, the Companies had a service agreement with
Equitable Investment Services, Inc. ("EISI"), an affiliate, in
which EISI provided investment management services. Payments for
these services totaled $200,000, $768,000 and $72,000 for the
periods October 25, 1997 through December 31, 1997, January 1,
1997 through October 24, 1997 and August 14, 1996 through December
31, 1996, respectively.

Golden American has a guaranty agreement with Equitable Life, an
affiliate. In consideration of an annual fee, payable June 30,
Equitable Life guarantees to Golden American that it will make
funds available, if needed, to Golden American to pay the
contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and
nothing contained therein or done pursuant thereto by Equitable
Life shall be deemed to constitute, a direct or indirect guaranty
by Equitable Life of the payment of any debt or other obligation,
indebtedness or liability, of any kind or character whatsoever, of
Golden American. The agreement does not guarantee the value of the
underlying assets held in separate accounts in which funds of
variable life insurance and variable annuity policies have been
invested. The calculation of the annual fee is based on risk based
capital. As Golden American's risk based capital level was above
required amounts, no annual fee was payable in 1998 or in 1997.

Golden American provides certain advisory, computer and other
resources and services to Equitable Life. Revenues for these
services, which reduced general expenses incurred by Golden
American, totaled $5,833,000 for the year ended December 31, 1998
($1,338,000 and $2,992,000 for the periods October 25,

                                    100

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

10.  RELATED PARTY TRANSACTIONS (continued)

1997 through December 31, 1997 and January 1, 1997 through October
24, 1997, respectively). No services were provided by Golden American
in 1996.

The Companies have a service agreement with Equitable Life in
which Equitable Life provides administrative and financial related
services. Under this agreement, the Companies incurred expenses of
$1,058,000 for the year ended December 31, 1998 ($13,000 and
$16,000 for the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997, respectively).

First Golden provides resources and services to DSI. Revenues for
these services, which reduce general expenses incurred by the
Companies, totaled $75,000 in 1998.

For the year ended December 31, 1998, the Companies had premiums,
net of reinsurance, for variable products from four affiliates,
Locust Street Securities, Inc., Vestax Securities Corporation, DSI
and Multi-Financial Securities Corporation of $122,900,000,
$44,900,000, $13,600,000 and $13,400,000, respectively.  The
Companies had premiums, net reinsurance, for variable products
from three affiliates, Locust Street Securities, Inc., Vestax
Securities Corporation and DSI of $9,300,000, $1,900,000 and
$2,100,000 respectively, for the period October 25, 1997 through
December 31, 1997 ($16,900,000, $1,200,000 and $400,000 for the
period January 1, 1997 through October 24, 1997, respectively).

Reciprocal Loan Agreement:  Golden American maintains a reciprocal
loan agreement with ING America Insurance Holdings, Inc. ("ING
AIH"), a Delaware corporation and affiliate, to facilitate the
handling of unusual and/or unanticipated short-term cash
requirements. Under this agreement which became effective January
1, 1998 and expires December 31, 2007, Golden American and ING AIH
can borrow up to $65,000,000 from one another. Prior to lending
funds to ING AIH, Golden American must obtain the approval of the
State of Delaware Department of Insurance. Interest on any Golden
American borrowings is charged at the rate of ING AIH's cost of
funds for the interest period plus 0.15%. Interest on any ING AIH
borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a
similar duration. Under this agreement, Golden American incurred
interest expense of $1,765,000 in 1998. At December 31, 1998,
Golden American did not have any borrowings or receivables from
ING AIH under this agreement.

Line of Credit:  Golden American maintained a line of credit
agreement with Equitable to facilitate the handling of unusual
and/or unanticipated short-term cash requirements. Under this
agreement which became effective December 1, 1996 and expired
December 31, 1997, Golden American could borrow up to $25,000,000.
Interest on any borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%.
Under this agreement, Golden American incurred interest expense of
$211,000 for the year ended December 31, 1998 ($213,000 for the
period October 25, 1997 through December 31, 1997, $362,000 for
the period January 1, 1997 through October 24, 1997 and $85,000
for the period August 14, 1996 through December 31, 1996). The
outstanding balance was paid by a capital contribution.

Surplus Notes:  On December 30, 1998, Golden American issued a
7.25% surplus note in the amount of $60,000,000 to Equitable Life.
The note matures on December 29, 2028. The note and related
accrued interest is subordinate to payments due to policyholders,
claimant and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of
Golden American. Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred no interest in 1998.

                                    101

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


10.  RELATED PARTY TRANSACTIONS (continued)
On December 17, 1996, Golden American issued an 8.25% surplus note
in the amount of $25,000,000 to Equitable. The note matures on
December 17, 2026. The note and related accrued interest is
subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of
debtors of Golden American. Any payment of principal made is
subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred interest totaling
$2,063,000 in 1998 ($344,000 and $1,720,000 for the periods
October 25, 1997 through December 31, 1997 and January 1, 1997
through October 24, 1997, respectively). On December 17, 1996,
Golden American contributed the $25,000,000 to First Golden
acquiring 200,000 shares of common stock (100% of outstanding
stock) of First Golden.

Stockholder's Equity:  On September 23, 1996, EIC Variable, Inc.
contributed $50,000,000 of Preferred Stock to the Companies'
additional paid-in capital. During 1998, Golden American received
$122,500,000 of capital contributions from its Parent.

11.  COMMITMENTS AND CONTINGENCIES

Contingent Liability:  In a transaction that closed on September
30, 1992, Bankers Trust acquired from Mutual Benefit, in
accordance with the terms of an Exchange Agreement, all of the
issued and outstanding capital stock of Golden American and DSI
and certain related assets for consideration with an aggregate
value of $13,200,000 and contributed them to BT Variable. The
transaction involved settlement of pre-existing claims of Bankers
Trust against Mutual Benefit. The ultimate value of these claims
has not yet been determined by the Superior Court of New Jersey
and, prior to August 13, 1996, was contingently supported by a
$5,000,000 note payable from Golden American and a $6,000,000
letter of credit from Bankers Trust. Bankers Trust estimated the
contingent liability due from Golden American amounted to $439,000
at August 13, 1996. At August 13, 1996, the balance of the escrow
account established to fund the contingent liability was
$4,293,000.

On August 13, 1996, Bankers Trust made a cash payment to Golden
American in an amount equal to the balance of the escrow account
less the $439,000 contingent liability discussed above. In
exchange, Golden American irrevocably assigned to Bankers Trust
all of Golden American's rights to receive any amounts to be
disbursed from the escrow account in accordance with the terms of
the Exchange Agreement. Bankers Trust also irrevocably agreed to
make all payments becoming due under the Golden American note and
to indemnify Golden American for any liability arising from the
note.

Reinsurance:  At December 31, 1998, the Companies had reinsurance
treaties with four unaffiliated reinsurers and one affiliated
reinsurer covering a significant portion of the mortality risks
under variable contracts. The Companies remain liable to the
extent reinsurers do not meet their obligations under the
reinsurance agreements. Reinsurance ceded in force for life
mortality risks were $111,552,000 and $96,686,000 at December 31,
1998 and 1997, respectively. At December 31, 1998, the Companies
have a net receivable of $7,470,000 for reserve credits,
reinsurance claims or other receivables from these reinsurers
comprised of $439,000 for claims recoverable from reinsurers,
$543,000 for a payable for reinsurance premiums and $7,574,000 for
a receivable from an unaffiliated reinsurer. Included in the
accompanying financial statements are net considerations to
reinsurers of $4,797,000, $326,000, $1,871,000, $875,000 and
$600,000 and net policy benefits recoveries of $2,170,000,
$461,000, $1,021,000, $654,000 and $1,267,000 for the year ended
December 31, 1998 and for the periods October 25, 1997 through
December 31, 1997, January 1, 1997 through October 24, 1997,
August 14, 1996 through December 31, 1996 and January 1, 1996
through August 13, 1996, respectively.

                                    102

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


11.  COMMITMENTS AND CONTINGENCIES (continued)

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The
accompanying financial statements are presented net of the effects
of the treaty which increased income by $1,022,000, $265,000,
$335,000, $10,000 and $56,000 for the year ended December 31, 1998
and for the periods October 25, 1997 through December 31, 1997,
January 1, 1997 through October 24, 1997, August 14, 1996 through
December 31, 1996 and January 1, 1996 through August 13, 1996,
respectively.

Guaranty Fund Assessments:  Assessments are levied against the
Companies by life and health guaranty associations in most states
in which the Companies are licensed to cover losses of
policyholders of insolvent or rehabilitated insurers. In some
states, these assessments can be partially recovered through a
reduction in future premium taxes. The Companies cannot predict
whether and to what extent legislative initiatives may affect the
right to offset. The associated cost for a particular insurance
company can vary significantly based upon its fixed account
premium volume by line of business and state premiums as well as
its potential for premium tax offset. The Companies have
established an undiscounted reserve to cover such assessments and
regularly reviews information regarding known failures and revises
its estimates of future guaranty fund assessments. Accordingly,
the Companies accrued and charged to expense an additional
$1,123,000 for the year ended December 31, 1998, $141,000 for the
period October 25, 1997 through December 31, 1997, $446,000 for
the period January 1, 1997 through October 24, 1997, $291,000 for
the period August 14, 1996 through December 31, 1996 and $480,000
for the period January 1, 1996 through August 13, 1996. At
December 31, 1998, the Companies have an undiscounted reserve of
$2,446,000 to cover estimated future assessments (net of related
anticipated premium tax credits) and has established an asset
totaling $586,000 for assessments paid which may be recoverable
through future premium tax offsets. The Companies believe this
reserve is sufficient to cover expected future guaranty fund
assessments, based upon previous premiums, and known insolvencies
at this time.

Litigation:  The Companies, like other insurance companies, may be
named or otherwise involved in lawsuits, including class action
lawsuits. In some class action and other lawsuits involving
insurers, substantial damages have been sought and/or material
settlement payments have been made. The Companies currently
believe no pending or threatened lawsuits exist that are
reasonably likely to have a material adverse impact on the
Companies.

Vulnerability from Concentrations:  The Companies have various
concentrations in its investment portfolio (see Note 3 for further
information). The Companies' asset growth, net investment income
and cash flow are primarily generated from the sale of variable
products and associated future policy benefits and separate
account liabilities. Substantial changes in tax laws that would
make these products less attractive to consumers and extreme
fluctuations in interest rates or stock market returns which may
result in higher lapse experience than assumed could cause a
severe impact to the Companies' financial condition. Two
broker/dealers generated 27% of the Companies' sales (53% by two
broker/dealers during 1997).

Leases:  The Companies lease their home office space, certain
other equipment and capitalized computer software under operating
leases which expire through 2018. During the year ended December
31, 1998 and for the periods October 25, 1997 through December 31,
1997, January 1, 1997 through October 24, 1997, August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996, rent expense totaled $1,241,000, $39,000, $331,000, $147,000
and $247,000, respectively. At December 31, 1998, minimum rental
payments due under all non-cancelable operating leases with
initial terms of one
                                    103

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

11.  COMMITMENTS AND CONTINGENCIES (continued)

year or more are: 1999 - $1,528,000; 2000 - $1,429,000; 2001 - $1,240,000;
2002 - $1,007,000; 2003 - $991,000 and 2004 and thereafter - $5,363,000.

Revolving Note Payable:  To enhance short-term liquidity, the
Companies have established a revolving note payable effective July
27, 1998 and expiring July 31, 1999 with SunTrust Bank, Atlanta
(the "Bank"). The note was approved by the Boards of Directors of
Golden American and First Golden on August 5, 1998 and September
29, 1998, respectively. The total amount the Companies may have
outstanding is $85,000,000, of which Golden American and First
Golden have individual credit sublimits of $75,000,000 and
$10,000,000, respectively. The note accrues interest at an annual
rate equal to: (1) the cost of funds for the Bank for the period
applicable for the advance plus 0.25% or (2) a rate quoted by the
Bank to the Companies for the advance. The terms of the agreement
require the Companies to maintain the minimum level of Company
Action Level Risk Based Capital as established by applicable state
law or regulation. During the year ended December 31, 1998, the
Companies incurred interest expense of $352,000. At December 31,
1998, the Companies did not have any borrowings under this
agreement.

                                    104

<PAGE>
<PAGE>

TABLE OF CONTENTS

      ITEM                                                PAGE
      Introduction                                           1
      Description of Golden American Life Insurance Company  1
      Safekeeping of Assets                                  1
      The Administrator                                      1
      Independent Auditors                                   1
      Distribution of Contracts                              1
      Performance Information                                2
      IRA Withdrawal Option                                  7
      Other Information                                      7
      Financial Statements of Separate Account B             7
      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. SEND THE FORM TO OUR CUSTOMER SERVICE CENTER AT THE ADDRESS
SHOWN ON THE PROSPECTUS COVER.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

               __________________________________________________
               NAME

               __________________________________________________
               SOCIAL SECURITY NUMBER

               __________________________________________________
               STREET ADDRESS

               __________________________________________________
               CITY, STATE, ZIP

106294  (02/00)

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _


<PAGE>
<PAGE>




                   This page intentionally left blank.






<PAGE>
<PAGE>

                               APPENDIX A
                     CONDENSED FINANCIAL INFORMATION

Except for the Investors, Large Cap Value, All Cap and Managed Global
subaccounts which did not commenced operations as of December 31, 1998,
the following tables give (1) the accumulation unit value ("AUV"), (2)
the total number of accumulation units, and (3) the total accumulation
unit value, for each subaccount of Golden American Separate Account B
available under the Contract for the indicated periods.  The date on
which the subaccount became available to investors and the starting
accumulation unit value are indicated on the last row of each table.


LIQUID ASSET
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.33            1,185,641      $   16,985       |
| 1997       13.83              131,429           1,818       |
| 10/1/97    13.71                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.11              839,093       $  11,842       |
        | 1997       13.65               61,012             846       |
        | 10/1/97    13.53                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.88            2,967,968      $   41,195       |
                | 1997       13.44              298,288           4,009       |
                | 10/1/97    13.33                   --              --       |
                |-------------------------------------------------------------|


LIMITED MATURITY BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.77              633,316       $  10,620       |
| 1997       15.91               16,839             268       |
| 10/1/97    15.72                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.52              334,521        $  5,526       |
        | 1997       15.70               10,105             159       |
        | 10/1/97    15.52                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.25              910,113       $  14,787       |
                | 1997       15.47               12,557             195       |
                | 10/1/97    15.29                   --              --       |
                |-------------------------------------------------------------|


GLOBAL FIXED INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  13.09              187,670        $  2,456       |
| 1997       11.87                3,418              41       |
| 10/1/97    11.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $13.00               80,199          $1,043       |
        | 1997       11.81                  310               4       |
        | 10/1/97    11.93                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $12.92              180,373        $  2,330       |
                | 1997       11.75                6,455              76       |
                | 10/1/97    11.87                   --              --       |
                |-------------------------------------------------------------|


                                     A1

<PAGE>
<PAGE>

TOTAL RETURN
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.72            1,708,118       $  30,264       |
| 1997       16.02               54,291             874       |
| 10/1/97    16.10                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $17.60            1,404,222       $  24,713       |
        | 1997       16.02               25,888             415       |
        | 10/1/97    15.75                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $17.49            3,742,869       $  65,449       |
                | 1997       15.94              147,659           2,354       |
                | 10/1/97    15.68                   --              --       |
                |-------------------------------------------------------------|


EQUITY INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.94              257,646        $  5,652       |
| 1997       20.55               26,372             542       |
| 10/1/97    20.55                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.61              207,605        $  4,486       |
        | 1997       20.28               13,243             269       |
        | 10/1/97    20.29                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.26              713,431       $  15,164       |
                | 1997       19.97               35,002             699       |
                | 10/1/97    19.99                   --              --       |
                |-------------------------------------------------------------|


FULLY MANAGED
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  20.53              593,655       $  12,189       |
| 1997       19.66               36,852             725       |
| 10/1/97     9.49                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $20.23              512,203       $  10,361       |
        | 1997       19.40               28,440             552       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $19.90            1,673,484       $  33,294       |
                | 1997       19.11              108,003           2,064       |
                | 10/1/97    18.96                   --              --       |
                |-------------------------------------------------------------|


RISING DIVIDENDS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.61            1,802,632       $  40,757       |
| 1997       20.09               50,068           1,006       |
| 10/1/97    19.30                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.43            1,454,269       $  32,624       |
        | 1997       19.96               34,332             685       |
        | 10/1/97    19.19                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.22            4,169,562       $  92,659       |
                | 1997       19.81              169,648           3,360       |
                | 10/1/97    19.05                   --              --       |
                |-------------------------------------------------------------|


                                     A2

<PAGE>
<PAGE>

CAPITAL GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.01            1,393,674       $  23,707       |
| 1997       15.41              101,866           1,569       |
| 10/1/97    15.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.94            1,251,474       $  21,197       |
        | 1997       15.36              160,843           2,471       |
        | 10/1/97    15.95                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.87            2,660,020       $  44,867       |
                | 1997       15.32              246,159           3,772       |
                | 10/1/97    15.92                   --              --       |
                |-------------------------------------------------------------|


GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.29            1,521,473       $  24,792       |
| 1997       13.03               97,853           1,275       |
| 10/1/97    15.18                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.22              797,510       $  12,940       |
        | 1997       12.99               34,329             446       |
        | 10/1/97    15.14                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.16            2,265,343       $  36,602       |
                | 1997       12.96              226,700           2,938       |
                | 10/1/97    15.10                   --              --       |
                |-------------------------------------------------------------|


VALUE EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  18.31              491,538        $  8,998       |
| 1997       18.28               28,327             518       |
| 10/1/97    18.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $18.20              470,129        $  8,556       |
        | 1997       18.20               40,454             736       |
        | 10/1/97    18.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $18.06            1,161,575       $  20,974       |
                | 1997       18.09              117,054           2,117       |
                | 10/1/97    18.67                   --              --       |
                |-------------------------------------------------------------|


RESEARCH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.89            1,882,609       $  43,093       |
| 1997       18.87               58,635           1,106       |
| 10/1/97    19.33                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.73            1,664,084       $  37,830       |
        | 1997       18.77               29,908             561       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.59            3,504,785       $  79,977       |
                | 1997       18.67              154,878           2,892       |
                | 10/1/97    19.15                   --              --       |
                |-------------------------------------------------------------|


                                     A3

<PAGE>
<PAGE>

STRATEGIC EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.23              291,183       $   4,143       |
| 1997       14.31               13,199             189       |
| 10/1/97    14.14                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.16              162,917        $  2,307       |
        | 1997       14.26               15,985             228       |
        | 10/1/97    14.10                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $14.07              748,842       $  10,538       |
                | 1997       14.20               49,579             704       |
                | 10/1/97    14.04                   --              --       |
                |-------------------------------------------------------------|


CAPITAL APPRECIATION
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  24.50              552,738       $  13,542       |
| 1997       22.05               12,122             267       |
| 10/1/97    21.95                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $24.26              436,641        $ 10,591       |
        | 1997       21.87               20,531             449       |
        | 10/1/97    21.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $23.98              999,496       $  23,892       |
                | 1997       21.65               66,918           1,449       |
                | 10/1/97    21.57                   --              --       |
                |-------------------------------------------------------------|


MID-CAP GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.43              871,756       $  19,550       |
| 1997       18.52               35,953             666       |
| 10/1/97    18.94                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.31              523,815       $  11,688       |
        | 1997       18.45               13,732             253       |
        | 10/1/97    18.88                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.17            1,207,879       $  26,779       |
                | 1997       18.36               48,168             885       |
                | 10/1/97    18.79                   --              --       |
                |-------------------------------------------------------------|


SMALL CAP
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  15.37            1,029,412       $  15,820       |
| 1997       12.88               58,584             755       |
| 10/1/97    13.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $15.30              594,716        $  9,098       |
        | 1997       12.84               20,111             258       |
        | 10/1/97    13.82                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $15.23            1,273,236       $  19,390       |
                | 1997       12.81               99,963           1,280       |
                | 10/1/97    13.78                   --              --       |
                |-------------------------------------------------------------|


                                     A4

<PAGE>
<PAGE>

REAL ESTATE
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.74              196,372        $  4,270       |
| 1997       25.48               10,718             273       |
| 10/1/97    25.25                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.42              112,984        $  2,420       |
        | 1997       25.14                8,060             203       |
        | 10/1/97    24.92                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.07              408,418        $  8,604       |
                | 1997       24.76               44,523           1,102       |
                | 10/1/97    24.56                   --              --       |
                |-------------------------------------------------------------|


HARD ASSETS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.28               50,015         $   714       |
| 1997       20.57                4,291              88       |
| 10/1/97    24.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.07               33,342         $   469       |
        | 1997       20.29                4,830              98       |
        | 10/1/97    23.68                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.84              205,654        $  2,846       |
                | 1997       19.99               10,671             213       |
                | 10/1/97    23.34                   --              --       |
                |-------------------------------------------------------------|


DEVELOPING WORLD
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $ 7.28              131,499         $   958       |
| 2/19/98    10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $ 7.27               31,253         $   227       |
        | 2/19/98    10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $ 7.26              111,296         $   808       |
                | 2/19/98       --                   --              --       |
                |-------------------------------------------------------------|


PIMCO HIGH YIELD BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $10.08              872,132        $  8,791       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.07              424,746        $  4,277       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.06            1,487,999       $  14,969       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|


                                     A5

<PAGE>
<PAGE>

PIMCO STOCKSPLUS GROWTH AND INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $11.11              883,763        $  9,820       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $11.10              467,386        $  5,188       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $11.09            1,878,277       $  20,828       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|


INTERNATIONAL EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  10.29            1,067,090       $  10,979       |
| 1997        9.90               38,652             383       |
| 10/1/97    11.57                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.32              680,862        $  7,025       |
        | 1997        9.95               36,098             359       |
        | 10/1/97    11.62                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.27            1,736,702       $  17,844       |
                | 1997        9.92               72,955             724       |
                | 10/1/97    11.60                   --              --       |
                |-------------------------------------------------------------|


                                     A6

<PAGE>
<PAGE>

                                 APPENDIX B

                  MARKET VALUE ADJUSTMENT EXAMPLES

`EXAMPLE #1: FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is requested
3 years into the guaranteed interest period; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 8%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $11,535

   Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $112,695 ( $124,230 - $11,535 ).

EXAMPLE #2: FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is requested
3 years into the guaranteed interest period; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^  2,555 / 365  - 1 ) = $4,141

   Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $124,230 ( $124,230 + $4,141 ).

EXAMPLE #3: WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a withdrawal of $112,695 is
requested 3 years into the guaranteed interest period; that the
then Index Rate ("J") for a 7 year guaranteed interest period is 8%;
and that no prior transfers or withdrawals affecting this Fixed
Interest Allocation have been made.

                                  B1

<PAGE>
<PAGE>

   First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

   1. The contract value of the Fixed Interest Allocation on the date of
      withdrawal is $248,459
      ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      ( $112,695 / ( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $124,230

   Then calculate the Market Value Adjustment on that amount.

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $11,535

   Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $112,695 as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $112,695, and also reduced by the Market Value
Adjustment of $11,535, for a total reduction in the Fixed Interest Allocation
of $124,230.

EXAMPLE #4: WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate of 7%; that a withdrawal of $128,371 requested 3
years into the guaranteed interest period; that the then Index Rate ("J")
for a 7 year guaranteed interest period is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

   First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

   1. The contract value of Fixed Interest Allocation on the date of
      surrender is $248,459 ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      ( $128,371 / ( 1.07 / 1.0650 ) ^  2,555 / 365 ) = $124,230

   Then calculate the Market Value Adjustment on that amount

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^  2,555 / 365  - 1 ) = $4,141

   Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $128,371, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $128,371, but increased by the Market Value
Adjustment of $4,141, for a total reduction in the Fixed Interest Allocation
of $124,230.

                                  B2

<PAGE>
<PAGE>


                               APPENDIX C

             SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $10,000 and
additional premium payments of $10,000 in each of the second and third
contract years, for total premium payments under the Contract of $30,000.
It also assumes a withdrawal at the beginning of the fifth contract year
of 15% of the contract value of $35,000.

In this example, $3,500 ($35,000 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 $5,250 ($35,000 x .15).
Therefore, $1,750 ($5,250 - $3,500) is considered an excess withdrawal of
a part of the initial premium payment of $10,000 and would be subject to
a 7% surrender charge of $122.50 ($1,750 x .07).  This example does not
take into account any Market Value Adjustment or deduction of any premium
taxes.

                                  B2

<PAGE>
<PAGE>



                         ING VARIABLE ANNUITIES


                 GOLDEN AMERICAN LIFE INSURANCE COMPANY
 Golden American Life Insurance Company is a stock company domiciled in
                                Delaware

106294   02/00



<PAGE>
<PAGE>
                                FORM TWO
                               VERSION B

<PAGE>
<PAGE>

                      PROFILE AND PROSPECTUS OF
                     GOLDENSELECT GALAXY-DB/R/



<PAGE>
<PAGE>

ING VARIABLE ANNUITIES
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

                              PROFILE OF
                     GOLDENSELECT PREMIUM PLUS/R/
                     FEATURING THE GALAXY VIP FUND
                  FIXED AND VARIABLE ANNUITY CONTRACT
                          FEBRUARY 1, 2000

This Profile is a summary of some of the more important points that
you should know and consider before purchasing the Contract.  The
Contract is more fully described in the full prospectus which
accompanies this Profile.  Please read the prospectus carefully.


1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and Golden American
Life Insurance Company.  It is offered exclusively to customers of
Fleet Financial Group, Inc. and its affiliates.  The Contract features
a minimum 4% credit to each premium you pay.  The Contract provides a
means for you to invest on a tax-deferred basis in (i) one or more of
30 mutual fund investment portfolios through our Separate Account B
and/or (ii) in a fixed account of Golden American with guaranteed
interest periods. The 30 mutual fund portfolios are listed on page 3
below.  We currently offer guaranteed interest periods of 6 months. 1,
3, 5, 7 and 10 years in the fixed account.  We set the interest rates
in the fixed account (which will never be less than 3%) periodically.
We may credit a different interest rate for each interest period.  The
interest you earn in the fixed account as well as your principal is
guaranteed by Golden American as long as you do not take your money
out before the maturity date for the applicable interest period. If
you withdraw your money from the fixed account more than 30 days
before the applicable maturity date, we will apply a market value
adjustment.  A market value adjustment could increase or decrease your
contract value and/or the amount you take out.  Generally, the
investment portfolios are designed to offer a better return than the
fixed account.  However, this is NOT guaranteed.  You may not make any
money and can even lose the money you invest.

Subject to state availability, you may elect one of three optional
riders offering specified benefits featured in the prospectus for the
Contract.  The three optional benefit riders are listed on page [10]
below.  The optional benefit riders can provide protection in the
event that unfavorable investment performance has lowered your
contract value below certain targeted growth.  These riders do
not guarantee the performance of your investment portfolios.
Separate charges are assessed for the optional riders.  You
should carefully analyze and completely evaluate each rider before
you purchase any.  Be aware that the benefit provided by any of the
riders will be affected by certain later actions you may take - such
as withdrawals and transfers.  The riders are not available to Contracts
issued before January 1, 2000.  To find out about availability, check
with our Customer Service Center.

The Contract, like all deferred variable annuity contracts, has two
phases: the accumulation phase and the income phase.  The accumulation
phase is the period between the contract date and the date on which
you start receiving the annuity payments under your Contract.  The
amounts you accumulate during the

                                                       PREMIUM PLUS PROFILE
                                                       PROSPECTUS BEGINS AFTER
                                                       PAGE [9] OF THIS PROFILE


<PAGE>
<PAGE>

accumulation phase will determine
the amount of annuity payments you will receive.  The income phase
begins on the annuity start date which is the date you start receiving
regular annuity payments from your Contract.

You determine (1) the amount and frequency of premium payments, (2)
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:

                            ANNUITY OPTIONS

Option 1   Income for a  Payments are made for a specified number of
           fixed period  years to you or your beneficiary.
Option 2   Income for    Payments are made for the rest of your life
           life with a   or longer for a specified period such as 10
           period        or 20 years or until the total amount used to
           certain       buy this option has been repaid. This option
                         comes with an added guarantee that payments
                         will continue to your beneficiary for the
                         remainder of such period if you should die
                         during the period.
Option 3   Joint life    Payments are made for your life and the life
           income        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.  If variable and subject to the
Investment Company Act of 1940, it will comply with the requirements of such
Act.  Once you elect an annuity option and begin to receive payments, it
cannot be changed.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or
more ($1,500 for a qualified Contract) up to and including age 85.
You may make additional payments of $500 or more ($250 for a qualified
Contract) at any time before you turn 85 during the accumulation
phase.  Under certain circumstances, we may waive the minimum initial
and additional premium payment requirement.  Any initial or additional
premium payment that would cause the contract value of all annuities
that you maintain with us to exceed $1,000,000 requires our prior
approval.  Each time you make a premium payment, we will add a credit
of at least 4% of each premium payment to your contract value.  Within
1 year after any credit is added, it may be deducted from your contract
value under certain circumstances which are described in the prospectus
for the Contract.  After 1 year, a credit added to your contract value
becomes permanent.

Who may purchase this Contract?  Contracts offered by the prospectus
accompanying this Profile are available only to customers of Fleet
Financial Group, Inc. and its affiliates.  The Contract may be
purchased by individuals as part of a personal retirement plan (a "non-
qualified Contract"), or as a

                                                        PREMIUM PLUS PROFILE
                                   2

<PAGE>
<PAGE>

Contract that qualifies for special tax
treatment when purchased as either an Individual Retirement Annuity
(IRA) or in connection with a qualified retirement plan (each a
"qualified Contract").

The Contract is designed for people seeking long-term tax-deferred
accumulation of assets, generally for retirement or other long-term
purposes.  The tax-deferred feature is more attractive to people in
high federal and state tax brackets.  You should not buy this Contract
if you are looking for a short-term investment or if you cannot risk
getting back less money than you put in.

4.   THE INVESTMENT PORTFOLIOS
You can direct your money, and the credit we add, into (1) the fixed
account with guaranteed interest periods of 6 months, and 1, 3, 5, 7
and 10 years, and/or (2) into any one or more of the following 30
mutual fund investment portfolios through our Separate Account B.  The
investment portfolios are described in the prospectuses for The GCG
Trust, The Galaxy VIP Fund, the PIMCO Variable Insurance Trust and the
Warburg Pincus Trust.  Keep in mind that while an investment in the
fixed account earns a fixed interest rate, an investment in any
investment portfolio, depending on market conditions, may cause you to
make or lose money.  The investment portfolios available under your
Contract are:

<TABLE>
  <C>                               <C>                         <C>
  THE GCG TRUST
     Liquid Asset Series            Rising Dividends Series    Mid-Cap Growth Series
     Limited Maturity Bond Series   Capital Growth Series      Strategic Equity Series
     Global Fixed Income Series     Growth Series              Small Cap Series
     Total Return Series            Value Equity Series        Real Estate Series
     Fully Managed Series           Research Series            Hard Assets Series
     Equity Income Series           Managed Global             Developing World Series
     Investors Series               All Cap Series
     Large Cap Value Series         Capital Appreciation Series





  THE GALAXY VIP FUND
     Equity Fund                    Small Company Growth Fund   High Quality Bond Fund
     Growth and Income Fund         Asset Allocation Fund

  THE PIMCO TRUST
     PIMCO High Yield Bond Portfolio
     PIMCO StocksPLUS Growth and Income Portfolio

  THE WARBURG PINCUS TRUST
     International Equity Portfolio

</TABLE>


5.   EXPENSES
The Contract has insurance features and investment features, and there
are charges related to each.  For the insurance features, the Company
deducts a mortality and expense risk charge, an asset-based
administrative charge and an annual contract administrative charge of
$40.  We deduct the mortality and expense risk charge and the asset-
based administrative charges daily directly from your contract value
in the investment portfolios.  The mortality and expense risk charge
(depending on the death benefit you choose) and the asset-based
administrative charge, on an annual basis, are as follows:

                                                        PREMIUM PLUS PROFILE
                                   3

<PAGE>
<PAGE>

<TABLE>
                                         STANDARD                 ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET  7% SOLUTION      MAX 7
    <S>                                   <C>                <C>           <C>           <C>
    Mortality & Expense Risk Charge       1.30%              1.45%         1.65%         1.75%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%         0.15%
                                          -----              -----         -----         -----
       Total                              1.45%              1.60%         1.80%         1.90%
</TABLE>

If you choose to purchase one of the optional benefit riders we offer,
we will deduct a separate quarterly charge for the rider on each
quarterly contract anniversary and pro rata when the rider terminates.
We deduct the rider charges directly from your contract value in the
investment portfolios; if the value in the investment portfolios
is insufficient, rider charges will be deducted from the fixed
account.  The rider charges are as follows:

  OPTIONAL BENEFIT RIDER CHARGES

  Minimum Guaranteed Accumulation Benefit (MGAB) rider
       Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year............0.125% of the MGAB Charge Base* (0.50% annually)
       20 Year............0.125% of the MGAB Charge Base  (0.50% annually)

  Minimum Guaranteed Income Benefit (MGIB) rider
       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% ................0.05% of the MGIB Base* (0.20% annually)
       3%.................0.08% of the MGIB Base  (0.32% annually)
       5%.................0.10% of the MGIB Base  (0.40% annually)
       6%.................0.15% of the MGIB Base  (0.60% annually)
       7%.................0.125% of the MGIB Base (0.50% annually)

  Minimum Guaranteed Withdrawal Benefit (MGWB) rider
       Quarterly Charge
       ----------------
       0.125% of the MGWB Eligible Payment Amount* (0.50% annually)

  * See prospectus for a description.

Each investment portfolio has charges for investment management fees
and other expenses.  These charges, which vary by investment
portfolio, currently range from 0.59% to 1.83% annually (see following
table) of the portfolio's average daily net asset balance.

If you withdraw money from your Contract, or if you begin receiving
annuity payments, we may deduct a premium tax of 0%-3.5% to pay to
your state.

                                                        PREMIUM PLUS PROFILE
                                  4

<PAGE>
<PAGE>

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 year is 10% of your contract value on the
date of the withdrawal less any prior withdrawals during that 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 withdrawn.

  COMPLETE YEARS ELAPSED     0  | 1  | 2  | 3  | 4  | 5  | 6  | 7  | 8  |  9+
     SINCE PREMIUM PAYMENT      |    |    |    |    |    |    |    |    |
  SURRENDER CHARGE           8% | 8% | 8% | 8% | 7% | 6% | 5% | 3% | 1% |  0%

The following table is designed to help you understand the Contract
charges.  The "Total Annual Insurance Charges" column is divided into
two: one part reflects the maximum mortality and expense risk charge,
the asset-based administrative charge, the annual contract administrative
charge as 0.05% (based on an average contract value of $80,000) and
the highest optional rider charge as 0.75% in most cases, assuming
the rider base is equal to the initial premium and the rider base
increases by 7% each year.  (Note, however, for the Liquid Asset and
Limited Maturity Bond portfolios,
the rider charge is equal to 0.50% because the base for the rider
accumulates at the assumed net rate, not 7%.)  The second part
reflects the same insurance charges but without any rider charges.
The "Total Annual Investment Portfolio Charges" column reflects the
portfolio charges for each portfolio and are based on actual expenses
as of December 31, 1998, except for (i) portfolios that commenced
operations during 1998 where the charges have been estimated, and
(ii) the newly formed portfolios where the charges have been
estimated.  The column "Total Annual Charges" reflects the sum of the
previous two columns.  The columns under the heading "Examples" show
you how much you would pay under the Contract for a 1-year period and
for a 10-year period.

As required by the SEC, the examples assume that you invested $1,000
and received a $40 credit 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 Max 7 Enhanced Death
Benefit.  For these examples, the premium tax is assumed to be 0%.

                                                        PREMIUM PLUS PROFILE
                                   5

<PAGE>
<PAGE>

<TABLE>
<CAPTION>                                                                         Examples:
                          Total Annual                 Total Annual       Total Charges at the end of:
                        Insurance Charges                Charges            1 Year           10 Years
                        -----------------             -------------     --------------    --------------
                        w/the     w/o     Total       w/the    w/o      w/the    w/o      w/the    w/o
                        Highest   any     Investment  Highest  any      Highest  any      Highest  any
                        Rider     Rider   Portfolio   Rider    Rider    Rider    Rider    Rider    Rider
Investment Portfolio    Charge    Charge  Charges     Charge   Charge   Charge   Charge   Charge   Charge
--------------------    ------    ------  ----------  ------   ------   ------   ------   ------   ------
<S>                     <C>       <C>     <C>         <C>      <C>      <C>      <C>      <C>      <C>

THE GCG TRUST
Liquid Asset            2.75%     1.95%   0.59%       3.34%    2.54%    $115     $107     $383     $299
Limited Maturity Bond   2.75%     1.95%   0.60%       3.35%    2.55%    $115     $107     $384     $300
Global Fixed Income     3.13%     1.95%   1.60%       4.73%    3.55%    $129     $117     $499     $397
Total Return            3.13%     1.95%   0.97%       4.10%    2.92%    $123     $111     $446     $337
Fully Managed           3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Equity Income           3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Investors               3.13%     1.95%   1.01%       4.14%    2.96%    $123     $111     $450     $341
Large Cap Value         3.13%     1.95%   1.01%       4.14%    2.96%    $123     $111     $450     $341
Rising Dividends        3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Capital Growth          3.13%     1.95%   1.08%       4.21%    3.03%    $124     $112     $456     $348
Growth                  3.13%     1.95%   1.09%       4.22%    3.04%    $124     $112     $456     $349
Value Equity            3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Research                3.13%     1.95%   0.94%       4.07%    2.89%    $123     $110     $443     $334
Managed Global          3.13%     1.95%   1.26%       4.39%    3.21%    $126     $114     $471     $365
All Cap                 3.13%     1.95%   1.01%       4.14%    2.96%    $123     $111     $450     $341
Capital Appreciation    3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Mid-Cap Growth          3.13%     1.95%   0.95%       4.08%    2.90%    $123     $110     $444     $335
Strategic Equity        3.13%     1.95%   0.99%       4.12%    2.94%    $123     $111     $448     $339
Small Cap               3.13%     1.95%   0.99%       4.12%    2.94%    $123     $111     $448     $339
Real Estate             3.13%     1.95%   0.99%       4.12%    2.94%    $123     $111     $448     $339
Hard Assets             3.13%     1.95%   1.00%       4.13%    2.95%    $123     $111     $449     $340

Developing World        3.13%     1.95%   1.83%       4.96%    3.78%    $132     $120     $517     $418

THE GALAXY VIP FUND
Equity                  3.13%     1.95%   1.05%       4.18%    3.00%    $124     $112     $453     $345
Growth and Income       3.13%     1.95%   1.50%       4.63%    3.45%    $128     $116     $491     $388
Small Company Growth    3.13%     1.95%   1.60%       4.73%    3.55%    $129     $117     $499     $397
Asset Allocation        3.13%     1.95%   1.07%       4.20%    3.02%    $124     $112     $455     $347
High Quality Bond       3.13%     1.95%   0.90%       4.03%    2.85%    $122     $110     $440     $330

THE PIMCO TRUST
PIMCO High Yield Bond   3.13%     1.95%   0.75%       3.88%    2.70%    $121     $108     $427     $315
PIMCO StocksPLUS
  Growth and Income     3.13%     1.95%   0.65%       3.78%    2.60%    $120     $107     $418     $305

THE WARBURG PINCUS TRUST
International Equity    3.13%     1.95%   1.33%       4.46%    3.28%    $127     $114     $477     $372


</TABLE>

The "Total Annual Investment Portfolio Charges" column above reflects
current expense reimbursements for applicable investment portfolios.
The 1 Year examples above include an 8% surrender charge.  For more
detailed information, see "Fees and Expenses" in the prospectus for the
Contract.

                                                        PREMIUM PLUS PROFILE
                                   6

<PAGE>
<PAGE>

6.   TAXES
Under a qualified Contract, your premiums are generally pre-tax
contributions and accumulate on a tax-deferred basis.  Premiums and
earnings are generally taxed as income when you make a withdrawal or
begin receiving annuity payments, presumably when you are in a lower
tax bracket.

Under a non-qualified Contract, premiums are paid with after-tax
dollars, and any earnings will accumulate tax-deferred.  You will be
taxed on these earnings, but not on premiums, when you withdraw them
from the Contract.

For owners of most qualified Contracts, when you reach age 70 1/2 (or,
in some cases, retire), you will be required by federal tax laws to
begin receiving payments from your annuity or risk paying a penalty
tax.  In those cases, we can calculate and pay you the minimum
required distribution amounts at your request.

If you are younger than 59 1/2 when you take money out, in most cases,
you will be charged a 10% federal penalty tax on the taxable earnings
withdrawn.

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase.
You may elect in advance to take systematic withdrawals which are
described on page [12].  Withdrawals above the free withdrawal amount
may be subject to a surrender charge.  We will apply a market value
adjustment if you withdraw your money from the fixed account more than
30 days before the applicable maturity date.  Income taxes and a
penalty tax may apply to amounts withdrawn.

8.   PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose.  The following chart shows
average annual total return for each portfolio that was in operation
for the entire year of 1998.  These numbers reflect the deduction of
the mortality and expense risk charge (based on the Max 7
Enhanced Death Benefit), the asset-based administrative charge, the
annual contract fee and the maximum optional benefit rider charge on a
rider base that accumulates at 7%, but do not reflect deductions for
surrender charges, if any.  If surrender charges were reflected, they
would have the effect of reducing performance.  Please keep in mind
that past performance is not a guarantee of future results.

                                                        PREMIUM PLUS PROFILE
                                  7

<PAGE>
<PAGE>

                                                        CALENDAR YEAR
     INVESTMENT PORTFOLIO                                   1998
     Managed by A I M  Capital Management, Inc.
       Capital Appreciation(1)                                 %
       Strategic Equity(2)                                     %
     Managed by Alliance Capital Management L.P.
       Capital Growth(2)                                       %
     Managed by Baring International Investment Limited
       Developing World(2)                                     %
       Global Fixed Income                                     %
       Hard Assets(2)                                          %
     Managed by Capital Guardian Trust Company
       Large Cap Value                                         %
       Managed Global(3)                                       %
       Small Cap(3)                                            %
     Managed by Eagle Asset Management, Inc.
       Value Equity                                            %
     Managed by EII Realty Securities, Inc.
       Real Estate                                             %
     Managed by ING Investment Management, LLC
       Limited Maturity Bond                                   %
       Liquid Asset                                            %
     Managed by Janus Capital Corporation
       Growth(2)                                               %
     Managed by Kayne Anderson Investment Management, LLC
       Rising Dividends                                        %
     Managed by Massachusetts Financial Services Company
       Mid-Cap Growth                                          %
       Research                                                %
       Total Return                                            %
     Managed by T. Rowe Price Associates, Inc.
       Equity Income(2)                                        %
       Fully Managed                                           %
     Managed by Fleet Investment Advisors Inc.
       Asset Allocation Fund                                   %
       Equity Fund                                             %
       Growth and Income Fund                                  %
       High Quality Bond Fund                                  %
       Small Company Growth Fund                               %
     Managed by Pacific Investment Mangement Company
       PIMCO High Yield Bond                                   %
       PIMCO StocksPlus Growth and Income                      %
     Managed by Credit Suisse Asset Management, LLC
       International Equity                                    %
          ___________________
      (1)Prior to April 1, 1999, a different firm managed the
         Portfolio.
      (2)Prior to March 1, 1999, a different firm managed the Portfolio.
      (3)Prior to February 1, 2000, a different firm managed the
         Portfolio.

9.   DEATH BENEFIT
You may choose (i) the Standard Death Benefit, (ii) the 7% Solution
Enhanced Death Benefit, (iii) the Annual Ratchet Enhanced Death
Benefit or (iv) the Max 7 Enhanced Death Benefit.  The 7%
Solution Enhanced Death Benefit, the Annual Ratchet Enhanced Death
Benefit and the Enhanced Max 7 Death Benefit are available only
if the contract owner or the annuitant (if the contract owner is not an
individual) is not more than 79 years old at the time of purchase. The
7% Solution, Annual Ratchet and Max 7 Enhanced Death Benefits
may not be available where a Contract is held by joint owners.

The death benefit is payable when the first of the following persons
die: the contract owner, joint owner, or annuitant (if a contract
owner is not an individual).  Assuming you are the contract owner, if
you die during the accumulation phase, your beneficiary will receive a
death benefit unless the beneficiary is your surviving spouse and
elects to continue the Contract.  The death benefit paid depends on
the death benefit you have chosen.  The death benefit value is
calculated at the close of the business day on which we receive
written notice and due proof of death, as well as required claim
forms, at our Customer Service Center.  If your beneficiary elects to
delay receipt of the death benefit until a date after the time

                                                        PREMIUM PLUS PROFILE
                                  8

<PAGE>
<PAGE>

of your death, the amount of the benefit payable in the future may be
affected.  If you die after the annuity start date and you are the
annuitant, your beneficiary will receive the death benefit you chose
under the annuity option then in effect.

The death benefit may be subject to certain mandatory distribution
rules required by federal tax law.

Under the STANDARD DEATH BENEFIT, if you die before the annuity start
date, your beneficiary will receive the greatest of:

     1)the contract value minus any credits added within 1 year prior
       to death;
     2)the total premium payments made under the Contract
       reduced by a pro rata adjustment for any withdrawal;
     3)the cash surrender value;
     4)the total premium payments plus credits made under the Contract
       reduced by a pro rata adjustment for any withdrawals,  minus
       any credits added within 1 year prior to death.

Under the 7% SOLUTION ENHANCED DEATH BENEFIT, if you die before the
annuity start date, your beneficiary will receive the greatest of:

     1)the contract value minus any credits added within 1 year prior
       to death;
     2)the total premium payments made under the Contract reduced by a
       pro rata adjustment for any withdrawals;
     3)the cash surrender value; or
     4)the enhanced death benefit minus any credits added within 1
       year prior to death, which we determine as follows: we credit
       interest each business day at the 7% annual effective rate to
       the enhanced death benefit from the preceding day (which would
       be the initial premium and the credit added if the preceding
       day is the contract date), then we add additional premiums
       paid and credits added since the preceding day, then we adjust
       for any withdrawals (including any market value adjustment
       applied to such withdrawal and any associated surrender
       charges) since the preceding day.  Special withdrawals are
       withdrawals of up to 7% per year of cumulative premiums and
       premium credits.  Special withdrawals shall reduce the 7%
       Solution Benefit by the amount of contract value withdrawn.
       For any withdrawals in excess of the amount available as a
       special withdrawal, pro rata adjustment to the death benefit
       is made.  The maximum enhanced death benefit is 3 times all
       premium payments and credits added, adjusted to reflect
       withdrawals.  Each accumulated initial or additional premium
       payment and credit will continue to grow at the 7% annual
       effective rate until reaching the maximum enhanced death
       benefit or attained age 80 of the Owner, if earlier.

          Note for current Special Funds:  The actual interest rate
          used for calculating the 7% Solution Enhanced Death Benefit
          for the Liquid Asset and Limited Maturity Bond investment
          portfolios and the Fixed Account, will be the lesser of
          (1) 7% and (2) the interest rate, positive or negative,
          providing a yield on the Guaranteed Death Benefit equal to
          the net return for the current valuation period on the
          contract value allocated to Special Funds.  We may, with
          30 days notice to you, designate any fund as a Special
          Fund on existing contracts with respect to new premiums
          added to such fund and also with respect to new transfers
          to such funds.

Under the ANNUAL RATCHET ENHANCED DEATH BENEFIT, if you die before the
annuity start date, your beneficiary will receive the greatest of:

                                                        PREMIUM PLUS PROFILE
                                   9

<PAGE>
<PAGE>

     1)the contract value minus any credits added within 1 year prior
       to death;
     2)the total premium payments made under the Contract
       reduced by a pro rata adjustment for any withdrawal;
     3)the cash surrender value; or
     4)the enhanced death benefit minus any credits added within 1
       year prior to death, which is determined as follows: On each
       contract anniversary that occurs on or before the contract
       owner turns age 80, 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 and credit
       added if the preceding day is the contract date), then we add
       additional premiums paid and credits added since the preceding
       day, and then we adjust for any withdrawals on a pro rata
       basis, (including any market value adjustment applied to such
       withdrawal and any associated surrender charges) since the
       preceding day.  That amount becomes the new enhanced death
       benefit.

Under the MAX 7 ENHANCED DEATH BENEFIT, if you die before the
annuity start date, your beneficiary will receive the greater of the
7% Solution and the Annual Ratchet Enhanced Death Benefit.

Under this benefit option, the 7% Solution Enhanced Death Benefit
and the Annual Ratchet Benefit are calculated in the same
manner as if each were the elected benefit.

          Note: In all cases described above, the amount of the death
          benefit could be reduced by premium taxes owed and
          withdrawals not previously deducted.  The enhanced death
          benefits may not be available in all states.

10.  OTHER INFORMATION
  FREE LOOK.  If you cancel the Contract within 10 days after you
receive it, you will receive a refund of the adjusted contract value.
We determine your contract value at the close of business on the day
we receive your written refund request.  For purposes of the refund
during the free look period, (i) we adjust your contract value for any
market value adjustment (if you have invested in the fixed account),
(ii) then we exclude any credit initially applied, and (iii) then we
include a refund of any charges deducted from your contract value.
Because of the market risks associated with investing in the
portfolios and the potential positive or negative effect of the market
value adjustment, the contract value returned may be greater or less
than the premium payment you paid.  Some states require us to return
to you the amount of the paid premium, excluding any credit (rather
than the contract value) in which case you will not be subject to
investment risk during the free look period.  Also, in some states,
you may be entitled to a longer free look period.

  TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT.  You
can make transfers among your investment portfolios and your
investment in the fixed account as frequently as you wish without any
current tax implications.  The minimum amount for a transfer is $100.
There is currently no charge for transfers, and we do not limit the
number of transfers allowed.  The Company may, in the future, charge a
$25 fee for any transfer after the twelfth transfer in a contract year
or limit the number of transfers allowed.  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.  Transfers between Special Funds and other investment
portfolios will result in a transfer of

                                                        PREMIUM PLUS PROFILE
                                   10

<PAGE>
<PAGE>

the Guaranteed Death Benefit
in proportion to the account value transferred.  In cases where more
than one Guaranteed Death Benefit exists because of such transfers,
each death benefit will be combined to calculate the total death
benefit.

  NO PROBATE.  In most cases, when you die, the person you chose as
your beneficiary will receive the death benefit without going through
probate.  See "Federal Tax Considerations - Taxation of Death Benefit
Proceeds" in the prospectus for the Contract.

  OPTIONAL RIDERS.  Subject to state availability, you may purchase
one of three optional benefit riders for an additional charge.  You may
not add more than one of these three riders to your Contract.  There
are separate charges for each rider.  Once elected, the riders generally
may not be cancelled.  This means once added the rider may not be removed
and charges will be assessed regardless of the performance of your
Contract.

  Minimum Guaranteed Accumulation Benefit (MGAB) Rider.  The MGAB is
an optional benefit which offers you the ability to receive a one-time
adjustment to your contract value in the event your contract value on
a specified date is below the MGAB rider guarantee.  When added at issue,
the MGAB rider guarantees that your contract value will at least equal
your initial premium payment plus credits at the end of ten years, or,
at least equal two times your initial premium payment plus credits at the
end of twenty years, depending on the waiting period you select, reduced
pro rata for withdrawals and certain transfers.  The MGAB rider offers a
ten-year option and a twenty-year option, of which you may purchase only
one.  Withdrawals and certain transfers may reduce the guarantee by more
than the amount withdrawn or transferred.  The MGAB rider may offer you
protection in the event of a lower contract value that may result from
unfavorable investment performance of your Contract. There are exceptions,
conditions, eligibility requirements, and important considerations
associated with the MGAB rider.  You should read the prospectus for more
complete information.

  Minimum Guaranteed Income Benefit (MGIB) Rider.  The MGIB rider is
an optional benefit which guarantees a minimum amount of income that
will be available to you upon annuitization, regardless of fluctuating
market conditions.  Ordinarily, the amount of income that will be
available to you upon annuitization is based upon your contract value,
the annuity option you selected and the guaranteed or then current
income factors in effect.  If you purchase the MGIB rider, the minimum
amount of income that will be available to you upon annuitization on the
MGAB Benefit Date is the greater of the amounts that are ordinarily
available to you under your Contract and the MGIB annuity benefit,
which is based on your MGIB Base, the MGIB annuity option you selected
and the MGIB guaranteed income factors specified in your rider.  Your
MGIB Base generally depends on the amount of premiums you payduring the
first five contract years after you purchase the rider, the credit(s)
applied, and when you pay the premiums, accumulated at the MGIB rate,
less adjustments for withdrawals and transfers.  There are exceptions,
conditions, eligibility requirements, and important considerations
associated with the MGIB rider.  You should read the prospectus for
more complete information.

     Minimum Guaranteed Withdrawal Benefit (MGWB) Rider.  The MGWB
rider is an optional benefit which guarantees that if your contract
value is reduced to zero you will receive annual periodic payments,
when added together, equal to all premium payments and credits paid
during the first  two contract years, less adjustments for any prior
withdrawals. If your contract value is reduced to zero, your periodic
payments will be 7% of your Eligible Payment Amount every year.
(Of course, any applicable income and penalty taxes will apply
to amounts received.)  Your original Eligible Payment Amount is
your premium payments and credits received during the first two
contract years.  Withdrawals that you make in excess of the above
periodic payment amount may substantially reduce the guarantee.
There are exceptions, conditions, eligibility requirements, and
important considerations associated with the MGWB rider. You
should read the prospectus for more information.

                                                        PREMIUM PLUS PROFILE
                                   11

<PAGE>
<PAGE>

  ADDITIONAL FEATURES.  This Contract has other features you may be
interested in.  These include:

   Dollar Cost Averaging.  This is a program that allows you to
invest a fixed amount of money in the investment portfolios each
month.  It 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 surrender charge.  Withdrawals from your money in
the fixed account under this program are not subject to a market
value adjustment.  Of course, any applicable income and penalty
taxes will apply on amounts withdrawn.

   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 profile and the
prospectus, please contact us at:

  CUSTOMER SERVICE CENTER
  P.O. BOX 2700
  WEST CHESTER, PENNSYLVANIA  19380
  (800) 366-0066

or your registered representative.

                                                        PREMIUM PLUS PROFILE
                                   12

<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

                          FEBRUARY 1, 2000
      DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
      GOLDENSELECT PREMIUM PLUS/R/ FEATURING THE GALAXY VIP FUND

This prospectus describes GoldenSelect Premium Plus/R/, a group and
individual deferred variable annuity contract (the "Contract") offered
by Golden American Life Insurance Company (the "Company," "we" or
"our").  The Contract is available in connection with certain
retirement plans that qualify for special federal income tax treatment
("qualified Contracts") as well as those that do not qualify for such
treatment ("non-qualified Contracts").

The Contract provides a means for you to invest your premium payments
and credits in one or more of 30 mutual fund investment portfolios.
You may also allocate premium payments and credits to our Fixed
Account with guaranteed interest periods.  Your contract value will
vary daily to reflect the investment performance of the investment
portfolio(s) you select and any interest credited to your allocations
in the Fixed Account.  The investment portfolios available under your
Contract and the portfolio managers are:

  A I M CAPITAL MANAGEMENT, INC.
    Capital Appreciation Series
    Strategic Equity Series
  ALLIANCE CAPITAL MANAGEMENT L.P.
    Capital Growth Series
  BARING INTERNATIONAL INVESTMENT
    LIMITED (AN AFFILIATE)
    Developing World Series
    Global Fixed Income Series
    Hard Assets Series
  CAPITAL GUARDIAN TRUST COMPANY
    Large Cap Value Series
    Managed Global Series
    Small Cap Series
  EAGLE ASSET MANAGEMENT, INC.
    Value Equity Series
  EII REALTY SECURITIES, INC.
    Real Estate Series
  ING INVESTMENT MANAGEMENT, LLC
    (AN AFFILIATE)
    Limited Maturity Bond Series
    Liquid Asset Series
  JANUS CAPITAL CORPORATION
    Growth Series
  KAYNE ANDERSON INVESTMENT
    MANAGEMENT, LLC
    Rising Dividends Series
  MASSACHUSETTS FINANCIAL
    SERVICES COMPANY
    Mid-Cap Growth Series
    Research Series
    Total Return Series
  SALOMON BROTHERS ASSET
    MANAGEMENT, INC
    All Cap Series
    Investors Series
  T. ROWE PRICE ASSOCIATES, INC.
    Equity Income Series
    Fully Managed Series
  FLEET INVESTMENT ADVISORS INC.
    Asset Allocation Fund
    Equity Fund
    Growth and Income Fund
    High Quality Bond Fund
    Small Company Growth Fund
  PACIFIC INVESTMENT MANAGEMENT
    COMPANY
    PIMCO High Yield Bond
      Portfolio
    PIMCO StocksPLUS Growth and
      Income Portfolio
  CREDIT SUISSE ASSET MANAGEMENT, LLC
    International Equity Portfolio

The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B.  We refer to the
divisions as "subaccounts" and the money you place in the Fixed
Account's guaranteed interest periods as "Fixed Interest Allocations"
in this prospectus.

We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest.  We set the interest rates periodically.  We will not set
the interest rate to be less than a minimum annual rate of 3%.  You
may choose guaranteed interest periods of 6 months, and 1, 3, 5, 7 and
10 years.  The interest earned on your money as well as your principal
is guaranteed as long as you hold them until the maturity date. If you
take your money out from a Fixed Interest Allocation more than 30 days
before the applicable maturity date, we will apply a market value
adjustment ("Market Value Adjustment").  A Market Value Adjustment
could increase or decrease your contract value and/or the amount you
take out.  You bear the risk that you may receive less than your
principal if we take a Market Value Adjustment.  For Contracts sold in
some states, not all Fixed Interest Allocations or subaccounts are
available.  You have a right to return a Contract within 10 days after
you receive it for a for a refund of the adjusted contract value less credits
we added (which may be more or less than the premium payments you paid),
or if required by your state, the original amount of your premium
payment.  Longer free look periods apply in some states and in
certain situations.

This prospectus provides information that you should know before
investing and should be kept for future reference. A Statement of
Additional Information, dated February 1, 2000, has been filed with
the Securities and Exchange Commission ("SEC").  It is available
without charge upon request.  To obtain a copy of this document, write
to our Customer Service Center at P.O. Box 2700, West Chester,
Pennsylvania 19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov).  The table of contents of the 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 SUBACCOUNTS THROUGH THE GCG TRUST, THE GALAXY VIP FUND,
THE PIMCO TRUST
OR THE WARBURG PINCUS TRUST IS NOT A BANK DEPOSIT AND IS NOT INSURED
OR GUARANTEED BY ANY BANK OR BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE
GCG TRUST, THE GALAXY VIP FUND, THE PIMCO TRUST AND THE WARBURG PINCUS
TRUST.



<PAGE>
<PAGE>

                           TABLE OF CONTENTS

                                                                        PAGE
     Index of Special Terms
     Fees and Expenses
     Performance Information
        Accumulation Unit
        Net Investment Factor
        Condensed Financial Information
        Financial Statements
        Performance Information
     Golden American Life Insurance Company
     The Trusts
     Golden American Separate Account B
     The Investment Portfolios
        Investment Objectives
        Investment Management Fees
     The Fixed Interest Allocation
        Selecting a Guaranteed Interest Period
        Guaranteed Interest Rates
        Transfers from a Fixed Interest Allocation
        Withdrawals from a Fixed Interest Allocation
        Market Value Adjustment
     The Annuity Contract
        Contract Date and Contract Year
        Annuity Start Date
        Contract Owner
        Annuitant
        Beneficiary
        Purchase and Availability of the Contract
        Crediting of Premium Payments
        Additional Credit to Premium
        Contract Value
        Cash Surrender Value
        Surrendering to Receive the Cash Surrender Value
        Addition, Deletion or Substitution of Subaccounts and Other
     Changes
        The Fixed Account
        Optional Riders
          Rider Date
          Special Funds
          No Cancellation
          Termination
          Minimum Guaranteed Accumulation Benefit Rider
          Minimum Guaranteed Income Benefit Rider
          Minimum Guaranteed Withdrawal Benefit Rider
        Other Contracts
        Other Important Provisions
     Withdrawals
        Regular Withdrawals
        Systematic Withdrawals
        IRA Withdrawals

                                   i

<PAGE>
<PAGE>

     Transfers Among Your Investments
        Dollar Cost Averaging
        Automatic Rebalancing
     Death Benefit Choices
        Death Benefit During the Accumulation Phase
          Standard Death Benefit
          Enhanced Death Benefits
        Death Benefit During the Income Phase
     Charges and Fees
        Charge Deduction Subaccount
        Charges Deducted from the Contract Value
          Surrender Charge
          Free Withdrawal Amount
          Surrender Charge for Excess Withdrawals
          Premium Taxes
          Administrative Charge
          Transfer Charge
        Charges Deducted from the Subaccounts
          Mortality and Expense Risk Charge
          Asset-Based Administrative Charge
        Trust Expenses
     The Annuity Options
        Annuitization of Your Contract
        Selecting the Annuity Start Date
        Frequency of Annuity Payments
        The Annuity Options
          Income for a Fixed Period
          Income for Life with a Period Certain
          Joint Life Income
          Annuity Plan
        Payment When Named Person Dies
     Other Contract Provisions
        Reports to Contract Owners
        Suspension of Payments
        In Case of Errors in Your Application
        Assigning the Contract as Collateral
        Contract Changes-Applicable Tax Law
        Free Look
        Group or Sponsored Arrangements
        Selling the Contract
     Other Information
        Voting Rights
        Year 2000 Problem
        State Regulation
        Legal Proceedings
        Legal Matters
        Experts
     Federal Tax Considerations
     More Information About Golden American
     Unaudited Financial Statements of Golden American Life Insurance
     Company
     Financial Statements of Golden American Life Insurance Company
     Statement of Additional Information
        Table of Contents
     Appendix A

                                   ii

<PAGE>
<PAGE>

        Condensed Financial Information                                 A1
     Appendix B
        Market Value Adjustment Examples                                B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example                 C1

                                  iii

<PAGE>
<PAGE>

                        INDEX OF SPECIAL TERMS

The following special terms are used throughout this prospectus.
Refer to the page(s) listed for an explanation of each term:

SPECIAL TERM                          PAGE
Accumulation Unit                       7
Annual Ratchet Enhanced Death Benefit  25
Annuitant                              17
Annuity Start Date                     16
Cash Surrender Value                   20
Max 7 Enhanced Death Benefit          [  ]
Contract Date                          16
Contract Owner                         16
Contract Value                         19
Contract Year                          16
Fixed Interest Allocation              13
Free Withdrawal Amount                 27
Market Value Adjustment                15
Net Investment Factor                   7
7% Solution Enhanced Death Benefit     25
Standard Death Benefit                 25

The following terms as used in this prospectus have the same or
substituted meanings as the corresponding terms currently used in the
Contract:

TERM USED IN THIS PROSPECTUS           CORRESPONDING TERM USED IN THE
                                          CONTRACT
Accumulation Unit Value                Index of Investment Experience
Annuity Start Date                     Annuity Commencement Date
Contract Owner                         Owner or Certificate Owner
Contract Value                         Accumulation Value
Transfer Charge                        Excess Allocation Charge
Fixed Interest Allocation              Fixed Allocation
Free Look Period                       Right to Examine Period
Guaranteed Interest Period             Guarantee Period
Subaccount(s)                          Division(s)
Net Investment Factor                  Experience Factor
Regular Withdrawals                    Conventional Partial
Withdrawals
Withdrawals                            Partial Withdrawals

                                   1

<PAGE>
<PAGE>

                           FEES AND EXPENSES
CONTRACT OWNER TRANSACTION EXPENSES*
   Surrender Charge:

  COMPLETE YEARS ELAPSED    0    1    2    3    4    5    6    7    8    9+
     SINCE PREMIUM PAYMENT
  SURRENDER CHARGE          8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

   Transfer Charge                                          None**
   * If you invested in a Fixed Interest Allocation, a Market Value
     Adjustment may apply to certain transactions.  This may increase
     or decrease your contract value and/or your transfer or surrender
     amount.
   **We may in the future charge $25 per transfer if you make more
     than 12 transfers in a contract year.


ANNUAL CONTRACT ADMINISTRATIVE CHARGE***
Administrative Charge                                       $40
 (We waive this charge if the total of your premium payments is
   $100,000 or more, or if your contract value at the end of a
   contract year is $100,000 or more.)

 ***We deduct this charge on each contract anniversary and on surrender.

SEPARATE ACCOUNT ANNUAL CHARGES****

<TABLE>
                                         STANDARD                 ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET  7% SOLUTION      MAX 7
                                       -------------    --------------  -----------      -----
    <S>                                   <C>                <C>           <C>           <C>
    Mortality & Expense Risk Charge       1.30%              1.45%         1.65%         1.75%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%         0.15%
                                          -----              -----         -----         -----
       Total                              1.45%              1.60%         1.80%         1.90%
</TABLE>

   ****As a percentage of average daily assets in each subaccount.
       The Separate Account Annual Charges are deducted daily.

OPTIONAL RIDER CHARGES*****

  Minimum Guaranteed Accumulation Benefit rider:
       Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year............0.125% of the MGAB Charge Base (1) (0.50% annually)
       20 Year............0.125% of the MGAB Charge Base     (0.50% annually)

  Minimum Guaranteed Income Benefit rider:
       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% ................0.05% of the MGIB Base (2) (0.20% annually)
       3%.................0.08% of the MGIB Base     (0.32% annually)
       5%.................0.10% of the MGIB Base     (0.40% annually)
       6%.................0.15% of the MGIB Base     (0.60% annually)
       7%.................0.125% of the MGIB Base    (0.50% annually)

                                   2

<PAGE>
<PAGE>

  Minimum Guaranteed Withdrawal Benefit rider:
       Quarterly Charge
       --------------
       0.125% of the MGWB Eligible Payment Amount (3) (0.50% annually)

  *****We deduct optional rider charges from the subaccounts in which
      you are invested or each quarterly contract anniversary and pro rata
      on termination of the Contract: if the value in the subaccounts is
      insufficient, the optional rider charges will be deducted from
      the Fixed Interest Allocations nearest maturity.

(1)  The MGAB Charge Base is the total of premiums and credits added
during the 2-year period commencing on the rider date if you purchase
the rider on the contract date, or, your contract value on the rider
date plus premiums and credits added during the 2-year period commencing
on the rider date if you purchased the rider after the contract date,
reduced pro rata for all withdrawals taken while the MGAB rider is in
effect, and reduced pro rata for transfers made during the 3-year
period before the MGAB Benefit Date.

(2)  The MGIB Base generally depends on the amount of premiums you pay
during the first five contract  years after you purchase the rider and
the credit(s) applied, when you pay the premiums, and less a pro rata
deduction for any withdrawal or transfer made while the  MGIB rider is
in effect.

(3)  The MGWB Eligible Payment Amount is (i) the total of premiums and
credits paid during the 2-year period commencing on the rider date if
you purchase the rider on the contract date; or (ii) your contract
value on the rider date plus subsequent premiums and credits received
during the two-year period commencing on the rider date.

THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily
net assets of a portfolio):


                                               OTHER          TOTAL
                                            EXPENSES(2)      EXPENSES
                               MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE
  PORTFOLIO                      FEE(1)    REIMBURSEMENT  REIMBURSEMENT(3)

  Liquid Asset                     0.59%        0.00%        0.59%
  Limited Maturity Bond            0.60%        0.00%        0.60%
  Global Fixed Income              1.60%        0.00%        1.60%(3)
  Total Return                     0.94%        0.03%        0.97%(3)
  Fully Managed                    0.98%        0.00%        0.98%
  Equity Income                    0.98%        0.00%        0.98%
  Investors                        1.00%        0.01%        1.01%
  Large Cap Growth                 1.00%        0.01%        1.01%
  Rising Dividends                 0.98%        0.00%        0.98%
  Capital Growth                   1.08%        0.00%        1.08%
  Growth                           1.08%        0.01%        1.09%
  Value Equity                     0.98%        0.00%        0.98%
  Research                         0.94%        0.00%        0.94%
  Managed Global                   1.25%        0.01%        1.26%
  All Cap                          1.00%        0.01%        1.01%
  Capital Appreciation             0.98%        0.00%        0.98%
  Mid-Cap Growth                   0.94%        0.01%        0.95%
  Strategic Equity                 0.98%        0.01%        0.99%
  Small Cap                        0.98%        0.01%        0.99%
  Real Estate                      0.98%        0.01%        0.99%
  Hard Assets                      0.98%        0.02%        1.00%
  Developing World                 1.75%        0.08%        1.83%

 (1)Fees decline as the total assets of certain combined portfolios
    increase. See the prospectus for The GCG Trust for more
    information.
 (2)Other expenses generally consist of independent trustees fees and
    certain expenses associated with investing in international
    markets.  Other expenses are based on actual expenses for the year
    ended December 31, 1998, except for portfolios that commenced
    operations in 1998 where the charges have been annualized.
 (3)Total expenses are based on actual expenses for the fiscal year
    ended December 31, 1998.  Directed Services, Inc. is currently
    reimbursing expenses to maintain total expenses at 0.97% for the
    Total Return portfolio and 1.60% for the Global Fixed Income
    portfolio as shown. Without this reimbursement, and based on
    actual reimbursements for fiscal year ended December 31, 1998,
    total expenses would have been 0.98% for the Total Return
    portfolio and 1.74% for the Global Fixed Income portfolio.  This
    reimbursement agreement will remain in place through August 14, 2000
    after which it may be terminated at any time.

THE GALAXY VIP FUND ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):

                                                OTHER             TOTAL
                              MANAGEMENT       EXPENSES          EXPENSES
                              FEE AFTER     AFTER EXPENSE     AFTER EXPENSE
  PORTFOLIO                 FEE WAIVER(1)  REIMBURSEMENT(1)  REIMBURSEMENT(1)

  Equity                        0.75%           0.30%             1.05%
  Growth and Income             0.75%           0.75%             1.50%
  Small Company Growth          0.75%           0.85%             1.60%
  Asset Allocation              0.75%           0.32%             1.07%
  High Quality Bond             0.40%           0.50%             0.90%

                                   3

<PAGE>
<PAGE>

 (1)For the Equity, Asset Allocation and High Quality Bond portfolios,
    total expenses are based on actual expenses for the fiscal year ended
    December 31, 1998.  For the Growth and Income and Small Company Growth
    portfolios, total expenses are based on estimates for the current
    year. Fleet Investment Advisors Inc. and/or the administrator have
    agreed to waive certain fees and/or reimburse fund expenses of 0.35%,
    6.09% and 0.20% for the Growth and Income, Small Company Growth, and
    High Quality Bond portfolios, respectively, for the current year.
    Without this agreement, and based on actual waivers and reimbursements
    for the fiscal year ended December 31, 1998, total expenses would have
    been 1.05%, 2.58%, 12.86%, 1.07% and 1.10% for the Equity, Growth and
    Income, Small Company Growth, Asset Allocation and High Quality Bond
    portfolios, respectively.


THE PIMCO TRUST ANNUAL EXPENSES (as a percentage of the average daily
net assets of the portfolio):

                                               OTHER          TOTAL
                                              EXPENSES       EXPENSES
                               MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE
  PORTFOLIO                       FEE      REIMBURSEMENT  REIMBURSEMENT(1)

  PIMCO High Yield Bond          0.50%        0.25%(2)        0.75%
  PIMCO StocksPLUS Growth
     and Income                  0.40%        0.25%           0.65%

 (1)PIMCO has agreed to waive some or all of its other expenses,
    subject to potential future reimbursement, to the extent that
    total expenses for the PIMCO High Yield Bond Portfolio and PIMCO
    StocksPLUS Growth and Income portfolio would exceed 0.75% and
    0.65%, respectively, due to payment by the portfolios of their pro
    rata portion of Trustees' fees.  Without this agreement and, based
    on current estimates, total expenses would be 0.81% for the PIMCO
    High Yield Bond portfolio and 0.72% for the PIMCO StocksPLUS
    Growth and Income portfolio.
 (2)Since the PIMCO High Yield Bond portfolio commenced operations on
    April 30, 1998, other expenses as shown have been annualized for
    the year ended December 31, 1998.

THE WARBURG PINCUS TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of the portfolio):




                                ADVISORY       OTHER        TOTAL
  PORTFOLIO                       FEE         EXPENSES   EXPENSES(1)

  International Equity           1.00%         0.33%        1.33%

 (1)Total expenses are based on actual expenses for the fiscal year
    ended December 31, 1998.

The purpose of the foregoing tables is to help you understand the
various costs and expenses that you will bear directly and indirectly.
See the prospectuses of the GCG Trust, the Galaxy VIP Fund, the PIMCO
Trust and the Warburg Pincus Trust for additional information on
portfolio expenses.

Premium taxes (which currently range from 0% to 3.5% of premium
payments) may apply, but are not reflected in the tables above or in
the examples below.

                                   4

<PAGE>
<PAGE>

EXAMPLES:
The following four examples are designed to show you the expenses you
would pay on a $1,000 investment, plus a credit of $40, that earns 5%
annually.  Each example assumes election of the Max 7 Enhanced
Death Benefit.  The examples reflect the deduction of a mortality and
expense risk charge, an asset-based administrative charge, and the
annual contract administrative charge as an annual charge of 0.05% of assets
(based on an average contract value of $80,000).  In addition, Examples
1 and 2 assume you elected an optional benefit rider with the highest
charge 0.75% annually where the rider base is equal to the initial premium
and increases by 7%, except for the Liquid Asset and Limited Maturity
Bond portfolios where the charge is 0.50% annually) and assume the rider
charge is assessed each quarter on a base equal to the hypothetical
$1,000 premium increasing at 7% per year (the assumed net rate for the
Liquid Asset and Limited Maturity Bond portfolios).  The annual charge
of 0.75% results from the assumption of a 7% annual increase in the rider
base but only a 5% earnings increase in the contract value before expenses.
Thus, 0.75% represents an annual charge over a 10-year period which is
equivalent to an increasing charge of 0.125% per quarter over the same
period.  If the Standard Death Benefit, the Annual Ratchet Enhanced Death
Benefit or 7% Solution Enhanced Death Benefit is elected instead of the
Max 7 Enhanced Death Benefit used in the examples, the actual expenses
will be less than those represented in the examples.   Note that surrender
charges may apply if you choose to  annuitize your Contract within the
first 5 contract years, and under certain circumstances, within the first
9 contract years.  Thus, in the event you annuitize your Contract under
circumstances which require a surrender charge, you should refer to Examples
1 and 3 below which assume applicable surrender charges.

Example 1:
If you surrender your Contract at the end of the applicable time
period and elected an optional benefit rider with the highest charge,
you would pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $115        $188        $253        $383
    Limited Maturity Bond       $115        $188        $253        $384
    Global Fixed Income         $129        $228        $318        $499
    Total Return                $123        $210        $288        $446
    Fully Managed               $123        $210        $289        $447
    Equity Income               $123        $210        $289        $447
    Investors                   $123        $211        $290        $450
    Large Cap Value             $123        $211        $290        $450
    Rising Dividends            $123        $210        $289        $447
    Capital Growth              $124        $213        $293        $456
    Growth                      $124        $213        $294        $456
    Value Equity                $123        $210        $289        $447
    Research                    $123        $209        $287        $443
    Managed Global              $126        $218        $302        $471
    All Cap                     $123        $211        $290        $450
    Capital Appreciation        $123        $210        $289        $447
    Mid-Cap Growth              $123        $209        $287        $444
    Strategic Equity            $123        $210        $289        $448
    Small Cap                   $123        $210        $289        $448
    Real Estate                 $123        $210        $289        $448
    Hard Assets                 $123        $211        $289        $449
    Developing World            $132        $235        $328        $517

    THE GALAXY VIP FUND
    Asset Allocation            $124        $213        $293        $455
    Equity                      $124        $212        $292        $453
    Growth and Income           $128        $225        $313        $491
    High Quality Bond           $122        $208        $285        $440
    Small Company Growth        $129        $228        $318        $499

    THE PIMCO TRUST
    PIMCO High Yield Bond       $121        $203        $277        $427
    PIMCO StocksPLUS
      Growth and Income         $120        $200        $273        $418

    THE WARBURG PINCUS TRUST
    International Equity        $127        $220        $305        $477

                                   5

<PAGE>
<PAGE>

Example 2:
If you do NOT surrender your Contract at the end of the applicable time
Period and elected an optional benefit rider with the highest charge,
you would pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $35        $108        $183        $383
    Limited Maturity Bond        $35        $108        $183        $384
    Global Fixed Income          $49        $148        $248        $499
    Total Return                 $43        $130        $218        $446
    Fully Managed                $43        $130        $219        $447
    Equity Income                $43        $130        $219        $447
    Investors                    $43        $131        $220        $450
    Large Cap Value              $43        $131        $220        $450
    Rising Dividends             $43        $130        $219        $447
    Capital Growth               $44        $133        $223        $456
    Growth                       $44        $133        $224        $456
    Value Equity                 $43        $130        $219        $447
    Research                     $43        $129        $217        $443
    Managed Global               $46        $138        $232        $471
    All Cap                      $43        $131        $220        $450
    Capital Appreciation         $43        $130        $219        $447
    Mid-Cap Growth               $43        $129        $217        $444
    Strategic Equity             $43        $130        $219        $448
    Small Cap                    $43        $130        $219        $448
    Real Estate                  $43        $130        $219        $448
    Hard Assets                  $43        $131        $219        $449
    Developing World             $52        $155        $258        $517

    THE GALAXY VIP FUND
    Asset Allocation             $44        $133        $223        $455
    Equity                       $44        $132        $222        $453
    Growth and Income            $48        $145        $243        $491
    High Quality Bond            $42        $128        $215        $440
    Small Company Growth         $49        $148        $248        $499

    THE PIMCO TRUST
    PIMCO High Yield Bond        $41        $123        $207        $427
    PIMCO StocksPLUS
      Growth and Income          $40        $120        $203        $418

    THE WARBURG PINCUS TRUST
    International Equity         $47        $140        $235        $477

                                  6

<PAGE>
<PAGE>

Example 3:
If you surrender your Contract at the end of the applicable time
period and did not elect any optional benefit rider, you would pay the
following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $107        $162        $210        $299
    Limited Maturity Bond       $107        $163        $211        $300
    Global Fixed Income         $117        $193        $261        $397
    Total Return                $111        $174        $230        $337
    Fully Managed               $111        $174        $230        $338
    Equity Income               $111        $174        $230        $338
    Investors                   $111        $175        $232        $341
    Large Cap Value             $111        $175        $232        $341
    Rising Dividends            $111        $174        $230        $338
    Capital Growth              $112        $177        $236        $348
    Growth                      $112        $178        $236        $349
    Value Equity                $111        $174        $230        $338
    Research                    $110        $173        $228        $334
    Managed Global              $114        $183        $245        $365
    All Cap                     $111        $175        $232        $341
    Capital Appreciation        $111        $174        $230        $338
    Mid-Cap Growth              $110        $173        $229        $335
    Strategic Equity            $111        $175        $231        $339
    Small Cap                   $111        $175        $231        $339
    Real Estate                 $111        $175        $231        $339
    Hard Assets                 $111        $175        $231        $340
    Developing World            $120        $200        $273        $418

    THE GALAXY VIP FUND
    Asset Allocation            $112        $177        $235        $347
    Equity                      $112        $176        $234        $345
    Growth and Income           $116        $190        $256        $388
    High Quality Bond           $110        $172        $226        $330
    Small Company Growth        $117        $193        $261        $397

    THE PIMCO TRUST
    PIMCO High Yield Bond       $108        $167        $219        $315
    PIMCO StocksPLUS
      Growth and Income         $107        $164        $214        $305

    THE WARBURG PINCUS TRUST
    International Equity        $114        $185        $248        $372

                                  7

<PAGE>
<PAGE>

Example 4:
If you do NOT surrender your Contract at the end of the applicable
time period and did not elect any optional benefit rider, you would
pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR          3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $27             $82        $140        $299
    Limited Maturity Bond        $27             $83        $141        $300
    Global Fixed Income          $37            $113        $191        $397
    Total Return                 $31             $94        $160        $337
    Fully Managed                $31             $94        $160        $338
    Equity Income                $31             $94        $160        $338
    Investors                    $31             $95        $162        $341
    Large Cap Value              $31             $95        $162        $341
    Rising Dividends             $31             $94        $160        $338
    Capital Growth               $32             $97        $166        $348
    Growth                       $32             $98        $166        $349
    Value Equity                 $31             $94        $160        $338
    Research                     $30             $93        $158        $334
    Managed Global               $34            $103        $175        $365
    All Cap                      $31             $95        $162        $341
    Capital Appreciation         $31             $94        $160        $338
    Mid-Cap Growth               $30             $93        $159        $335
    Strategic Equity             $31             $95        $161        $339
    Small Cap                    $31             $95        $161        $339
    Real Estate                  $31             $95        $161        $339
    Hard Assets                  $31             $95        $161        $340
    Developing World             $40            $120        $203        $418

    THE GALAXY VIP FUND
    Asset Allocation             $32             $97        $165        $347
    Equity                       $32             $96        $164        $345
    Growth and Income            $36            $110        $186        $388
    High Quality Bond            $30             $92        $156        $330
    Small Company Growth         $37            $113        $191        $397

    THE PIMCO TRUST
    PIMCO High Yield Bond        $28             $87        $149        $315
    PIMCO StocksPLUS
      Growth and Income          $27             $84        $144        $305

    THE WARBURG PINCUS TRUST
    International Equity         $34            $105        $178        $372

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN
SUBJECT TO THE TERMS OF YOUR CONTRACT.

                                   8

<PAGE>
<PAGE>

                        PERFORMANCE INFORMATION

ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract.  Each
subaccount of Separate Account B has its own accumulation unit value.
The accumulation units are valued each business day that the New York
Stock Exchange is open for trading.  Their values may increase or
decrease from day to day according to a Net Investment Factor, which
is primarily based on the investment performance of the applicable
investment portfolio.  Shares in the investment portfolios are valued
at their net asset value.

THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects certain
charges under the Contract and the investment performance of the
subaccount.  The Net Investment Factor is calculated for each
subaccount as follows:

     (1)We take the net asset value of the subaccount at the end of
        each business day.
     (2)We add to (1) the amount of any dividend or capital gains
        distribution declared for the subaccount and reinvested in
        such subaccount.  We subtract from that amount a charge for
        our taxes, if any.
     (3)We divide (2) by the net asset value of the subaccount at the
        end of the preceding business day.
     (4)We then subtract the applicable daily mortality and expense risk
        charge and the daily asset-based administrative charge from
        the subaccount.

Calculations for the subaccounts are made on a per share basis.

CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each
subaccount of Golden American Separate Account B offered in this
prospectus and (ii) the total investment value history of each such
subaccount are presented in Appendix A -- Condensed Financial
Information.

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the years
ended December 31, 1998 and 1997 are included in the Statement of
Additional Information. The unaudited condensed consolidated financial
statements of Golden American for the nine months ended September 30,
1999 and the audited consolidated financial statements of Golden
American for the years ended December 31, 1998, 1997 and 1996 are
included in this prospectus.

PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract
owners performance information for the subaccounts of Separate Account
B, including the average annual total return performance, yields and
other nonstandard measures of performance.  Such performance data will
be computed, or accompanied by performance data computed, in
accordance with standards defined by the SEC.

Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period.  Information on
standard total average annual return performance will include average
annual rates of total return for 1, 5 and 10 year periods, or lesser
periods depending on how long Separate Account B has been investing
in the portfolios.  We may

                                   9

<PAGE>
<PAGE>

show other total returns for periods less
than one year.  Total return figures will be based on the actual
historic performance of the subaccounts of Separate Account B,
assuming an investment at the beginning of the period when the separate
account first invested in the portfolios, withdrawal of the investment
at the end of the period adjusted to reflect the deduction of all
applicable portfolio and current contract charges.  We may also show
rates of total return on amounts invested at the beginning of the period
with no withdrawal at the end of the period.  Total return figures which
assume no withdrawals at the end of the period will reflect all
recurring charges, but will not reflect the surrender charge.
Quotations of average annual return for the Managed Global subaccount
take into account the period before September 3, 1996, during which it
was maintained as a subaccount of Golden American Separate Account D.
In addition, we may present historic performance data for the
investment portfolios since their inception reduced by some or all of
the fees and charges under the Contract.  Such adjusted historic
performance includes data that precedes the inception dates of the
subaccounts of Separate Account B.  This data is designed to show the
performance that would have resulted if the Contract had been in
existence before the separate account began investing in the
portfolios.

Current yield for the Liquid Asset subaccount is based on income
received by a hypothetical investment over a given 7-day period, less
expenses accrued, and then "annualized" (i.e., assuming that the 7-day
yield would be received for 52 weeks). We calculate "effective yield"
for the Liquid Asset subaccount in a manner similar to that used to
calculate yield, but when annualized, the income earned by the
investment is assumed to be reinvested.  The "effective yield" will
thus be slightly higher than the "yield" because of the compounding
effect of earnings.  We calculate quotations of yield for the
remaining subaccounts on all investment income per accumulation unit
earned during a given 30-day period, after subtracting fees and
expenses accrued during the period, assuming no surrender and the
selection of the Max 7 Enhanced Death Benefit and the MGIB
optional benefit rider.

We may compare performance information for a subaccount to: (i) the
Standard & Poor's 500 Stock Index, Dow Jones Industrial Average,
Donoghue Money Market Institutional Averages, or any other applicable
market indices, (ii) other variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services (a widely
used independent research firm which ranks mutual funds and other
investment companies) or any other rating service, and (iii) the
Consumer Price Index (a measure for inflation) to determine the real
rate of return of an investment in the Contract.  Our reports and
promotional literature may also contain other information, including
the ranking of any subaccount based on rankings of variable annuity
separate accounts or other investment products tracked by Lipper
Analytical Services or by similar rating services.

Performance information reflects only the performance of a
hypothetical contract and should be considered in light of other
factors, including the investment objective of the investment
portfolio and market conditions.  Please keep in mind that past
performance is not a guarantee of future results.


                GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a Delaware stock life
insurance company originally incorporated in Minnesota on January 2,
1973.  Golden American is a wholly owned subsidiary of Equitable of
Iowa Companies, Inc. ("Equitable of Iowa").  Equitable of Iowa is a
wholly owned subsidiary of ING Groep N.V. ("ING"), a global financial
services holding company.  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

                                   10

<PAGE>
<PAGE>

authorized to sell annuities in New York and Delaware.
Golden American's consolidated financial statements appear in this
prospectus.

Equitable of Iowa is the holding company for Golden American, Directed
Services, Inc., the investment manager of The GCG Trust and the
distributor of the Contracts and other interests. Equitable of Iowa
and another ING affiliate own ING Investment Management, LLC, a portfolio
manager of the GCG Trust.  ING also owns Baring
International Investment Limited, another portfolio manager of The GCG
Trust.

Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.

                              THE TRUSTS

The GCG Trust is a mutual fund whose shares are offered to separate
accounts funding variable annuity and variable life insurance policies
offered by Golden American and other affiliated insurance companies.
The GCG Trust may also sell its shares to separate accounts of
insurance companies not affiliated with Golden American.  Pending SEC
approval, shares of The GCG Trust may also be sold to certain
qualified pension and retirement plans.  The address of The GCG Trust
is 1475 Dunwoody Drive, West Chester, PA 19380.

The Galaxy VIP Fund is a mutual fund whose shares are offered to
separate accounts of various life insurance companies for variable
annuity contracts, including certain variable contracts of Golden
American and its affiliates.  The principal address of The Galaxy VIP
Fund is 4400 Computer Drive, Westborough, MA 01581.

The PIMCO Trust is a mutual fund whose shares are available to
separate accounts of insurance companies, including Golden American,
for both variable annuity contracts and variable life insurance
policies and to qualified pension and retirement plans.  The address
of the PIMCO Trust is 840 Newport Center Drive, Suite 300, Newport
Beach, CA 92660.

The Warburg Pincus Trust is a mutual fund whose shares are available
to separate accounts of life insurance companies, including Golden
American and Equitable Life Insurance Company of Iowa, and to certain
qualified and retirement plans.  The principal address of the Warburg
Pincus Trust is 153 East 53rd Street, New York, NY 10022.

In the event that, due to differences in tax treatment or other
considerations, the interests of contract owners of various contracts
participating in the Trusts conflict, we, the Boards of Trustees of
The GCG Trust, The Galaxy VIP Fund, the PIMCO Trust and the Warburg
Pincus Trust, Directed Services, Inc., Fleet Investment Advisors Inc.,
Pacific Investment Management Company, Credit Suisse Asset Management,
LLC and any other insurance companies participating in the Trusts will
monitor events to identify and resolve any material conflicts that may
arise.

YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, THE GALAXY VIP
FUND, THE PIMCO TRUST AND THE WARBURG PINCUS TRUST IN THE ACCOMPANYING
PROSPECTUS FOR EACH TRUST.  YOU SHOULD READ THEM CAREFULLY BEFORE
INVESTING.

                                   11

<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 SEC as a unit investment trust under the Investment Company
Act of 1940.  Account B is a separate investment account used for our
variable annuity contracts.  We own all the assets in Account B but
such assets are kept separate from our other accounts.

Account B is divided into subaccounts.  Each subaccount invests
exclusively in shares of one investment portfolio of The GCG Trust,
The Galaxy VIP Fund, the PIMCO Trust or the Warburg Pincus Trust.
Each investment portfolio has its own distinct investment objectives
and policies.  Income, gains and losses, realized or unrealized, of a
portfolio are credited to or charged against the corresponding
subaccount of Account B without regard to any other income, gains or
losses of Golden American.  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 Golden American.
They may, however, be subject to liabilities arising from subaccounts
whose assets we attribute to other variable annuity contracts
supported by Account B.  If the assets in Account B exceed the
required reserves and other liabilities, we may transfer the excess to
our general account.  We are obligated to pay all benefits and make
all payments provided under the Contracts.

We currently offer other variable annuity contracts that invest in
Account B but are not discussed in this prospectus.  Account B may
also invest in other investment portfolios which are not available
under your Contract.


                       THE INVESTMENT PORTFOLIOS

During the accumulation phase, you may allocate your premium payments
and contract value to any of the investment portfolios listed in the
section below.  YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU
ALLOCATE TO THE INVESTMENT PORTFOLIOS, AND YOU MAY LOSE YOUR
PRINCIPAL.

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth
below.  You should understand that there is no guarantee that any
portfolio will meet its investment objectives.  Meeting objectives
depends on various factors, including, in certain cases, how well the
portfolio managers anticipate changing economic and market conditions.
YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE INVESTMENT PORTFOLIOS
IN THE PROSPECTUSES FOR THE GCG TRUST, THE GALAXY VIP FUND, THE PIMCO
TRUST AND THE WARBURG PINCUS TRUST.  YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.


INVESTMENT                       INVESTMENT OBJECTIVE
PORTFOLIO
   THE GCG TRUST
   Liquid Asset     Seeks high level of current income consistent with
                    the preservation of capital and liquidity.
                    Invests primarily in obligations of the U.S.
                    Government and its agencies and
                    instrumentalities, bank obligations, commercial
                    paper and short-term corporate debt securities.
                    All securities will mature in less than one
                    year.
                    ----------------------------------------------------

                                   12

<PAGE>
<PAGE>

   Limited Maturity Seeks highest current income consistent with
     Bond           low risk to principal and liquidity.   Also
                    seeks to enhance its total return through capital
                    appreciation when market factors, such as
                    falling interest rates and rising bond prices,
                    indicate that capital appreciation may be
                    available without significant risk to
                    principal.
                    Invests primarily in diversified limited maturity
                    debt securities with average maturity dates
                    of five years or shorter and in no cases more
                    than seven years.
                    ----------------------------------------------------

   Global Fixed     Seeks high total return.
     Income         Invests primarily in high-grade fixed income
                    securities, both foreign and domestic.
                    ----------------------------------------------------

   Total Return     Seeks above-average income (compared to a
                    portfolio entirely invested in equity securities)
                    consistent with the prudent employment of
                    capital.
                    Invests primarily in a combination of equity
                    and fixed income securities.
                    ----------------------------------------------------

   Fully Managed    Seeks, over the long term, a high total investment
                    return consistent with the preservation of
                    capital and with prudent investment risk.
                    Invests primarily in the common stocks of
                    established companies believed by the portfolio
                    manager to have above-average potential for
                    capital growth.
                    ----------------------------------------------------

   Equity Income    Seeks substantial dividend income as well as long-
                    term growth of capital.
                    Invests primarily in common stocks of well-
                    established companies paying above-average
                    dividends.
                    ----------------------------------------------------

   Investors        Seeks long-term growth of capital.  Current income
                    is a secondary objective. Invests primarily in
                    equity securities of U.S. companies and to a lesser
                    degree debt securities.
                    ----------------------------------------------------

   Large Cap Value  Seeks long-term growth of capital and income.
                    Invests primarily in equity and equity-related
                    securities of companies with market capitalization
                    greater than $1 billion.
                    ----------------------------------------------------

   Rising Dividends Seeks capital appreciation.  A secondary
                    objective is dividend income.
                    Invests in equity securities that meet the
                    following quality criteria: regular dividend
                    increases; 35% of earnings reinvested annually;
                    and a credit rating of "A" to "AAA".
                    ----------------------------------------------------

   Capital Growth   Seeks long-term total return.
                    Invests primarily in common stocks of companies
                    where the potential for change (earnings
                    acceleration) is significant.
                    ----------------------------------------------------

   Growth           Seeks capital appreciation.
                    Invests primarily in common stocks of growth
                    companies that have favorable relationships
                    between price/earnings ratios and growth rates
                    in sectors offering the potential for above-
                    average returns.
                    ----------------------------------------------------

   Value Equity     Seeks capital appreciation.  Dividend income is
                    a secondary objective.
                    Invests primarily in common stocks of domestic
                    and foreign issuers which meet quantitative
                    standards relating to financial soundness and
                    high intrinsic value relative to price.
                    ----------------------------------------------------

   Research         Seeks long-term growth of capital and future income.
                    Invests primarily in common stocks or
                    securities convertible into common stocks of
                    companies believed to have better than average
                    prospects for long-term growth.
                    ----------------------------------------------------

   Managed Global   Seeks capital appreciation.  Current income is only
                    an incidental consideration.
                    Invests primarily in common stocks traded in
                    securities markets throughout the world.
                    ----------------------------------------------------

   All Cap          Seeks capital appreciation through investment in
                    securities which the portfolio manager believes
                    have above-average capital appreciation
                    potential.
                    Invests primarily in equity securities of U.S.
                    companies of any size.
                    ----------------------------------------------------

   Capital          Seeks long-term capital growth.
     Appreciation   Invests primarily in equity securities believed
                    by the portfolio manager to be undervalued.
                    ----------------------------------------------------

   Mid-Cap Growth   Seeks long-term growth of capital.
                    Invests primarily in equity securities of
                    companies with medium market capitalization
                    which the portfolio manager believes have above-
                    average growth potential.
                    ----------------------------------------------------

   Strategic Equity Seeks capital appreciation.
                    Invests primarily in common stocks of medium-
                    and small-sized companies.
                    ----------------------------------------------------

                                   13

<PAGE>
<PAGE>



   Small Cap        Seeks long-term capital appreciation.
                    Invests primarily in equity securities of
                    companies that have a total market
                    capitalization within the range of companies in
                    the Russell 2000 Growth Index or the Standard &
                    Poor's Small-Cap 600 Index.
                    ----------------------------------------------------

   Real Estate      Seeks capital appreciation.  Current income is a
                    secondary objective.
                    Invests primarily in publicly-traded real
                    estate equity securities.
                    ----------------------------------------------------

   Hard Assets      Seeks long-term capital appreciation.
                    Invests primarily in hard asset securities.
                    Hard asset companies produce a commodity which
                    the portfolio manager is able to price on a
                    daily or weekly  basis.
                    ----------------------------------------------------

   Developing       Seeks capital appreciation.
    World           Invests primarily in equity securities of
                    companies in developing or emerging countries.
                    ----------------------------------------------------

   THE GALAXY VIP FUND
   Equity           Seeks long-term growth by investing in companies
                    that the portfolio manager believes have above-
                    average earnings potential.
                    Invests at least 75% of its total assets in
                    common stocks and securities convertible into
                    common stocks issued by U.S. companies.
                    ----------------------------------------------------

   Growth and       Seeks to provide a relatively high total return
     Income         through long-term capital appreciation and
                    current income.
                    Invests at least 65% of its total assets in the
                    common stocks of U.S. companies with large
                    market capitalizations (generally over $2
                    billion) that have prospects for above-average
                    growth and dividends.
                    ----------------------------------------------------

   Small Company    Seeks capital appreciation.
     Growth         Invests normally at least 65% of its total
                    assets in the equity securities, primarily
                    common stocks, of small companies that have
                    market capitalizations of $1.5 billion or less.
                    The portfolio invests primarily in the common
                    stock of U.S. companies, but may invest up to
                    20% of its total assets in foreign equity
                    securities.
                    ----------------------------------------------------

   Asset            Seeks a high total return by providing both a
     Allocation     current level of income that is greater than
                    that provided by the popular stock market
                    averages, as well as long-term growth in the
                    value of the portfolio's assets.
                    Invests in a mix of stocks and bonds that the
                    portfolio manager believes will produce both
                    income and long-term capital growth.  This mix
                    will change from time to time as a result of
                    economic and market conditions.  However, the
                    portfolio keeps at least 25% of its total
                    assets in fixed income investments, including
                    debt securities and preferred stocks, at all
                    times.
                    ----------------------------------------------------

   High Quality     Seeks a high level of current income consistent
     Bond           with prudent risk of capital.
                    Invests primarily in obligations issued or
                    guaranteed by the U.S. Government, its agencies and
                    instrumentalities, as well as in corporate debt
                    obligations such as notes and bonds.  The
                    portfolio also invests in asset-backed and
                    mortgage-backed securities and in money market
                    instruments, such as commercial paper and bank
                    obligations.  Normally, at least 65% of the
                    portfolio's total assets will be invested in
                    high quality debt obligations that have one of
                    the top two ratings assigned by Standard &
                    Poor's Ratings Group or Moody's Investors
                    Services, Inc. or are unrated securities
                    determined by the portfolio manager to be of
                    comparable quality.
                    ----------------------------------------------------

                                   14

<PAGE>
<PAGE>

   THE PIMCO TRUST
   PIMCO High       Seeks to maximize total return,  consistent
     Yield Bond     with preservation of capital and prudent
                    investment management.
                    Invests in at least 65% of its assets in a
                    diversified portfolio of junk bonds rated at least
                    B by Moody's Investor Services, Inc. or
                    Standard & Poor's or, if unrated, determined by
                    the portfolio manager to be of comparable
                    quality.
                    ----------------------------------------------------

   PIMCO            Seeks to achieve a total return which exceeds
   StocksPLUS       the total return performance of the Growth and
    Growth and      Income S&P 500.
     Income         Invests primarily in common stocks, options,
                    futures, options on futures and swaps.
                    ----------------------------------------------------

   THE WARBURG PINCUS TRUST
   International    Seeks long-term appreciation.
     Equity         Invests primarily in a broadly diversified
                    portfolio of equity securities of companies
                    that have their principal business activities
                    outside of the United States.
                    ----------------------------------------------------


INVESTMENT MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of The GCG Trust.
The GCG Trust pays Directed Services a monthly fee for its investment
advisory as well as administrative services.  The monthly fee is based
on the average daily net assets of an investment portfolio, and in
some cases, the combined total assets of certain grouped portfolios.
Directed Services provides or procures, at its own expense, the
services necessary for the operation of the portfolios.  Directed
Services (and not The GCG Trust) pays each portfolio manager a monthly
fee for managing the assets of a portfolio.  For a list of the
portfolio managers, see the front cover of this prospectus.  Directed
Services does not bear the expense of brokerage fees and other
transactional expenses for securities, taxes (if any) paid by a
portfolio, interest on borrowing, fees and expenses of the independent
trustees, and extraordinary expenses, such as litigation or
indemnification expenses.

Fleet Investment Advisors Inc. serves as the investment advisor of
The Galaxy VIP Fund. The Galaxy VIP Fund pays Fleet Investment Advisors
a monthly advisory fee based on the average daily net assets of each
investment portfolio.  Each portfolio pays its own administrative
costs. Except for agreements to reimburse certain expenses of some
portfolios, Fleet Investment Advisors does not bear any portfolio
expenses.

Pacific Investment Management Company ("PIMCO") serves as the investment
advisor of the PIMCO Trust.  The PIMCO Trust pays PIMCO a monthly
advisory fee for its investment advisory services and a monthly
administrative fee of 0.25% based on the average daily net assets of
each of the investment portfolios for managing the assets of the
portfolios and for administering the PIMCO Trust.

Credit Suisse Asset Management, LLC serves as the investment advisor
of the Warburg Pincus Trust.  The Warburg Trust pays Credit Suisse
Asset Management a monthly advisory fee based on the average daily net
assets of the investment portfolio and also procures the services
necessary for the operation of its portfolios. The Warburg Trust pays
monthly administrative fees to two co-administrators for
administrative services, one of which is an affiliate of Credit Suisse
Asset Management.  The monthly administrative fee is based on the
portfolio's average daily net assets. Credit Suisse Asset Management
does not bear any portfolio expenses.

                                   15

<PAGE>
<PAGE>

YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING
ITS MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST.  YOU SHOULD READ
THESE PROSPECTUSES BEFORE INVESTING.


                     THE FIXED INTEREST ALLOCATION
You may allocate premium payments and transfer your contract value to
the guaranteed interest periods of our Fixed Account at any time
during the accumulation period.  Every time you allocate money to the
Fixed Account, we set up a Fixed Interest Allocation for the
guaranteed interest period you select.  We currently offer guaranteed
interest periods of 6 months, 1, 3, 5, 7 and 10 years, although we may
not offer all these periods in the future. You may select one or more
guaranteed interest periods at any one time.  We will credit your
Fixed Interest Allocation with a guaranteed interest rate for the
interest period you select, so long as you do not withdraw money from
that Fixed Interest Allocation before the end of the guaranteed
interest period.  Each guaranteed interest period ends on its maturity
date which is the last day of the month in which the interest period
is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a
Fixed Interest Allocation more than 30 days before the end of the
applicable guaranteed interest period, we will apply a Market Value
Adjustment to the transaction.  A Market Value Adjustment could
increase or decrease the amount you surrender, withdraw, transfer or
annuitize, depending on current interest rates at the time of the
transaction.  YOU BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN YOUR
PRINCIPAL IF WE APPLY A MARKET VALUE ADJUSTMENT.

Assets supporting amounts allocated to the Fixed Account are available
to fund the claims of all classes of our 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
may offer DCA Fixed Interest Allocations, which are 6-month and 1-year
Fixed Interest Allocations available exclusively in connection with
our dollar cost averaging program.  For more information on DCA Fixed
Interest Allocations, see "Transfers Among Your Investments - Dollar
Cost Averaging."

Your contract value in the Fixed Account is the sum of your Fixed
Interest Allocations and the interest credited as adjusted for any
withdrawals (including any Market Value Adjustment applied to such
withdrawal), transfers or other charges we may impose.  Your Fixed
Interest Allocation will be credited with the guaranteed interest
rate in effect for the guaranteed interest period you selected when
we receive and accept your premium or reallocation of contract value.
We will credit interest daily at a rate which yields the quoted
guaranteed interest rate.

                                   16

<PAGE>
<PAGE>

GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is
guaranteed as long as you do not take your money out until its
maturity date.  We do not have a specific formula for establishing the
guaranteed interest rates for the different guaranteed interest
periods.  We determine guaranteed interest rates at our sole
discretion.  To find out the current guaranteed interest rate for a
guaranteed interest period you are interested in, please contact our
Customer Service Center or your registered representative.  The
determination may be influenced by the interest rates on fixed income
investments in which we may invest with the amounts we receive under
the Contracts.  We will invest these amounts primarily in investment-
grade fixed income securities (i.e., rated by Standard & Poor's rating
system to be suitable for prudent investors) although we are not
obligated to invest according to any particular strategy, except as
may be required by applicable law.  You will have no direct or
indirect interest in these investments.  We will also consider other
factors in determining the guaranteed interest rates, including
regulatory and tax requirements, sales commissions and administrative
expenses borne by us, general economic trends and competitive factors.
We cannot predict the level of future interest rates but no Fixed
Interest Allocation will ever have a guaranteed interest rate of less
than 3% per year.

We may from time to time at our discretion offer interest rate
specials for new premiums that are higher than the current base
interest rate then offered.  Renewal rates for such rate specials will
be based on the base interest rate and not on the special rates
initially declared.

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to
one or more new Fixed Interest Allocations with new guaranteed
interest periods, or to any of the subaccounts of Account B.  We will
transfer amounts from your Fixed Interest Allocations starting with
the guaranteed interest period nearest its maturity date until we
have honored your transfer request.

The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $100.  If a transfer request would reduce the contract
value remaining in a Fixed Interest Allocation to less than $100, we
will treat such transfer request as a request to transfer the entire
contract value in such Fixed Interest Allocation.  Transfers from a
Fixed Interest Allocation may be subject to a Market Value Adjustment.
If you have a special Fixed Interest Allocation that was offered
exclusively with our dollar cost averaging program, cancelling dollar
cost averaging will cause a transfer of the entire contract value in
such Fixed Interest Allocation to the Liquid Asset subaccount, and
such a transfer will be subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may transfer
amounts from the applicable Fixed Interest Allocation to the
subaccounts and/or to new Fixed Interest Allocations with guaranteed
interest periods of any length we are offering at that time.  You may
not, however, transfer amounts to any Fixed Interest Allocation with a
guaranteed interest period that extends beyond the annuity start date.

At least 30 calendar days before a maturity date of any of your Fixed
Interest Allocations, or earlier if required by state law, we will
send you a notice of the guaranteed interest periods that are
available.  You must notify us which subaccounts or new guaranteed
interest periods you have selected before the maturity date of your
Fixed Interest Allocations.  If we do not receive timely instructions
from you, we will transfer the contract value in the maturing Fixed
Interest Allocation to a new Fixed Interest

                                   17

<PAGE>
<PAGE>

Allocation with a
guaranteed interest period that is the same as the expiring guaranteed
interest period.  If such guaranteed interest period is not available
or would go beyond the annuity start date, we will transfer your
contract value in the maturing Fixed Interest Allocation to the next
shortest guaranteed interest period which does not go beyond the
annuity start date.  If no such guaranteed interest period is
available, we will transfer the contract value to a subaccount
specially designated by the Company for such purpose.   We currently
use the Liquid Asset subaccount for such purpose.

Please be aware that the benefit we pay under certain optional benefit
riders will be adjusted by any transfers you make to and from the Fixed
Interest Allocations during specified periods while the rider is in
effect.  See "Optional Riders."

WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your
contract value in any Fixed Interest Allocation.  You may make
systematic withdrawals of only the interest earned during the prior
month, quarter or year, depending on the frequency chosen, from a
Fixed Interest Allocation under our systematic withdrawal option.
Systematic withdrawals from a Fixed Interest Allocation are not
permitted if such Fixed Interest Allocation is currently participating
in the dollar cost averaging program.  A withdrawal from a Fixed
Interest Allocation may be subject to a Market Value Adjustment and,
in some cases, a surrender charge.  Be aware that withdrawals may have
federal income tax consequences, including a 10% penalty tax, as well
as state income tax consequences.

If you tell us the Fixed Interest Allocation from which your
withdrawal will be made, we will assess the withdrawal against that
Fixed Interest Allocation.  If you do not, we will assess your
withdrawal against the subaccounts in which you are invested, unless
the withdrawal exceeds the contract value in the subaccounts.  If
there is no contract value in those subaccounts, we will deduct your
withdrawal from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until we have
honored your request.

Please be aware that the benefit we pay under any of the optional riders
will be reduced on a pro rata basis by any withdrawals you make from
the Fixed Interest Allocations during the period while the rider is
in effect.   See "Optional Riders."

MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect
on your contract value.  We will apply a Market Value Adjustment
(i) whenever you withdraw or transfer money from a Fixed Interest
Allocation (unless made within 30 days before the maturity date of
the applicable guaranteed interest period, or under the systematic
withdrawal or dollar cost averaging program) and (ii) if on the
annuity start date a guaranteed interest period for any Fixed Interest
Allocation does not end on or within 30 days of the annuity start
date.

We determine the Market Value Adjustment by multiplying the amount you
withdraw, transfer or apply to an income plan by the following factor:

                    (   1+I   )N/365
                    (---------)         -1
                    (1+J+.0050)

                                   18

<PAGE>
<PAGE>

Where,

    o   "I" is the Index Rate for a Fixed Interest Allocation on the
        first day of the guaranteed interest period;

    o   "J" is equal to the following:

        (1) If calculated for a Fixed Interest Allocation of 1 year or
            more, then "J" is the Index Rate for a new Fixed Interest
            Allocation with a guaranteed interest period equal to the
            time remaining (rounded up to the next full year except in
            Pennsylvania) in the guaranteed interest period;

        (2) If calculated for a Fixed Interest Allocation of 6 months,
            then "J" is the lesser of the Index Rate for a new Fixed
            Interest Allocation with (i) a 6 month guaranteed interest
            period, or (ii) a 1 year guaranteed interest period at
            the time of calculation; and

    o   "N" is the remaining number of days in the guaranteed interest
        period at the time of calculation.

The Index Rate is the average of the Ask Yields for U.S. Treasury
Strips as quoted by a national quoting service for a period equal to
the applicable guaranteed interest period.  The average is currently
based on the period starting from the 22nd day of the calendar month
two months prior to the month of the Index Rate determination and
ending the 21st day of the calendar month immediately before the month
of determination.  We currently calculate the Index Rate once each
calendar month but have the right to calculate it more frequently.
The Index Rate will always be based on a period of at least 28 days.
If the Ask Yields are no longer available, we will determine the Index
Rate by using a suitable and approved, if required, replacement
method.

A Market Value Adjustment may be positive, negative or result in no
change.  In general, if interest rates are rising, you bear the risk
that any Market Value Adjustment will likely be negative and reduce
your contract value.  On the other hand, if interest rates are
falling, it is more likely that you will receive a positive Market
Value Adjustment that increases your contract value.  In the event of
a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from
the amount surrendered, transferred or annuitized.  In the event of a
partial withdrawal, transfer or annuitization, we will add or subtract
any Market Value Adjustment from the total amount withdrawn,
transferred or annuitized in order to provide the amount requested.
If a negative Market Value Adjustment exceeds your contract value in
the Fixed Interest Allocation, we will consider your request to be a
full surrender, transfer or annuitization of the Fixed Interest
Allocation.

Several examples which illustrate how the Market Value Adjustment
works are included in Appendix B.


                         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, The Galaxy VIP Fund, the PIMCO Trust and
the Warburg Pincus Trust through Account B.  It also provides a
means for you to invest in a Fixed Interest Allocation through the
Fixed Account.

                                   19

<PAGE>
<PAGE>

CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date.  Each
12-month period following the contract date is a contract year.

ANNUITY START DATE
The annuity start date is the date you start receiving annuity
payments under your Contract.  The Contract, like all deferred
variable annuity contracts, has two phases: the accumulation phase and
the income phase.  The accumulation phase is the period between the
contract date and the annuity start date.  The income phase begins
when you start receiving regular annuity payments from your Contract
on the annuity start date.

CONTRACT OWNER
You are the contract owner.  You are also the annuitant unless another
annuitant is named in the application.  You have the rights and
options described in the Contract.  One or more persons may own the
Contract.  If there are multiple owners named, the age of the oldest
owner will determine the applicable death benefit if such death
benefit is available for multiple owners.

The death benefit becomes payable when you die.  In the case of a sole
contract owner who dies before the income phase begins, we will pay
the beneficiary the death benefit 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 and the death benefit is paid upon
the death of the first of the joint owners to die.  Joint owners may
only select the Standard Death Benefit option.  Upon adding an
additional owner to a contract which was issued with an Enhanced Death
Benefit option, generally, your death benefit will be changed
automatically to a Standard Death Benefit and your mortality and
expense risk charges will be lowered correspondingly to that which
is charged under the Standard Death Benefit Option.  Also note that
if any owner's age is 86 or greater, even the standard death benefit
guarantee will also be lost.  Note that returning a Contract to
single owner status will not restore any  Enhanced Death Benefit.
Unless otherwise specified, the term "age" when used for joint
owners shall mean the age of the oldest owner.

                                   20

<PAGE>
<PAGE>

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 adviser
for more information if you are not an individual.

BENEFICIARY
The beneficiary is named by you in a written request.  The beneficiary
is the person who receives any death benefit proceeds and who becomes
the successor contract owner if the contract owner (or the annuitant
if the contract owner is other than an individual) dies before the
annuity start date.  We pay death benefits to the primary beneficiary
(unless there are joint owners, in which case death proceeds are
payable to the surviving owner(s)).

If the beneficiary dies before the annuitant or the contract owner,
the death benefit proceeds are paid to the contingent beneficiary, if
any.  If there is no surviving beneficiary, we pay the death benefit
proceeds to the contract owner's estate.

One or more persons may be a beneficiary or contingent beneficiary.
In the case of more than one beneficiary, we will assume any death
benefit proceeds are to be paid in equal shares to the surviving
beneficiaries.

You have the right to change beneficiaries during the annuitant's
lifetime unless you have designated an irrevocable beneficiary.  When
an irrevocable beneficiary has been designated, you and the
irrevocable beneficiary may have to act together to exercise some of
the rights and options under the Contract.

  CHANGE OF CONTRACT OWNER OR BENEFICIARY.  During the annuitant's
lifetime, you may transfer ownership of a non-qualified Contract.
A change in ownership may affect the amount of the death benefit,
the guaranteed death benefit, and/or the death benefit option
applied to the contract.  The new owner's age, as of the date of the
change, will be used as the

                                   21

<PAGE>
<PAGE>

basis for determining which option to use.
The new owner's death will determine when a death benefit is payable.

If the new owner's age is less than 80, the death benefit option in
effect prior to the change in owner will remain in effect.  If the new
owner's age is greater than 79, but less than or equal to 85, and if
the contract was issued with an enhanced death benefit, the death
benefit will become the Standard Death Benefit.  If the new owner's
age is greater than 85, the death benefit will be the cash surrender
value.  Once a death benefit has been changed due to a change in
owner, a subsequent change to a younger owner will not restore any
enhanced death benefit and the death benefit will continue to be
the cash surrender value.

You may also change the beneficiary.  All requests for changes must be
in writing and submitted to our Customer Service Center in good order.
The change will be effective as of the day you sign the request.  The
change will not affect any payment made or action taken by us before
recording the change.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract
owner are not older than age 85.

The initial premium payment must be $10,000 or more ($1,500 for
qualified Contracts).  You may make additional payments of $500 or
more ($250 for qualified Contracts) at any time after the free look
period before you turn age 85.  Under certain circumstances, we may
waive the minimum premium payment requirement.  We may also change the
minimum initial or additional premium requirements for certain group
or sponsored arrangements.  An initial or additional premium payment
that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.

The Contracts offered by this prospectus are available only to
customers of Fleet Financial Group, Inc. and its affiliates.

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium and credit within 2 business
days after receipt, if the application and all information necessary
for processing the Contract are complete.  Subsequent premium payments
and credits will be processed within 1 business day if all information
necessary is received.  In certain states we also accept
initial and additional premium payments by wire order.  Wire
transmittals must be accompanied by sufficient electronically
transmitted data.  We may retain your initial premium payment for up
to 5 business days while attempting to complete an incomplete application.
If the application cannot be completed within this period, we will inform
you of the reasons for the delay.  We will also return the premium payment
immediately unless you direct us to hold the premium payment until the
application is completed.  For initial premium payments, the payment will be
credited at the accumulation unit value next determined after receipt of
your premium payment and the completed application.  Once the completed
application is received, we will allocate the payment and credit to the
subaccount and/or Fixed Interest Allocation specified by you within 2
business days.  We will make inquiry to discover any missing information
related to subsequent payments.  For any subsequent premium payments, the
payment and credit will be credited at the accumulation unit value next
determined after receipt of your premium payment and instructions.

Once we allocate your premium payment and credit to the subaccounts
selected by you, we convert the premium payment and credit into
accumulation units.  We divide the amount of the premium payment and
credit allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to

                                   22

<PAGE>
<PAGE>

determine the number of
accumulation units of the subaccount to be held in Account B with
respect to your Contract.  The net investment results of each
subaccount vary with its investment performance.

If your premium payment was transmitted by wire order from your broker-
dealer, we will follow one of the following two procedures after we
receive and accept the wire order and investment instructions.  The
procedure we follow depends on state availability and the procedures
of your broker-dealer.

 (1)If either your state or broker-dealer do not permit us to issue a
    Contract without an application, we reserve the right to rescind
    the Contract if we do not receive and accept a properly completed
    application or enrollment form within 5 days of the premium
    payment.  If we do not receive the application or form within 5
    days of the premium payment, we will refund the contract value
    plus any charges we deducted, and the Contract will be voided.
    Some states require that we return the premium paid, in which
    case we will comply.

 (2)If your state and broker-dealer allow us to issue a Contract
    without an application, we will issue and mail the Contract to you,
    together with an Application Acknowledgement Statement for your
    execution.  Until our Customer Service Center receives the executed
    Application Acknowledgement Statement, neither you nor the broker-
    dealer may execute any financial transactions on your Contract unless
    they are requested in writing by you.  We may require additional
    information before complying with your request (e.g., signature
    guarantee).

In some states, we may require that an initial premium designated for
a subaccount of Account B or the Fixed Account be allocated with the
added credit to a subaccount specially designated by the Company
(currently, the Liquid Asset subaccount) during the free look period.
After the free look period, we will convert your contract value (your
initial premium and credit plus any earnings less any expenses) into
accumulation units of the subaccounts you previously selected.  The
accumulation units will be allocated based on the accumulation unit
value next computed for each subaccount.  Initial premiums designated
for Fixed Interest Allocations will be allocated with the added credit
to a Fixed Interest Allocation with the guaranteed interest period you
have chosen; however, in the future we may allocate the premiums and
credits to the specially designated subaccount during the free look
period.

ADDITIONAL CREDIT TO PREMIUM
A credit will be added to your contract value based on each premium
payment.  The credit will be added proportionally to each subaccount
and Fixed Interest Allocation as the premium payment is allocated.
The credit is a minimum of 4% of the premium payment.  We may increase
the credit at our discretion.  If we increase the credit we may reduce
it also at our discretion, but we will not reduce it below the minimum
credit of 4%, and we will give at least 30 days notice of any planned
reduction.

The credit constitutes earnings (and not premiums paid by you) for
federal tax purposes.

In any of the following circumstances, we deduct a credit from the
amount we pay to you or your beneficiary:
 (1) If you return your Contract within the free look period, we will
       deduct the credit from the refund amount;
 (2) If a death benefit of contract value becomes payable, we will
       deduct any credits added to your Contract within 1 year prior
       to death; and
 (3) If we waive any surrender charge, we will deduct any credit added
        to your contract value within 1 year.

                                   23

<PAGE>
<PAGE>

If we deduct a credit from any amount we pay to you, we will deduct
the full dollar amount of the credit.  You will retain any gains, and
you will also bear any losses, that are attributable to the credit we
deduct.

Once we have waived any surrender charge, we will not add any
additional credit to any additional premium you pay on or after the
date of any such waiver.

CONTRACT VALUE
We determine your contract value on a daily basis beginning on the
contract date.  Your contract value is the sum of (a) the contract
value in the Fixed Interest Allocations, and (b) the contract value in
each subaccount in which you are invested.

  CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS.  The contract value in
your Fixed Interest Allocation is the sum of premium payments and
credits allocated to the Fixed Interest Allocation under the Contract,
plus contract value transferred to the Fixed Interest Allocation, plus
credited interest, minus any transfers and withdrawals from the Fixed
Interest Allocation (including any Market Value Adjustment applied to
such withdrawal), contract fees, and premium taxes.

  CONTRACT VALUE IN THE SUBACCOUNTS.  On the contract date, the
contract value in the subaccount in which you are invested is equal to
the initial premium paid and added credit that was designated to be
allocated to the subaccount. On the contract date, we allocate your
contract value to each subaccount and/or a Fixed Interest Allocation
specified by you, unless the Contract is issued in a state that
requires the return of premium payments during the free look period,
in which case, the portion of your initial premium and added credit
not allocated to a Fixed Interest Allocation may be allocated to a
subaccount specially designated by the Company during the free look
period for this purpose (currently, the Liquid Asset subaccount).

On each business day after the contract date, we calculate the amount
of contract value in each subaccount as follows:

   (1)We take the contract value in the subaccount at the end of the
       preceding business day.

   (2)We multiply (1) by the subaccount's Net Investment Factor since the
       preceding business day.

   (3)We add (1) and

   (4)We add to (3) any additional premium payments and credits, and
       then add or subtract any transfers to or from that subaccount.
    (5)We subtract from (4) any withdrawals and any related charges, and
       then subtract any contract fees (including any rider charges) and
       premium taxes.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender
the Contract.  The cash surrender value will fluctuate daily based on
the investment results of the subaccounts in which you are invested
and interest credited to Fixed Interest Allocations and any Market
Value Adjustment.  We do not guarantee any minimum cash surrender
value.  On any date during the accumulation phase, we calculate

                                   24

<PAGE>
<PAGE>

the cash surrender value as follows: we start with your contract value,
then we adjust for any Market Value Adjustment, and then we deduct any
surrender charge, any charge for premium taxes, the annual contract
administrative fee (unless waived), and any optional benefit rider
charge and any other charges incurred but not yet deducted.

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is
living and before the annuity start date.  A surrender will be
effective on the date your written request and the Contract are
received at our Customer Service Center.  We will determine and pay
the cash surrender value at the price next determined after receipt of
all paperwork required in order for us to process your surrender.
Once paid, all benefits under the Contract will be terminated.  For
administrative purposes, we will transfer your money to a specially
designated subaccount (currently the Liquid Asset subaccount) prior to
processing the surrender.  This transfer will have no effect on your
cash surrender value.  You may receive the cash surrender value in a
single sum payment or apply it under one or more annuity options.  We
will usually pay the cash surrender value within 7 days.

Consult your tax adviser regarding the tax consequences associated
with surrendering your Contract.  A surrender made before you reach
age 59 1/2 may result in a 10% tax penalty.  See "Federal Tax
Considerations" for more details.

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the
Contract.  These subaccounts will invest in investment portfolios we
find suitable for your Contract.

We may amend the Contract to conform to applicable laws or
governmental regulations.  If we feel that investment in any of the
investment portfolios has become inappropriate to the purposes of the
Contract, we may, with approval of the SEC (and any other regulatory
agency, if required) substitute another portfolio for existing and
future investments.  If you elected the dollar cost averaging,
systematic withdrawals, or automatic rebalancing programs or if you
have other outstanding instructions, and we substitute a portfolio
subject to those instructions, we will execute your instructions using
the substituted portfolio, unless you request otherwise.

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.

OPTIONAL RIDERS
Subject to state availability, you may elect one of three optional
benefit riders discussed below.  You may not add more than one of
these three riders to your Contract.  There are separate charges for
each rider.  Once elected, the riders generally may not be cancelled.
This means once you add the rider, you may not remove it, and charges
will be assessed regardless of the performance of your Contract.
Please see "Charges and Fees - Optional Rider Charges" for
information on rider charges.

                                   25

<PAGE>
<PAGE>

THE OPTIONAL RIDERS MAY NOT BE AVAILABLE FOR ALL INVESTORS.  THEY
SHOULD BE ANALYZED THOROUGHLY AND UNDERSTOOD COMPLETELY BEFORE BEING
ELECTED.  THE OPTIONAL RIDERS DO NOT GUARANTEE ANY RETURN OF PRINCIPAL
OR PREMIUM PAYMENTS AND DO NOT GUARANTEE PERFORMANCE OF ANY SPECIFIC
INVESTMENT PORTFOLIO UNDER THE CONTRACT.  YOU SHOULD CONSULT A
QUALIFIED FINANCIAL ADVISER IN EVALUATING THE RIDERS.

THE OPTIONAL RIDERS MAY NOT BE APPROVED IN ALL STATES.  CHECK WITH OUR
CUSTOMER SERVICE CENTER FOR AVAILABILITY IN YOUR STATE.  THE TELEPHONE
NUMBER IS (800)366-0066.

RIDER DATE
We use the term rider date in the discussion of the optional benefit
riders below.  The rider date is the date an optional benefit rider
becomes effective.  The rider date is also the contract date if the
rider was purchased at the time the Contract is issued.

SPECIAL FUNDS
We use the term Special Funds in the discussion of the Minimum
Guaranteed Accumulation Benefit rider (with the 20-year waiting
period) and the Minimum Guaranteed Income Benefit rider.  The Special
Funds refer to the Liquid Asset subaccount, Limited Maturity Bond
subaccount and the Fixed Interest Allocations.  The Company may
designate new and/or existing subaccounts as a Special Fund with 30
days notice at any time, including during the life of a rider.

NO CANCELLATION
Once you purchase a rider, the rider may not be cancelled,
unless you cancel the Contract during
the Contract's free look period, surrender, annuitize or otherwise
terminate the Contract which automatically cancels any attached rider.
Once the Contract continues beyond the free look period, you may not
at any time cancel the rider, except with respect to a one-time
right to cancel the twenty-year option of the Minimum Guaranteed
Accumulation Benefit rider under specified conditions.  The Company
may, at its discretion, cancel and/or replace a rider at your
request in order to renew or reset a rider.

TERMINATION
The optional riders are "living benefits."  This means that the guaranteed
benefits offered by the riders are intended to be available to you
while you are living and while your Contract is in the accumulation
phase.  The optional riders automatically terminate (and all benefits
under the rider will cease) if you annuitize, surrender or otherwise
terminate your Contract or die (first owner to die if there are
multiple contract owners, or at death of annuitant if contract owner
is not a natural person), unless your spouse beneficiary elects to
continue the Contract, during the accumulation phase.  The optional
rider will also terminate if there is a change in contract ownership
(other than a spousal beneficiary continuation on your death).  Other
circumstances which may cause a particular optional rider to
terminate automatically are discussed below with the applicable rider.

MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB) RIDER
The MGAB rider is an optional benefit which provides you with an MGAB
benefit intended to guarantee a minimum contract value at the end of a
specified waiting period.  The MGAB is a one-time adjustment to your
contract value in the event your contract value on the MGAB Benefit
Date is less than the MGAB Base.  The MGAB rider may offer you protection
in the event your contract value loses value during the MGAB waiting
period.  For discussion of the charges we deduct under the MGAB rider,
see "Optional Rider Charges."

                                   26

<PAGE>
<PAGE>

The MGAB rider offers a ten-year option and a twenty-year option, of
which you may purchase only one.  The ten-year option has a waiting
period of ten years and guarantees that your contract value at the end
of ten years will at least equal your initial premium payment plus
credits, reduced pro rata for withdrawals.  Transfers made within 3
years prior to the MGAB Benefit Date will also reduce the benefit pro rata.
The twenty-year option has a waiting period of twenty years and guarantees
that your contract value at the end of twenty years will at least equal
two times your initial premium payment plus credits, reduced pro
rata for withdrawals, and reduced for transfers made within 3 years prior to
the MGAB Benefit Date.  On the MGAB Benefit Date, which is the next business
day after the applicable waiting period, we calculate your Minimum
Guaranteed Accumulation Benefit.

  CALCULATING THE MGAB.  We calculate your MGAB as follows:

     1.  WE FIRST DETERMINE YOUR MGAB BASE.  The MGAB Base is only a
calculation.  It does not represent a contract value, nor does it
guarantee performance of the subaccounts in which you are invested.
It is also not used in determining the amount of your annuity income,
cash surrender value and death benefits.

       If you purchased the MGAB rider on the contract date, and

            (i)  elected the ten-year option, your MGAB Base is equal to your
                 initial premium and credit, plus any additional premium and
                 credit added to your Contract during the 2-year period after
                 your rider date, reduced pro rata for any withdrawals and
                 reduced for any transfers made within the last 3 years; or

            (ii) elected the twenty-year option, except for the Special Funds
                 which require special calculations, your MGAB Base is equal
                 to your initial premium and credit, plus any additional
                 premium and credit added to your Contract during the 2-year
                 period after your contract date, accumulated at the MGAB Base
                 Rate, reduced pro rata for any withdrawals and reduced
                 for any transfers made within the last 3 years.
                 The MGAB Base Rate for all allocations
                 to the Special Funds is the annual effective rate of 3.5265%.
                 Accumulation of eligible additional premiums starts on the
                 date the premium was received.

       ONLY PREMIUMS AND CREDITS ADDED TO YOUR CONTRACT DURING THE 2-YEAR
       PERIOD AFTER YOUR RIDER DATE ARE INCLUDED IN THE MGAB BASE,
       BUT ANY ADDITIONAL PREMIUM PAYMENTS YOU ADDED TO YOUR CONTRACT
       AFTER THE SECOND RIDER ANNIVERSARY ARE NOT INCLUDED IN THE
       MGAB BASE.  Thus, the MGAB rider may not be appropriate for
       you if you plan to add substantial premium payments after your
       second rider anniversary.

       If you purchased the MGAB rider after the contract date, your
       MGAB Base is equal to your contract value on the rider date,
       plus premiums and credits added during the 2-year period
       after your rider date.  Withdrawals taken while the MGAB rider
       is in effect, as well as, transfers made within 3 years prior
       to the MGAB Benefit Date will reduce the value of your MGAB
       Base pro rata.  This means that the MGAB Base (and the MGAB
       Charge Base) will be reduced by the same percent as the
       percent of contract value that was withdrawn (or transferred).
       We will look to your contract value immediately before the
       withdrawal or transfer when we determine this percent.

       For any Special Fund under the twenty-year option, if the
       actual interest credited to and/or the investment earnings of
       the contract value allocated to the Special Fund over the
       calculation

                                   27

<PAGE>
<PAGE>

       period is less than the amount calculated under
       the formula above, that lesser amount becomes the increase in
       your MGAB Base for the Special Fund for that period.   THE MGAB
       RATE FOR EACH SPECIAL FUND MAY BE POSITIVE OR NEGATIVE.  Thus,
       investing in the Special Funds may limit the MGAB benefit.

       Under the 20-year option, adding the rider after the contract date
       payment of premiums after the rider date, and/or investments in
       the Special Funds may prevent the MGAB Base from doubling over
       the waiting period.

         2. WE THEN SUBTRACT YOUR THEN CONTRACT VALUE ON THE MGAB BENEFIT
            DATE FROM YOUR MGAB BASE.  The contract value that we subtract
            includes both the contract value in the subaccounts in which
            you are invested and the contract value in your Fixed Interest
            Allocations, if any.

         3. ANY POSITIVE DIFFERENCE IS YOUR MGAB. If there is a MGAB, we
            will automatically credit it on the MGAB Benefit Date to the
            subaccounts in which you are invested pro rata based on the
            proportion of your contract value in the subaccounts on that
            date, unless you have previously given us other allocation
            instructions.  If you do not have an investment in any subaccount
            on the MGAB Benefit Date, we will allocate the MGAB to the Liquid
            Asset subaccount on your behalf.  After the crediting of the MGAB,
            the amount of your annuity income, cash surrender value and death
            benefits will reflect the crediting of the MGAB to your contract
            value to the extent the contract value is used to determine such
            value.

  WITHDRAWALS AND TRANSFERS.  We will reduce your MGAB Base and the MGAB
Charge Base pro rata to the percentage of contract value of any withdrawals
you make after the rider date but prior to the MGAB Benefit Date. Any transfers
you make within three years prior to the MGAB Benefit Date will reduce the MGAB
Base and the MGAB Charge Base pro rata to the percentage of contract value
transferred.  Transfers you make before this date will have no immediate impact
on the MGAB Base.Any transfers to and from the subaccounts and Special Funds in
which you are invested will cause your MGAB Base to be reallocated pro rata
based on the percentage of contract value.  Transfers to one or more Special
Funds could reduce your MGAB benefit.

  PURCHASE.  To purchase the MGAB rider, you must be age 80 or younger
on the rider date if you choose the ten-year option and age 65 or
younger on the rider date if you choose the twenty-year option.  The
waiting period must end at or before your annuity start date.  The
MGAB rider may be purchased (i) on the contract date, and (ii) within
30 days following the contract date.  For contracts issued more than
30 days before the date this rider first became available in your
state, the Company may in its discretion allow purchase of this rider
during the 30-day period preceding the first contract anniversary
after the date of this prospectus, or the date of state approval,
whichever is later.

  THE MGAB BENEFIT DATE.  If you purchased the MGAB rider on the
contract date or added the MGAB rider within 30 days following the
contract date, the MGAB Benefit Date is your 10th contract anniversary
for the ten-year option or 20th contract anniversary for the twenty-
year option.  If you added the MGAB rider during the 30-day period
preceding your first contract anniversary after the date of this
prospectus, your MGAB Benefit Date will be the first contract
anniversary occurring after 10 years (for the ten-year option) or 20
years (for the twenty-year option) after the rider date.  The MGAB
rider is not available if the MGAB Benefit Date would fall beyond the
latest annuity start date.

  CANCELLATION.  If you elected the twenty-year option, you have a one-
time right to cancel the MGAB rider on your first contract anniversary
that is at least 10 years after the rider date.  If you purchased the
MGAB rider during the 30-day period following the contract date, your
one-time right to cancel the rider occurs on the tenth anniversary of
your contract date.  To cancel, you need to send written notice to our
Customer Service Center at least 30 days before such anniversary date.
If the MGAB rider is terminated before the MGAB Benefit Date, you will
not be credited with the MGAB and we will assess the pro rata portion
of the MGAB rider charge for the current quarter.

                                   28

<PAGE>
<PAGE>


  NOTIFICATION.  Any crediting of the MGAB will be reported in your
first quarterly statement following the MGAB Benefit Date.

MINIMUM GUARANTEED INCOME BENEFIT (MGIB) RIDER.
The MGIB rider is an optional benefit which guarantees that a minimum amount
of annuity income will be available to you if you annuitize on the MGIB Benefit
Date, regardless of fluctuating market conditions.  The amount of the Minimum
Guaranteed Income Benefit will depend on the amount of premiums you pay during
the five contract years after you purchase the rider, the credit(s) we add, the
ammount of contract value you allocate or transfer to the Special Funds, the
MGIB Rate (7% for all portfolios except the Special Funds), the adjustments for
Special Fund Transfers, and the dollar amount of any withdrawals you take while
the rider is in effect.  For a discussion of the charges we deduct under the
MGIB rider, see "Optional Rider Charges."  Ordinarily, the amount of income
that will be available to you on the annuity start date is based on your
contract value, the annuity option you selected and the guaranteed or income
factors in effect on the date you annuitize.  If you purchase the MGIB rider,
the minimum amount of income that will be available to you upon annuitization
on the MGIB Benefit Date is the greatest of:

       (i)  your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the guaranteed income factors
            specified in your Contract for the annuity option you
            selected;

       (ii) your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the then current income
            factors in effect for the annuity option you selected;
            and

       (iii)the MGIB annuity income based on your MGIB Base on the MGIB
            Benefit Date applied to the MGIB income factors specified
            in your rider MGIB for the annuity option you selected.
            Prior to applying the MGIB income factors, we will adjust
            the MGIB Base for any surrender charges, premium tax recovery
            and Market Value Adjustments that would otherwise apply at
            annuitization.

Prior to your latest annuity start date, you may choose to exercise your
right to receive payments under the MGIB rider on the MGIB Benefit Date.
Payments under the rider begin on the MGIB Benefit Date.  We require a
10-year waiting period before you can annuitize the MGIB rider benefit.
The MGIB must be exercised in the 30-day period prior to the end of the
waiting period or any subsequent contract anniversary.  At your
request, the Company may in its discretion extend the latest contract
annuity start date without extending the MGIB Benefit Date.

  DETERMINING THE MGIB ANNUITY INCOME.  On the MGIB Benefit Date, we
calculate your MGIB annuity income as follows:

     1.  WE FIRST DETERMINE YOUR MGIB BASE.  The MGIB Base is only a
         calculation used to determine the MGIB.  The MGIB Base does not
         represent a contract value, nor does it guarantee performance of
         the subaccounts in which you are invested.  It is also not used
         in determining the amount of your cash surrender value and death
         benefits.  Any reset of contract value under provisions of the
         Contract or other riders will not increase the MGIB Base or
         MGIB Base Maximum.

          (i)    If you purchased the MGIB rider on the contract date, except
                 for the Special Funds which require special calculations,
                 the MGIB Base is equal to your initial premium and credits,
                 plus any additional premiums and credits added to your
                 Contract during the 5-year period after your contract date,
                 accumulated at the MGIB Base Rate (7% for all portfolios
                 except the Special Funds), reduced pro rata by all
                 withdrawals taken while the MGIB rider is in effect.
                 Premiums and credits paid after the 5th contract
                 anniversary are excluded from the MGIB Base.

                                   29

<PAGE>
<PAGE>
          (ii)   If you purchased the MGIB rider after the contract date
                 except for the special Funds which require special
                 calculations, your MGIB Base is equal to your contract value
                 on the rider date plus any additional premiums and credits
                 added to your Contract during the 5-year periods after your
                 rider date, accumulated at the MGIB Base Rate (7% for all
                 portfolios except the Special Funds), reduced pro rata by all
                 withdrawals taken while the MGIB rider is in effect.
                 Such additional premium payments and credits added more than
                 5 years before the earliest MGIB Benefit Date are included in
                 the MGIB Base.  Premiums and credits paid after the 5th
                 contract anniversary are excluded from the MGIB Base.

            (iii)For any Special Fund, if the actual earnings to
                 and/or the interest credited to the contract value
                 allocated to the Special Fund over the calculation period
                 is less than the amount determined under the formula above,
                 that lesser amount becomes the change in your MGIB Base
                 for the Special Fund.  THE MGIB BASE RATE FOR EACH SPECIAL
                 FUND MAY BE POSITIVE OR NEGATIVE.  Thus, investing in
                 the Special Funds may limit the MGIB benefit.

            Of course, regardless of when purchased or how you invest,
            withdrawals will reduce the value of your MGIB Base pro rata
            to the percentage of the contract value withdrawn.

            We offer a 7% MGIB Base Rate, except for the Special Funds.
            The Company may at its discretion discontinue offering this
            rate.  The MGIB Base Rate is an annual effective rate.

            The MGIB Base is subject to the MGIB Base Maximum.  The
            MGIB Base Maximum is the amount calculated above until
            the earlier of: (i) the date the oldest contract owner
            reaches age 80, or (ii) the date the MGIB Base reaches
            two times the MGIB Eligible Premiums and credits,
            adjusted for any withdrawals.  MGIB Eligible Premiums is
            the total of premiums paid during the first 5 years after
            the rider date.

     2. THEN WE DETERMINE THE MGIB ANNUITY INCOME BASED ON YOUR MGIB
        BASE (ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT SURRENDER CHARGE AND
        PREMIUM TAXES), BY THE INCOME FACTOR, AND THEN DIVIDE BY $1,000.

        Two MGIB Income Options are available under the MGIB Rider:

            (i)  Income for Life (Single Life or Joint with 100% Survivor)
                 and 10-30 Year Certain; or

            (ii) Income for a 20-30 Period Certain; or

            (iii)Any other income plan offered by the Company in connection
                 with the MGIB rider on the MGIB Benefit Date.

     On the MGIB Benefit Date, we would apply the MGIB Base using
the Table of Income Factors specified in the MGIB rider for the Income
Option you selected.  The guaranteed factors contained in the MGIB rider
generally provide lower payout per $1,000 of value applied than the
guaranteed factors found in your Contract.

     Then we compare the MGIB annuity income under the rider
guarantee for the option selected with the annuity income under your Contract
guarantee for the same option.  The greater amount of income will be available
to you on the MGIB Benefit Date.

  WITHDRAWALS AND TRANSFERS.  We will reduce the MGIB Base and the
MGIB Base Maximum pro rata by the percentage of contract value of any
withdrawals you make. Any transfers to and from the subaccounts and
Special Funds in which you are invested will cause your MGIB Base to
be reallocated pro rata based on the percentage of contract value you
transfer.  This could reduce the MGIB benefit.

  PURCHASE.  To purchase the MGIB rider, you must be age 79 or younger
on the rider date and the ten-year waiting period must end at or prior
to the latest annuity start date.  The MGIB rider must be purchased
(i) on the contract date, or (ii) within thirty days after the
contract date. For contracts issued more than 30 days before the date
this rider first became available in your state, the Company may in
its discretion allow purchase of this rider during the 30-day period
preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later. There
is a ten year waiting period before you can annuitize under the MGIB
rider.

   THE MGIB BENEFIT DATE.  If you purchased the MGIB rider on the contract
date or added the MGIB rider within 30 days following the contract date, the
MGIB Benefit Date is the contract anniversary on or after the tenth contract
anniversary from the rider date when you decide to exercise your right to
annuitize under the MGIB Rider.  If you added the MGIB rider during the 30-day
period preceding your first contract anniversary after the date of this
prospectus, your MGIB Benefit Date is any contract anniversary on or after the
tenth contract anniversary fromthe rider date when you decide to exercise your
right to annuitize under the MGIB Rider.

  NO CHANGE OF ANNUITANT.  Once the MGIB rider is purchased, the
annuitant may not be changed except for the following exception.  If
an annuitant who is not a contract owner dies prior to
annuitization, a new annuitant may be named in accordance
with the provisions of your Contract.  The MGIB Base is unaffected
and continues to accumulate.

                                   30

<PAGE>
<PAGE>

  NOTIFICATION.  On or about 30 days prior to the MGIB Benefit Date,
we will provide you with notification which will include an estimate
of the amount of MGIB annuity benefit available if you choose to
exercise.  The actual amount of the MGIB annuity benefit will be
determined as of the MGIB Benefit Date.

THE MGIB RIDER DOES NOT RESTRICT OR LIMIT YOUR RIGHT TO ANNUITIZE
THE CONTRACT AT ANY TIME PERMITTED UNDER THE CONTRACT. THE MGIB RIDER
DOES NOT RESTRICT YOUR RIGHT TO ANNUITIZE THE CONTRACT USING CONTRACT
VALUES THAT MAY BE HIGHER THAN THE MGIB ANNUITY BENEFIT.

THE BENEFITS ASSOCIATED WITH THE MGIB RIDER ARE AVAILABLE ONLY IF YOU
ANNUITIZE YOUR CONTRACT UNDER THE RIDER AND IN ACCORDANCE WITH THE
PROVISIONS SET FORTH ABOVE.   ANNUITIZING USING THE MGIB MAY RESULT IN
THE MORE FAVORABLE STREAM OF INCOME PAYMENTS UNDER YOUR CONTRACT.
BECAUSE THE MGIB RIDER IS BASED ON CONSERVATIVE ACTUARIAL FACTORS,
THE LEVEL OF LIFETIME INCOME THAT IT GUARANTEES MAY BE LESS THAN THE
LEVEL THAT MIGHT BE PROVIDED BY THE APPLICATION OF YOUR CONTRACT
VALUE TO THE CONTRACT'S APPLICABLE ANNUITY FACTORS.  YOU SHOULD
CONSIDER ALL OF YOUR OPTIONS AT THE TIME YOU BEGIN THE INCOME
PHASE OF YOUR CONTRACT.

MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB) RIDER
The MGWB rider is an optional benefit which guarantees that if your
contract value is reduced to zero you will receive annual periodic
payments equal to all premium payments and credits paid during
the first two contract years (Eligible Payment Amount) adjusted
for any prior withdrawals.  To maintain this guarantee, withdrawals
in any contract year may not exceed 7% of your Eligible
Payment Amount.  If your contract value is reduced to zero,
your periodic payments will be 7% of your Eligible Payment Amount
every year.  Payments continue until your MGWB Withdrawal Account is
reduced to zero.  For a discussion of the charges we deduct under
the MGWB rider, see "Optional Rider Charges."  Each payment you receive
under the MGWB rider will be taxed as a withdrawal and may be subject
to a penalty tax.  See "Withdrawals" and "Federal Tax Considerations"
for more information.  Your original Eligible Payment Amount depends
on when you purchase the MGWB rider and is:

       (i)if you purchased the MGWB rider on the contract date, your
            premium payments and credits, received during the first
            two contract years; or
       (ii)if you purchased the MGWB rider after the contract date,
            your contract value on the rider date, including any
            premiums and credits received that day, and any
            subsequent premium payments and credits received during
            the two-year period commencing on the rider date.

  THE MGWB WITHDRAWAL ACCOUNT. The MGWB Withdrawal Account is only a
calculation which represents the remaining amount available for
periodic payments under the MGWB rider.  It does not represent a contract
value, nor does it guarantee performance of the subaccounts in which
you are invested.  It will not affect your annuitization, surrender
and death benefits.  The MGWB Withdrawal Account is equal to the
Eligible Payment Amount adjusted for any withdrawals.  Withdrawals
of up to 7% per year of the Eligible Payment Amount.  Such withdrawals
will reduce the value of your MGWB Withdrawal Account by the dollar
amount of the withdrawal.  Any withdrawals greater than 7% per year
of the Eligible Payment Amount will cause a reduction in both the
MGWB Withdrawal Account and the Eligible Payment Amount by the
proportion that the withdrawal bears to the contract value at the
time of the withdrawal.  The MGWB Withdrawal Account is also reduced
by the amount of any periodic payments paid under the MGWB rider
once your contract value is zero.

  GUARANTEED WITHDRAWAL STATUS.  You may continue to make withdrawals
in any amount permitted under your Contract so long as your contract
value is greater than zero.  See "Withdrawals."  However, making
withdrawals in any year greater than 7% per year of the Eligible
Payment Amount will reduce the Eligible Payment Amount for future
withdrawals and payments under the MGWB rider by the proportion
that the withdrawal bears to the contract value at the time of
the withdrawal.  The MGWB rider will remain in force, and you
may continue to make withdrawals so long as:

                                   31

<PAGE>
<PAGE>

       (i)   your contract value is greater than zero;
       (ii)  your MGWB Withdrawal Account is greater than zero;
       (iii) your latest allowable annuity start date has not been
               reached;
       (iv)  you have not elected to annuitize your Contract; and
       (v)   you have not died (unless your spouse has elected to
              continue the contract), changed the ownership of the
              Contract or surrendered the Contract.

  The standard Contract provision limiting withdrawals to no more than
90% of the cash surrender value is not applicable under the MGWB
rider.

  WITHDRAWAL ADJUSTMENTS.  We will reduce the MGWB Withdrawal Account by
the dollar amount of any withdrawal taken up to 7% per year of the Eligible
Payment Amount.  Any withdrawal taken in excess of 7% per year of the
Eligible Payment Amount will reduce both the MGWB Withdrawal Account
and the Eligible Payment Amount, pro rata in proportion to the
percentage of contract value withdrawn.  If a withdrawal reduces the
MGWB Withdrawal Account to zero, the MGWB rider terminates and no
further benefits are payable under the rider.

  AUTOMATIC PERIODIC BENEFIT STATUS.  Under the MGWB rider, in the
event your contract value is reduced to zero, your Contract is
given what we refer to as Automatic Periodic Benefit Status if:

       (i)   your MGWB Withdrawal Account is greater than zero;
       (ii)  your latest allowable annuity start date has not been
               reached;
       (iii) you have not elected to annuitize your Contract; and
       (iv)  you have not died, changed the ownership of the Contract
               or surrendered the Contract.

  Once your Contract is given Automatic Periodic Benefit Status, we
will pay you the annual MGWB periodic payments, beginning on the next
contract anniversary, equal to the lesser of the remaining MGWB
Withdrawal Account or 7% annually of your Eligible Payment Amount
until the earliest of (i) your contract's latest annuity start date,
(ii) the death of the owner; or (iii) until your MGWB Withdrawal
Account is exhausted.  We will reduce the MGWB Withdrawal Account
by the amount of each payment.  Once your Contract is given Automatic
Periodic Benefit Status (that is your contract value is zero), we
will not accept any additional premium payments in your Contract,
and the Contract will not provide any benefits except those provided
by the MGWB rider.  Any other rider terminates.  Your Contract will
remain in Automatic Periodic Benefit Status until the earliest of
(i) payment of all MGWB periodic payments, and (ii) payment of the
Commuted Value (defined below), or (iii) the owner's death has occurred.

  On the contract's latest annuity start date, in lieu of making the
remaining MGWB periodic payments, we will pay you the Commuted Value
of your MGWB periodic payments remaining.  We may, at our option,
extend your annuity start date in order to continue the MGWB periodic
payments.  The Commuted Value is the present value of any then remaining
MGWB periodic payments at the current interest rate plus 0.50%.  The
current interest rate will be determined by the average of the Ask
Yields for U.S. Treasury Strips as quoted by a national quoting
service for periods applicable to the remaining payments.

                                   32

<PAGE>
<PAGE>

  Once the last MGWB periodic
payment is made or we pay you the Commuted Value, your Contract and
the MGWB rider terminate.

  DEATH BENEFIT DURING AUTOMATIC PERIODIC BENEFIT STATUS.  If you have
never withdrawn more than 7% per year of the Eligible Payment Amount
and you elected the 7% Solution Enhanced Death Benefit in your
Contract (or you elected the Combination Enhanced Death Benefit
resulting in the 7% Solution Enhanced Death Benefit as the actual
death benefit), the death benefit otherwise payable under the terms of
your Contract will remain in force during any Automatic Periodic Benefit
Status.  In determining the amount of the death benefit during the
Automatic Periodic Benefit Status, we deem your contract value to
be zero and treat the MGWB periodic payments as withdrawals.
In all other cases, the death benefit payable during Automatic
Periodic Benefit Status is your MGWB Withdrawal Account which
equals the sum of the remaining MGWB periodic payments.
If you elected the Combination Enhanced Death Benefit, then
the 7% Solution and the Annual Ratchet components shall each
be calculated as if each were the elected death benefit option.

 PURCHASE.  To purchase the MGWB rider, your must be age 80 or younger
on the rider date.  The MGWB rider must be purchased (i) on the contract
date, or (ii) within 30 days after the contract date.  For contracts issued
more than 30 days before the date this rider first became available in your
state, the Company may in its discretion allow purchase of this rider during
the 30-day period preceding the first contract anniversary after the date of
this prospectus, or the date of state approval, whichever is later.

OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the same
investment portfolios of the Trusts.  These contracts have different
charges that could effect their performance, and may offer different
benefits more suitable to your needs.  To obtain more information
about these other contracts, contact our Customer Service Center or
your registered representative.

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit
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.  The
Free Withdrawal Amount in any Contract year is 10% of your contract
value on the date of the withdrawal less any withdrawals during that
contract year.

You need to submit to us a written request specifying the Fixed
Interest Allocations or subaccounts from which amounts are to be
withdrawn, otherwise the withdrawal will be made on a pro rata basis
from all of the subaccounts in which you are invested.  If there is
not enough contract value in the subaccounts, we will deduct the
balance of the withdrawal from your Fixed Interest Allocations
starting with the guaranteed interest periods nearest their maturity
dates until we have honored your request.  We will apply a Market
Value Adjustment to any withdrawal from your Fixed Interest Allocation
taken more than 30 days before its maturity date.  We will determine
the contract value as of the close of business on

                                   33

<PAGE>
<PAGE>

the day we receive
your withdrawal request at our Customer Service Center.  The contract
value may be more or less than the premium payments made.

For administrative purposes, we will transfer your money to a
specially designated subaccount (currently, the Liquid Asset
subaccount) prior to processing the withdrawal.  This transfer will
not effect the withdrawal amount you receive.

Please be aware that the benefit we pay under certain optional benefit
riders will be reduced by any withdrawals you take while the rider is
in effect.  See "Optional Riders."

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals.  Each
withdrawal must be a minimum of $100.  We will apply a Market Value
Adjustment to any regular withdrawal from a Fixed Interest Allocation
that is taken more than 30 days before its maturity date.

SYSTEMATIC WITHDRAWALS
You may elect to receive automatic systematic withdrawal payments (1)
from the contract value in the subaccounts in which you are invested,
or (2) from the interest earned in your Fixed Interest Allocations.
Systematic withdrawals may be taken monthly, quarterly or annually.
You decide when you would like systematic payments to start as long as
it is at least 28 days after your contract date.  You also select the
date on which the systematic withdrawals will be made, but this date
cannot be later than the 28th day of the month.  If you have elected
to receive systematic withdrawals but have not chosen a date, we will
make the withdrawals on the same calendar day of each month as your
contract date.  If your contract date is after the 28th day of the
month, your systematic withdrawal will be made on the 28th day of each
month.

Each systematic withdrawal amount must be a minimum of $100.  The
amount of your systematic withdrawal can either be (1) a fixed dollar
amount, or (2) an amount based on a percentage of your contract value.
Both forms of systematic withdrawals are subject to the following
maximum, which is calculated on each withdrawal date:

                                  MAXIMUM PERCENTAGE
                    FREQUENCY     OF CONTRACT VALUE
                    Monthly              0.833%
                    Quarterly            2.50%
                    Annually            10.00%

If your systematic withdrawal is a fixed dollar amount and the amount
to be systematically withdrawn would exceed the applicable maximum
percentage of your contract value on any withdrawal date, we will
automatically reduce the amount withdrawn so that it equals such
percentage.  Thus, your fixed dollar systematic withdrawals will never
exceed the maximum percentage.  If you want fixed dollar systematic
withdrawals to exceed the maximum percentage and are willing to incur
associated surrender charges, consider the Fixed Dollar Systematic
Withdrawal Feature which you may add to your regular fixed dollar
systematic withdrawal program.

If your systematic withdrawal is based on a percentage of your
contract value and the amount to be systematically withdrawn based on
that percentage would be less than $100, we will automatically
increase the amount to $100 as long as it does not exceed the maximum
percentage.  If the systematic

                                   34

<PAGE>
<PAGE>

withdrawal would exceed the maximum
percentage, we will send the amount, and then automatically cancel
your systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to
interest earnings during the prior month, quarter, or year, depending
on the frequency you chose.  Systematic withdrawals are not subject to
a Market Value Adjustment, unless you have added the Fixed Dollar
Systematic Withdrawal Feature discussed below and the payments exceed
interest earnings.  Systematic withdrawals from Fixed Interest
Allocations under the Fixed Dollar Systematic Withdrawal Feature are
available only in connection with Section 72(q) and 72(t)
distributions. A Fixed Interest Allocation may not participate in both
the systematic withdrawal option and the dollar cost averaging program
at the same time.

You may change the amount or percentage of your systematic withdrawal
once each contract year or cancel this option at any time by sending
satisfactory notice to our Customer Service Center at least 7 days
before the next scheduled withdrawal date.  The systematic withdrawal
option may commence in a contract year where a regular withdrawal has
been taken but you may not change the amount or percentage of your
withdrawals in any contract year during which you have previously
taken a regular withdrawal.  You may not elect the systematic
withdrawal option if you are taking IRA withdrawals.

  FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE.  You may add the Fixed
Dollar Systematic Withdrawal Feature to your regular fixed dollar
systematic withdrawal program.  This feature allows you to receive a
systematic withdrawal in a fixed dollar amount regardless of any
surrender charges or Market Value Adjustments. Systematic withdrawals
from Fixed Interest Allocations under the Fixed Dollar Systematic
Withdrawal Feature are available only in connection with Section 72(q)
and 72(t) distributions. You choose the amount of the fixed systematic
withdrawals, which may total up to a maximum of 10% of your contract
value as determined on the day we receive your election of this
feature.  The maximum limit will not be recalculated when you make
additional premium payments, unless you instruct us to do us.  We will
assess a surrender charge on the withdrawal date if the systematic
withdrawal exceeds the maximum limit as calculated on the withdrawal
date.  We will assess a Market Value Adjustment on the withdrawal date
if the systematic withdrawal from a Fixed Interest Allocation exceeds
your interest earnings on the withdrawal date.  We will apply the
surrender charge and any Market Value Adjustment directly to your
contract value (rather than to the systematic withdrawal) so that the
amount of each systematic withdrawal remains fixed.

  Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the
maximum. Such withdrawals are subject to surrender charges and Market
Value Adjustments when they exceed the applicable free withdrawal
amount.

IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2
during the current calendar year, you may elect to have distributions
made to you to satisfy requirements imposed by Federal tax law.  IRA
withdrawals provide payout of amounts required to be distributed by
the Internal Revenue Service rules governing mandatory distributions
under qualified plans.  We will send you a notice before your
distributions commence.  You may elect to take IRA withdrawals at that
time, or at a later date.  You may not elect IRA withdrawals and
participate in systematic withdrawals at the same time.  If you do not
elect to take IRA withdrawals, and distributions are required by
Federal tax law, distributions adequate to satisfy the requirements
imposed by Federal tax law may be made.  Thus, if you are
participating in

                                   35

<PAGE>
<PAGE>

systematic withdrawals, distributions under that
option must be adequate to satisfy the mandatory distribution rules
imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or
annual basis.  Under this option, you may elect payments to start as
early as 28 days after the contract date.  You select the day of the
month when the withdrawals will be made, but it cannot be later than
the 28th day of the month.  If no date is selected, we will make the
withdrawals on the same calendar day of the month as the contract
date.

You may request that we calculate for you the amount that is required
to be withdrawn from your Contract each year based on the information
you give us and various choices you make. For information regarding
the calculation and choices you have to make, see the Statement of
Additional Information.  The minimum dollar amount you can withdraw is
$100.  When we determine the required IRA withdrawal amount for a
taxable year based on the frequency you select, if that amount is less
than $100, we will pay $100. At any time where the IRA withdrawal
amount is greater than the contract value, we will cancel the Contract
and send you the amount of the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each
contract year or cancel this option at any time by sending us
satisfactory notice to our Customer Service Center at least 7 days
before the next scheduled withdrawal date.

An IRA withdrawal in excess of the amount allowed under systematic
withdrawals will be subject to a Market Value Adjustment.

CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED
WITH TAKING WITHDRAWALS.  You are responsible for determining that
withdrawals comply with applicable law.  A withdrawal made before the
taxpayer reaches age 59 1/2 may result in a 10% penalty tax.  See
"Federal Tax Considerations" for more details.


                   TRANSFERS AMONG YOUR INVESTMENTS

You may transfer your contract value among the subaccounts in which
you are invested and your Fixed Interest Allocations at the end of the
free look period until the annuity start date.  We currently do not
charge you for transfers made during a contract year, but reserve the
right to charge $25 for each transfer after the twelfth transfer in a
contract year.  We also reserve the right to limit the number of
transfers you may make and may otherwise modify or terminate transfer
privileges if required by our business judgement or in accordance with
applicable law.  We will apply a Market Value Adjustment to transfers
from a Fixed Interest Allocation taken more than 30 days before its
maturity date, unless the transfer is made under the dollar cost
averaging program.  Transfers between Special Funds and other
investment portfolios will result in a transfer of the Guaranteed
Death Benefit in proportion to the contract value transferred.  In
cases where more than one Guaranteed Death Benefit exists because of
such transfers, each death benefit will be combined to calculate the
total death benefit.

Please be aware that the benefit we pay under an optional benefit rider may
be affected by certain transfers you make while the rider is in effect.
Transfers may also affect your optional rider base.  See "Optional Riders."

Transfers will be based on values at the end of the business day in
which the transfer request and any required paperwork is received at
our Customer Service Center.

                                   36

<PAGE>
<PAGE>

The minimum amount that you may transfer is $100 or, if less, your
entire contract value held in a subaccount or a Fixed Interest
Allocation.

To make a transfer, you must notify our Customer Service Center and
all other administrative requirements must be met.  Any transfer
request received after 4:00 p.m. eastern time or the close of the New
York Stock Exchange will be effected on the next business day.
Account B and the Company will not be liable for following
instructions communicated by telephone or over the internet that we
reasonably believe to be genuine.  We require personal identifying
information to process a request for transfer made over the
telephone or over the internet.

DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if
you have at least $1,200 of contract value in the (i) Limited Maturity
Bond subaccount or the Liquid Asset subaccount, or (ii) a Fixed
Interest Allocation with either a 6-month or a 1-year guaranteed
interest period.  These subaccounts or Fixed Interest Allocations
serve as the source accounts from which we will, on a monthly basis,
automatically transfer a set dollar amount of money to other
subaccounts selected by you.  We also may offer DCA Fixed Interest
Allocations, which are 6-month and 1-year Fixed Interest Allocations
available exclusively for use with the dollar cost averaging program.
The DCA Fixed Interest Allocations require a minimum premium payment
of $1,200 directed into a DCA Fixed Interest Allocation.

The dollar cost averaging program is designed to lessen the impact of
market fluctuation on your investment.  Since we transfer the same
dollar amount to other subaccounts each month, more units of a
subaccount are purchased if the value of its unit is low and less
units are purchased if the value of its unit is high.  Therefore, a
lower than average value per unit may be achieved over the long term.
However, we cannot guarantee this.  When you elect the dollar cost
averaging program, you are continuously investing in securities
regardless of fluctuating price levels.  You should consider your
tolerance for investing through periods of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar
amount you want transferred under this program.  Each monthly transfer
must be at least $100.  If your source account is the Limited Maturity
Bond subaccount, the Liquid Asset subaccount or a 1-year Fixed
Interest Allocation, the maximum amount that can be transferred each
month is your contract value in such source account divided by 12.  If
your source account is a 6-month Fixed Interest Allocation, the
maximum amount that can be transferred each month is your contract
value in such source account divided by 6.  You may change the
transfer amount once each contract year.  If you have a DCA Fixed
Interest Allocation, there is no minimum or maximum transfer amount;
we will transfer all your money allocated to that source account into
the subaccount(s) in equal payments over the selected 6-month or
1-year period.  The last payment will include earnings accrued over the
course of the selected period.  If you make an additional premium
into a Fixed Interest Allocation subject to dollar cost averaging,
the amount of your transfers under the dollar cost averaging program
remains the same, unless you instruct us to increase the transfer amount.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest
Allocation under the dollar cost averaging program are not subject to
a Market Value Adjustment.  However, if you terminate the dollar cost
averaging program for a DCA Fixed Interest Allocation and there is
money remaining in the DCA Fixed Interest Allocation, we will transfer
the remaining money to the Liquid Asset subaccount.  Such transfer
will trigger a Market Value Adjustment if the transfer is made more
than 30 days before the maturity date of the DCA Fixed Interest
Allocation.

                                   37

<PAGE>
<PAGE>

If you do not specify the subaccounts to which the dollar amount of
the source account is to be transferred, we will transfer the money to
the subaccounts in which you are invested on a proportional basis.
The transfer date is the same day each month as your contract date.
If, on any transfer date, your contract value in a source account is
equal or less than the amount you have elected to have transferred,
the entire amount will be transferred and the program will end.  You
may terminate the dollar cost averaging program at any time by sending
satisfactory notice to our Customer Service Center at least 7 days
before the next transfer date. A Fixed Interest Allocation or DCA
Fixed Interest Allocation may not participate in the dollar cost
averaging program and in systematic withdrawals at the same time.

We may in the future offer additional subaccounts or withdraw any
subaccount or Fixed Interest Allocation to or from the dollar cost
averaging program, stop offering DCA Fixed Interest Allocations or
otherwise modify, suspend or terminate this program.  Of course, such
change will not affect any dollar cost averaging programs in operation
at the time.

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the
subaccounts of Account B, you may elect to have your investments in
the subaccounts automatically rebalanced.  We will transfer funds
under your Contract on a quarterly, semi-annual, or annual calendar
basis among the subaccounts to maintain the investment blend of your
selected subaccounts.  The minimum size of any allocation must be in
full percentage points.  Rebalancing does not affect any amounts that
you have allocated to the Fixed Account.  The program may be used in
conjunction with the systematic withdrawal option only if withdrawals
are taken pro rata.  Automatic rebalancing is not available if you
participate in dollar cost averaging.  Automatic rebalancing will not
take place during the free look period.

To participate in automatic rebalancing, send satisfactory notice to
our Customer Service Center.  We will begin the program on the last
business day of the period in which we receive the notice.  You may
cancel the program at any time.  The program will automatically
terminate if you choose to reallocate your contract value among the
subaccounts or if you make an additional premium payment or partial
withdrawal on other than a pro rata basis.  Additional premium
payments and partial withdrawals effected on a pro rata basis will not
cause the automatic rebalancing program to terminate.


                         DEATH BENEFIT CHOICES

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either
the annuitant (when a contract owner is not an individual), the
contract owner or the first of joint owners dies.  Assuming you are
the contract owner, your beneficiary will receive a death benefit
unless the beneficiary is your surviving spouse and elects to continue
the Contract.  The death benefit value is calculated at the close of
the business day on which we receive written notice and due proof of
death, as well as any required paperwork, at our Customer Service
Center.  If your beneficiary elects to delay receipt of the death
benefit until a date after the time of death, the amount of the
benefit payable in the future may be affected.  The proceeds may be
received in a single sum or applied to any of the annuity options.  If
we do not receive a request to apply the death benefit proceeds to an
annuity option, we will make a single sum distribution.  We will
generally pay death benefit proceeds within 7 days after our Customer
Service Center has received sufficient information to make the
payment.

                                   38

<PAGE>
<PAGE>

You may choose from the following 4 death benefit choices: (1) the
Standard Death Benefit Option; (2) the 7% Solution Enhanced Death
Benefit Option; (3) the Annual Ratchet Enhanced Death Benefit Option;
and (4) the Max 7 Enhanced Death Benefit Option.  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.  A change in ownership of the Contract may affect the
amount of the death benefit and the enhanced death benefit.  The
MGWB rider may affect the death benefit.  See "Minimum Guaranteed
Withdrawal Benefit (MGWB) Rider - Death Benefit during Automatic
Periodic Benefit Status."

  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 minus any credits added within 1 year prior to death;
(ii) total premium payments reduced by a pro rata adjustment for any
withdrawal; (iii) the cash surrender value; and (iv) the total premium
payments made under the Contract, plus all credits, reduced by a pro
rata adjustment for any withdrawals, then minus any credits applied
within 1 year prior to death.

  ENHANCED DEATH BENEFITS.  If the 7% Solution Enhanced Death Benefit,
the Annual Ratchet Enhanced Death Benefit or the Max 7 Enhanced
Death Benefit is elected, the death benefit under the Contract is the
greatest of (i) the contract value minus any credits added within 1
year prior to death; (ii) total premium payments reduced by a pro rata
adjustment for any withdrawal; (iii) the cash surrender value; and
(iv) the enhanced death benefit as calculated below minus any credits
added within 1 year prior to death.

  The Max 7 Enhanced Death Benefit is the greater of (1) the 7%
Solution Enhanced Death Benefit or (2) the Annual Ratchet Enhanced
Death Benefit.  Under this benefit option, the 7% Solution Enhanced Death
Benefit and the Annual Ratchet Enhanced Death Benefit are calculated
in the same manner as if each were the elected benefit.

            HOW THE ENHANCED DEATH BENEFIT IS CALCULATED
         7% SOLUTION                        ANNUAL RATCHET
   On each business day that         On each contract anniversary
   occurs on or before the           that occurs on or before the
   contract owner turns 80, we       contract owner turns age 80,
   credit interest at the 7%         we compare the prior enhanced
   annual effective rate* to the     death benefit to the contract
   enhanced death benefit from the   value and select the larger
   preceding day (which would be     amount as the new enhanced
   the initial premium and credit    death benefit.
   if the preceding day is the
   contract date), then we add       On all other days, the
   additional premiums paid and      enhanced death benefit is the
   credits added since the           amount determined below.  We
   preceding day, then we adjust     first take the enhanced death
   for any withdrawals made          benefit from the preceding day
   (including any Market Value       (which would be the initial
   Adjustment applied to such        premium and credit if the
   withdrawals and any associated    valuation date is the contract
   surrender charges**) since the    date) and then we add
   preceding day.  At age 80 or at   additional premiums paid and
   the time the maximum death        credits added since the
   benefit is reached, the           preceding day, then reduce the
   accumulation rate used will       enhanced death benefit pro
   change.                           rata for any contract value
   The maximum enhanced death        withdrawn.  That amount
   benefit is 3 times all premium    becomes the new enhanced
   payments and credits, as          death benefit.
   reduced by adjustments for
   withdrawals.***


                                   39

<PAGE>
<PAGE>

   *The actual interest rate used for calculating the 7% Solution
      Enhanced Death Benefit for the Liquid Asset and Limited
      Maturity Bond investment portfolios and the Fixed Account,
      will be the lesser of (1) 7% and (2) the interest rate, positive
      or negative,  providing a yield on the Guaranteed Death Benefit
      equal to the net return for the current valuation period on
      the contract value allocated to Special Funds.  We may, with
      30 days notice to you, designate any fund as a Special Fund
      on existing contracts with respect to new premiums added to
      such fund and also with respect to new transfers to such
      funds.  Thus, selecting these investments may limit the
      enhanced death benefit.
   **Each premium payment and credit reduced by adjustments for
      any withdrawals and any associated surrender charges
      incurred will continue to grow at the 7% annual effective
      rate until maximum is reached.
   ***Each withdrawal reduces the enhanced death benefit and the
      maximum enhanced death benefit as follows: If total
      withdrawals in a contract year do not exceed 7% of
      cumulative premiums and credits and did not exceed 7% of
      cumulative premiums and credits in any prior contract year,
      such withdrawals will reduce the enhanced death benefit and
      the maximum enhanced death benefit by the amount of the
      withdrawal (and any associated surrender charge) including
      any Market Value Adjustment.  Once withdrawals in any
      contract year exceed 7% of cumulative premiums, withdrawals
      will reduce the enhanced death benefit and the maximum
      enhanced death benefit in proportion to the reduction in
      contract value.

   Pro rata withdrawal adjustment on all Death Benefit options is
      calculated by (i) dividing the contract value withdrawn by
      the contract value immediately prior to the withdrawal, and
      then (ii) multiplying the result by the amount of the
      applicable Death Benefit immediately prior to the
      withdrawal.

The Enhanced Death Benefits 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 less than 80
years old at the time of purchase.  Enhanced Death Benefits are not
available where a Contract is owned by joint owners.

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.

CONTINUATION AFTER DEATH-SPOUSE
If at the Owner's death, the surviving spouse of the deceased Owner is
the beneficiary and such surviving spouse elects to continue the
contract as his or her own the following will apply:

If the guaranteed death benefit as of the date we receive due proof of
death, minus the contract value also on that date, is greater than
zero, we will add such difference to the contract value.  Such
addition will be allocated to the variable subaccounts in proportion
to the contract value in the subaccounts.  If there is no contract
value in any subaccount, the addition will be allocated to the Liquid
Assets subaccount, or its successor.

The death benefit will continue to apply, with all age criteria using
the surviving spouse's age as the determining age.

At subsequent surrender, any surrender charge applicable to premiums
paid prior to the date we receive due proof of death of the Owner will
be waived.  Any premiums paid later will be subject to any applicable
surrender charge.

                                   40

<PAGE>
<PAGE>

This addition to contract value is available only to the spouse of the
owner as of the date of death of the owner if such spouse under the
provisions if this contract elects to continue the contract as his or
her own.

CONTINUATION AFTER DEATH-NON SPOUSE
If the beneficiary or surviving joint owner is not the spouse of the
owner, the contract may continue in force subject to normal
distribution rules.


                           CHARGES AND FEES
We deduct the charges described below to cover our cost and expenses,
services provided and risks assumed under the Contracts.  We incur
certain costs and expenses for distributing and administrating the
Contracts, for paying the benefits payable under the Contracts and for
bearing various risks associated with the Contracts.  The amount of a
charge will not always correspond to the actual costs associated.  For
example, the surrender charge collected may not fully cover all of the
distribution expenses incurred by us with the service or benefits
provided.  In the event there are any profits from fees and charges
deducted under the Contract, we may use such profits to finance the
distribution of contracts.

CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value deducted
directly from a single subaccount designated by the Company.  We
currently use the Liquid Asset subaccount for this purpose.  If you do
not elect this option, or if the amount of the charges is greater than
the amount in the designated subaccount, the charges will be deducted
as discussed below.  You may cancel this option at any time by sending
satisfactory notice to our Customer Service Center.

CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:

  SURRENDER CHARGE.  We will deduct a contingent deferred sales charge
(a "surrender charge") if you surrender your Contract or if you take a
withdrawal in excess of the Free Withdrawal Amount during the 9-year
period from the date we receive and accept a premium payment.  The
surrender charge is based on a percentage of each premium payment withdrawn.
This charge is intended to cover sales expenses that we have incurred.
We may in the future reduce or waive the surrender charge in certain
situations and will never charge more than the maximum surrender
charges.  The percentage of premium payments deducted at the time of
surrender or excess withdrawal depends on the number of complete years
that have elapsed since that premium payment was made.  We determine
the surrender charge as a percentage of each premium payment withdrawn as
follows:

  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8   9+
     SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

  WAIVER OF SURRENDER CHARGE FOR EXTENDED MEDICAL CARE.  We will waive
the surrender charge in most states in the following events: (i) you
begin receiving qualified extended medical care on or after the first
contract anniversary for at least 45 days during a 60 day period and
your request for the surrender or withdrawal, together with all required
documentation is received at our Customer Service Center during the
term of your care or within 90 days after the last day of your

                                   41

<PAGE>
<PAGE>

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.  If we waive the surrender charge, we will deduct any
credit added to your contract value within 1 year of the withdrawal, and
we will not add any additional credit to any additional premium you pay on
or after the date of any such waiver.

  FREE WITHDRAWAL AMOUNT.  The Free Withdrawal Amount in any contract
year is 10% of your contract value on the date of withdrawal less any
withdrawals during that 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 subaccount or Fixed
Interest Allocation from which the excess withdrawal was taken.  In
instances where the excess withdrawal equals the entire contract value
in such subaccounts or Fixed Interest Allocations, we will deduct
charges proportionately from all other subaccounts and Fixed Interest
Allocations in which you are invested.  ANY WITHDRAWAL FROM A FIXED
INTEREST ALLOCATION MORE THAN 30 DAYS BEFORE ITS MATURITY DATE WILL
TRIGGER A MARKET VALUE ADJUSTMENT.

For the purpose of calculating the surrender charge for an excess
withdrawal: a) we treat premiums as being withdrawn on a first-in,
first-out basis; and b) amounts withdrawn which are not considered an
excess withdrawal are not considered a withdrawal of any premium
payments.  We have included an example of how this works in Appendix
C.  Although we treat premium payments as being withdrawn before
earnings for purpose of calculating the surrender charge for excess
withdrawals, the federal tax law treats earnings as withdrawn first.

  PREMIUM TAXES.  We may make a charge for state and local premium
taxes depending on your state of residence.  The tax can range from 0%
to 3.5% of the premium payment.  We have the right to change this
amount to conform with changes in the law or if you change your state
of residence.

We deduct the premium tax from your contract value (or from the MGIB
Base, if exercised) on the annuity start date.  However, some
jurisdictions impose a premium tax at the time the initial and
additional premiums are paid, regardless of when the annuity payments
begin.  In those states, we may defer collection of the premium taxes
from your contract value and deduct it when you surrender the
Contract, when you take an excess withdrawal or on the annuity start
date.

  ADMINISTRATIVE CHARGE.  We deduct the 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

                                   42

<PAGE>
<PAGE>

surrender
value payable to you.  The amount deducted is $40 per Contract.  This
charge is waived if you have a contract value of $100,000 or more at
the end of a contract year or the sum of the premiums paid equals or
exceeds $100,000.  We deduct the charge proportionately from all
subaccounts in which you are invested. If there is no contract value
in those subaccounts, we will deduct the charge from your Fixed
Interest Allocations starting with the guaranteed interest periods
nearest their maturity dates until the charge has been paid.

  TRANSFER CHARGE.  We currently do not deduct any charges for
transfers made during a contract year.  We have the right, however, to
assess up to $25 for each transfer after the twelfth transfer in a
contract year.  If such a charge is assessed, we would deduct the
charge from the subaccounts and the Fixed Interest Allocations from
which each such transfer is made in proportion to the amount being
transferred from each such subaccount and Fixed Interest Allocation
unless you have chosen to have all charges deducted from a single
subaccount.  The charge will not apply to any transfers due to the
election of dollar cost averaging, automatic rebalancing and transfers
we make to and from any subaccount specially designated by the Company
for such purpose.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
  MORTALITY AND EXPENSE RISK CHARGE.  The mortality and expense risk
charge is deducted each business day.  The amount of the mortality and
expense risk charge depends on the death benefit you have elected. If
you have elected the Standard Death Benefit, the charge, on an annual
basis, is equal to 1.30% of the assets you have in each subaccount.
The charge is deducted on each business day at the rate of .003585%
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
1.45% for the Annual Ratchet Enhanced Death Benefit, 1.65% for the 7%
Solution Enhanced Death Benefit or 1.75% for the Max 7 Enhanced
Death Benefit, of the assets you have in each subaccount.  The charge
is deducted each business day at the rate of .004002%, .004558%, or
 .004837%, respectively, for each day since the previous business day.

  ASSET-BASED ADMINISTRATIVE CHARGE.  The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the
assets you have in each subaccount.  The charge is deducted on each
business day at the rate of .000411% for each day since the previous
business day.  This charge is deducted daily from your assets in each
subaccount.

OPTIONAL RIDER CHARGES
Subject to state availability, you may purchase one of three optional
benefit riders that you may elect at issue.  So long as the rider is
in effect, we will deduct a separate quarterly charge for each
optional benefit rider through a pro rata reduction of the contract
value of the subaccounts in which you are invested.  If there is
insufficient contract value in the subaccount, we will deduct the
charges from your Fixed Interest Allocations nearest their maturity
date.  We deduct each rider charge on each quarterly
contract anniversary in arrears, meaning the first charge will be
deducted on the first quarterly anniversary following the rider date.
For a description of the riders and the defined terms used in
connection with the riders, see "The Annuity Contract - Optional
Riders."

                                   43

<PAGE>
<PAGE>

     MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB).  The quarterly charge for
     the MGAB rider is as follows:

       Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year............0.125% of the MGAB Charge Base (0.50% annually)
       20 Year............0.125% of the MGAB Charge Base (0.50% annually)

The MGAB Charge Base is the total of (i) the MGAB Base on the rider
date, and (ii) premiums and credits during the 2-year period
commencing on the rider date, reduced pro rata for withdrawals
and reduced for transfers made within the last 3 years
prior to the MGAB Benefit Date.  We will deduct
charges only during your ten-year or twenty-year waiting period,
as applicable.  If you surrender or annuitize your Contract, we will
deduct a pro rata portion of the charge for the current quarter
based on the current quarterly charge rate and MGAB Charge Base
immediately prior to the surrender or annuitization.

     MINIMUM GUARANTEED INCOME BENEFIT (MGIB).  The quarterly charge
for the MGIB rider is as follows:

       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% ................0.05% of the MGIB Base  (0.20% annually)
       3%.................0.08% of the MGIB Base  (0.32% annually)
       5%.................0.10% of the MGIB Base  (0.40% annually)
       6%.................0.15% of the MGIB Base  (0.60% annually)
       7%.................0.125% of the MGIB Base  (0.50% annually)

The MGIB Base is the total of premiums paid and credits added during the 5-year
period after the rider date, reduced pro rata for all withdrawals taken while
the MGIB rider is in effect, and accumulated at the MGIB Base Rate (7% for all
portfolios except the Special Funds).  If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your MGIB Base
immediately prior to the surrender or annuitization.

  MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB).  The quarterly charge
for the MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible
Payment Amount. The original MGWB Payment Amount is equal to all premiums
paid and credits added during the first two contract years following the rider
date.  When we calculate the MGWB rider charge, we do not reduce the Eligible
Payment Amount by the amount of any withdrawals taken while the MGWB rider
is in effect.  We will deduct charges only during the period before your
Contract's Automatic Periodic Benefit Status.  If you surrender or annuitize
your Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your original MGWB
Eligible Payment Amount, and applicable credits, immediately prior to the
surrender or annuitization.

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of
the Trusts.  Please read the respective Trust prospectus for details.


                          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. The MGIB annuity
benefit may be available if you have purchased the MGIB rider, provided
the waiting period and other specified conditions have been met.

                                   44

<PAGE>
<PAGE>

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) under applicable law, 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 annuity start date, which is the date on which the
annuity payments commence.  The annuity start date must be at least 5
years from the contract date but before the month immediately
following the annuitant's 90th birthday, or 10 years from the contract
date, if later.  If, on the annuity start date, a surrender charge
remains, the elected annuity option must include a period certain of
at least 5 years.

If you do not select an annuity start date, it will automatically
begin in the month following the annuitant's 90th birthday, or 10
years from the contract date, if later.

If the annuity start date occurs when the annuitant is at an advanced
age, such as over age 85, it is possible that the Contract will not be
considered an annuity for federal tax purposes.  See "Federal Tax
Considerations" and the Statement of Additional Information.  For a
Contract purchased in connection with a qualified plan, other than a
Roth IRA, distributions must commence not later than April 1st of the

                                   45

<PAGE>
<PAGE>

calendar year following the calendar year in which you attain age
70 1/2 or, in some cases, retire.  Distributions may be made through
annuitization or withdrawals.  You should consult your tax adviser for
tax advice.

FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments.  They may be
monthly, quarterly, semi-annually or annually.  If we do not receive
written notice from you, we will make the payments monthly.  There may
be certain restrictions on minimum payments that we will allow.

THE ANNUITY OPTIONS
We offer the 4 annuity options shown below.  Payments under Options 1,
2 and 3 are fixed.  Payments under Option 4 may be fixed or variable.
For a fixed annuity option, the contract value in the subaccounts is
transferred to the Company's general account.

  OPTION 1.  INCOME FOR A FIXED PERIOD.  Under this option, we make
monthly payments in equal installments for a fixed number of years
based on the contract value on the annuity start date.  We guarantee
that each monthly payment will be at least the amount stated in your
Contract.  If you prefer, you may request that payments be made in
annual, semi-annual or quarterly installments.  We will provide you
with illustrations if you ask for them.  If the cash surrender value
or contract value is applied under this option, a 10% penalty tax may
apply to the taxable portion of each income payment until the contract
owner reaches age 59 1/2.
  OPTION 2.  INCOME FOR LIFE WITH A PERIOD CERTAIN.  Payment is made
for the life of the annuitant in equal monthly installments and
guaranteed for at least a period certain such as 10 or 20 years.
Other periods certain may be available to you on request. You may
choose a refund period instead.  Under this arrangement, income is
guaranteed until payments equal the amount applied.  If the person
named lives beyond the guaranteed period, payments continue until his
or her death.  We guarantee that each payment will be at least the
amount specified in the Contract corresponding to the person's age on
his or her last birthday before the annuity start date.  Amounts for
ages not shown in the Contract are available if you ask for them.
  OPTION 3.  JOINT LIFE INCOME.  This option is available when there
are 2 persons named to determine annuity payments.  At least one of
the persons named must be either the contract owner or beneficiary of
the Contract.  We guarantee monthly payments will be made as long as
at least one of the named persons is living.  There is no minimum
number of payments.  Monthly payment amounts are available if you ask
for them.
  OPTION 4.  ANNUITY PLAN.  The contract value can be applied to any
other annuitization plan that we choose to offer on the annuity start
date.  Annuity payments under Option 4 may be fixed or variable.  If
variable and subject to the Investment Company Act of 1940, it will
comply with the requirements of such Act.

PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts
still due as provided in the annuity agreement between you and Golden
American.  The amounts we will pay are determined as follows:
    (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

                                   46

<PAGE>
<PAGE>

       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.
    (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.


                       OTHER CONTRACT PROVISIONS

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of
each calendar quarter.  The report will show the contract value, cash
surrender value, and the death benefit as of the end of the calendar
quarter.  The report will also show the allocation of your contract
value and reflects the amounts deducted from or added to the contract
value since the last report.  You have 30 days to notify our Customer
Service Center of any errors or discrepancies contained in the report
or in any confirmation notices.  We will also send you copies of any
shareholder reports of the investment portfolios in which Account B
invests, as well as any other reports, notices or documents we are
required by law to furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any
payment or determination of values on any business day (1) when the
New York Stock Exchange is closed; (2) when trading on the New York
Stock Exchange is restricted; (3) when an emergency exists as
determined by the SEC so that the sale of securities held in 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 SEC so permits for the protection of security holders.
We have the right to delay payment of amounts from a Fixed Interest
Allocation for up to 6 months.

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or sex given in the application or enrollment form is
misstated, the amounts payable or benefits provided by the Contract
shall be those that the premium payment would have bought at the
correct age or sex.

ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a
loan but you should understand that your rights and any beneficiary's
rights may be subject to the terms of the assignment.  An assignment
may have federal tax consequences.  You must give us satisfactory
written notice at our Customer Service Center in order to make or
release an assignment.  We are not responsible for the validity of any
assignment.

CONTRACT CHANGES--APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to
qualify the Contract as an annuity under applicable federal tax law.
You will be given advance notice of such changes.

                                   47

<PAGE>
<PAGE>

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.  Your state may require a longer free look period. To cancel,
you need to send your Contract to our Customer Service Center or to
the agent from whom you purchased it.  We will refund the contract
value.  For purposes of the refund during the free look period, (i) we
adjust your contract value for any market value adjustment (if you
have invested in the fixed account), (ii) then we exclude any credit
initially applied, and (iii) then we include a refund of any charges
deducted from your contract value.  Because of the market risks
associated with investing in the portfolios and the potential positive
or negative effect of the market value adjustment, the contract value
returned may be greater or less than the premium payment you paid.
Some states require us to return to you the amount of the paid premium
(rather than the contract value) in which case you will not be subject
to investment risk during the free look period.  In these states, your
premiums designated for investment in the subaccounts will be
allocated during the free look period to a subaccount specially
designated by the Company for this purpose (currently, the Liquid
Asset subaccount).  We may, in our discretion, require that premiums
designated for investment in the subaccounts from all other states as
well as premiums designated for a Fixed Interest Allocation be
allocated to the specially designated subaccount during the free look
period.  Your Contract is void as of the day we receive your Contract
and cancellation request.  We determine your contract value at the
close of business on the day we receive your written request.  If you
keep your Contract after the free look period, we will put your money
in the subaccount(s) chosen by you, based on the accumulation unit
value next computed for each subaccount, and/or in the Fixed Interest
Allocation chosen by you.

GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any
surrender, administration, and mortality and expense risk charges.
We may also change the minimum initial and additional premium
requirements, or offer an alternative or reduced death benefit.

SELLING THE CONTRACT
Directed Services, Inc. is the 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 which in turn pays the writing agent.  The principal address
of Directed Services is 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers
affiliated with Fleet Financial Group, Inc. to sell the Contracts
through registered representatives who are licensed to sell securities
and variable insurance products.  These broker-dealers are registered
with the SEC and are members of the National Association of Securities
Dealers, Inc.  Directed Services receives a maximum of 4.5%
commission, and passes through 100% of the commission to the Fleet
affiliated broker-dealer whose registered representative sold the
contract.

                                   48

<PAGE>
<PAGE>

                        UNDERWRITER COMPENSATION
         ----------------------------------------------------------
         |     NAME OF     |     AMOUNT OF     |      OTHER       |
         |    PRINCIPAL    |  COMMISSION TO BE |   COMPENSATION   |
         |   UNDERWRITER   |        PAID       | Reimbursement of |
         |                 |  Maximum of 4.5%  |       any        |
         |     Directed    |   of any initial  | covered expenses |
         |  Services, Inc. |   or additional   |     incurred     |
         |                 |  premium payments.|  by registered   |
         |                 |                   | representatives  |
         |                 |                   |       in         |
         |                 |                   | connection with  |
         |                 |                   | the distribution |
         |                 |                   |      of the      |
         |                 |                   |    Contracts.    |
         |                 |                   |                  |
         ----------------------------------------------------------

We do not pay any additional commissions on the sale or exercise of
any of the optional benefit riders offered in this prospectus.

                           OTHER INFORMATION
VOTING RIGHTS
We will vote the shares of a Trust owned by Account B according to
your instructions.  However, if the Investment Company Act of 1940 or
any related regulations should change, or if interpretations of it or
related regulations should change, and we decide that we are permitted
to vote the shares of a Trust in our own right, we may decide to do
so.

We determine the number of shares that you have in a subaccount by
dividing the Contract's contract value in that subaccount by the net
asset value of one share of the portfolio in which a subaccount
invests.  We count fractional votes.  We will determine the number of
shares you can instruct us to vote 180 days or less before a Trust's
meeting.  We will ask you for voting instructions by mail at least 10
days before the meeting.  If we do not receive your instructions in
time, we will vote the shares in the same proportion as the
instructions received from all contracts in that subaccount.  We will
also vote shares we hold in Account B which are not attributable to
contract owners in the same proportion.

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.

                                   49

<PAGE>
<PAGE>

LEGAL PROCEEDINGS
The Company, like other insurance companies, may be involved in
lawsuits, including class action lawsuits.  In some class action and
other lawsuits involving insurers, substantial damages have been
sought and/or material settlement payments have been made.  We believe
that currently there are no pending or threatened lawsuits that are
reasonably likely to have a materially adverse impact on the Company
or Account B.

LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R. Tashman,
Esquire, Executive Vice President, General Counsel and Secretary of
Golden American.  Sutherland Asbill & Brennan LLP of Washington, D.C.
has provided advice on certain matters relating to federal securities
laws.

EXPERTS
The audited financial statements of Golden American Life Insurance
Company and Account B appearing in this Prospectus or in the Statement
of Additional Information and Registration Statement have been audited
by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon appearing in this Prospectus or in the Statement of
Additional Information and in the Registration Statement and are
included or incorporated by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and
auditing.


                      FEDERAL TAX CONSIDERATIONS
The following summary provides a general description of the federal
income tax considerations associated with this Contract and does not
purport to be complete or to cover all tax situations.  This
discussion is not intended as tax advice.  You should consult your
counsel or other competent tax advisers for more complete information.
This discussion is based upon our understanding of the present federal
income tax laws.  We do not make any representations as to the
likelihood of continuation of the present federal income tax laws or
as to how they may be interpreted by the IRS.

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or
purchased on a tax-qualified basis.  Qualified Contracts are designed
for use by individuals whose premium payments are comprised solely of
proceeds from and/or contributions under retirement plans that are
intended to qualify as plans entitled to special income tax treatment
under Sections 401(a), 403(b), 408, or 408A of the Code.  The ultimate
effect of federal income taxes on the amounts held under a Contract,
or annuity payments, depends on the type of retirement plan, on the
tax and employment status of the individual concerned, and on our tax
status.  In addition, certain requirements must be satisfied in
purchasing a qualified Contract with proceeds from a tax-qualified
plan and receiving distributions from a qualified Contract in order to
continue receiving favorable tax treatment.  Some retirement plans are
subject to distribution and other requirements that are not
incorporated into our Contract administration procedures.  Contract
owners, participants and beneficiaries are responsible for determining
that contributions, distributions and other transactions with respect
to the Contract comply with applicable law.  Therefore, you should
seek competent legal and tax advice regarding the suitability of a
Contract for your particular situation.  The following discussion
assumes that qualified Contracts are purchased with proceeds from
and/or contributions under retirement plans that qualify for the
intended special federal income tax treatment.

                                   50

<PAGE>
<PAGE>

TAX STATUS OF THE CONTRACTS
  DIVERSIFICATION REQUIREMENTS.  The Code requires that the
investments of a variable account be "adequately diversified" in order
for nonqualified Contracts to be treated as annuity contracts for federal
income tax purposes.  It is intended that Account B, through the
subaccounts, will satisfy these diversification requirements.

In certain circumstances, owners of variable annuity contracts have
been considered for federal income tax purposes to be the owners of
the assets of the separate account supporting their contracts due to
their ability to exercise investment control over those assets.  When
this is the case, the contract owners have been currently taxed on
income and gains attributable to the separate account assets.  There
is little guidance in this area, and some features of the Contracts,
such as the flexibility of a contract owner to allocate premium
payments and transfer contract values, have not been explicitly
addressed in published rulings.  While we believe that the  Contracts
do not give contract owners investment control over Account B assets,
we reserve the right to modify the Contracts as necessary to prevent a
contract owner from being treated as the owner of the Account B assets
supporting the Contract.

  REQUIRED DISTRIBUTIONS.  In order to be treated as an annuity
contract for federal income tax purposes, the Code requires any non-
qualified Contract to contain certain provisions specifying how your
interest in the Contract will be distributed in the event of your
death.  The non-qualified Contracts contain provisions that are
intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued.
We intend to review such provisions and modify them if necessary to
assure that they comply with the applicable requirements when such
requirements are clarified by regulation or otherwise.  See "Death
Benefit Choices" for additional information on required distributions
from nonqualified contracts.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts will qualify
as annuity contracts for federal income tax purposes.

TAX TREATMENT OF ANNUITIES
  IN GENERAL.  We believe that if you are a natural person you will
generally not be taxed on increases in the value of a Contract until
a distribution occurs or until annuity payments begin.  (For these
purposes, the agreement to assign or pledge any portion of the
contract value, and, in the case of a qualified Contract, any portion
of an interest in the qualified plan, generally will be treated as
a distribution.)

TAXATION OF NON-QUALIFIED CONTRACTS
  NON-NATURAL PERSON.  The owner of any annuity contract who is not
a natural person generally must include in income any increase in the
excess of the contract value over the "investment in the contract"
(generally, the premiums or other consideration you paid for the
contract less any nontaxable withdrawals) during the taxable year.
There are some exceptions to this rule and a prospective contract
owner that is not a natural person may wish to discuss these with
a tax adviser.  The following discussion generally applies to
Contracts owned by natural persons.

                                   51

<PAGE>
<PAGE>

  WITHDRAWALS.  When a withdrawal from a non-qualified Contract
occurs (including amounts paid to you under the MGWB rider), the amount
received will be treated as ordinary income subject to tax up to an
amount equal to the excess (if any) of the contract value (unreduced
by the amount of any surrender charge) immediately before the
distribution over the contract owner's investment in the Contract at
that time.  Credits constitute earnings (not premiums) for federal
tax purposes and are not included in the owner's investment in the
Contract.  The tax treatment of market value adjustments is uncertain.
You should consult a tax adviser if you are considering taking a
withdrawal from your Contract in circumstances where a market value
adjustment would apply.

In the case of a surrender under a non-qualified Contract, the amount
received generally will be taxable only to the extent it exceeds the
contract owner's investment in the Contract.

  PENALTY TAX ON CERTAIN WITHDRAWALS.  In the case of a distribution
from a non-qualified Contract, there may be imposed a federal tax
penalty equal to 10% of the amount treated as income.  In general,
however, there is no penalty on distributions:

     o   made on or after the taxpayer reaches age 59 1/2;

     o   made on or after the death of a contract owner;

     o   attributable to the taxpayer's becoming disabled; or

     o   made as part of a series of substantially equal periodic
           payments for the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and
special rules may be applicable in connection with the exceptions
enumerated above.  A tax adviser should be consulted with regard to
exceptions from the penalty tax.

  ANNUITY PAYMENTS.  Although tax consequences may vary depending on
the payment option elected under an annuity contract, a portion of
each annuity payment is generally not taxed and the remainder is taxed
as ordinary income.  The non-taxable portion of an annuity payment is
generally determined in a manner that is designed to allow you to
recover your investment in the Contract ratably on a tax-free basis
over the expected stream of annuity payments, as determined when
annuity payments start.  Once your investment in the Contract has been
fully recovered, however, the full amount of each annuity payment is
subject to tax as ordinary income.

  TAXATION OF DEATH BENEFIT PROCEEDS.  Amounts may be distributed from
a Contract because of your death or the death of the annuitant.
Generally, such amounts are includible in the income of recipient as
follows:  (i) if distributed in a lump sum, they are taxed in the same
manner as a surrender of the Contract, or (ii) if distributed under a
payment option, they are taxed in the same way as annuity payments.

  TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT.
A transfer or assignment of ownership of a Contract, the designation
of an annuitant, the selection of certain dates for commencement of
the annuity phase, or the exchange of a Contract may result in certain
tax consequences to you that are not discussed herein.  A contract
owner contemplating any such transfer, assignment or exchange, should
consult a tax adviser as to the tax consequences.

                                   52

<PAGE>
<PAGE>

  WITHHOLDING.  Annuity distributions are generally subject to
withholding for the recipient's federal income tax liability.
Recipients can generally elect, however, not to have tax withheld from
distributions.

  MULTIPLE CONTRACTS.  All non-qualified deferred annuity contracts
that are issued by us (or our affiliates) to the same contract owner
during any calendar year are treated as one non-qualified deferred no
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 the
later of April 1 of the calendar year following the calendar year in
which the contract owner (or plan participant) reaches age 70 1/2.
Roth IRAs under Section 408A do not require distributions at any time
before the contract owner's death.

  WITHHOLDING.  Distributions from certain qualified plans generally
are subject to withholding for the contract owner's federal income tax
liability.  The withholding rates vary according to the type of
distribution and the contract owner's tax status.  The contract owner
may be provided the opportunity to elect not to have tax withheld from
distributions.  "Eligible rollover distributions" from section 401(a)
plans and section 403(b) tax-sheltered annuities are subject to a
mandatory federal income tax withholding of 20%.  An eligible rollover
distribution is the taxable portion of any distribution from such

                                   53

<PAGE>
<PAGE>

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 a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the
Code.

If any contract owner of a non-qualified Contract dies before the
annuity start date, the death benefit payable to the beneficiary will
be distributed as follows:  (a) the death benefit must be completely
distributed within 5 years of the contract owner's date of death; or
(b) the beneficiary may elect, within the 1-year period after the
contract owner's date of death, to receive the death benefit in the
form of an annuity from us, provided that  (i) such annuity is
distributed in substantially equal installments over the life of such
beneficiary or over a period not extending beyond the life expectancy
of such beneficiary; and (ii) such distributions begin not later than
1 year after the contract owner's date of death.

Notwithstanding (a) and (b) above, if the sole contract owner's
beneficiary is the deceased owner's surviving spouse, then such spouse
may elect to continue the Contract under the same terms as before the
contract owner's death.  Upon receipt of such election from the spouse
at our Customer Service Center:  (1) all rights of the spouse as
contract owner's beneficiary under the Contract in effect prior to
such election will cease; (2) the spouse will become the owner of the
Contract and will also be treated as the contingent annuitant, if none
has been named and only if the deceased owner was the annuitant; and
(3) all rights and privileges granted by the Contract or allowed by
Golden American will belong to the spouse as contract owner of the
Contract.  This election will be deemed to have been made by the
spouse if such spouse makes a premium payment to the Contract or fails
to make a timely election as described in this paragraph.  If the
owner's beneficiary is a nonspouse, the distribution provisions
described in subparagraphs (a) and (b) above, will apply even if the
annuitant and/or contingent annuitant are alive at the time of the
contract owner's death.

If we do not receive an election from a nonspouse owner's beneficiary
within the 1-year period after the contract owner's date of death,
then we will pay the death benefit to the owner's beneficiary in a
cash payment within five years from date of death.  We will determine
the death benefit as of the date we receive proof of death.  We will
make payment of the proceeds on or before the end of the 5-year period
starting on the owner's date of death.  Such cash payment will be in
full settlement of all our liability under the Contract.

If 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.

                                   54

<PAGE>
<PAGE>

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish
various types of retirement plans for employees, and permits self-
employed individuals to establish these plans for themselves and their
employees.  These retirement plans may permit the purchase of the
Contracts to accumulate retirement savings under the plans.  Adverse
tax or other legal consequences to the plan, to the participant, or to
both may result if this Contract is assigned or transferred to any
individual as a means to provide benefit payments, unless the plan
complies with all legal requirements applicable to such benefits
before transfer of the Contract.  Employers intending to use the
Contract with such plans should seek competent advice.

INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to
an individual retirement program known as an "Individual Retirement
Annuity" or "IRA."  These IRAs are subject to limits on the amount
that can be contributed, the deductible amount of the contribution,
the persons who may be eligible, and the time when distributions
commence.  Also, distributions from certain other types of qualified
retirement plans may be "rolled over" or transferred on a tax-deferred
basis into an IRA.  There are significant restrictions on rollover or
transfer contributions from Savings Incentive Match Plans (SIMPLE),
under which certain employers may provide contributions to IRAs on
behalf of their employees, subject to special restrictions.  Employers
may establish Simplified Employee Pension (SEP) Plans to provide IRA
contributions on behalf of their employees.  Sales of the Contract for
use with IRAs may be subject to special requirements of the IRS.

ROTH IRAS
Section 408A of the Code permits certain eligible individuals to
contribute to a Roth IRA.  Contributions to a Roth IRA, which are
subject to certain limitations, are not deductible, and must be made
in cash or as a rollover or transfer from another Roth IRA or other
IRA.  A rollover from or conversion of an IRA to a Roth IRA may be
subject to tax, and other special rules may apply.  Distributions from
a Roth IRA generally are not taxed, except that, once aggregate
distributions exceed contributions to the Roth IRA, income tax and a
10% penalty tax may apply to distributions made (1) before age 59 1/2
(subject to certain exceptions) or (2) during the five taxable years
starting with the year in which the first contribution is made to any
Roth IRA.

TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section
501(c)(3) organizations and public schools to exclude from their gross
income the premium payments made, within certain limits, on a Contract
that will provide an annuity for the employee's retirement.  These
premium payments may be subject to FICA (social security) tax.
Distributions of (1) salary reduction contributions made in years
beginning after December 31, 1988; (2) earnings on those
contributions; and (3) earnings on amounts held as of the last year
beginning before January 1, 1989, are not allowed prior to age 59 1/2,
separation from service, death or disability.  Salary reduction
contributions may also be distributed upon hardship, but would
generally be subject to penalties.

ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may
exceed the greater of the premium payments or the contract value.  The
Internal Revenue Service has not ruled whether an Enhanced Death
Benefit could be characterized as an incidental benefit, the amount of
which is limited in any Code section 401(a) pension or profit-sharing
plan or Code section 403(b) tax-sheltered annuity.

                                   55

<PAGE>
<PAGE>

Employers using
the Contract may want to consult their tax adviser regarding such
limitation.  Further, the Internal Revenue Service has not addressed
in a ruling of general applicability whether a death benefit provision
such as the Enhanced Death Benefit provision in the Contract comports
with IRA or Roth IRA qualification requirements.

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.

                                   56

<PAGE>
<PAGE>


[Shaded Section Header]
--------------------------------------------------------------------------
      MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

SELECTED FINANCIAL DATA

The following selected financial data prepared in accordance with
generally accepted accounting principles ("GAAP") for Golden
American should be read in conjunction with the financial
statements and notes thereto included in this prospectus.

On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of
Equitable of Iowa Companies ("Equitable of Iowa"), according to a
merger agreement among Equitable of Iowa, PFHI, and ING Groep N.V.
(the "ING acquisition").  On August 13, 1996, Equitable of Iowa
acquired all of the outstanding capital stock of BT Variable,
Inc., then the parent of Golden American (the "Equitable
acquisition").  For financial statement purposes, the ING
acquisition was accounted for as a purchase effective October 25,
1997 and the Equitable acquisition was accounted for as a purchase
effective August 14, 1996.  As a result, the financial data
presented below for periods after October 24, 1997, are presented
on the Post-Merger new basis of accounting, for the period August
14, 1996 through October 24, 1997, are presented on the Post-
Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented on the Pre-Acquisition basis of accounting.

<TABLE>

                                       SELECTED GAAP BASIS FINANCIAL DATA
                                              (IN THOUSANDS)
                                  Post-Merger                       |       Post-Acquisition
                        --------------------------------------------|---------------------------------
                        For the Period     For       For the Period | For the Period  For the Period
                       January 1, 1999   the Year      October 25,  |   January 1,    August 14, 1996
                           through        Ended       1997 through  |  1997 through    1996 through
                        September 30,  December 31,   December 31,  |   October 24,    December 31,
                            1999           1998           1997      |      1997            1996
                        ------------   ------------  -------------- | --------------  ---------------
<S>                       <C>           <C>            <C>          |     <C>            <C>
Annuity and Interest                                                |
  Sensitive Life                                                    |
  Product Charges.......  $   55,195    $   39,119     $    3,834   |     $18,288        $    8,768
Net Income before                                                   |
  Federal Income Tax....  $    7,269    $   10,353     $     (279)  |     $  (608)       $      570
Net Income (Loss).......  $    3,551    $    5,074     $     (425)  |     $   729        $      350
Total Assets............  $7,312,027    $4,752,533     $2,446,395   |       N/A          $1,677,899
Total Liabilities.......  $6,858,151    $4,398,639     $2,219,082   |       N/A          $1,537,415
Total Stockholder's                                                 |
  Equity................  $  453,876    $  353,894     $  227,313   |       N/A          $  140,484

</TABLE>

<TABLE>

                                    (IN THOUSANDS)
                                   Pre-Acquisition
                         ---------------------------------------
                          For the Period
                           January 1,         For the Years
                          1996 through      Ended December 31,
                           August 13,     ----------------------
                              1996           1995        1994
                         --------------   ----------  ----------
<S>                           <C>         <C>         <C>
Annuity and Interest
  Sensitive Life
  Product Charges.......     $12,259      $  18,388   $   17,519
Net Income before
  Federal Income Tax....     $ 1,736      $    3,364  $    2,222
Net Income (Loss).......     $ 3,199      $    3,364  $    2,222
Total Assets............        N/A       $1,203,057  $1,044,760
Total Liabilities.......        N/A       $1,104,932  $  955,254
Total Stockholder's
  Equity................        N/A       $   98,125  $   89,506

</TABLE>

                                    39

<PAGE>
<PAGE>

BUSINESS ENVIRONMENT

The current business and regulatory environment remains
challenging for the insurance industry.  The variable annuity
competitive environment is intense and is dominated by a number of
large variable product companies with strong distribution, name
recognition and wholesaling capabilities.  Increasing competition
from traditional insurance carriers as well as banks and mutual
fund companies offer consumers many choices.  However, overall
demand for variable products remains strong for several reasons
including: strong stock market performance over the last five
years; relatively low interest rates; an aging U. S. population
that is increasingly concerned about retirement and estate
planning, as well as maintaining their standard of living in
retirement; and potential reductions in government and employer-
provided benefits at retirement as well as lower public confidence
in the adequacy of those benefits.

In October of 1997, Golden American introduced three new variable
annuity products (GoldenSelect Access, GoldenSelect ES II and
GoldenSelect Premium Plus) which have contributed significantly to
sales.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

The purpose of this section is to discuss and analyze Golden
American Life Insurance Company's ("Golden American") consolidated
results of operations. In addition, some analysis and information
regarding financial condition and liquidity and capital resources
has also been provided. This analysis should be read jointly with
the consolidated financial statements, related notes and the
Cautionary Statement Regarding Forward-Looking Statements, which
appear elsewhere in the financial report. Golden American reports
financial results on a consolidated basis. The consolidated financial
statements include the accounts of Golden American and its wholly
owned subsidiary, First Golden American Life Insurance Company of
New York ("First Golden," and collectively with Golden American,
the "Companies").

                       RESULTS OF OPERATIONS

MERGER.  On October 23, 1997, Equitable of Iowa Companies'
("Equitable") shareholders approved an Agreement and Plan of
Merger ("Merger Agreement") dated July 7, 1997 among Equitable,
PFHI Holdings, Inc. ("PFHI") and ING Groep N.V. ("ING"). On
October 24, 1997, PFHI, a Delaware corporation, acquired all of
the outstanding capital stock of Equitable according to the Merger
Agreement. PFHI is a wholly owned subsidiary of ING, a global
financial services holding company based in The Netherlands.
Equitable, an Iowa corporation, in turn owned all the outstanding
capital stock of Equitable Life Insurance Company of Iowa
("Equitable Life") and Golden American and their wholly owned
subsidiaries. In addition, Equitable owned all the outstanding
capital stock of Locust Street Securities, Inc., Equitable
Investment Services, Inc. (subsequently dissolved), Directed
Services, Inc. ("DSI"), Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds
Distributor, Inc.). In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock and assumed approximately $400 million
in debt. As a result of this transaction, Equitable of Iowa
Companies was merged into PFHI, which was simultaneously renamed
Equitable of Iowa Companies, Inc. ("EIC" or "Parent"), a Delaware
corporation.

For financial statement purposes, the change in control of the
Companies through the ING merger was accounted for as a purchase
effective October 25, 1997. This merger resulted in a new basis of
accounting reflecting estimated fair values of assets and
liabilities at the merger date. As a result, the Companies'
financial statements for periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with
$227.6 million allocated to the Companies. Goodwill of $1.4
billion was established for the excess of the merger cost over the
fair value of the assets and liabilities of EIC with $151.1
million attributed to the Companies. Goodwill resulting

                                    40

<PAGE>
<PAGE>

from the merger is being amortized over 40 years on a straight-line
basis. The carrying value will be reviewed periodically for any
indication of impairment in value.

CHANGE IN CONTROL--ACQUISITION.  On August 13, 1996, Equitable
acquired all of the outstanding capital stock of BT Variable, Inc.
("BT Variable") and its wholly owned subsidiaries, Golden American
and DSI. After the acquisition, the BT Variable, Inc. name was
changed to EIC Variable, Inc. On April 30, 1997, EIC Variable,
Inc. was liquidated and its investments in Golden American and DSI
were transferred to Equitable, while the remainder of its net
assets were contributed to Golden American. On December 30, 1997,
EIC Variable, Inc. was dissolved.

For financial statement purposes, the change in control of Golden
American through the acquisition of BT Variable was accounted for
as a purchase effective August 14, 1996. This acquisition resulted
in a new basis of accounting reflecting estimated fair values of
assets and liabilities at the acquisition date. As a result, the
Companies' financial statements for the period August 14, 1996
through October 24, 1997 are presented on the Post-Acquisition
basis of accounting and for August 13, 1996 and prior periods are
presented on the Pre-Acquisition basis of accounting.

The purchase price was allocated to the three companies purchased
- BT Variable, DSI, and Golden American. The allocation of the
purchase price to Golden American was approximately $139.9
million. Goodwill of $41.1 million was established for the excess
of the acquisition cost over the fair value of the assets and
liabilities and attributed to Golden American. At June 30, 1997,
goodwill was increased by $1.8 million due to the adjustment of
the value of a receivable existing at the acquisition date. Before
the ING merger, goodwill resulting from the acquisition was being
amortized over 25 years on a straight-line basis.

<TABLE>

THE FIRST NINE MONTHS OF 1999 COMPARED TO THE SAME PERIOD OF 1998

PREMIUMS.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED SEPTEMBER 30          1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
<S>                                   <C>             <C>           <C>        <C>
Variable annuity premiums:
  Separate account................    $1,783.5        64.9%         $702.1     $1,081.4
  Fixed account...................       539.4        55.6           192.8        346.6
                                      --------        ----          ------     --------
Total variable annuity premiums...     2,322.9        62.7           894.9      1,428.0
Variable life premiums............        7.0        (38.9)           (4.4)        11.4
                                      --------        ----          ------     --------
Total premiums....................    $2,329.9        61.9%         $890.5     $1,439.4
                                      ========        ====          ======     ========
</TABLE>

For the Companies' variable contracts, premiums collected are not reported as
revenues, but as deposits to insurance liabilities. Revenues for these
products are recognized over time in the form of investment income and
product charges.

Variable annuity separate account premiums increased 64.9% during the
first nine months of 1999. The fixed account portion of the Companies'
variable annuity premiums increased 55.6% during the first nine months
of 1999.  These increases resulted from increased sales of the Premium
Plus variable annuity product.

Premiums, net of reinsurance, for variable products from two
significant broker/dealers each having at least ten percent of total
sales for the nine months ended September 30, 1999 totaled $664.2
million, or 29% of total premiums ($142.6 million, or 10%, from the
one significant broker/dealer for the nine months ended September 30,
1998).

                                    41

<PAGE>
<PAGE>

<TABLE>
REVENUES.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED JUNE 30                1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
<S>                                   <C>          <C>              <C>          <C>
Annuity and interest sensitive
  life product charges............    $  55.2        104.5%        $ 28.2       $ 27.0
Management fee revenue............        6.8        107.4            3.5          3.3
Net investment income.............       42.7         45.7           13.4         29.3
Realized gains(losses) on
  investments.....................       (2.2)      (607.5)          (2.6)         0.4
Other income......................        7.4         55.0            2.6          4.8
                                      -------       ------         ------       ------
Total premiums....................    $ 109.9         69.6%        $ 45.1       $ 64.8
                                      =======       ======         ======       ======
</TABLE>


Total revenues increased 69.6% in the first nine months of 1999 from
the same period in 1998. Annuity and interest sensitive life product
charges increased 104.5% in the first nine months of 1999 due to
additional fees earned from the increasing block of business
in the separate accounts.

Golden American provides certain managerial and supervisory services
to Directed Services, Inc. ("DSI"). The fee paid to Golden American
for these services, which is calculated as a percentage of average
assets in the variable separate accounts, was $6.8 million and $3.3
million for the first nine months of 1999 and 1998, respectively.

Net investment income increased 45.7% in the first nine months of 1999
due to growth in invested assets from September 30, 1998.  The
Companies had $2.2 million of realized losses resulting from the
writedown of two fixed maturities in the second quarter of 1999 and
from the sale of investments in the first nine months of 1999,
compared to gains of $0.4 million in the same period of 1998.  Other
income increased $2.6 million to $7.4 million in the first nine months
of 1999 due primarily to income received due to a modified coinsurance
agreement with an unaffiliated reinsurer, which was offset by a
reduction in the Companies' deferred policy acquisition costs.

EXPENSES. Total insurance benefits and expenses increased $44.5
million, or 84.6%, to $97.0 million in the first nine months of 1999.
Interest credited to account balances increased $61.3 million, or
95.6%, to $125.4 million in the first nine months of 1999.  The extra
credit bonus on the Premium Plus variable annuity product increased
$49.9 million to $85.7 million at September 30, 1999 resulting in an
increase in interest credited during the first nine months of 1999
compared to the same period in 1998.  The bonus interest on the fixed
account increased $2.6 million to $7.6 million at September 30, 1999
resulting in an increase in interest credited during the first nine
months of 1999 compared to the same period in 1998. The remaining
increase in interest credited relates to higher account balances
associated with the Companies' fixed account option within the
variable products.

Commissions increased $49.6 million, or 58.4%, to $134.6 million in
the first nine months of 1999. Insurance taxes, state licenses, and
fees increased $0.9 million, or 32.3%, to $3.5 million in the first
nine months of 1999. Changes in commissions and insurance taxes, state
licenses, and fees are generally related to changes in the level and
composition of variable product sales. Insurance taxes, state
licenses, and fees are impacted by several other factors, which
include an increase in FICA taxes primarily due to bonuses and
expenses for the triennial insurance department examination of Golden
American.  Most costs incurred as the result of sales have been deferred,
thus having very little impact on current earnings.

General expenses increased $24.1 million, or 102.5%, to $47.6 million
in the first nine months of 1999. Management expects general expenses
to continue to increase in 1999 as a result of the emphasis on
expanding the salaried wholesaler distribution network and the growth
in sales.  The Companies use a network of wholesalers to distribute
products and the salaries and sales bonuses of these wholesalers are
included in

                                    42

<PAGE>
<PAGE>

general expenses. The portion of these salaries and
related expenses that varies directly with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from DSI and Equitable Life, an affiliate, for certain advisory,
computer, and other resources and services provided by Golden
American.

The Companies' previous balances of deferred policy acquisition costs
("DPAC"), value of purchased insurance in force ("VPIF"), and unearned
revenue reserve were eliminated and an asset of $44.3 million
representing VPIF was established for all policies in force at the
merger date.  During the first nine months of 1999, VPIF was adjusted
to increase amortization by $0.7 million to reflect changes in the
assumptions related to the timing of estimated gross profits.  During
the first nine months of 1998, VPIF decreased $2.7 million to adjust
the value of other receivables and increased $0.2 million as a result
of an adjustment to the merger costs.  Amortization of DPAC increased
$15.7 million, or 390.7%, in the first nine months of 1999.  This
increase resulted from growth in policy acquisition costs deferred
from $133.6 million at September 30, 1998 to $244.8 million at
September 30, 1999, which was generated by expenses associated with
the large sales volume experienced since September 30, 1998.  Based on
current conditions and assumptions as to the impact of future events
on acquired policies in force, the expected approximate net
amortization relating to VPIF as of September 30, 1999 is $1.1 million
for the remainder of 1999, $4.3 million in 2000, $4.0 million in 2001,
$3.6 million in 2002, $3.2 million in 2003, and $2.4 million in 2004.
Actual amortization may vary based upon changes in assumptions and
experience.

Amortization of goodwill during the first nine months of 1999 totaled
$2.8 million, unchanged from the first nine months of 1998.  Goodwill
resulting from the merger is being amortized on a straight-line basis
over 40 years.

Interest expense on the $25 million surplus note issued in December
1996 and expiring December 2026 was $1.5 million in the first nine
months of 1999, unchanged from the same period of 1998.  Interest
expense on the $60 million surplus note issued in December 1998 and
expiring December 2028 was $3.3 million in the first nine months of
1999. Golden American also paid $0.7 million in the first nine months
of 1999 compared to $1.3 million in the same period of 1998 to ING
America Insurance Holdings, Inc. ("ING AIH") for interest on the
reciprocal loan agreement. Interest expense on the revolving note
payable with SunTrust Bank, Atlanta was $0.1 million for the first
nine months of 1999.  In addition, Golden American paid interest of
$0.2 million during the first quarter of 1998 on the line of
credit with Equitable, which was repaid with a capital contribution
from the Parent and with funds borrowed from ING AIH.

INCOME.  Net income for the first nine months of 1999 was $3.6
million, a decrease of $1.3 million from net income of $4.9 million in
the same period of 1998.

Comprehensive loss for the first nine months of 1999 was $18,000, a
decrease of $5.5 million from comprehensive income of $5.5 million in
the same period of 1998.

                                    43

<PAGE>
<PAGE>

1998 COMPARED TO 1997

The following analysis combines Post-Merger and Post-Acquisition
activity for 1997.

PREMIUMS.

<TABLE>
                          POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                              For the Period   |  For the Period
                          For the Year      For the Year     October 25, 1997  |  January 1, 1997
                             ended              ended            through       |      through
                       December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                       -----------------  -----------------  ----------------- | ----------------
                                                    (Dollars in millions)      |
<S>                         <C>                 <C>                <C>         |      <C>
Variable annuity                                                               |
  premiums:                                                                    |
  Separate account....      $1,513.3            $291.2             $111.0      |      $180.2
  Fixed account.......         588.7             318.0               60.9      |       257.1
                            --------            ------             ------      |      ------
                             2,102.0             609.2              171.9      |       437.3
Variable life                                                                  |
  premiums............          13.8              15.6                1.2      |        14.4
                            --------            ------             ------      |      ------
Total premiums........      $2,115.8            $624.8             $173.1      |      $451.7
                            ========            ======             ======      |      ======

</TABLE>

For the Companies' variable contracts, premiums collected are not
reported as revenues, but are reported as deposits to insurance
liabilities. Revenues for these products are recognized over time in
the form of investment income and product charges.

Variable annuity separate account premiums increased 419.7% in 1998
primarily due to increased sales of the Premium Plus product
introduced in October of 1997 and the increased sales levels of the
Companies' other products. The fixed account portion of the Companies'
variable annuity premiums increased 85.1% in 1998. Variable life
premiums decreased 11.4% in 1998. Total premiums increased 238.7% in
1998.

During 1998, the Companies' sales were further diversified among
broker/dealers. Premiums, net of reinsurance, for variable products
from two significant broker/dealers having at least ten percent of
total sales for the year ended December 31, 1998 totaled $580.7
million, or 27% of premiums ($328.2 million, or 53% from two
significant broker/dealers for the year ended December 31, 1997).

REVENUES.

<TABLE>
                           POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                               For the Period   |  For the Period
                           For the Year      For the Year     October 25, 1997  |  January 1, 1997
                              ended              ended            through       |      through
                        December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                        -----------------  -----------------  ----------------- | ----------------
                                                     (Dollars in millions)      |
<S>                           <C>                <C>                <C>         |      <C>
Annuity and interest                                                            |
  sensitive life                                                                |
  product charges......       $39.1              $22.1              $3.8        |      $18.3
Management fee                                                                  |
  revenue..............         4.8                2.8               0.5        |        2.3
Net investment                                                                  |
  income...............        42.5               26.8               5.1        |       21.7
Realized gains (losses)                                                         |
  on investments.......        (1.5)               0.1                --        |        0.1
Other income...........         5.6                0.7               0.3        |        0.4
                              -----              -----              ----        |      -----
                              $90.5              $52.5              $9.7        |      $42.8
                              =====              =====              ====        |      =====

</TABLE>

                                    44

<PAGE>
<PAGE>

Total revenues increased 72.3%, or $38.0 million, to $90.5 million in
1998. Annuity and interest sensitive life product charges increased
76.8%, or $17.0 million, to $39.1 million in 1998 due to additional
fees earned from the increasing block of business under management in
the separate accounts and an increase in surrender charge revenues.
This increase was partially offset by the elimination of the unearned
revenue reserve related to in force acquired business at the merger
date, which resulted in lower annuity and interest sensitive life
product charges compared to Post-Acquisition levels.

Golden American provides certain managerial and supervisory services
to DSI. The fee paid to Golden American for these services, which is
calculated as a percentage of average assets in the variable separate
accounts, was $4.8 million for 1998 and $2.8 million for 1997.

Net investment income increased 58.6%, or $15.7 million, to $42.5
million in 1998 from $26.8 million in 1997 due to growth in invested
assets. During 1998, the Company had net realized losses on
investments of $1.5 million, which included a $1.0 million write down
of two impaired bonds, compared to gains of $0.1 million in 1997.
Other income increased $4.9 million to $5.6 million in 1998 due
primarily to income received under a modified coinsurance agreement
with an unaffiliated reinsurer as a result of increased sales.

EXPENSES.

<TABLE>
                          POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                              For the Period   |  For the Period
                          For the Year      For the Year     October 25, 1997  |  January 1, 1997
                             ended              ended            through       |      through
                       December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                       -----------------  -----------------  ----------------- | ----------------
                                                    (Dollars in millions)      |
<S>                         <C>                 <C>                <C>         |      <C>
Insurance benefits                                                             |
  and expenses:                                                                |
Annuity and interest                                                           |
  sensitive life                                                               |
  benefits:                                                                    |
  Interest credited to                                                         |
    account balances..      $94.9               $26.7              $7.4        |      $19.3
  Benefit claims                                                               |
    incurred in excess                                                         |
    of account                                                                 |
    balances..........        2.1                 0.1                --        |        0.1
Underwriting,                                                                  |
  acquisition, and                                                             |
  insurance expense:                                                           |
  Commission..........      121.2                36.3               9.4        |       26.9
  General Expenses....       37.6                17.3               3.4        |       13.9
  Insurance taxes.....        4.1                 2.3               0.5        |        1.8
  Policy acquisition                                                           |
  costs deferred           (197.8)              (42.7)            (13.7)       |      (29.0)
  Amortization:                                                                |
    Deferred policy                                                            |
      acquisition                                                              |
      costs...........        5.1                 2.6               0.9        |        1.7
    Value of purchased                                                         |
      insurance in                                                             |
      force...........        4.7                 6.1               0.9        |        5.2
    Goodwill............      3.8                 2.0               0.6        |        1.4
                           ------               -----             -----        |      -----
                           $ 75.7               $50.7             $ 9.4        |      $41.3
                           ======               =====             =====        |      =====

</TABLE>

Total insurance benefits and expenses increased 49.2%, or $25.0
million, in 1998 from $50.7 million in 1997. Interest credited to
account balances increased 255.4%, or $68.2 million, in 1998 from
$26.7 in 1997. The extra credit bonus on the Premium Plus product
introduced in October of 1997 generated a $51.6 million increase in
interest credited during 1998 compared to 1997. The remaining increase
in interest credited related to higher account balances associated
with the Companies' fixed account option within its variable products.

                                    45

<PAGE>
<PAGE>

Commissions increased 234.2%, or $84.9 million, in 1998 from $36.3
million in 1997. Insurance taxes increased 77.0%, or $1.8 million, in
1998 from $2.3 million in 1997. Changes in commissions and insurance
taxes are generally related to changes in the level of variable
product sales. Insurance taxes are impacted by several other factors,
which include an increase in FICA taxes primarily due to bonuses. Most
costs incurred as the result of new sales including the extra credit
bonus were deferred, thus having very little impact on current
earnings.

General expenses increased 117.7%, or $20.3 million, in 1998 from
$17.3 million in 1997. Management expects general expenses to continue
to increase in 1999 as a result of the emphasis on expanding the
salaried wholesaler distribution network. The Companies use a network
of wholesalers to distribute products and the salaries of these
wholesalers are included in general expenses. The portion of these
salaries and related expenses that varies with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from Equitable Life, an affiliate, for certain advisory, computer and
other resources and services provided by Golden American.

At the merger date, the Companies' deferred policy acquisition costs
("DPAC"), previous balance of value of purchased insurance in force
("VPIF") and unearned revenue reserve were eliminated and a new asset
of $44.3 million representing VPIF was established for all policies in
force at the merger date. During 1998, VPIF was adjusted to reduce
amortization by $0.2 million to reflect changes in the assumptions
related to the timing of future gross profits. VPIF decreased $2.6
million in the second quarter of 1998 to adjust the value of other
receivables recorded at the time of merger and increased $0.2 million
in the first quarter of 1998 as the result of an adjustment to the
merger costs. The amortization of VPIF and DPAC increased $1.1
million, or 13.0%, in 1998. During the second quarter of 1997, VPIF
was adjusted by $2.3 million to reflect narrower spreads than the
gross profit model assumed.

Amortization of goodwill for the year ended December 31, 1998 totaled
$3.8 million compared to $2.0 million for the year ended December 31,
1997.

Interest expense on the $25 million surplus note issued December 1996
and expiring December 2026 was $2.1 million for the year ended
December 31, 1998, unchanged from the same period of 1997. In
addition, Golden American incurred interest expense of $0.2 million in
1998 compared to $0.5 million in 1997 on the line of credit with
Equitable which was repaid with a capital contribution. Golden
American also paid $1.8 million in 1998 to ING America Insurance
Holdings, Inc. ("ING AIH") for interest on the reciprocal loan
agreement. Interest expense on the revolving note payable with
SunTrust Bank, Atlanta was $0.3 million for the year ended December
31, 1998.

INCOME.  Net income for 1998 was $5.1 million, an increase of $4.8
million from $0.3 million in 1997.

Comprehensive income for 1998 was $3.9 million, an increase of $1.8
million from $2.1 million in 1997.

1997 COMPARED TO 1996

The following analysis combines Post-Merger and Post-Acquisition
activity for 1997 and Post-Acquisition and Pre-Acquisition activity
for 1996 for comparison purposes.  Such a comparison does not
recognize the impact of the purchase accounting and goodwill
amortization except for the periods after August 13, 1996.

                                    46

<PAGE>
<PAGE>

PREMIUMS.

<TABLE>

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
<S>                                   <C>          |       <C>         |      <C>
Variable annuity                                   |                   |
  premiums:                                        |                   |
  Separate account.............       $111.0       |       $291.2      |      $180.2
  Fixed account................         60.9       |        318.0      |       257.1
                                      ------       |       ------      |      ------
                                       171.9       |        609.2      |       437.3
Variable life premiums.........          1.2       |        15.6       |        14.4
                                      ------       |       ------      |      ------
Total premiums.................       $173.1       |       $624.8      |      $451.7
                                      ======       |       ======      |      ======

</TABLE>


<TABLE>


                                 POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
<S>                                   <C>          |       <C>         |      <C>
Variable annuity                                   |                   |
  premiums:                                        |                   |
  Separate account.............       $ 51.0       |       $182.4      |      $131.4
  Fixed account................        118.3       |        245.3      |       127.0
                                      ------       |       ------      |      ------
                                       169.3       |        427.7      |       258.4
Variable life premiums.........          3.6       |         14.1      |        10.5
                                      ------       |       ------      |      ------
Total premiums.................       $172.9       |       $441.8      |      $268.9
                                      ======       |       ======      |      ======

</TABLE>

Variable annuity separate account and variable life premiums increased
59.6% and 10.1%, respectively in 1997. During 1997, stock market
returns, a relatively low interest rate environment and flat yield
curve have made returns provided by variable annuities and mutual funds
more attractive than fixed rate products such as certificates of
deposits and fixed annuities. The fixed account portion of the
Companies' variable annuity premiums increased 29.7% in 1997 due to
the Companies' marketing emphasis on fixed rates during the second
and third quarters.  Premiums, net of reinsurance, for variable
products from two significant broker/dealers having at least ten
percent of total sales for the year ended December 31, 1997, totaled
$328.2 million, or 53% of premiums ($298.0 million or 67% from two
significant broker/dealers for the year ended December 31, 1996).

                                    47

<PAGE>
<PAGE>

REVENUES.

<TABLE>

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
<S>                                    <C>         |       <C>         |      <C>
Annuity and interest sensitive                     |                   |
  life product charges.........        $3.8        |       $22.1       |      $18.3
Management fee revenue.........         0.5        |         2.8       |        2.3
Net investment income..........         5.1        |        26.8       |       21.7
Realized gains (losses) on                         |                   |
  investments..................          --        |         0.1       |        0.1
Other Income...................         0.3        |         0.7       |        0.4
                                       ----        |       -----       |      -----
                                       $9.7        |       $52.5       |      $42.8
                                       ====        |       =====       |      =====
</TABLE>

<TABLE>
                                 POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
<S>                                   <C>          |       <C>         |      <C>
Annuity and interest sensitive                     |                   |
  life product charges.........       $ 8.8        |       $21.0       |      $12.2
Management fee revenue.........         0.9        |         2.3       |        1.4
Net investment income..........         5.8        |        10.8       |        5.0
Realized gains (losses) on                         |                   |
  investments..................          --        |        (0.4)      |       (0.4)
Other income                            0.5        |         0.6       |        0.1
                                      -----        |       -----       |      -----
                                      $16.0        |       $34.3       |      $18.3
                                      =====        |       =====       |      =====

</TABLE>

Total revenues increased 53.3%, or $18.2 million, to $52.5 million in
1997.  Annuity and interest sensitive life product charges increased
5.2%, or $1.1 million in 1997 due to additional fees earned from the
increasing block of business under management in the Separate Accounts
and an increase in the collection of surrender charges.

Golden American provides certain managerial and supervisory services
to DSI.  This fee, calculated as a percentage of average assets in the
variable separate accounts, was $2.8 million for 1997 and $2.3 million
for 1996.

Net investment income increased 148.3%, or $16.0 million, to $26.8
million in 1997 from $10.8 million in 1996  due to growth in invested
assets.  During 1997, the Company had net realized gains on the
disposal of investments, which were the result of voluntary sales, of
$0.1 million compared to net realized losses of $0.4 million in 1996.


                                    48

<PAGE>
<PAGE>

EXPENSES.

<TABLE>

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
<S>                                   <C>          |       <C>         |      <C>
Insurance benefits and                             |                   |
  expenses:                                        |                   |
  Annuity and interest                             |                   |
    sensitive life benefits:                       |                   |
  Interest credited to account                     |                   |
    balances...................       $  7.4       |       $ 26.7      |      $ 19.3
  Benefit claims incurred in                       |                   |
    excess of account balances.           --       |          0.1      |         0.1
Underwriting, acquisition and                      |                   |
  insurance expenses:                              |                   |
  Commissions..................          9.4       |         36.3      |        26.9
  General expenses.............          3.4       |         17.3      |        13.9
  Insurance taxes..............          0.5       |          2.3      |         1.8
  Policy acquisition costs                         |                   |
    deferred...................        (13.7)      |        (42.7)     |       (29.0)
Amortization:                                      |                   |
  Deferred policy acquisition                      |                   |
    costs......................          0.9       |          2.6      |         1.7
  Present value of in force                        |                   |
    acquired...................          0.9       |          6.1      |         5.2
  Goodwill.....................          0.6       |          2.0      |         1.4
                                      ------       |       ------      |      ------
                                      $  9.4       |       $ 50.7      |      $ 41.3
                                      ======       |       ======      |      ======

</TABLE>


<TABLE>

                                 POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
<S>                                   <C>          |       <C>         |      <C>
Insurance benefits and                             |                   |
    expenses:                                      |                   |
  Annuity and interest sensitive                   |                   |
    life benefits:                                 |                   |
    Interest credited to account                   |                   |
      balances..................      $  5.7       |       $ 10.1      |      $  4.4
    Benefit claims incurred in                     |                   |
      excess of account                            |                   |
      balances..................         1.3       |          2.2      |         0.9
  Underwriting, acquisition and                    |                   |
    insurance expenses:                            |                   |
    Commissions.................         9.9       |         26.5      |        16.6
    General expenses............         5.9       |         15.3      |         9.4
    Insurance taxes.............         0.7       |          1.9      |         1.2
    Policy acquisition costs....                   |                   |
      deferred                         (11.7)      |        (31.0)     |       (19.3)
  Amortization:                                    |                   |
    Deferred policy acquisition                    |                   |
      costs.....................         0.2       |          2.6      |         2.4
    Present value of in force                      |                   |
      acquired..................         2.7       |          3.7      |         1.0
    Goodwill....................         0.6       |          0.6      |          --
                                      ------       |       ------      |      ------
                                      $ 15.3       |       $ 31.9      |      $ 16.6
                                      ======       |       ======      |      ======

</TABLE>

Total insurance benefits and expenses increased 59.3%, or $18.8
million, in 1997 from $31.9 million in 1996. Interest credited to
account balances increased 164.4%, or $16.6 million, in 1997 as a
result of higher account balances associated with the Company's fixed
account option within its variable products.

Commissions increased 37.3%, or $9.8 million, in 1997 from $26.5
million in 1996.  Insurance taxes increased 23.3%, or $0.4 million, in
1997 from $1.9 million in 1996.  Increases and decreases in
commissions and insurance taxes are generally related to changes in
the level of variable product sales.

                                    49

<PAGE>
<PAGE>

Insurance taxes are also impacted by several other factors which include
an increase in FICA taxes primarily due to bonuses and an increase in
state licenses and fees.  Most costs incurred as the result of new sales
were deferred, thus having very little impact on earnings.

General expenses increased 12.6%, or $2.0 million, in 1997 from $15.3
million in 1996 due in part to certain expenses associated with the
merger occurring on October 24, 1997.  In addition, the Company uses a
network of wholesalers to distribute its products and the salaries of
these wholesalers are included in general expenses.  The portion of
these salaries and related expenses which vary with sales production
levels are deferred, thus having little impact on earnings.  This
increase in general expenses was partially offset by reimbursements
received from Equitable Life, an affiliate, for certain advisory,
computer and other resources and services provided by Golden American.

During the second quarter of 1997, present value of in force acquired
("PVIF") was unlocked by $2.3 million to reflect narrower current
spreads than the gross profit model assumed.  The Company's deferred
policy acquisition costs ("DPAC"), previous balance of PVIF and
unearned revenue reserve, as of the merger date, were eliminated and
an asset of $44.3 million representing PVIF was established for all
policies in force at the merger date.  The amortization of PVIF and
DPAC increased $2.4 million, or 37.1%, in 1997. Based on current
conditions and assumptions as to the impact of future events on
acquired policies in force, the expected approximate net amortization
for the next five years, relating to the PVIF as of December 31, 1997,
is $6.2 million in 1998, $6.0 million in 1999, $5.6 million in 2000,
$5.0 million in 2001 and $4.2 million in 2002.

Amortization of goodwill for the year ended December 31, 1997 totaled
$2.0 million compared to $0.6 million for the year ended December 31,
1996.

Interest expense on the $25 million surplus note issued December 1996
was $2.0 million for the year ended December 31, 1997.  Interest on
any line of credit borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%.  During
1997, the Company paid $0.6 million to Equitable for interest on the
line of credit.

INCOME.  Net income on a combined basis for 1997 was $0.3 million, a
decrease of $3.2 million, or 91.4%, from 1996.

                          FINANCIAL CONDITION
RATINGS.  During 1998, the Companies' ratings were upgraded by
Standard & Poor's Rating Services ("Standard & Poor's") from AA to
AA+. During the first quarter of 1999, the Companies' ratings were
upgraded by Duff & Phelps Credit Rating Company from AA+ to AAA.

INVESTMENTS.  The financial statement carrying value and amortized
cost basis of the Companies' total investment portfolio grew 8.7% and
10.5%, respectively, during the first nine months of 1999.  All of the
Companies' investments, other than mortgage loans on real estate, are
carried at fair value in the Companies' financial statements. As such,
growth in the carrying value of the Companies' investment portfolio
included changes in unrealized appreciation and depreciation of fixed
maturities as well as growth in the cost basis of these securities.
Growth in the cost basis of the Companies' investment portfolio
resulted from the investment of premiums from the sale of the
Companies' fixed account options. The Companies manage the growth of
insurance operations in order to maintain adequate capital ratios. To
support the fixed account options of the Companies' variable insurance
products, cash flow was invested primarily in fixed maturities and
short-term investments.

At September 30, 1999 and December 31, 1998, the Companies had no
investments in default. At September 30, 1999 and December 31, 1998,
the Companies' investment portfolio had a yield of 6.6% and 6.4%,
respectively.

                                    50

<PAGE>
<PAGE>

The Companies estimate the total investment portfolio, excluding
policy loans, had a fair value approximately equal to 98.0%
of amortized cost value at September 30, 1999 (100.2% at December
31, 1998).

Fixed Maturities: At September 30, 1999, the Companies had fixed
maturities with an amortized cost of $815.0 million and an estimated
fair value of $798.7 million. At December 31, 1998, the Companies had
fixed maturities with an amortized cost of $739.8 million and an
estimated fair value of $742.0 million.

The Companies classify 100% of securities as available for sale. At
September 30, 1999, net unrealized depreciation on fixed maturities of
$16.3 million was comprised of gross appreciation of $0.8 million and
gross depreciation of $17.1 million.  Net unrealized holding losses on
these securities, net of adjustments to VPIF, DPAC, and deferred
income taxes of $4.0 million, was included in stockholder's equity at
September 30, 1999.  At December 31, 1998 net unrealized appreciation
of fixed maturities of $2.2 million was comprised of gross
appreciation of $6.7 million and gross depreciation of $4.5 million.
Net unrealized holding gains on these securities, net of adjustments
to VPIF, DPAC, and deferred income taxes of $1.0 million was included
in stockholder's equity at December 31, 1998.

The individual securities in the Companies' fixed maturities portfolio
(at amortized cost) include investment grade securities, which include
securities issued by the U.S. government, its agencies, and
corporations, that are rated at least A- by Standard & Poor's ($528.0
million or 64.8% at September 30, 1999 and $477.4 million or 64.5% at
December 31, 1998), that are rated BBB+ to BBB- by Standard & Poor's
($138.0 million or 16.9% at September 30, 1999 and $124.0 million or
16.8% at December 31, 1998) and below investment grade securities
which are securities issued by corporations that are rated BB+ to CCC-
by Standard & Poor's ($72.3 million or 8.9% at September 30, 1999 and
$51.6 million or 7.0% at December 31, 1998). Securities not rated by
Standard & Poor's had a National Association of Insurance
Commissioners ("NAIC") rating of 1, 2, 3 or 4 ($76.7 million or 9.4%
at September 30, 1999 and $86.8 million or 11.7% at December 31,
1998). The Companies' fixed maturity investment portfolio had a
combined yield at amortized cost of 6.6% at September 30, 1999 and
6.5% at December 31, 1998.

Fixed maturities rated BBB+ to BBB- may have speculative
characteristics and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity of the
issuer to make principal and interest payments than is the case with
higher rated fixed maturities.

At September 30, 1999, the amortized cost value of the Companies'
total investment in below investment grade securities, excluding
mortgage-backed securities, was $73.7 million, or 7.4%, of the
Companies' investment portfolio ($52.7 million, or 5.9%, at December
31, 1998).  The Companies intend to purchase additional below
investment grade securities but do not expect the percentage of the
portfolio invested in such securities to exceed 10% of the investment
portfolio.  At September 30, 1999, the yield at amortized cost on the
Companies' below investment grade portfolio was 7.8% compared to 6.6%
for the Companies' investment grade corporate bond portfolio.  AAt
December 31, 1998, the yield at amortized cost on the Companies' below
investment grade portfolio was 7.9% compared to 6.4% for the
Companies' investment grade corporate bond portfolio.  The Companies
estimate the fair value of the below investment grade portfolio was
$70.5 million, or 95.6% of amortized cost value, at September 30, 1999
($51.7 million, or 98.1% of amortized cost value, at December 31,
1998).

Below investment grade securities have different characteristics than
investment grade corporate debt securities. Risk of loss upon default
by the borrower is significantly greater with respect to below
investment grade securities than with other corporate debt securities.
Below investment grade securities are generally unsecured and are
often subordinated to other creditors of the issuer. Also, issuers of
below investment grade securities usually have higher levels of debt
and are more sensitive to adverse economic conditions, such as a
recession or increasing interest rates, than are investment grade
issuers. The Companies attempt to reduce the overall risk in the below
investment grade portfolio, as in all investments, through careful
credit analysis, strict investment policy guidelines, and
diversification by company and by industry.

                                    51

<PAGE>
<PAGE>

The Companies analyze the investment portfolio, including below
investment grade securities, at least quarterly in order to determine
if the Companies' ability to realize the carrying value on any
investment has been impaired. For debt and equity securities, if
impairment in value is determined to be other than temporary (i.e. if
it is probable the Companies will be unable to collect all amounts due
according to the contractual terms of the security), the cost basis of
the impaired security is written down to fair value, which becomes the
new cost basis. The amount of the write-down is included in earnings
as a realized loss. Future events may occur, or additional or updated
information may be received, which may necessitate future write-downs
of securities in the Companies' portfolio. Significant write-downs in
the carrying value of investments could materially adversely affect
the Companies' net income in future periods.

During the nine months ended September 30, 1999 and Ifor the year
ended December 31, 1998, fixed maturities designated as available for
sale with a combined amortized cost of $170.6 million and $145.3
million, respectively, were called or repaid by their issuers. In
total, net pre-tax losses from sales, calls, and repayments of fixed
maturities amounted to $2.2 million and $0.5 million, for the first
nine months of 1999 and for the year ended December 31, 1998,
respectively.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value. As a result, at December 31, 1998, Golden American
recognized a total pre-tax loss of approximately $1.0 million to
reduce the carrying value of the bonds to their combined net
realizable value of $2.9 million.  During the second quarter of 1999,
further information was received regarding these bonds and Golden
American determined that the carrying value of the two bonds exceeded
their estimated net realizeable value.  As a result, at June 30, 1999
Golden American recognized a total pre-tax loss of approximately $1.6
million to further reduce the carrying value of the bonds to their
combined net realizeable value of $1.1 million.

Equity Securities: At September 30, 1999 and December 31, 1998,
Eequity securities represented 1.5% and 1.6%, respectively, of the
Companies' investment portfolio. At September 30, 1999 and December
31, 1998, the Companies owned equity securities with a cost of $14.4
million and an estimated fair value of $13.7 million and $11.5
million, respectively.  At September 30, 1999, net unrealized
depreciation of equity securities of $0.7 million was comprised of
gross appreciation of $0.3 million and gross depreciation of
$1.0 million at December 31, 1998 net unrealized depreciation of
equity securities was comprised entirely of gross depreciation of
$2.9 million .  Equity securities are primarily comprised of
investments in shares of the mutual funds underlying the Companies'
registered separate accounts.

Mortgage Loans on Real Estate: Mortgage loans on real estate
represented 9.5% and 10.9% of the Companies' investment portfolio at
September 30, 1999 and at December 31, 1998, respectively. Mortgages
outstanding at amortized cost were $93.9 million September 30, 1999
with an estimated fair value of $91.2 million. Mortgages outstanding
were $97.3 million at December 31, 1998 with an estimated fair value
of $99.8 million. At September 30, 1999, the Companies' mortgage loan
portfolio included 57 loans with an average size of $1.6 million and
average seasoning of 0.8 years if weighted by the number of loans. At
December 31, 1998, Tthe Companies' mortgage loan portfolio includeds
57 loans with an average size of $1.7 million and average seasoning of
0.9 years if weighted by the number of loans. The Companies' mortgage
loans on real estate are typically secured by occupied buildings in
major metropolitan locations and not speculative developments and are
diversified by type of property and geographic location.

Mortgage loans on real estate have been analyzed by geographical
location with concentrations by state identified as California (12% in
1998 and 1997), Utah (11% in 1998, 13% in 1997) and Georgia (10% in
1998, 11% in 1997).  There are no other concentrations of mortgage
loans in any state exceeding ten percent at December 31, 1998 and
1997.  Mortgage loans on real estate have also been analyzed by
collateral type with significant concentrations identified in office
buildings (36% in 1998, 43% in 1997), industrial buildings (32% in
1998, 33% in 1997) and retail facilities (20% in 1998, 15% in 1997).
As of September 30, 1999, there have been no significant changes to
the concentrations of mortgage loans on real estate compared to December
31, 1998.  At September 30, 1999 and December 31, 1998, the yield on
the Companies' mortgage loan portfolio was 7.3%.

                                    52

<PAGE>
<PAGE>

At September 30, 1999 and December 31, 1998, no mortgage loan on real
estate was delinquent by 90 days or more. The Companies' loan
investment strategy is consistent with other life insurance
subsidiaries of ING in the U.S. The insurance subsidiaries of EIC have
experienced a historically low default rate in their mortgage loan
portfolios.

OTHER ASSETS.  Accrued investment income increased $2.3 million during
the first nine months of 1999 due to an increase in the overall size
of the portfolio resulting from the investment of premiums allocated
to the fixed account options of the Companies' variable products.

DPAC represents certain deferred costs of acquiring insurance
business, principally first year commissions and interest bonuses,
extra credit bonuses and other expenses related to the production of
new business after the merger. The Companies' previous balances of
DPAC and VPIF were eliminated as of the merger date, and an asset
representing VPIF was established for all policies in force at the
merger date. VPIF is amortized into income in proportion to the
expected gross profits of in force acquired business in a manner
similar to DPAC amortization. Any expenses which vary directly with
the sales of the Companies' products are deferred and amortized. At
September 30, 1999, the Companies had DPAC and VPIF balances of $439.2
million and $33.0 million ($205.0 million and $36.0 million,
respectively at December 31, 1998). During the first nine months of
1998, VPIF decreased $2.7 million to adjust the value of other
receivables and increased $0.2 million as a result of an adjustment to
the merger costs.

Property and equipment increased $5.7 million, or 77.1%, during the
first nine months of 1999, due to the purchase of furniture and other
equipment for Golden American's new offices in West Chester,
Pennsylvania.  Property and equipment increased $5.8 million during
1998, due to installation of a new policy administration system,
introduction of an imaging system as well as the growth in the
business.

Goodwill totaling $151.1 million, representing the excess of the
acquisition cost over the fair value of net assets acquired, was
established at the merger date. Accumulated amortization of goodwill
as of September 30, 1999 and December 31, 1998 was $7.2 million and
$4.4 million, respectively.

Other assets increased $35.8 million during the first nine months of
1999 due mainly to an increase in a receivable from the separate
account.  Other assets increased $5.5 million during 1998 due mainly
to an increase in amounts due from an unaffiliated reinsurer under a
modified coinsurance agreement.

At September 30, 1999, the Companies had $5.6 billion of separate
account assets compared to $3.4 billion at December 31, 1998. The
increase in separate account assets resulted from market appreciation,
increased transfer activity, and sales of the Companies' variable
annuity products, net of redemptions. At December 31, 1998, the
Companies had $3.4 billion of separate account assets compared to $1.6
billion at December 31, 1997. The increase in separate account assets
resulted from market appreciation and growth in sales of the
Companies' variable annuity products, net of redemptions.

At September 30, 1999, the Companies had total assets of $7.3 billion,
a 53.9% increase from December 31, 1998.  At December 31, 1998,
the Companies had total assets of $4.8 billion, an increase of 94.3%
from December 31, 1997.

LIABILITIES.  In conjunction with the volume of variable annuity
sales, the Companies' total liabilities increased $2.5 billion, or
55.9%, during the first nine months of 1999 and totaled $6.9 billion
at September 30, 1999.  At September 30, 1999, future policy benefits
for annuity and interest sensitive life products increased $128.3
million, or 14.6%, to $1.0 billion reflecting premium growth in the
Companies' fixed account options of its variable products, net of
transfers to the separate accounts. Market appreciation, increased
transfer activity, and premiums, net of redemptions, accounted for the
$2.2 billion, or 64.9%, increase in separate account liabilities to
$5.6 billion at September 30, 1999.

In conjunction with the volume of variable annuity sales, the
Companies' total liabilities increased $2.2 billion, or 98.2%, during
1998 and totaled $4.4 billion at December 31, 1998. Future policy
benefits for annuity and interest sensitive life products increased
$375.8 million, or 74.4%, to $881.1 million reflecting premium growth
in the Companies' fixed account option of its variable products.
Market appreciation and premium growth, net of redemptions, accounted
for the $1.7 billion, or 106.3%, increase in separate account
liabilities to $3.4 billion at December 31, 1998.

                                    53

<PAGE>
<PAGE>

On September 30, 1999, Golden American issued a $75 million, 7.75%
surplus note to ING AIH, which matures on September 29, 2029.

On December 30, 1998, Golden American issued a $60 million, 7.25%
surplus note to Equitable Life, which matures on December 29, 2028.

On December 17, 1996, Golden American issued a $25 million, 8.25%
surplus note to Equitable which matures on December 17, 2026. As a
result of the merger, the surplus note is now payable to EIC.

At September 30, 1999, other liabilities increased $47.5 million from
$32.6 million at December 31, 1998, due primarily to increases in
securities payables and remittances to be applied.

At December 31, 1998, other liabilities increased $15.3 million from
$17.3 million at December 31, 1997, due primarily to increases in
accounts payable, outstanding checks, guaranty fund assessment
liability, and pension liability.

The effects of inflation and changing prices on the Companies'
financial position are not material since insurance assets and
liabilities are both primarily monetary and remain in balance. An
effect of inflation, which has been low in recent years, is a decline
in stockholder's equity when monetary assets exceed monetary
liabilities.

STOCKHOLDER'S EQUITY. Additional paid-in capital increased $100.0
million, or 28.8%, from December 31, 1998 to $447.6 million at
September 30, 1999 due to capital contributions from the Parent.
Additional paid-in capital increased $122.6 million, or 54.5%, from
December 31, 1997 to $347.6 million at December 31, 1998 primarily due
to capital contributions from the Parent.


                    LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Companies to generate sufficient cash
flows to meet the cash requirements of operating, investing, and
financing activities. The Companies' principal sources of cash are
variable annuity premiums and product charges, investment income,
maturing investments, proceeds from debt issuance, and capital
contributions made by the Parent. Primary uses of these funds are
payments of commissions and operating expenses, interest and extra
premium credits, investment purchases, repayment of debt, as well as
withdrawals and surrenders.

Net cash used in operating activities was $60.0 million in the first
nine months of 1999 compared to $22.7 million in the same period of
1998. Net cash used in operating activities was $63.9 million in 1998
compared to $4.8 million in 1997. The Companies have predominantly had
negative cash flows from operating activities since Golden American
started issuing variable insurance products in 1989. These negative
operating cash flows result primarily from the funding of commissions
and other deferrable expenses related to the continued growth in the
variable annuity products. The 1998 increase in net cash used in
operating activities resulted principally from the introduction of
Golden American's extra premium credit product in October 1997. In
1998, $54.4 million in extra premium credits was added to contract
holders' account values versus $2.8 million in 1997.

Net cash used in investing activities was $111.3 million during the
first nine months of 1999 as compared to $224.5 million in the same
period of 1998.  This decrease is primarily due to greater net
purchases of fixed maturities, equity securities, and mortgage loans
on real estate during the first nine months of 1998 than in the same
period of 1999.  Net purchases of fixed maturities reached $79.7
million during the first nine months of 1999 versus $199.0 million in
the same period of 1998.  Net sales of mortgage loans on real estate
were $3.2 million during the first nine months of 1999 compared to net
purchases of $13.2 million during the first nine months of 1998.

Net cash used in investing activities was $390.0 million during 1998
as compared to $198.5 million in 1997. This increase is primarily due
to greater net purchases of fixed maturities resulting from an
increase in funds available from net fixed account deposits. Net
purchases of fixed maturities reached

                                    54

<PAGE>
<PAGE>

$331.3 million in 1998 versus $135.3 million in 1997. Net purchases
of mortgage loans on real estate, on the other hand, declined to $12.6
million from $51.2 at December 31, 1997in the prior year. In 1998,
net purchases of short-term investments were unusually high due to
the investment of the remaining proceeds of Golden American's $60.0
million surplus note issued on December 30, 1998.

Net cash provided by financing activities was $177.5 million during
the first nine months of 1999 compared to $245.1 million during the
same period of 1998. In the first nine months of 1999, net cash
provided by financing activities was positively impacted by net fixed
account deposits of $441.7 million compared to $300.0 million in the
same period of 1998.  This increase was offset by net reallocations to
the Companies' separate accounts, which increased to $439.2 million
from $163.5 million during the prior year, and by a decrease in net
borrowings of $54.8 million in the first nine months of 1999 compared
to the first nine months of 1998.  In the first nine months of 1999,
another important source of cash provided by financing activities was
$100.0 million in capital contributions from the Parent compared to
$53.8 million in the first nine months of 1998. In addition, another
source of cash provided by financing activities during the third
quarter of 1999 was $75.0 million in proceeds from a surplus note
with ING AIH.

Net cash provided by financing activities was $439.5 million during
1998 as compared to $218.6 million during the prior year. In 1998, net
cash provided by financing activities was positively impacted by net
fixed account deposits of $520.8 million compared to $303.6 million in
1997. This increase was partially offset by net reallocations to the
Companies' separate accounts, which increased to $239.7 million from
$110.1 million during the prior year. In 1998, other important sources
of cash provided by financing activities were $98.4 million of capital
contributions from the Parent and $60.0 million of proceeds from the
issuance of a surplus note on December 30, 1998.  The Companies have
used part of the proceeds of the surplus note to repay outstanding
short-term debt.

The Companies' liquidity position is managed by maintaining adequate
levels of liquid assets, such as cash or cash equivalents and short-
term investments. Additional sources of liquidity include borrowing
facilities to meet short-term cash requirements. Golden American
maintains a $65.0 million reciprocal loan agreement with ING AIH,
which expires on December 31, 2007.  In addition, the Companies
have an $85.0 million revolving note facility with SunTrust Bank,
Atlanta, which expires on July 31, 2000.  Management believes that
these sources of liquidity are adequate to meet the Companies'
short-term cash obligations.

Based on current trends, the Companies expect to continue to use net
cash in operating activities, given the continued growth of the
variable annuity products. It is anticipated that a continuation of
capital contributions from the Parent and the issuance of additional
surplus notes will cover these net cash outflows. ING is committed to
the sustained growth of Golden American.  During 1999, ING will
maintain Golden American's statutory capital and surplus at the end of
each quarter at a level such that: 1) the ratio of Total Adjusted
Capital divided by Company Action Level Risk Based Capital exceeds
300%; 2) the ratio of Total Adjusted Capital (excluding surplus notes)
divided by Company Action Level Risk Based Capital exceeds 200%; and
3) Golden American's statutory capital and surplus exceeds the
"Amounts Accrued for Expense Allowances Recognized in Reserves" as
disclosed on page 3, Line 13A of Golden American's Statutory
Statement.

During the first quarter of 1999, Golden American's operations were
moved to a new site in West Chester, Pennsylvania.  During the third
quarter of 1999, Golden American occupied an additional 20,000 square
feet and currently occupies 85,000 square feet of leased space, its
affiliate occupies 20,000 square feet, and it has made commitments for
an additional 20,000 square feet to be occupied by itself or its
affiliates during the fourth quarter of 1999.  Previously, Golden
American's home office operations were housed in leased locations in
Wilmington, Delaware and various locations in Pennsylvania, which were
leased on a short-term basis for use in the transition to the new
office building. Golden American's New York subsidiary is housed in
leased space in New York, New York. The Companies intend to spend
approximately $1.0 million on capital needs during the remainder of
1999.

The ability of Golden American to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed an
annual
                                    55

<PAGE>
<PAGE>

limit. During 1999, Golden American cannot pay dividends to its
Parent without prior approval of statutory authorities.

Under the provisions of the insurance laws of the State of New York,
First Golden cannot distribute any dividends to its stockholder,
Golden American, unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed with the New York
Insurance Department at least thirty days in advance of the proposed
declaration. If the Superintendent of the New York Insurance Department
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the
filing.  The management of First Golden does not anticipate paying
any dividends to Golden American during 1999.

The NAIC's risk-based capital requirements require insurance companies
to calculate and report information under a risk-based capital
formula. These requirements are intended to allow insurance regulators
to monitor the capitalization of insurance companies based upon the
type and mixture of risks inherent in a company's operations. The
formula includes components for asset risk, liability risk, interest
rate exposure and other factors. The Companies have complied with the
NAIC's risk-based capital reporting requirements. Amounts reported
indicate the Companies have total adjusted capital well above all
required capital levels.

Reinsurance:  At September 30, 1999 and at December 31, 1998, Golden
American had reinsurance treaties with four unaffiliated reinsurers
and one affiliated reinsurer covering a significant portion of the
mortality risks under its variable contracts. Golden American remains
liable to the extent its reinsurers do not meet their obligations
under the reinsurance agreements.

                                    56

<PAGE>
<PAGE>



                  MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the
Companies' operations, including investment decisions, product
development and crediting rates determination. As part of the risk
management process, different economic scenarios are modeled,
including cash flow testing required for insurance regulatory
purposes, to determine that existing assets are adequate to meet
projected liability cash flows. Key variables include
contractholder behavior and the variable separate accounts'
performance.

Contractholders bear the majority of the investment risks related
to the variable products. Therefore, the risks associated with the
investments supporting the variable separate accounts are assumed
by contractholders, not by the Companies (subject to, among other
things, certain minimum guarantees). The Companies' products also
provide certain minimum death benefits that depend on the
performance of the variable separate accounts. Currently the
majority of death benefit risks are reinsured, which protects the
Companies from adverse mortality experience and prolonged capital
market decline.

A surrender, partial withdrawal, transfer or annuitization made
prior to the end of a guarantee period from the fixed account may
be subject to a market value adjustment. As the majority of the
liabilities in the fixed account are subject to market value
adjustment, the Companies do not face a material amount of market
risk volatility. The fixed account liabilities are supported by a
portfolio principally composed of fixed rate investments that can
generate predictable, steady rates of return. The portfolio
management strategy for the fixed account considers the assets
available for sale.  This enables the Companies to respond to
changes in market interest rates, changes in prepayment risk,
changes in relative values of asset sectors and individual
securities and loans, changes in credit quality outlook and other
relevant factors. The objective of portfolio management is to
maximize returns, taking into account interest rate and credit
risks as well as other risks. The Companies' asset/liability
management discipline includes strategies to minimize exposure to
loss as interest rates and economic and market conditions change.

                                    57

<PAGE>
<PAGE>

On the basis of these analyses, management believes there is no
material solvency risk to the Companies. With respect to a 10%
drop in equity values from year-end 1998 levels, variable separate
account funds, which represent 85% of the in force as of
September 30, 1999, pass the risk in underlying fund performance
to the contract holder (except for certain minimum guarantees that
are mostly reinsured).  With respect to interest rate movements
up or down 100 basis points from year-end 1998 levels, the
remaining 15% of the in force as of September 30, 1999 are fixed
account funds and almost all of these have market value adjustments
which provide significant protection against changes in interest
rates.


     CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any forward-looking statement contained herein or in any other
oral or written statement by the Companies or any of their
officers, directors or employees is qualified by the fact that
actual results of the Companies may differ materially from such
statement, among other risks and uncertainties inherent in the
Companies' business, due to the following important factors:

 1. Prevailing interest rate levels and stock market performance,
    which may affect the ability of the Companies to sell their
    products, the market value and liquidity of the Companies'
    investments and the lapse rate of the Companies' policies,
    notwithstanding product design features intended to enhance
    persistency of the Companies' products.

                                    58

<PAGE>
<PAGE>

 2. Changes in the federal income tax laws and regulations which
    may affect the tax status of the Companies'products.

 3. Changes in the regulation of financial services, including
    bank sales and underwriting of insurance products, which
    may affect the competitive environment for the Companies'
    products.

 4. Increasing competition in the sale of the Companies' products.

 5. Other factors that could affect the performance of the
    Companies, including, but not limited to, market conduct
    claims, litigation, insurance industry insolvencies,
    availability of competitive reinsurance on new business,
    investment performance of the underlying portfolios of the
    variable products, variable product design and sales volume by
    significant sellers of the Companies' variable products.

 6. To the extent third parties are unable to transact business in
    the Year 2000 and thereafter, the Companies' operations could
    be adversely affected.


                         OTHER INFORMATION

SEGMENT INFORMATION.  During the period since the acquisition by
Bankers Trust, September 30, 1992 to date of this Prospectus,
Golden American's operations consisted of one business segment,
the sale of annuity and life insurance products. Golden American
and its affiliate DSI are party to in excess of 140 sales
agreements with broker-dealers, three of whom, Locust Street
Securities, Inc., Vestax Securities Corporation, and Multi-
Financial Securities Corporation, are affiliates of Golden
American. As of September 30, 1999, two broker-dealers produce
10% or more of Golden American's product sales.

REINSURANCE.  Golden American reinsures its mortality risk
associated with the Contract's guaranteed death benefit with one
or more appropriately licensed insurance companies. Golden
American also, effective June 1, 1994, entered into a reinsurance
agreement on a modified coinsurance basis with an affiliate of a
broker-dealer which distributes Golden American's products with
respect to 25% of the business produced by that broker-dealer.

RESERVES.  In accordance with the life insurance laws and
regulations under which Golden American operates, it is obligated
to carry on its books, as liabilities, actuarially determined
reserves to meet its obligations on outstanding Contracts.
Reserves, based on valuation mortality tables in general use in
the United States, where applicable, are computed to equal amounts
which, together with interest on such reserves computed annually
at certain assumed rates, make adequate provision according to
presently accepted actuarial standards of practice, for the
anticipated cash flows required by the contractual obligations and
related expenses of Golden American.

COMPETITION.  Golden American is engaged in a business that is
highly competitive because of the large number of stock and mutual
life insurance companies and other entities marketing insurance
products comparable to those of Golden American. There are
approximately 2,350 stock, mutual and other types of insurers in
the life insurance business in the United States, a substantial
number of which are significantly larger than Golden American.

SERVICE AGREEMENTS.  Beginning in 1994 and continuing until August
13, 1996, Bankers Trust (Delaware), a subsidiary of Bankers Trust
New York Corporation, and Golden American became parties to a service
agreement pursuant to which Bankers Trust (Delaware) agreed to provide
certain accounting, actuarial, tax, underwriting, sales, management and
other services to Golden American.  Expenses incurred by Bankers Trust
(Delaware)in relation to this service agreement were reimbursed by Golden
American on an allocated cost basis. Charges billed to Golden American by
Bankers Trust (Delaware) pursuant to the service agreement for 1996 through
its termination as of August 13, 1996 were $0.5 million.

Pursuant to a service agreement between Golden American and Equitable
Life, Equitable Life provides certain administrative, financial and
other services to Golden American.  Equitable Life billed Golden

                                    59

<PAGE>
<PAGE>

American and its subsidiary First Golden American Life Insurance
Company of New York ("First Golden"), $0.9 million, $1.1 million,
and $29,000 for the first nine months of 1999 and the years ended
December 31, 1998 and 1997, respectively, under this service
agreement.

Golden American provides to DSI certain of its personnel to perform
management, administrative and clerical services and the use of
certain facilities. Golden American charges DSI for such expenses and
all other general and administrative costs, first on the basis of
direct charges when identifiable, and the remainder allocated based on
the estimated amount of time spent by Golden American's employees on
behalf of DSI.  In the opinion of management, this method of cost
allocation is reasonable.  In 1995, the service agreement between DSI
and Golden American was amended to provide for a management fee from
DSI to Golden American for managerial and supervisory services
provided by Golden American. This fee, calculated as a percentage of
average assets in the variable separate accounts, was $6.8 million,
$4.8 million, $2.8 million and $2.3 million for the first nine months
of 1999, and the years of 1998, 1997 and 1996, respectively.

Since January 1, 1998, Golden American and First Golden have had an
asset management agreement with ING Investment Management LLC ("ING
IM"), an affiliate, in which ING IM provides asset management and
accounting services for a fee, payable quarterly. For the first nine
months of 1999 and for the year ended December 31, 1998, Golden
American and First Golden incurred fees of $1.6 million and $1.5 million,
respectively, under this agreement.  Prior to 1998, Golden American and
First Golden had a service agreement with Equitable Investment Services,
Inc. ("EISI"), an affiliate, in which EISI provided investment
management services.  Golden American and First Golden paid fees of
$1.0 million for 1997 and $72,000 for the period from August 14,
1996 through December 31, 1996, respectively.

Since 1997, Golden American has provided certain advisory, computer
and other resources and services to Equitable Life. Revenues for these
services totaled $0.9 million for the first nine months of 1999,
$5.8 million for 1998 and $4.3 million for 1997.

The Companies provide resources and services to DSI.  Revenues for
these services totaled $0.8 million for the first nine months of 1999.

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate.  Revenues for these services
totaled $0.4 million for the first nine months of 1999 and $2.1
million for 1998.

DISTRIBUTION AGREEMENT.  Under a distribution agreement, DSI acts as
the principal underwriter (as defined in the Securities Act of 1933
and the Investment Company Act of 1940, as amended) of the variable
insurance products issued by Golden American which as of September 30,
1999 and December 31, 1998, are sold primarily through two
broker/dealer institutions. For the nine months ended September 30,
1999 and the years 1998, 1997 and 1996, commissions paid by Golden
American to DSI (including commissions paid by First Golden)
aggregated $130.4 million, $117.5 million, $36.4 million and $27.1
million, respectively.

EMPLOYEES.  Golden American, as a result of its Service Agreement
with Bankers Trust (Delaware) and EIC Variable, had very few
direct employees. Instead, various management services were
provided by Bankers Trust (Delaware), EIC Variable and Bankers
Trust New York Corporation, as described above under "Service
Agreement." The cost of these services were allocated to Golden
American. Since August 14, 1996, Golden American has hired
individuals to perform various management services and has looked
to Equitable of Iowa and its affiliates for certain other
management services.

Certain officers of Golden American are also officers of DSI, and
their salaries are allocated among both companies. Certain
officers of Golden American are also officers of other Equitable
of Iowa subsidiaries. See "Directors and Executive Officers."

PROPERTIES.  Golden American's principal office is located at 1475
Dunwoody Drive, West Chester, Pennsylvania  19380, where all of
Golden American's records are maintained. This office space is
leased.

STATE REGULATION.  Golden American is subject to the laws of the
State of Delaware governing insurance companies and to the
regulations of the Delaware Insurance Department (the "Insurance
Department").  A detailed financial statement in the prescribed
form (the "Annual Statement") is filed with the Insurance
Department each year covering Golden American's operations for the
preceding year and its financial condition as of the end of that
year.  Regulation by the Insurance Department includes periodic
examination to determine contract liabilities and reserves so that
the Insurance Department may certify

                                    60

<PAGE>
<PAGE>

that these items are correct. Golden American's books and accounts are
subject to review by the Insurance Department at all times.  A full
examination of Golden American's operations is conducted periodically
by the Insurance Department and under the auspices of the NAIC.

In addition, Golden American is subject to regulation under the
insurance laws of all jurisdictions in which it operates.  The
laws of the various jurisdictions establish supervisory agencies
with broad administrative powers with respect to various matters,
including licensing to transact business, overseeing trade
practices, licensing agents, approving contract forms,
establishing reserve requirements, fixing maximum interest rates
on life insurance contract loans and minimum rates for
accumulation of surrender values, prescribing the form and content
of required financial statements and regulating the type and
amounts of investments permitted.  Golden American is required to
file the Annual Statement with supervisory agencies in each of the
jurisdictions in which it does business, and its operations and
accounts are subject to examination by these agencies at regular
intervals.

The NAIC has adopted several regulatory initiatives designed to
improve the surveillance and financial analysis regarding the
solvency of insurance companies in general.  These initiatives
include the development and implementation of a risk-based capital
formula for determining adequate levels of capital and surplus.
Insurance companies are required to calculate their risk-based
capital in accordance with this formula and to include the results
in their Annual Statement.  It is anticipated that these standards
will have no significant effect upon Golden American.  For
additional information about the Risk-Based Capital adequacy
monitoring system and Golden American, see "Management's
Discussion and Analysis Results of Operations"

In addition, many states regulate affiliated groups of insurers,
such as Golden American, and its affiliates, under insurance
holding company legislation.  Under such laws, inter-company
transfers of assets and dividend payments from insurance
subsidiaries may be subject to prior notice or approval, depending
on the size of the transfers and payments in relation to the
financial positions of the companies involved.

Under insurance guaranty fund laws in most states, insurers doing
business therein can be assessed (up to prescribed limits) for
contract owner losses incurred by other insurance companies which
have become insolvent.  Most of these laws provide that an
assessment may be excused or deferred if it would threaten an
insurer's own financial strength.  For information regarding
Golden American's estimated liability for future guaranty fund
assessments, see Note 11 of Notes to Financial Statements.

Although the federal government generally does not directly
regulate the business of insurance, federal initiatives often have
an impact on the business in a variety of ways.  Certain insurance
products of Golden American are subject to various federal
securities laws and regulations.  In addition, current and
proposed federal measures which may significantly affect the
insurance business include regulation of insurance company
solvency, employee benefit regulation, removal of barriers
preventing banks from engaging in the insurance business, tax law
changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative
desirability of various personal investment vehicles.

                                    61

<PAGE>
<PAGE>

DIRECTORS AND OFFICERS

NAME (AGE)                    POSITION(S) WITH THE COMPANY
----------                    ----------------------------
Barnett Chernow (50)          President and Director
Myles R. Tashman (57)         Director, Executive Vice President,
                              General Counsel and Secretary
Michael W. Cunningham (50)    Director
Mark A. Tullis (44)           Director
Phillip R. Lowery (46)        Director
James R. McInnis (51)         Executive Vice President and
                              Chief Marketing Officer
Stephen J. Preston (42)       Executive Vice President and Chief
                              Actuary
E. Robert Koster (41)         Senior Vice President and Chief Financial
                              Officer
Patricia M. Corbett (34)      Treasurer and Assistant V.P.
David L. Jacobson (50)        Senior Vice President and Assistant
                              Secretary
William L. Lowe (35)          Senior Vice President, Sales and Marketing
Ronald R. Blasdell (46)       Senior Vice President, Project Implementation
Steven G. Mandel (40)         Senior Vice President and
                              Chief Information Officer
Gary F. Haynes (54)           Senior Vice President, Operations

Each director is elected to serve for one year or until the next
annual meeting of shareholders or until his or her successor is
elected. Some directors are directors of insurance company
subsidiaries of Golden American's parent, Equitable of Iowa.  The
principal positions of Golden American's directors and senior
executive officers for the past five years are listed below:

Mr. Barnett Chernow became President and Director of Golden American
and President of First Golden in April 1998.  From 1993 to 1998, Mr.
Chernow served as Executive Vice President of Golden American.  He was
elected to serve as Executive Vice President and Director of First
Golden in September 1996.

Mr. Myles R. Tashman joined Golden American in August 1994 as
Senior Vice President and was named Executive Vice President,
General Counsel and Secretary effective January 1, 1996. He was
elected to serve as a Director of Golden American in January 1998.
He also serves as a Director, Executive Vice President, General
Counsel and Secretary of First Golden.

Mr. Michael W. Cunningham became a Director of Golden American and
First Golden in April 1999.  Also, he has served as a Director of
Life of Georgia and Security Life of Denver since 1995.
Currently, he serves as Executive Vice President and Chief
Financial Officer of ING North America Insurance Corporation, and
has worked for them since 1991.

Mr. Mark A. Tullis became a Director of Golden American in January
2000. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September 1999.

                                    62

<PAGE>
<PAGE>

Mr. Phillip R. Lowery became a Director of Golden American in
April 1999.  He has served as Executive Vice President and Chief
Actuary for ING Americas Region since 1990.

Mr. James R. McInnis joined Golden American in December, 1997 as
Executive Vice President. From 1982 through November 1997, he held
several positions with the Endeavor Group and was President upon
his departure.

Mr. E. Robert Koster was elected Senior Vice President and Chief
Financial Officer of Golden American in September 1998.  From
August, 1984 to September, 1998 he has held various positions with
ING companies in The Netherlands.

Ms. Patricia M. Corbett was elected Treasurer of Golden American
in December 1998. She joined Equitable Life Insurance Company of
Iowa in 1987 and is currently Treasurer and Assistant Vice
President of Equitable Life and USG Annuity & Life Company.

Mr. David L. Jacobson joined Golden American in November 1993 as
Senior Vice President and Assistant Secretary.

Mr. Stephen J. Preston joined Golden American in December, 1993 as
Senior Vice President, Chief Actuary and Controller. He became an
Executive Vice President and Chief Actuary in June 1998.

Mr. William L. Lowe joined Equitable Life as Vice President, Sales
& Marketing in January 1994. He became a Senior Vice President,
Sales & Marketing, of Golden American in August 1997. He was also
President of Equitable of Iowa Securities Network, Inc. until
October 1998.

Mr. Steven G. Mandel joined Golden American in October 1988 and
became Senior Vice President and Chief Information Officer in
June 1998.

Mr. Ronald R. Blasdell joined Golden American in February 1994 and
became Senior Vice President, Project Implementation in June 1998.

Mr. Gary Haynes joined Golden American in April 1999 and became
Senior Vice President, Operations in April 1999.


COMPENSATION TABLES AND OTHER INFORMATION

The following sets forth information with respect to the Chief
Executive Officer of Golden American as well as the annual salary
and bonus for the next five highly compensated executive officers
for the fiscal year ended December 31, 1998. Certain executive
officers of Golden American are also officers of DSI. The salaries
of such individuals are allocated between Golden American and DSI.
Executive officers of Golden American are also officers of DSI.
The salaries of such individuals are allocated between Golden
American and DSI pursuant to an arrangement among these companies.
Throughout 1995 and until August 13, 1996, Terry L. Kendall served
as a Managing Director at Bankers Trust New York Corporation.
Compensation amounts for Terry L. Kendall which are reflected
throughout these tables prior to August 14, 1996 were not charged
to Golden American, but were instead absorbed by Bankers Trust New
York Corporation.

                                    63

<PAGE>
<PAGE>

EXECUTIVE COMPENSATION TABLE

The following table sets forth information with respect to the
annual salary and bonus for Golden American's Chief Executive
Officers and the five other most highly compensated executive
officers for the fiscal year ended December 31, 1998.  As of
the date of this prospectus 1999 data was not yet available.

<TABLE>
                                                            LONG-TERM            ALL OTHER
                              ANNUAL COMPENSATION         COMPENSATION         COMPENSATION
                              -------------------   ------------------------   ------------
                                                     RESTRICTED   SECURITIES
NAME AND                                            STOCK AWARDS  UNDERLYING
PRINCIPAL POSITION   YEAR     SALARY     BONUS(1)    OPTIONS(2)   OPTIONS(3)
------------------   ----     ------     --------   ------------  ----------
<S>                  <C>     <C>         <C>          <C>           <C>         <C>
Barnett Chernow,     1998    $284,171    $105,375                   8,000
 President           1997    $234,167    $ 31,859     $277,576      4,000
                     1996    $207,526    $150,000                               $ 7,755(4)

James R. McInnis,    1998    $250,004    $626,245                   2,000
 Executive Vice
 President

Keith Glover,        1998    $250,000    $145,120                  3,900
 Executive Vice
 President

Myles R. Tashman,    1998    $189,337    $ 54,425                  3,500
 Executive Vice      1997    $181,417    $ 25,000     $165,512     5,000
 President,          1996    $176,138    $ 90,000                              $  5,127(4)
 General Counsel
 and Secretary

Stephen J. Preston,  1998    $173,870    $ 32,152                 3,500
 Executive Vice      1997    $160,758    $ 16,470
 President           1996    $156,937    $ 58,326
 and Chief Actuary

Paul R. Schlaack,    1998    $406,730    $210,600
 Former Chairman     1997    $351,000    $249,185    $1,274,518     19,000       $15,000
 and Vice President  1996    $327,875    $249,185    $  245,875     19,000       $15,000

Terry L. Kendall,    1998    $145,237    $181,417
 Former President    1997    $362,833    $ 80,365    $  644,844     16,000
 and CEO             1996    $288,298    $400,000                                $11,535(4)

</TABLE>

 (1) The amount shown relates to bonuses paid in 1998, 1997
     and 1996.
 (2) Restricted stock awards granted to executive officers
     vested on October 24, 1997 with the change in control of
     Equitable of Iowa.
 (3) Awards comprised of qualified and non-qualified stock
     options. All options were granted with an exercise price equal
     to the then fair market value of the underlying stock.  All
     options vested with the change in control of Equitable of Iowa
     and were cashed out for the difference between $68.00 and the
     exercise price.
 (4) In 1996, Contributions were made by the Company on behalf
     of the employee to PartnerShare, the deferred compensation
     plan sponsored by Bankers Trust New York Corporation and its
     affiliates for the benefit of all Bankers Trust employees, in
     February of 1996 to employees on record as of  December 31,
     1996, after an employee completed one year of service with the
     company.  This contribution could be in the form of deferred
     compensation and/or a cash payment.  In 1996, Mr. Kendall
     received $9,000 of deferred compensation and $2,535 of cash
     payment from the plan;  Mr. Chernow received $6,000 of
     deferred compensation and $1,755 of cash payment from the
     plan; Mr. Tashman received $4,000 of deferred compensation and
     $1,127 of cash payment from the plan.

                                    64

<PAGE>
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR (1998)

<TABLE>                                                                            POTENTIAL
                                                                       REALIZABLE VALUE AT
                                                                         ASSUMED ANNUAL
                              % OF TOTAL                                RATES OF STOCK
                  NUMBER OF     OPTIONS                                PRICE APPRECIATION
                  SECURITIES  GRANTED TO                                   FOR OPTION
                  UNDERLYING  EMPLOYEES      EXERCISE                       TERM (3)
                   OPTIONS    IN FISCAL       OR BASE   EXPIRATION     ------------------
NAME              GRANTED(1)    YEAR         PRICE (2)     DATE           5%        10%
----              ----------    -----        ---------     ----           --        ---
<S>                 <C>         <C>           <C>        <C>           <C>       <C>
Barnett Chernow     8,000       11.99         $60.518    5/26/2003     $164,016  $362,433
James R. McInnis    2,000        3.00         $60.518    5/26/2003     $ 41,004  $ 90,608
Keith Glover        3,900        5.85         $60.518    5/26/2003     $ 79,958  $176,686
Myles R. Tashman    3,500        5.25         $60.518    5/26/2003     $ 71,758  $158,564
Stephen J. Preston  3,500        5.25         $60.518    5/26/2003     $ 71,758  $158,564

</TABLE>

 (1) Stock appreciation rights granted on May 26, 1998 to the
     officers of Golden American have a three-year vesting period
     and an expiration date as shown.
 (2) The base price was equal to the fair market value of
     ING's stock on on the date of grant.
 (3) Total dollar gains based on indicated rates of
     appreciation of share price over a the five year term of the
     rights.

Directors of Golden American receive no additional compensation
for serving as a director.

                                    65

<PAGE>
<PAGE>


[Shaded Section Header]
--------------------------------------------------------------------------
  UNAUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------
For the Nine Months Ended September 30, 1999


                                    66

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                       (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                            September 30, 1999  December 31, 1998
                                            ------------------  -----------------
<S>                                             <C>                 <C>
ASSETS
Investments:
 Fixed maturities, available for sale, at
  fair value (cost:  1999 -- $815,027;
  1998 -- $739,772)                           $  798,708          $  741,985
 Equity securities, at fair value (cost:          13,679              11,514
  1999 -- $14,437; 1998 -- $14,437)
 Mortgage loans on real estate                    93,884              97,322
 Policy loans                                     13,454              11,772
 Short-term investments                           66,519              41,152
                                              ----------          ----------
Total investments                                986,244             903,745

Cash and cash equivalents                         12,908               6,679
Due from affiliates                                1,460               2,983
Accrued investment income                         11,896               9,645
Deferred policy acquisition costs                439,176             204,979
Value of purchased insurance in force             32,984              35,977
Current income taxes recoverable                     204                 628
Deferred income tax asset                         29,690              31,477
Property and equipment, less allowances
 for depreciation of $2,807 in 1999
 and $801 in 1998                                 13,017               7,348
Goodwill, less accumulated amortization
 of $7,242 in 1999 and $4,408 in 1998            143,886             146,719
Other assets                                      42,072               6,239
Separate account assets                        5,598,490           3,396,114
                                              ----------          ----------
Total assets                                  $7,312,027          $4,752,533
                                              ==========          ==========


LIABILITIES  AND  STOCKHOLDER'S  EQUITY
Policy liabilities and accruals:
 Future policy benefits:
  Annuity and interest sensitive life
    products                                  $1,009,382            $881,112
  Unearned revenue reserve                         5,855               3,840
 Other policy claims and benefits                     15                  --
                                              ----------          ----------
                                               1,015,252             884,952

Surplus notes                                    160,000              85,000
Due to affiliates                                  4,328                  --
Other liabilities                                 80,081              32,573
Separate account liabilities                   5,598,490           3,396,114
                                              ----------          ----------
                                               6,858,151           4,398,639

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
  authorized, issued,                              2,500               2,500
  and outstanding  250,000 shares
 Additional paid-in capital                      447,640             347,640
 Accumulated other comprehensive loss             (4,464)               (895)
 Retained earnings                                 8,200               4,649
                                              ----------          ----------
Total stockholder's equity                       453,876             353,894
                                              ----------          ----------
Total liabilities and stockholder's
 equity                                       $7,312,027          $4,752,533
                                              ==========          ==========


                                  See accompanying notes.


</TABLE>                                  67

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)


<TABLE>
<CAPTION>
                                                For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
<S>                                              <C>                 <C>
Revenues:
 Annuity and interest sensitive
  life product charges                           $  55,195           $ 26,984
 Management fee revenue                              6,755              3,257
 Net investment income                              42,671             29,296
 Realized gains (losses) on
  investments                                       (2,215)               436
 Other income                                        7,448              4,805
                                                 ---------           --------
                                                   109,854             64,778
Insurance benefits and expenses:
 Annuity and interest sensitive
  life benefits:
  Interest credited to account                     125,404             64,110
   balances
  Benefit claims incurred in                         3,452                862
   excess of account balances
 Underwriting, acquisition, and
  insurance expenses:
  Commissions                                      134,585             84,958
  General expenses                                  47,551             23,480
  Insurance taxes, state                             3,545              2,680
   licenses, and fees
  Policy acquisition costs                        (244,840)          (133,616)
   deferred
  Amortization:
   Deferred policy acquisition                      19,699              4,014
    costs
   Value of purchased insurance                      4,803              3,252
    in force
   Goodwill                                          2,834              2,834
                                                 ---------           --------
                                                    97,033             52,574
 Interest expense                                    5,552              3,033
                                                 ---------           --------
                                                   102,585             55,607
                                                 ---------           --------
 Income before income taxes                          7,269              9,171

 Income taxes                                        3,718              4,294
                                                 ---------           --------
 Net income                                      $   3,551           $  4,877
                                                 =========           ========


                                 See accompanying notes.


</TABLE>                                  68

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)


<TABLE>
<CAPTION>
                                                For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
<S>                                              <C>                 <C>
NET CASH USED IN OPERATING ACTIVITIES            $ (60,026)          $ (22,666)

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
 Fixed maturities -- available for sale             170,548              92,707
 Mortgage loans on real estate                        4,241               3,145
 Short-term investments  -- net                          --               2,575
                                                 ----------          ----------

                                                    174,789              98,427

Acquisition of investments:
 Fixed maturities -- available for sale            (250,277)           (291,687)
 Equity securities                                       --             (10,000)
 Mortgage loans on real estate                       (1,034)            (16,390)
 Policy loans -- net                                 (1,682)             (1,385)
 Short term investments -- net                      (25,367)                 --
                                                 ----------          ----------
                                                   (278,360)           (319,462)
Net purchase of property and equipment               (7,700)             (3,470)
                                                 ----------          ----------
Net cash used in investing activities              (111,271)           (224,505)

FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement             488,950             242,847
 borrowings
Repayment of reciprocal loan agreement             (488,950)           (202,847)
 borrowings
Proceeds from revolving note payable                131,595              20,082
Repayment of revolving note payable                (131,595)                 --
Proceeds from surplus note                           75,000                  --
Repayment of line of credit borrowings                   --              (5,309)
Receipts from annuity and interest
 sensitive life policies credited
 to account balances                                540,464             350,385
Return of account balances on annuity
 and interest sensitive life policies               (98,715)            (50,370)
Net reallocations to Separate Accounts             (439,223)           (163,455)
Contributions from parent                           100,000              53,750
                                                 ----------          ----------
Net cash provided by financing                      177,526             245,083
 activities
                                                 ----------          ----------

Increase (decrease) in cash and cash
 equivalents                                          6,229             (2,088)

Cash and cash equivalents at beginning
 of period                                            6,679             21,039
                                                 ----------          ----------
Cash and cash equivalents at end of
 period                                          $   12,908          $   18,951
                                                 ==========          ==========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
 Interest                                        $    5,078          $   3,493
 Taxes                                                   10                 80
Non-cash financing activities:
 Non-cash adjustment to additional paid
  in capital for adjusted merger costs                   --                143
 Non-cash contribution of capital from
  parent to repay line of credit
  borrowings                                             --             18,750


                                  See accompanying notes.


</TABLE>                                   69

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999


1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly, the financial
statements do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. All adjustments
were of a normal recurring nature, unless otherwise noted in Management's
Discussion and Analysis and the Notes to Financial Statements.  Operating
results for the nine months ended September 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1999.  These financial statements should be read in
conjunction with the financial statements and related notes included in
the Golden American Life Insurance Company's annual report on Form 10-K
for the year ended December 31, 1998.

CONSOLIDATION
The condensed consolidated financial statements include Golden American
Life Insurance Company ("Golden American") and its wholly owned
subsidiary, First Golden American Life Insurance Company of New York
("First Golden," and with Golden American, collectively, the
"Companies").  All significant intercompany accounts and transactions
have been eliminated.

ORGANIZATION
Golden American is a wholly owned subsidiary of Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent").  On October 24, 1997, PFHI
Holdings, Inc. ("PFHI"), a Delaware corporation, acquired all of the
outstanding capital stock of Equitable of Iowa Companies ("Equitable")
according to the terms of an Agreement and Plan of Merger dated July 7,
1997 among Equitable, PFHI, and ING Groep N.V. ("ING").  PFHI is a wholly
owned subsidiary of ING, a global financial services holding company
based in The Netherlands.  As a result of this transaction, Equitable was
merged into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc., a Delaware corporation.

FAIR VALUES
Estimated fair values of publicly traded fixed maturities for 1999 are as
reported by an independent pricing service.

STATUTORY
Net loss for Golden American as determined in accordance with statutory
accounting practices was $75,508,000 and $32,198,000 for the nine months
ended September 30, 1999 and 1998, respectively.  Total statutory capital
and surplus was $285,674,000 at September 30, 1999 and $183,045,000 at
December 31, 1998.

RECLASSIFICATIONS
Certain amounts in the September 30, 1998 and December 31, 1998 financial
statements have been reclassified to conform to the September 30, 1999
financial statement presentation.

2.  COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the Statement of Financial
Accounting Standard ("SFAS") No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this
statement had no impact on the Companies' net income or stockholder's
equity.  SFAS No. 130 requires unrealized gains or losses on the


                                          70

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999


2.  COMPREHENSIVE INCOME (continued)

Companies' available for sale securities (net of adjustments for value of
purchased insurance in force ("VPIF"), deferred policy acquisition costs
("DPAC"), and deferred income taxes) to be included in other
comprehensive income.

During the third quarter and first nine months of 1999, other
comprehensive income (loss) for the Companies amounted to $2,059,000 and
$(18,000), respectively ($2,426,000 and $5,478,000, respectively, for the
same periods of 1998).  Included in these amounts are other comprehensive
income (loss) for First Golden of $(14,000) and $(258,000) for the third
quarter and first nine months of 1999, respectively ($601,000 and
$1,174,000, respectively, for the same periods of 1998).  Other
comprehensive income (loss) excludes net investment gains (losses)
included in net income which merely represent transfers from unrealized
to realized gains and losses.  These amounts totaled $(460,000) and
$(2,512,000) during the third quarter and first nine months of 1999,
respectively ($263,000 and $388,000, respectively, for the same periods
of 1998).  Such amounts, which have been measured through the date of
sale, are net of income taxes and adjustments for VPIF and DPAC totaling
$(38,000) and $297,000 for the third quarter and first nine months of
1999, respectively ($40,000 and $48,000, respectively, for the same
periods of 1998).

3.  INVESTMENTS

INVESTMENT VALUATION ANALYSIS:  The Companies analyze the investment
portfolio at least quarterly in order to determine if the carrying value
of any investment has been impaired.  The carrying value of debt and
equity securities is written down to fair value by a charge to realized
losses when an impairment in value appears to be other than temporary.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value.  As a result, at December 31, 1998, Golden American recognized a
total pre-tax loss of $973,000 to reduce the carrying value of the bonds
to their combined net realizable value of $2,919,000. During the second
quarter of 1999, further information was received regarding these bonds
and Golden American determined that the carrying value of the two bonds
exceeded their estimated net realizable value. As a result, at June 30,
1999, Golden American recognized a total pre-tax loss of $1,639,000 to
further reduce the carrying value of the bonds to their combined net
realizable value of $1,137,000.

4.  RELATED PARTY TRANSACTIONS

OPERATING AGREEMENTS:  Directed Services, Inc. ("DSI"), an affiliate,
acts as the principal underwriter (as defined in the Securities Act of
1933 and the Investment Company Act of 1940, as amended) and distributor
of the variable insurance products issued by the Companies.  DSI is
authorized to enter into agreements with broker/dealers to distribute the
Companies' variable insurance products and appoint representatives of the
broker/dealers as agents. The Companies paid commissions and expenses to
DSI totaling $50,131,000 in the third quarter and $130,419,000 for the
first nine months of 1999 ($32,104,000 and $82,548,000, respectively, for
the same periods of 1998).

Golden American provides certain managerial and supervisory services to
DSI.  The fee paid by DSI for these services is calculated as a
percentage of average assets in the variable separate accounts.  For the
third quarter and first nine months of 1999, the fee was $2,659,000 and
$6,755,000, respectively ($1,234,000 and $3,257,000, respectively, for
the same periods of 1998).

The Companies have an asset management agreement with ING Investment
Management LLC ("ING IM"), an affiliate, in which ING IM provides asset
management and accounting services.  Under the agreement, the Companies
record a fee based on the value of the assets under management.  The fee
is payable quarterly.  For the third quarter and first nine months of
1999, the Companies incurred fees of $523,000 and

                                          71

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$1,637,000, respectively, under this agreement ($341,000 and $1,013,000,
respectively, for the same periods of 1998).

Golden American has a guaranty agreement with Equitable Life Insurance
Company of Iowa ("Equitable Life"), an affiliate. In consideration of an
annual fee, payable June 30, Equitable Life guarantees to Golden American
that it will make funds available, if needed, to Golden American to pay
the contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and nothing
contained therein or done pursuant thereto by Equitable Life shall be
deemed to constitute, a direct or indirect guaranty by Equitable Life of
the payment of any debt or other obligation, indebtedness or liability,
of any kind or character whatsoever, of Golden American.  The agreement
does not guarantee the value of the underlying assets held in separate
accounts in which funds of variable life insurance and variable annuity
policies have been invested.  The calculation of the annual fee is based
on risk based capital.  As Golden American's risk based capital level was
above required amounts, no annual fee was payable at June 30, 1999 or
1998.

Golden American provides certain advisory, computer and other resources
and services to Equitable Life.  Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $237,000 in
the third quarter of 1999 and $898,000 for the first nine months of 1999
($1,524,000 and $5,091,000, respectively, for the same periods of 1998).

The Companies have a service agreement with Equitable Life in which
Equitable Life provides administrative and financial related services.
Under this agreement, the Companies incurred expenses of $50,000 in the
third quarter of 1999 and $855,000 for the first nine months of 1999
($261,000 and $575,000, respectively, for the same periods of 1998).

The Companies provide resources and services to DSI.  Revenues for these
services, which reduce general expenses incurred by the Companies,
totaled $276,000 in the third quarter of 1999 and $759,000 for the first
nine months of 1999 ($19,000 and $57,000, respectively, for the same
periods of 1998).

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate. Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $159,000 in
the  third quarter of 1999 and $376,000 for the first  nine months of
1999.

For the third quarter of 1999, the Companies received 7.8% of total
premiums (9.7% in the same period of 1998), net of reinsurance, for
variable products sold through four affiliates, Locust Street Securities,
Inc. ("LSSI"), Vestax Securities Corporation ("Vestax"), DSI, and Multi-
Financial Securities Corporation ("Multi-Financial") of $46,600,000,
$12,900,000, $0, and $11,000,000, respectively ($34,600,000, $14,200,000,
$1,800,000, and $4,100,000, respectively, for the same period of 1998).
For the first nine months of 1999, the Companies received 9.5% of total
premiums (10.0% in the same period of 1998), net of reinsurance, from
LSSI, Vestax, DSI, and Multi-Financial of $121,900,000, $72,000,000,
$2,300,000, and $24,400,000, respectively ($92,700,000, $30,000,000,
$10,700,000, and $10,000,000, respectively, for the same period of 1998).

RECIPROCAL LOAN AGREEMENT:  Golden American maintains a reciprocal loan
agreement with ING America Insurance Holdings, Inc. ("ING AIH"), a
Delaware corporation and affiliate, to facilitate the handling of unusual
and/or unanticipated short-term cash requirements.  Under this agreement,
which became effective January 1, 1998 and expires December 31, 2007,
Golden American and ING AIH can borrow up to $65,000,000 from one
another. Prior to lending funds to ING AIH, Golden American must obtain
approval from the Department of Insurance of the State of Delaware.
Interest on any Golden American borrowings is charged at the rate of ING
AIH's cost of funds for the interest period plus 0.15%. Interest on any
ING AIH borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a similar
duration.  Under this agreement, Golden American incurred interest
expense of

                                          72

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$397,000 in the third quarter of 1999 and $633,000 for the
first nine months of 1999 ($505,000 and $1,269,000, respectively, for the
same periods of 1998).  At September 30, 1999, Golden American did not
have any borrowings or receivables from ING AIH under this agreement.

LINE OF CREDIT:  Golden American maintained a line of credit agreement
with Equitable to facilitate the handling of unusual and/or unanticipated
short-term cash requirements.  Under this agreement, which became
effective December 1, 1996 and expired December 31, 1997, Golden American
could borrow up to $25,000,000.  Interest on any borrowings was charged
at the rate of Equitable's monthly average aggregate cost of short-term
funds plus 1.00%.  Under this agreement, Golden American incurred
interest expense of $211,000 for the first quarter of 1998.  The
outstanding balance was paid by a capital contribution from the Parent
and with funds borrowed from ING AIH.

SURPLUS NOTES:  On September 30, 1999, Golden American issued a 7.75%
surplus note in the amount of $75,000,000 to ING AIH. The note matures on
September 29, 2029. Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American. Any payment of principal and/or
interest made is subject to the prior approval of the Delaware Insurance
Commissioner. Under this agreement, Golden American incurred no interest
expense in the third quarter of 1999.

On December 30, 1998, Golden American issued a 7.25% surplus note in the
amount of $60,000,000 to Equitable Life.  The note matures on December
29, 2028.  Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American.  Any payment of principal
and/or interest made is subject to the prior approval of the Delaware
Insurance Commissioner.  Under this agreement, Golden American incurred
interest expense of $1,088,000 in the third quarter of 1999 and
$3,263,000 for the first nine months of 1999.

On December 17, 1996, Golden American issued an 8.25% surplus note in the
amount of $25,000,000 to Equitable. The note matures on December 17,
2026.  Payment of the note and related accrued interest is subordinate to
payments due to policyholders, claimant and beneficiary claims, as well
as debts owed to all other classes of debtors of Golden American.  Any
payment of principal made is subject to the prior approval of the
Delaware Insurance Commissioner.  Golden American incurred interest
totaling $516,000 in the third quarter of 1999 and $1,547,000 for the
first nine months of 1999, unchanged from the same periods of 1998.  As a
result of the merger, the surplus note is now payable to EIC.

STOCKHOLDER'S EQUITY:  During the third quarter of 1999 and the first
nine months of 1999, Golden American received capital contributions from
its Parent of $20,000,000 and $100,000,000, respectively ($0 and
$72,500,000, respectively, for the same periods of 1998).

5.  COMMITMENTS AND CONTINGENCIES

REINSURANCE:  At September 30, 1999, Golden American had reinsurance
treaties with four unaffiliated reinsurers and one affiliated reinsurer
covering a significant portion of the mortality risks under its variable
contracts. Golden American remains liable to the extent its reinsurers do
not meet their obligations under the reinsurance agreements. At September
30, 1999 and 1998, the Companies had a net receivable of $14,041,000 and
$6,539,000, respectively, for reserve credits, reinsurance claims, or
other receivables from these reinsurers comprised of $2,268,000 and
$257,000, respectively, for claims recoverable from reinsurers, $918,000
and $451,000, respectively, for a payable for reinsurance premiums and
$12,691,000 and $6,733,000, respectively, for a receivable from an
unaffiliated reinsurer.  Included in the accompanying financial
statements are net considerations to reinsurers of $2,638,000 in the
third quarter of 1999 and $6,656,000 for the first nine months of 1999
compared to $1,293,000 and $3,259,000, respectively, for the same periods
in 1998.  Also included in the accompanying financial statements are net
policy benefits of

                                          73

<PAGE>
<PAGE>


                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

5.  COMMITMENTS AND CONTINGENCIES (continued)

$2,569,000 in the third quarter of 1999 and $4,008,000 for the first
nine months of 1999 compared to $1,272,000 and $2,096,000, respectively,
for the same periods in 1998.

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The accompanying
financial statements are presented net of the effects of the treaty.

GUARANTY FUND ASSESSMENTS: Assessments are levied on the Companies by
life and health guaranty associations in most states in which the
Companies are licensed to cover losses of policyholders of insolvent or
rehabilitated insurers. In some states, these assessments can be
partially recovered through a reduction in future premium taxes. The
Companies cannot predict whether and to what extent legislative
initiatives may affect the right to offset.  The associated cost for a
particular insurance company can vary significantly based upon its fixed
account premium volume by line of business and state premiums as well as
its potential for premium tax offset.  The Companies have established an
undiscounted reserve to cover such assessments, review information
regarding known failures, and revise estimates of future guaranty fund
assessments.  Accordingly, the Companies accrued and charged to expense
an additional $208,000 and $598,000 in the third quarter and first nine
months of 1998, respectively.  At September 30, 1999, the Companies have
an undiscounted reserve of $2,444,000 to cover estimated future
assessments (net of related anticipated premium tax credits) and have
established an asset totaling $586,000 for assessments paid which may be
recoverable through future premium tax offsets. The Companies believe
this reserve is sufficient to cover expected future guaranty fund
assessments based upon previous premiums and known insolvencies at this
time.


LITIGATION:  The Companies, like other insurance companies, may be named
or otherwise involved in lawsuits, including class action lawsuits and
arbitrations.  In some class action and other actions involving insurers,
substantial damages have been sought and/or material settlement or award
payments have been made.  The Companies currently believe no pending or
threatened lawsuits or actions exist that are reasonably likely to have a
material adverse impact on the Companies.

VULNERABILITY FROM CONCENTRATIONS: The Companies have various
concentrations in the investment portfolio.  The Companies' asset growth,
net investment income, and cash flow are primarily generated from the
sale of variable products and associated future policy benefits and
separate account liabilities.  Substantial changes in tax laws that would
make these products less attractive to consumers and extreme fluctuations
in interest rates or stock market returns, which may result in higher
lapse experience than assumed, could cause a severe impact on the
Companies' financial condition.  Two broker/dealers, each having at least
ten percent of total sales, generated 29% of the Companies' sales during
the first nine months of 1999 (10% by one broker/dealer in the same
period of 1998).  The Premium Plus variable annuity product generated 78%
of the Companies' sales during the first nine months of 1999 (59% in the
same period of 1998).

REVOLVING NOTE PAYABLE:  To enhance short-term liquidity, the Companies
established a revolving note payable effective July 27, 1998 and expiring
July 31, 1999 with SunTrust Bank, Atlanta (the "Bank").  The note was
approved by the Boards of Directors of Golden American and First Golden
on August 5, 1998 and September 29, 1998, respectively.  As of July 31,
1999, the SunTrust Bank, Atlanta revolving note facility was extended to
July 31, 2000.  The total amount the Companies may have outstanding is
$85,000,000, of which Golden American and First Golden have individual
credit sublimits of $75,000,000 and $10,000,000, respectively.  The note
accrues interest at an annual rate equal to: (1)  the cost of funds for
the Bank for the period applicable for the advance plus 0.25% or (2) a
rate quoted by the Bank to the Companies for the advance. The terms of
the agreement require the Companies to maintain the minimum level of
Company Action Level Risk Based Capital as established by applicable
state law or regulation.  During the quarter and nine months ended
September 30, 1999, the Companies paid interest expense of $55,000 and
$109,000, respectively ($6,000 for the same periods of 1998).  At
September 30, 1999, the Companies did not have any borrowings under this
agreement.

                                          74

<PAGE>
<PAGE>
[Shaded Section Header]
--------------------------------------------------------------------------
      FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying consolidated balance sheets of
Golden American Life Insurance Company as of December 31, 1998 and
1997, and the related consolidated statements of operations,
changes in stockholder's equity, and cash flows for the year ended
December 31, 1998 and for the periods from October 25, 1997
through December 31, 1997, January 1, 1997 through October 24,
1997, August 14, 1996 through December 31, 1996 and January 1,
1996 through August 13, 1996.  These financials are the
responsibility of the Companies' management.  Our responsibility
is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Golden American Life Insurance Company at December 31,
1998 and 1997, and the consolidated results of its operations and
its cash flows for the year ended December 31, 1998 and for the
periods from October 25, 1997 through December 31, 1997, January
1, 1997 through October 24, 1997, August 14, 1996 through December
31, 1996 and January 1, 1996 through August 13, 1996 in conformity
with generally accepted accounting principles.


                                             /s/Ernst & Young LLP




Des Moines, Iowa
February 12, 1999

                                    75

<PAGE>
<PAGE>

                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEETS
                    (Dollars in thousands, except per share data)


<TABLE>
                                                  POST-MERGER
                                     ------------------------------------
                                     December 31, 1998  December 31, 1997
                                     -----------------  -----------------
<S>                                     <C>               <C>
ASSETS
Investments:
  Fixed maturities, available for
    sale, at fair value (cost:
    1998 - $739,772; 1997 -
    $413,288)......................     $  741,985        $  414,401
  Equity securities, at fair value
    (cost: 1998 - $14,437; 1997 -
    $4,437)........................         11,514             3,904
  Mortgage loans on real estate....         97,322            85,093
  Policy loans.....................         11,772             8,832
  Short-term investments...........         41,152            14,460
                                        ----------        ----------
Total investments..................        903,745           526,690
Cash and cash equivalents..........          6,679            21,039
Due from affiliates................          2,983               827
Accrued investment income..........          9,645             6,423
Deferred policy acquisition costs..        204,979            12,752
Value of purchased insurance in
  force............................         35,977            43,174
Current income taxes recoverable...            628               272
Deferred income tax asset..........         31,477            36,230
Property and equipment, less
  allowances for depreciation
  of $801 in 1998 and $97 in 1997..          7,348             1,567
Goodwill, less accumulated
  amortization of $4,408 in 1998
  and $630 in 1997.................        146,719           150,497
Other assets.......................          6,239               755
Separate account assets............      3,396,114         1,646,169
                                        ----------        ----------
Total assets.......................     $4,752,533        $2,446,395
                                        ==========        ==========

</TABLE>

                      See accompanying notes.


                                    76

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                (Dollars in thousands, except per share data)

<TABLE>
                                                  POST-MERGER
                                     ------------------------------------
                                     December 31, 1998  December 31, 1997
                                     -----------------  -----------------
<S>                                      <C>               <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
 Future policy benefits:
 Annuity and interest sensitive life
   products.........................     $  881,112        $  505,304
 Unearned revenue reserve...........          3,840             1,189
 Other policy claims and benefits...             --                10
                                         ----------        ----------
                                            884,952           506,503

Line of credit with affiliate.......             --            24,059
Surplus notes.......................         85,000            25,000
Due to affiliates...................             --                80
Other liabilities...................         32,573            17,271
Separate account liabilities........      3,396,114         1,646,169
                                         ----------        ----------
                                          4,398,639         2,219,082

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
   authorized,issued and outstanding
   250,000 shares...................          2,500            2,500
 Additional paid-in capital.........        347,640          224,997
 Accumulated other comprehensive
   income (loss)....................           (895)             241
 Retained earnings (deficit)........          4,649             (425)
                                         ----------       ----------
Total stockholder's equity..........        353,894          227,313
                                         ----------       ----------
Total liabilities and stockholder's
  equity............................     $4,752,533       $2,446,395
                                         ==========       ==========

</TABLE>

                      See accompanying notes.


                                    77

<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF OPERATIONS
                      (Dollars in thousands)

<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
REVENUES:                                                          |                                     |
 Annuity and interest sensitive                                    |                                     |
  life product charges........    $  39,119           $  3,834     |     $ 18,288           $ 8,768      |     $12,259
 Management fee revenue.......        4,771                508     |        2,262               877      |       1,390
 Net investment income........       42,485              5,127     |       21,656             5,795      |       4,990
 Realized gains (losses) on                                        |                                     |
  investments.................       (1,491)                15     |          151                42      |        (420)
 Other income.................        5,569                236     |          426               486      |          70
                                  ---------           --------     |     --------           -------      |     -------
                                     90,453              9,720     |       42,783            15,968      |      18,289
                                                                   |                                     |
                                                                   |                                     |
INSURANCE BENEFITS AND EXPENSES:                                   |                                     |
 Annuity and interest sensitive                                     |                                     |
 life benefits:                                                    |                                     |
 Interest credited to account                                      |                                     |
  balances.....................      94,845              7,413     |       19,276             5,741      |       4,355
 Benefit claims incurred in                                        |                                     |
  excess of account balances...       2,123                 --     |          125             1,262      |         915
 Underwriting, acquisition                                         |                                     |
  and insurance expenses:                                          |                                     |
  Commissions..................     121,171              9,437     |       26,818             9,866      |      16,549
  General expenses.............      37,577              3,350     |       13,907             5,906      |       9,422
  Insurance taxes..............       4,140                450     |        1,889               672      |       1,225
  Policy acquisition costs                                         |                                     |
    deferred...................    (197,796)           (13,678)    |      (29,003)          (11,712)     |     (19,300)
  Amortization:                                                    |                                     |
   Deferred policy acquisition                                     |                                     |
     costs.....................       5,148                892     |        1,674               244      |       2,436
   Value of purchased insurance                                    |                                     |
     in force..................       4,724                948     |        5,225             2,745      |         951
   Goodwill....................       3,778                630     |        1,398               589      |          --
                                  ---------          ---------     |     --------            ------      |     -------
                                     75,710              9,442     |       41,309            15,313      |      16,553
                                                                   |                                     |
Interest expense...............       4,390                557     |        2,082                85      |          --
                                  ---------          ---------     |     --------            ------      |     -------
                                     80,100              9,999     |       43,391            15,398      |      16,553
                                  ---------          ---------     |     --------            ------      |     -------
Income (loss) before income                                        |                                     |
  taxes........................      10,353               (279)    |         (608)              570      |       1,736
                                                                   |                                     |
Income taxes...................       5,279                146     |       (1,337)              220      |      (1,463)
                                  ---------          ---------     |     --------            ------      |     -------
Net income (loss)..............   $   5,074          $    (425)    |     $    729           $   350      |    $  3,199
                                  =========          =========     |     ========           =======      |    ========

</TABLE>

                      See accompanying notes.


                                    78

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                      (Dollars in thousands)

<TABLE>

                                                                       Accumulated
                                             Redeemable   Additional      Other       Retained          Total
                                   Common    Preferred      Paid-in   Comprehensive   Earnings      Stockholder's
                                   Stock       Stock        Capital   Income (Loss)   (Deficit)        Equity
                                   ------------------------------------------------------------------------------
                                                                   PRE-ACQUISITION
                                   ------------------------------------------------------------------------------
<S>                                <C>        <C>         <C>           <C>             <C>          <C>
Balance at January 1, 1996........ $2,500     $50,000     $  45,030     $   658         $  (63)      $  98,125
 Comprehensive income:
  Net income......................     --          --            --          --          3,199           3,199
  Change in net unrealized
   investment gains  (losses).....     --          --            --      (1,175)            --          (1,175)
                                                                                                     ---------
 Comprehensive income.............                                                                       2,024
 Preferred stock dividends........     --          --            --          --           (719)           (719)
                                    ------    -------      --------     -------         ------       ---------
Balance at August 13, 1996........ $2,500     $50,000     $  45,030    $   (517)        $2,417       $  99,430
                                   ======     =======      ========    ========         ======       =========
</TABLE>

<TABLE>
                                   ------------------------------------------------------------------------------
                                                                  POST-ACQUISITION
                                   ------------------------------------------------------------------------------
<S>                                <C>        <C>         <C>           <C>             <C>          <C>
Balance at August 14, 1996........ $2,500     $50,000     $  87,372          --             --        $139,872
 Comprehensive income:
  Net income......................     --          --            --          --         $  350             350
  Change in net unrealized
   investment gains (losses)......     --          --            --     $   262             --             262
                                                                                                      --------
 Comprehensive income.............                                          612
 Contribution of preferred stock
  to additional paid-in capital...     --     (50,000)       50,000          --             --              --
                                    ------    -------      --------     -------         ------        --------
Balance at December 31, 1996......   2,500         --       137,372         262            350         140,484
 Comprehensive income:
  Net income......................      --         --            --          --            729             729
  Change in net unrealized
   investment gains (losses)......      --         --            --       1,543             --           1,543
                                                                                                      --------
 Comprehensive income.............                                        2,272
 Contribution of capital..........      --         --         1,121          --             --           1,121
                                    ------    -------      --------     -------         ------        --------
Balance at October 24, 1997         $2,500         --      $138,493      $1,805         $1,079        $143,877
                                    ======    =======      ========      ======         ======        ========
</TABLE>


<TABLE>
                                   ------------------------------------------------------------------------------
                                                                     POST-MERGER
                                   ------------------------------------------------------------------------------
<S>                                <C>        <C>         <C>           <C>             <C>          <C>
Balance at October 25, 1997.......  $2,500         --      $224,997          --             --      $227,497
 Comprehensive loss:
   Net loss.......................      --         --            --          --         $ (425)         (425)
  Change in net unrealized
   investment gains (losses)......      --         --            --     $   241             --           241
                                                                                                    --------
 Comprehensive loss...............                                                                      (184)
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1997......   2,500         --       224,997         241           (425)      227,313
 Comprehensive income:
  Net income......................      --         --            --          --          5,074         5,074
  Change in net unrealized
   investment gains (losses)......      --         --            --      (1,136)            --        (1,136)
                                                                                                    --------
 Comprehensive income.............                                                                     3,938
 Contribution of capital..........      --         --       122,500          --             --       122,500
 Other............................      --         --           143          --             --           143
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1998......  $2,500         --      $347,640     $  (895)        $4,649      $353,894
                                    ======    =======      ========     =======         ======      ========
</TABLE>

                      See accompanying notes.


                                    79

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Dollars in thousands)


<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
OPERATING ACTIVITIES                                               |                                     |
Net income (loss)............     $   5,074           $   (425)    |     $    729           $    350     |     $   3,199
Adjustments to reconcile net                                       |                                     |
 income (loss) to net cash                                         |                                     |
 provided by (used in)                                             |                                     |
 operations:                                                       |                                     |
 Adjustments related to annuity                                    |                                     |
  and interest sensitive life                                      |                                     |
  products:                                                        |                                     |
  Interest credited and other                                      |                                     |
   charges on interest                                             |                                     |
   sensitive products........         94,690             7,361     |       19,177              5,106     |         4,472
  Change in unearned                                               |                                     |
   revenues..................          2,651             1,189     |        3,292              2,063     |         2,084
 Decrease (increase) in                                            |                                     |
  accrued investment income..         (3,222)            1,205     |       (3,489)              (877)    |        (2,494)
 Policy acquisition costs                                          |                                     |
  deferred...................       (197,796)          (13,678)    |      (29,003)           (11,712)    |       (19,300)
 Amortization of deferred                                          |                                     |
  policy acquisition costs...          5,148               892     |        1,674                244     |         2,436
 Amortization of value of                                          |                                     |
  purchased insurance in                                           |                                     |
  force......................          4,724               948     |        5,225              2,745     |           951
 Change in other assets,                                           |                                     |
  other liabilities and                                            |                                     |
  accrued income taxes.......          9,891             4,205     |       (8,944)               (96)    |         4,672
 Provision for depreciation                                        |                                     |
  and amortization...........          8,147             1,299     |        3,203              1,242     |           703
 Provision for deferred                                            |                                     |
  income taxes...............          5,279               146     |          316                220     |        (1,463)
 Realized (gains) losses on                                        |                                     |
  investments................          1,491               (15)    |         (151)               (42)    |           420
                                   ---------          --------     |      --------           --------    |     ---------
Net cash provided by (used                                         |                                     |
 in)operating activities.....        (63,923)            3,127     |       (7,971)              (757)    |        (4,320)
                                                                   |                                     |
INVESTING ACTIVITIES                                               |                                     |
Sale, maturity or repayment                                        |                                     |
 of investments:                                                    |                                     |
 Fixed maturities - available                                      |                                     |
  for sale                           145,253             9,871     |       39,622             47,453     |        55,091
 Mortgage loans on real                                            |                                     |
  estate.....................          3,791             1,644     |        5,828                 40     |            --
 Short-term investments-net..             --                --     |       11,415              2,629     |           354
                                   ---------          --------     |     --------           --------     |     ---------
                                     149,044            11,515     |       56,865             50,122     |        55,445
Acquisition of investments:                                        |                                     |
 Fixed maturities - available                                      |                                     |
  for sale...................       (476,523)          (29,596)    |     (155,173)          (147,170)    |      (184,589)
 Equity securities...........        (10,000)               (1)    |       (4,865)                (5)    |            --
 Mortgage loans on real                                            |                                     |
  estate.....................        (16,390)          (14,209)    |      (44,481)           (31,499)    |            --
 Policy loans - net..........         (2,940)             (328)    |       (3,870)              (637)    |        (1,977)
 Short-term investments-net..        (26,692)          (13,244)    |           --                 --     |            --
                                   ---------          --------     |     --------           --------     |     ---------
                                    (532,545)          (57,378)    |     (208,389)          (179,311)    |      (186,566)
Purchase of property and                                           |                                     |
 equipment...................         (6,485)             (252)    |         (875)              (137)    |            --
                                   ---------          --------     |     --------           --------     |     ---------
Net cash used in investing                                         |                                     |
 activities..................       (389,986)          (46,115)    |     (152,399)          (129,326)    |      (131,121)


</TABLE>
                      See accompanying notes.


                                    80

<PAGE>
<PAGE>


                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
         CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                      (Dollars in thousands)


<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
FINANCING ACTIVITIES                                               |                                     |
Proceeds from issuance of                                          |                                     |
 surplus note................     $  60,000                --      |           --           $ 25,000     |            --
Proceeds from reciprocal loan                                      |                                     |
 agreement borrowings........       500,722                --      |           --                 --     |            --
Repayment of reciprocal loan                                       |                                     |
 agreement borrowings........      (500,722)               --      |           --                 --     |            --
Proceeds from revolving                                            |                                     |
 note payable................       108,495                --      |           --                 --     |            --
Repayment of revolving note                                        |                                     |
 payable.....................      (108,495)               --      |           --                 --     |            --
Proceeds from line of credit                                       |                                     |
 borrowings..................            --           $10,119      |    $  97,124                 --     |            --
Repayment of line of credit                                        |                                     |
borrowings...................            --            (2,207)     |      (80,977)                --     |            --
Receipts from annuity and                                          |                                     |
 interest sensitive life                                           |                                     |
 policies credited to                                              |                                     |
 account balances............       593,428            62,306      |      261,549            116,819     |      $149,750
Return of account balances                                         |                                     |
 on annuity and interest                                           |                                     |
 sensitive life policies.....       (72,649)           (6,350)     |      (13,931)            (3,315)    |        (2,695)
Net reallocations to Separate                                      |                                     |
 Accounts                          (239,671)          (17,017)     |      (93,069)           (10,237)    |        (8,286)
Contributions of capital by                                        |                                     |
 parent......................        98,441                --      |        1,011                 --     |            --
Dividends paid on preferred                                        |                                     |
 stock.......................            --                --      |           --                 --     |          (719)
Net cash provided by                                               |                                     |
 financing activities........       439,549            46,851      |      171,707            128,267     |       138,050
                                                                   |                                     |
Increase (decrease) in cash                                        |                                     |
 and cash equivalents........       (14,360)            3,863      |       11,337             (1,816)    |         2,609
Cash and cash equivalents at                                       |                                     |
 beginning of period.........        21,039            17,176      |        5,839              7,655     |         5,046
Cash and cash equivalents at                                       |                                     |
 end of period...............     $   6,679           $21,039      |    $  17,176           $  5,839     |      $  7,655
                                                                   |                                     |
SUPPLEMENTAL DISCLOSURE                                            |                                     |
  OF CASH FLOW INFORMATION                                         |                                     |
Cash paid during the period                                        |                                     |
 for:                                                              |                                     |
 Interest....................     $   4,305           $   295      |    $   1,912                 --     |            --
 Income taxes................            99                --      |          283                 --     |            --
Non-cash financing activities:                                     |                                     |
 Non-cash adjustment to                                            |                                     |
  additional paid-in capital                                       |                                     |
  for adjusted merger costs..           143                --      |           --                 --     |            --
Contribution of property and                                       |                                     |
  equipment from EIC Variable,                                     |                                     |
  Inc. net of $353 of                                              |                                     |
  accumulated depreciation...            --                --      |          110                 --     |            --
Contribution of capital from                                       |                                     |
  parent to repay line of                                          |                                     |
  credit borrowings..........        24,059                --      |           --                 --     |            --

</TABLE>

                     See accompanying notes.


                                    81

<PAGE>
<PAGE>

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The consolidated financial statements include Golden American Life
Insurance Company ("Golden American") and its wholly owned
subsidiary, First Golden American Life Insurance Company of New
York ("First Golden," and with Golden American, collectively, the
"Companies"). All significant intercompany accounts and
transactions have been eliminated.

ORGANIZATION

Golden American, a wholly owned subsidiary of Equitable of Iowa
Companies, Inc., offers variable insurance products and is
licensed as a life insurance company in the District of Columbia
and all states except New York. On January 2, 1997 and December
23, 1997, First Golden became licensed to sell insurance products
in New York and Delaware, respectively. The Companies' products
are marketed by broker/dealers, financial institutions and
insurance agents. The Companies' primary customers are consumers
and corporations.

On October 24, 1997, PFHI Holding, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of
Equitable of Iowa Companies ("Equitable") according to the terms
of an Agreement and Plan of Merger ("Merger Agreement") dated July
7, 1997 among Equitable, PFHI and ING Groep N.V. ("ING"). PFHI is
a wholly owned subsidiary of ING, a global financial services
holding company based in The Netherlands. As a result of this
transaction, Equitable was merged into PFHI, which was
simultaneously renamed Equitable of Iowa Companies, Inc. ("EIC" or
the "Parent"), a Delaware corporation. See Note 6 for additional
information regarding the merger.

On August 13, 1996, Equitable acquired all of the outstanding
capital stock of BT Variable, Inc. (subsequently known as EIC
Variable, Inc.) and its wholly owned subsidiaries, Golden American
and Directed Services, Inc. ("DSI") from Whitewood Properties
Corporation ("Whitewood"). See Note 7 for additional information
regarding the acquisition.

For financial statement purposes, the ING merger was accounted for
as a purchase effective October 25, 1997 and the change in control
of Golden American through the acquisition of BT Variable, Inc.
was accounted for as a purchase effective August 14, 1996. The
merger and acquisition resulted in new bases of accounting
reflecting estimated fair values of assets and liabilities at
their respective dates. As a result, the Companies' financial
statements for the periods after October 24, 1997 are presented on
the Post-Merger new basis of accounting, for the period August 14,
1996 through October 24, 1997 are presented on the Post-
Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented on the Pre-Acquisition basis of accounting.

INVESTMENTS

Fixed Maturities: The Companies account for their investments
under the Statement of Financial Accounting Standards ("SFAS") No.
115, "Accounting for Certain Investments in Debt and Equity
Securities," which requires fixed maturities to be designated as
either "available for sale," "held for investment" or "trading."
Sales of fixed maturities designated as "available for sale" are
not restricted by SFAS No. 115. Available for sale securities are
reported at fair value and unrealized gains and losses on these
securities are included directly in stockholder's equity, after
adjustment for related changes in value

                                    82

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)


of purchased insurance in force ("VPIF"), deferred policy acquisition
costs ("DPAC") and deferred income taxes. At December 31, 1998 and 1997,
all of the Companies' fixed maturities are designated as available
for sale, although the Companies are not precluded from designating
fixed maturities as held for investment or trading at some future date.

Securities determined to have a decline in value that is other
than temporary are written down to estimated fair value, which
becomes the new cost basis by a charge to realized losses in the
Companies' Statements of Operations. Premiums and discounts are
amortized/accrued utilizing a method which results in a constant
yield over the securities' expected lives. Amortization/accrual of
premiums and discounts on mortgage and other asset-backed
securities incorporates a prepayment assumption to estimate the
securities' expected lives.

Equity Securities: Equity securities are reported at estimated
fair value if readily marketable. The change in unrealized
appreciation and depreciation of marketable equity securities (net
of related deferred income taxes, if any) is included directly in
stockholder's equity. Equity securities determined to have a
decline in value that is other than temporary are written down to
estimated fair value, which then becomes the new cost basis by a
charge to realized losses in the Companies' Statements of
Operations.

Mortgage Loans: Mortgage loans on real estate are reported at cost
adjusted for amortization of premiums and accrual of discounts. If
the value of any mortgage loan is determined to be impaired (i.e.,
when it is probable the Companies will be unable to collect all
amounts due according to the contractual terms of the loan
agreement), the carrying value of the mortgage loan is reduced to
the present value of expected future cash flows from the loan
discounted at the loan's effective interest rate, or to the loan's
observable market price, or the fair value of the underlying
collateral. The carrying value of impaired loans is reduced by the
establishment of a valuation allowance which is adjusted at each
reporting date for significant changes in the calculated value of
the loan. Changes in this valuation allowance are charged or
credited to income.

Other Investments: Policy loans are reported at unpaid principal.
Short-term investments are reported at cost, adjusted for
amortization of premiums and accrual of discounts.

Realized Gains and Losses:  Realized gains and losses are
determined on the basis of specific identification and average
cost methods for manager initiated and issuer initiated disposals,
respectively.

Fair Values:  Estimated fair values, as reported herein, of
conventional mortgage-backed securities not actively traded in a
liquid market and publicly traded fixed maturities are estimated
using a third party pricing system. This pricing system uses a
matrix calculation assuming a spread over U.S. Treasury bonds
based upon the expected average lives of the securities. Fair
values of private placement bonds are estimated using a matrix
that assumes a spread (based on interest rates and a risk
assessment of the bonds) over U.S. Treasury bonds. Estimated fair
values of equity securities which consist of the Companies'
investment in its registered separate accounts are based upon the
quoted fair value of the securities comprising the individual
portfolios underlying the separate accounts.

                                    83

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

CASH AND CASH EQUIVALENTS

For purposes of the accompanying Statements of Cash Flows, the
Companies consider all demand deposits and interest-bearing
accounts not related to the investment function to be cash
equivalents. All interest-bearing accounts classified as cash
equivalents have original maturities of three months or less.

DEFERRED POLICY ACQUISITION COSTS

Certain costs of acquiring new insurance business, principally
first year commissions and interest bonuses, extra credit bonuses
and other expenses related to the production of new business, have
been deferred. Acquisition costs for variable annuity and variable
life products are being amortized generally in proportion to the
present value (using the assumed crediting rate) of expected
future gross profits. This amortization is adjusted
retrospectively when the Companies revise their estimate of
current or future gross profits to be realized from a group of
products. DPAC is adjusted to reflect the pro forma impact of
unrealized gains and losses on fixed maturities the Companies have
designated as "available for sale" under SFAS No. 115.

VALUE OF PURCHASED INSURANCE IN FORCE

As a result of the merger and the acquisition, a portion of the
purchase price related to each transaction was allocated to the
right to receive future cash flows from existing insurance
contracts. This allocated cost represents VPIF which reflects the
value of those purchased policies calculated by discounting
actuarially determined expected future cash flows at the discount
rate determined by the purchaser. Amortization of VPIF is charged
to expense in proportion to expected gross profits of the
underlying business. This amortization is adjusted retrospectively
when the Companies revise the estimate of current or future gross
profits to be realized from the insurance contracts acquired. VPIF
is adjusted to reflect the pro forma impact of unrealized gains
and losses on available for sale fixed maturities. See Notes 6 and
7 for additional information on VPIF resulting from the merger and
acquisition.

PROPERTY AND EQUIPMENT

Property and equipment primarily represent leasehold improvements,
office furniture, certain other equipment and capitalized computer
software and are not considered to be significant to the
Companies' overall operations. Property and equipment are reported
at cost less allowances for depreciation. Depreciation expense is
computed primarily on the basis of the straight-line method over
the estimated useful lives of the assets.

GOODWILL

Goodwill was established as a result of the merger and is being
amortized over 40 years on a straight-line basis. Goodwill
established as a result of the acquisition was being amortized
over 25 years on a straight-line basis. See Notes 6 and 7 for
additional information on the merger and acquisition.

FUTURE POLICY BENEFITS

Future policy benefits for divisions with fixed interest
guarantees of the variable products are established utilizing the
retrospective deposit accounting method. Policy reserves represent
the premiums received plus accumulated interest, less mortality
and administration charges. Interest credited to these policies
ranged from 3.00% to 10.00% during 1998, 3.30% to 8.25% during
1997 and 4.00% to 7.25% during 1996. The unearned revenue reserve
represents unearned distribution fees.  These distribution fees
have been deferred and are amortized over the life of the
contracts in proportion to expected gross profits.

                                    84

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEPARATE ACCOUNTS

Assets and liabilities of the separate accounts reported in the
accompanying Balance Sheets represent funds separately
administered principally for variable annuity and variable life
contracts. Contractholders, rather than the Companies, bear the
investment risk for the variable products. At the direction of the
contractholders, the separate accounts invest the premiums from
the sale of variable products in shares of specified mutual funds.
The assets and liabilities of the separate accounts are clearly
identified and segregated from other assets and liabilities of the
Companies. The portion of the separate account assets equal to the
reserves and other liabilities of variable annuity and variable
life contracts cannot be charged with liabilities arising out of
any other business the Companies may conduct.

Variable separate account assets are carried at fair value of the
underlying investments and generally represent contractholder
investment values maintained in the accounts. Variable separate
account liabilities represent account balances for the variable
annuity and variable life contracts invested in the separate
accounts; the fair value of these liabilities is equal to their
carrying amount. Net investment income and realized and unrealized
capital gains and losses related to separate account assets are
not reflected in the accompanying Statements of Operations.

Product charges recorded by the Companies from variable products
consist of charges applicable to each contract for mortality and
expense risk, cost of insurance, contract administration and
surrender charges. In addition, some variable annuity and all
variable life contracts provide for a distribution fee collected
for a limited number of years after each premium deposit. Revenue
recognition of collected distribution fees is amortized over the
life of the contract in proportion to its expected gross profits.
The balance of unrecognized revenue related to the distribution
fees is reported as an unearned revenue reserve.

DEFERRED INCOME TAXES

Deferred tax assets or liabilities are computed based on the
difference between the financial statement and income tax bases of
assets and liabilities using the enacted marginal tax rate.
Deferred tax assets or liabilities are adjusted to reflect the pro
forma impact of unrealized gains and losses on equity securities
and fixed maturities the Companies have designated as available
for sale under SFAS No. 115. Changes in deferred tax assets or
liabilities resulting from this SFAS No. 115 adjustment are
charged or credited directly to stockholder's equity. Deferred
income tax expenses or credits reflected in the Companies'
Statements of Operations are based on the changes in the deferred
tax asset or liability from period to period (excluding the SFAS
No. 115 adjustment).

DIVIDEND RESTRICTIONS
Golden American's ability to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed
an annual limit. During 1999, Golden American cannot pay dividends
to its Parent without prior approval of statutory authorities.

Under the provisions of the insurance laws of the State of New
York, First Golden cannot distribute any dividends to its
stockholder unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed at least thirty days
in advance of the proposed declaration. If the Superintendent
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution
by giving written notice to First Golden within thirty days after
the filing.
                                    85

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEGMENT REPORTING

As of December 31, 1998, the Companies adopted the SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 131 superseded SFAS No. 14, "Financial
Reporting for Segments of a Business Enterprise." SFAS No. 131
establishes standards for the way public business enterprises
report information about operating segments in annual financial
statements and requires enterprises to report selected information
about operating segments in interim financial reports. SFAS No.
131 also establishes standards for related disclosures about
products and services, geographic areas and major customers.

The Companies manage their business as one segment, the sale of
variable products designed to meet customer needs for tax-
advantaged methods of saving for retirement and protection from
unexpected death. Variable products are sold to consumers and
corporations throughout the United States. The adoption of SFAS
No. 131 did not affect the results of operations or financial
position of the Companies.

USE OF ESTIMATES

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions affecting the amounts reported in
the financial statements and accompanying notes. Actual results
could differ from those estimates.

Management is required to utilize historical experience and
assumptions about future events and circumstances in order to
develop estimates of material reported amounts and disclosures.
Included among the material (or potentially material) reported
amounts and disclosures that require extensive use of estimates
and assumptions are (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values
of policyholder liabilities, (2) policyholder liabilities, (3)
deferred policy acquisition costs and value of purchased insurance
in force, (4) fair values of assets and liabilities recorded as a
result of merger and acquisition transactions, (5) asset valuation
allowances, (6) guaranty fund assessment accruals, (7) deferred
tax benefits (liabilities) and (8) estimates for commitments and
contingencies including legal matters, if a liability is
anticipated and can be reasonably estimated. Estimates and
assumptions regarding all of the proceeding are inherently subject
to change and are reassessed periodically. Changes in estimates
and assumptions could materially impact the financial statements.

RECLASSIFICATIONS

Certain amounts in the financial statements for the periods ended
within the years ended December 31, 1997 and 1996 have been
reclassified to conform to the December 31, 1998 financial
statement presentation.

2.   BASIS OF FINANCIAL REPORTING

The financial statements of the Companies differ from related
statutory-basis financial statements principally as follows: (1)
acquisition costs of acquiring new business are deferred and
amortized over the life of the policies rather than charged to
operations as incurred; (2) an asset representing the present
value of future cash flows from insurance contracts acquired was
established as a result of the merger/acquisition and is amortized
and charged to expense; (3) future policy benefit reserves for
divisions with fixed interest guarantees of the variable products
are based on full account values, rather than the greater of cash
surrender value or amounts derived from discounting methodologies
utilizing statutory interest rates; (4) reserves are reported
before reduction for reserve credits related to

                                    86

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


2.   BASIS OF FINANCIAL REPORTING (continued)

reinsurance ceded and a receivable is established, net of an allowance
for uncollectible amounts, for these credits rather than presented net
of these credits; (5) fixed maturity investments are designated as
"available for sale" and valued at fair value with unrealized
appreciation/depreciation, net of adjustments to value of
purchased insurance in force, deferred policy acquisition costs
and deferred income taxes (if applicable), credited/charged
directly to stockholder's equity rather than valued at amortized
cost; (6) the carrying value of fixed maturities is reduced to
fair value by a charge to realized losses in the Statements of
Operations when declines in carrying value are judged to be other
than temporary, rather than through the establishment of a formula-
determined statutory investment reserve (carried as a liability),
changes in which are charged directly to surplus; (7) deferred
income taxes are provided for the difference between the financial
statement and income tax bases of assets and liabilities; (8) net
realized gains or losses attributed to changes in the level of
interest rates in the market are recognized when the sale is
completed rather than deferred and amortized over the remaining
life of the fixed maturity security; (9) a liability is
established for anticipated guaranty fund assessments, net of
related anticipated premium tax credits, rather than capitalized
when assessed and amortized in accordance with procedures
permitted by insurance regulatory authorities; (10) revenues for
variable products consist of policy charges applicable to each
contract for the cost of insurance, policy administration charges,
amortization of policy initiation fees and surrender charges
assessed rather than premiums received; (11) the financial
statements of Golden American's wholly owned subsidiary are
consolidated rather than recorded at the equity in net assets;
(12) surplus notes are reported as liabilities rather than as
surplus; and (13) assets and liabilities are restated to fair
values when a change in ownership occurs, with provisions for
goodwill and other intangible assets, rather than continuing to be
presented at historical cost.

The net loss for Golden American as determined in accordance with
statutory accounting practices was $68,002,000 in 1998, $428,000
in 1997 and $9,188,000 in 1996. Total statutory capital and
surplus was $183,045,000 at December 31, 1998 and $76,914,000 at
December 31, 1997.

                                    87

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS

INVESTMENT RESULTS

Major categories of net investment income are summarized below:


<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
Fixed maturities.............     $35,224             $4,443       |     $18,488            $5,083       |     $4,507
Equity securities............          --                  3       |          --               103       |         --
Mortgage loans on                                                  |                                     |
 real estate.................       6,616                879       |       3,070               203       |         --
Policy loans.................         619                 59       |         482                78       |         73
Short-term                                                         |                                     |
 investments.................       1,311                129       |         443               441       |        341
Other, net...................         246               (154)      |          24                 2       |         22
Funds held in                                                      |                                     |
 escrow......................          --                 --       |          --                --       |        145
                                  -------             ------       |     -------            ------       |     ------
Gross investment                                                   |                                     |
 income......................      44,016              5,359       |      22,507             5,910       |      5,088
Less investment                                                    |                                     |
 expenses....................      (1,531)              (232)      |        (851)             (115)      |        (98)
                                  -------             ------       |     -------            ------       |     ------
Net investment                                                     |                                     |
 income......................     $42,485             $5,127       |     $21,656            $5,795       |     $4,990
                                  =======             ======       |     =======            ======       |     ======

</TABLE>

Realized gains (losses) on investments are as follows:


<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
Fixed maturities:                                                  |                                     |
 available for sale..........     $(1,428)            $25          |     $151               $42          |     $(420)
Mortgage loans...............         (63)            (10)         |       --                --          |        --
                                  -------             ---          |     ----               ---          |     -----
Realized gains (losses)                                            |                                     |
 on investments..............     $(1,491)            $15          |     $151               $42          |     $(420)
                                  =======             ===          |     ====               ===          |     =====
</TABLE>

                                    88

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)

The change in unrealized appreciation (depreciation) of securities
at fair value is as follows:

<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
Fixed maturities:                                                  |                                     |
 Available for sale..........     $1,100              $(3,494)     |     $4,197             $2,497       |      $(3,045)
 Held for investment.........         --                   --      |         --                 --       |          (90)
Equity securities............     (2,390)                 (68)     |       (462)                (4)      |           (2)
                                  ------              -------      |     ------             ------       |      -------
Unrealized appreciation                                            |                                     |
 (depreciation) of                                                 |                                     |
 securities..................    $(1,290)             $(3,562)     |     $3,735             $2,493       |      $(3,137)
                                 =======              =======      |     ======             ======       |      =======
</TABLE>


At December 31, 1998 and December 31, 1997, amortized cost, gross
unrealized gains and losses and estimated fair values of fixed
maturities, all of which are designated as available for sale, are
as follows:

<TABLE>
                                                               POST-MERGER
                                       ---------------------------------------------------------
                                                         Gross            Gross        Estimated
                                       Amortized       Unrealized      Unrealized        Fair
                                          Cost           Gains            Losses         Value
                                       ---------       ----------      ----------      ---------
                                                          (Dollars in thousands)
<S>                                    <C>               <C>             <C>           <C>
DECEMBER 31, 1998
U.S. government and governmental
 agencies and authorities............. $ 13,568          $  182          $   (8)       $ 13,742
Foreign governments...................    2,028               8              --           2,036
Public utilities......................   67,710             546            (447)         67,809
Corporate securities..................  365,569           4,578          (2,658)        367,489
Other asset-backed securities.........   99,877             281          (1,046)         99,112
Mortgage-backed securities............  191,020           1,147            (370)        191,797
                                       --------          ------         -------        --------
Total................................. $739,772          $6,742         $(4,529)       $741,985
                                       ========          ======         =======        ========

DECEMBER 31, 1997
U.S. government and governmental
  agencies and authorities............ $  5,705          $    5         $    (1)       $  5,709
Foreign governments...................    2,062              --              (9)          2,053
Public utilities......................   26,983              55              (4)         27,034
Corporate securities..................  259,798           1,105            (242)        260,661
Other asset-backed securities.........    3,155              32              --           3,187
Mortgage-backed securities............  115,585             202             (30)        115,757
                                       --------          ------         -------        --------
Total................................. $413,288          $1,399         $  (286)       $414,401
                                       ========          ======         =======        ========

</TABLE>

                                    89

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)

At December 31, 1998, net unrealized investment gains on fixed
maturities designated as available for sale totaled $2,213,000.
Appreciation of $1,005,000 was included in stockholder's equity at
December 31, 1998 (net of an adjustment of $203,000 to VPIF, an
adjustment of $455,000 to DPAC and deferred income taxes of
$550,000). Short-term investments with maturities of 30 days or
less have been excluded from the above schedules. Amortized cost
approximates fair value for these securities.

Amortized cost and estimated fair value of fixed maturities
designated as available for sale, by contractual maturity, at
December 31, 1998 are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right
to call or prepay obligations with or without call or prepayment
penalties.


                                                   POST-MERGER
                                           ---------------------------
                                           Amortized        Estimated
December 31, 1998                             Cost          Fair Value
----------------------------------------------------------------------
                                              (Dollars in thousands)
Due within one year......................  $ 50,208          $ 50,361
Due after one year through five years....   310,291           311,943
Due after five years through ten years...    78,264            78,541
Due after ten years......................    10,112            10,231
                                            448,875           451,076
Other asset-backed securities............    99,877            99,112
Mortgage-backed securities...............   191,020           191,797
                                           --------          --------
Total....................................  $739,772          $741,985
                                           ========          ========


An analysis of sales, maturities and principal repayments of the
Companies' fixed maturities portfolio is as follows:


<TABLE>

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
<S>                                       <C>            <C>       <C>         <C>
POST-MERGER
For the year ended December 31, 1998:
Scheduled principal repayments,
 calls and tenders......................  $102,504       $ 60      $    (3)    $102,561
Sales...................................    43,204        518       (1,030)      42,692
                                          --------       ----      -------     --------
Total...................................  $145,708       $578      $(1,033)    $145,253
                                          ========       ====      =======     ========

For the period October 25, 1997 through
 December 31, 1997:
Scheduled principal repayments,
 calls and tenders.....................   $  6,708      $  2            --     $  6,710
Sales..................................      3,138        23            --        3,161
                                          --------      ----       -------     --------
Total..................................   $  9,846      $ 25            --     $  9,871
                                          ========      ====       =======     ========

</TABLE>

                                    90

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)


<TABLE>

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
<S>                                        <C>           <C>        <C>        <C>
POST- ACQUISITION
For the period January 1, 1997 through
 October 24, 1997:
Scheduled principal repayments,
 calls and tenders.....................    $25,419         --         --       $25,419
Sales..................................     14,052       $153       $ (2)       14,203
                                           -------       ----       ----       -------
Total..................................    $39,471       $153       $ (2)      $39,622
                                           =======       ====       ====       =======
For the period August 14, 1996 through
 December 31, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,612         --         --       $ 1,612
Sales.................................      45,799       $115       $(73)       45,841
                                           -------       ----       ----       -------
Total.................................     $47,411       $115       $(73)      $47,453
                                           =======       ====       ====       =======

PRE-ACQUISITION
For the period January 1, 1996 through
 August 13, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,801         --         --       $ 1,801
Sales.................................      53,710       $152      $(572)       53,290
                                           -------       ----      -----       -------
Total.................................     $55,511       $152      $(572)      $55,091
                                           =======       ====      =====       =======

</TABLE>

Investment Valuation Analysis: The Companies analyze the
investment portfolio at least quarterly in order to determine if
the carrying value of any investment has been impaired. The
carrying value of debt and equity securities is written down to
fair value by a charge to realized losses when an impairment in
value appears to be other than temporary. During the year ended
December 31, 1998, Golden American recognized a loss on two fixed
maturity investments of $973,000. During 1997 and 1996, no
investments were identified as having an other than temporary
impairment.

Investments on Deposit: At December 31, 1998 and 1997, affidavits
of deposits covering bonds with a par value of $6,470,000 and
$6,605,000, respectively, were on deposit with regulatory
authorities pursuant to certain statutory requirements.

Investment Diversifications: The Companies' investment policies
related to the investment portfolio require diversification by
asset type, company and industry and set limits on the amount
which can be invested in an individual issuer. Such policies are
at least as restrictive as those set forth by regulatory
authorities. The following percentages relate to holdings at
December 31, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (26% in 1998, 30% in 1997),
conventional mortgage-backed securities (25% in 1998, 13% in
1997), financial companies (19% in 1998, 24% in 1997), other asset-
backed securities (11% in 1998) and various government bonds and
government or agency mortgage-backed securities (5% in 1998, 17%
in 1997). Mortgage loans on real estate have been analyzed

                                    91

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


3.   INVESTMENT OPERATIONS (continued)


by geographical location with concentrations by state identified as
California (12% in 1998 and 1997), Utah (11% in 1998, 13% in 1997)
and Georgia (10% in 1998, 11% in 1997). There are no other
concentrations of mortgage loans in any state exceeding ten
percent at December 31, 1998 and 1997. Mortgage loans on real
estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (36% in 1998, 43% in
1997), industrial buildings (32% in 1998, 33% in 1997) and retail
facilities (20% in 1998, 15% in 1997).  Equity securities are not
significant to the Companies' overall investment portfolio.

No investment in any person or its affiliates (other than bonds
issued by agencies of the United States government) exceeded ten
percent of stockholder's equity at December 31, 1998.

4.   COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the SFAS  No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes new
rules for the reporting and display of comprehensive income and
its components; however, the adoption of this statement had no
impact on the Companies' net income or stockholder's equity. SFAS
No. 130 requires unrealized gains or losses on the Companies'
available for sale securities (net of VPIF, DPAC and deferred
income taxes) to be included in other comprehensive income.  Prior
to the adoption of SFAS No. 130, unrealized gains (losses) were
reported separately in stockholder's equity. Prior year financial
statements have been reclassified to conform to the requirements
of SFAS No. 130.

Total comprehensive income (loss) for the Companies includes
$1,015,000 for the year ended December 31, 1998 for First Golden
($159,000, $536,000 and $(57,000), respectively, for the periods
October 25, 1997 through December 31, 1997, January 1, 1997
through October 24, 1997 and December 17, 1996 through December
31, 1996). Other comprehensive income excludes net investment
gains (losses) included in net income which merely represent
transfers from unrealized to realized gains and losses. These
amounts total $(2,133,000) in 1998. Such amounts, which have been
measured through the date of sale, are net of income taxes and
adjustments to VPIF and DPAC totaling $705,000 in 1998.

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments," requires disclosure of estimated fair value of all
financial instruments, including both assets and liabilities
recognized and not recognized in a company's balance sheet, unless
specifically exempted. SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments,"
requires additional disclosures about derivative financial
instruments. Most of the Companies' investments, investment
contracts and debt fall within the standards' definition of a
financial instrument. Fair values for the Companies' insurance
contracts other than investment contracts are not required to be
disclosed. In cases where quoted market prices are not available,
estimated fair values are based on estimates using present value
or other valuation techniques. Those techniques are significantly
affected by the assumptions used, including the discount rate and
estimates of future cash flows. Accounting, actuarial and
regulatory bodies are continuing to study the methodologies to be
used in developing fair value information, particularly as it
relates to such things as liabilities for insurance contracts.
Accordingly, care should be exercised in deriving conclusions
about the Companies' business or financial condition based on the
information presented herein.

The Companies closely monitor the composition and yield of
invested assets, the duration and interest credited on insurance
liabilities and resulting interest spreads and timing of cash
flows. These amounts
                                    92

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

are taken into consideration in the Companies' overall management
of interest rate risk, which attempts to minimize exposure to changing
interest rates through the matching of investment cash flows with amounts
expected to be due under insurance contracts.  These assumptions may not
result in values consistent with those obtained through an actuarial
appraisal of the Companies' business or values that might arise in
a negotiated transaction.

The following compares carrying values as shown for financial
reporting purposes with estimated fair values:

<TABLE>
                                                   POST-MERGER
                                 -----------------------------------------------
                                    December 31, 1998       December 31, 1997
                                 ----------------------  -----------------------
                                              Estimated              Estimated
                                   Carrying     Fair      Carrying     Fair
                                    Value       Value      Value       Value
                                 -----------  ---------  ----------  -----------
                                             (Dollars in thousands)
<S>                              <C>         <C>         <C>          <C>
ASSETS
Fixed maturities, available
 for sale......................  $  741,985  $  741,985  $  414,401   $  414,401
Equity securities..............      11,514      11,514       3,904        3,904
Mortgage loans on real estate..      97,322      99,762      85,093       86,348
Policy loans...................      11,772      11,772       8,832        8,832
Short-term investments.........      41,152      41,152      14,460       14,460
Cash and cash equivalents......       6,679       6,679      21,039       21,039
Separate account assets........  $3,396,114  $3,396,114  $1,646,169   $1,646,169

LIABILITIES
Annuity products...............     869,009     827,597     493,181      469,714
Surplus notes..................      85,000      90,654      25,000       28,837
Line of credit with affiliate..          --          --      24,059       24,059
Separate account liabilities...   3,396,114   3,396,114   1,646,169    1,646,169


</TABLE>


The following methods and assumptions were used by the Companies
in estimating fair values.

Fixed Maturities: Estimated fair values of conventional mortgage-
backed securities not actively traded in a liquid market and
publicly traded securities are estimated using a third party
pricing system. This pricing system uses a matrix calculation
assuming a spread over U.S. Treasury bonds based upon the expected
average lives of the securities.

Equity Securities: Estimated fair values of equity securities,
which consist of the Companies' investment in the portfolios
underlying its separate accounts, are based upon the quoted fair
value of individual securities comprising the individual
portfolios. For equity securities not actively traded, estimated
fair values are based upon values of issues of comparable returns
and quality.

Mortgage Loans on Real Estate: Fair values are estimated by
discounting expected cash flows, using interest rates currently
offered for similar loans.

Policy Loans: Carrying values approximate the estimated fair value
for policy loans.

                                    93

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

Short-Term Investments and Cash and Cash Equivalents: Carrying
values reported in the Companies' historical cost basis balance
sheet approximate estimated fair value for these instruments due
to their short-term nature.

Separate Account Assets: Separate account assets are reported at
the quoted fair values of the individual securities in the
separate accounts.

Annuity Products: Estimated fair values of the Companies'
liabilities for future policy benefits for the divisions of the
variable annuity products with fixed interest guarantees and for
supplemental contracts without life contingencies are stated at
cash surrender value, the cost the Companies would incur to
extinguish the liability.

Surplus Notes: Estimated fair value of the Companies' surplus
notes were based upon discounted future cash flows using a
discount rate approximating the Companies' return on invested
assets.

Line Of Credit With Affiliate: Carrying value reported in the
Companies' historical cost basis balance sheet approximates
estimated fair value for this instrument.

Separate Account Liabilities: Separate account liabilities are
reported at full account value in the Companies' historical cost
balance sheet. Estimated fair values of separate account
liabilities are equal to their carrying amount.

6.   MERGER

Transaction:  On October 23, 1997, Equitable's shareholders
approved the Merger Agreement dated July 7, 1997 among Equitable,
PFHI and ING. On October 24, 1997, PFHI, a Delaware corporation,
acquired all of the outstanding capital stock of Equitable
according to the Merger Agreement. PFHI is a wholly owned
subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn,
owned all the outstanding capital stock of Equitable Life
Insurance Company of Iowa ("Equitable Life") and Golden American
and their wholly owned subsidiaries. In addition, Equitable owned
all the outstanding capital stock of Locust Street Securities,
Inc. ("LSSI"), Equitable Investment Services, Inc. (subsequently
dissolved), DSI, Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds
Distributor, Inc.). In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock and assumed approximately $400 million
in debt. As a result of this transaction, Equitable was merged
into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent"), a Delaware corporation.
All costs of the merger, including expenses to terminate certain
benefit plans, were paid by the Parent.

Accounting Treatment:  The merger was accounted for as a purchase
resulting in a new basis of accounting, reflecting estimated fair
values for assets and liabilities at October 24, 1997. The
purchase price was allocated to EIC and its subsidiaries with
$227,497,000 allocated to the Companies. Goodwill was established
for the excess of the merger cost over the fair value of the net
assets and attributed to EIC and its subsidiaries including Golden
American and First Golden. The amount of goodwill allocated to the
Companies relating to the merger was $151,127,000 at the merger
date and is being amortized over 40 years on a straight-line
basis. The carrying value of goodwill will be reviewed
periodically for any indication of impairment in value. The
Companies' DPAC, previous balance of VPIF and unearned revenue
reserve, as of the merger date, were eliminated and a new asset of
$44,297,000 representing VPIF was established for all policies in
force at the merger date.

                                    94

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


6.   Merger (continued)

Value of Purchased Insurance In Force:  As part of the merger, a
portion of the acquisition cost was allocated to the right to
receive future cash flows from insurance contracts existing with
the Companies at the merger date. This allocated cost represents
VPIF reflecting the value of those purchased policies calculated
by discounting the actuarially determined expected future cash
flow at the discount rate determined by ING.

An analysis of the VPIF asset is as follows:


                                                POST-MERGER
                                   -------------------------------------
                                                        For the period
                                      For the year     October 25, 1997
                                         ended              through
                                   December 31, 1998   December 31, 1997
                                   -----------------   -----------------
                                           (Dollars in thousands)

Beginning balance.................      $43,174              $44,297
                                        --------             --------
Imputed interest..................        2,802                1,004
Amortization......................       (7,753)              (1,952)
Changes in assumptions of
 timing of gross profits..........          227                   --
                                        --------             --------
Net amortization..................       (4,724)                (948)
Adjustment for unrealized gains
 on available for sale
 securities.......................          (28)                (175)
Adjustment for other receivables
 and merger costs.................       (2,445)                  --
                                        --------             --------
Ending balance....................      $35,977              $43,174
                                        =======              =======
Interest is imputed on the unamortized balance of VPIF at a rate
of 7.38% for the year ended December 31, 1998 and 7.03% for the
period October 25, 1997 through December 31, 1997. The
amortization of VPIF, net of imputed interest, is charged to
expense. VPIF decreased $2,664,000 in the second quarter of 1998
to adjust the value of other receivables at merger date and
increased $219,000 in the first quarter of 1998 as a result of an
adjustment to the merger costs. VPIF is adjusted for the
unrealized gains (losses) on available for sale securities; such
changes are included directly in stockholder's equity. Based on
current conditions and assumptions as to the impact of future
events on acquired policies in force, the expected approximate net
amortization relating to VPIF as of December 31, 1998 is
$4,300,000 in 1999, $4,000,000 in 2000, $3,900,000 in 2001,
$3,700,000 in 2002 and $3,300,000 in 2003. Actual amortization may
vary based upon changes in assumptions and experience.

7.   ACQUISITION

Transaction:  On August 13, 1996, Equitable acquired all of the
outstanding capital stock of BT Variable from Whitewood, a wholly
owned subsidiary of Bankers Trust Company ("Bankers Trust"),
according to the terms of the Purchase Agreement dated May 3, 1996
between Equitable and Whitewood. In exchange for the outstanding
capital stock of BT Variable, Equitable paid the sum of
$93,000,000 in cash to Whitewood in accordance with the terms of
the Purchase Agreement. Equitable also paid the sum of $51,000,000
in cash to Bankers Trust to retire certain debt owed by BT
Variable to Bankers Trust pursuant to a revolving credit arrangement.
After the acquisition, the BT Variable, Inc. name was changed to EIC
Variable, Inc. On April 30, 1997, EIC Variable, Inc. was liquidated
and its investments in

                                    95

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


7.   Acquisition (continued)

Golden American and DSI were transferred to Equitable, while the
remainder of its net assets were contributed to Golden American.
On December 30, 1997, EIC Variable, Inc. was dissolved.

Accounting Treatment:  The acquisition was accounted for as a
purchase resulting in a new basis of accounting, which reflected
estimated fair values for assets and liabilities at August 13,
1996. The purchase price was allocated to the three companies
purchased - BT Variable, DSI and Golden American. The allocation
of the purchase price to Golden American was approximately
$139,872,000. Goodwill was established for the excess of the
purchase price over the fair value of the net assets acquired and
attributed to Golden American. The amount of goodwill relating to
the acquisition was $41,113,000 and was amortized over 25 years on
a straight-line basis until the October 24, 1997 merger with ING.
Golden American's DPAC, previous balance of VPIF and unearned
revenue reserve, as of the acquisition date, were eliminated and
an asset of $85,796,000 representing VPIF was established for all
policies in force at the acquisition date.

Value of Purchased Insurance In Force:  As part of the
acquisition, a portion of the acquisition cost was allocated to
the right to receive future cash flows from the insurance
contracts existing with Golden American at the date of
acquisition. This allocated cost represents VPIF reflecting the
value of those purchased policies calculated by discounting the
actuarially determined expected future cash flows at the discount
rate determined by Equitable.

An analysis of the VPIF asset is as follows:


<TABLE>

                                           POST-ACQUISITION           | PRE-ACQUISITION
                                  ------------------------------------|----------------
                                  For the period     For the period   | For the period
                                  January 1, 1997    August 14,1996   | January 1, 1996
                                      through           through       |     through
                                  October 24, 1997  December 31, 1996 | August 13, 1996
                                  ----------------  ----------------- | ---------------
                                                (Dollars in thousands)
<S>                                    <C>               <C>          |      <C>
Beginning balance................      $83,051           $85,796      |      $6,057
                                       -------           -------      |      ------
Imputed interest.................        5,138             2,465      |         273
Amortization.....................      (12,656)           (5,210)     |      (1,224)
Changes in assumption of                                              |      ------
 timing of gross profits.........        2,293                --      |          --
                                       -------           -------      |
Net amortization.................       (5,225)           (2,745)     |        (951)
Adjustment for unrealized gains                                       |
 (losses) on available for sale                                       |
 securities......................         (373)               --      |          11
                                       -------           -------      |      ------
Ending balance                         $77,453           $83,051      |      $5,117
                                       =======           =======      |      ======
</TABLE>

Pre-Acquisition VPIF represents the remaining value assigned to in
force contracts when Bankers Trust purchased Golden American from
Mutual Benefit Life Insurance Company in Rehabilitation ("Mutual
Benefit") on September 30, 1992.

Interest was imputed on the unamortized balance of VPIF at rates
of 7.70% to 7.80% for the period August 14, 1996 through October
24, 1997. The amortization of VPIF net of imputed interest was
charged to expense. VPIF was also adjusted for the unrealized
gains (losses) on available for sale securities; such changes were
included directly in stockholder's equity.


8.   INCOME TAXES

Golden American files a consolidated federal income tax return.
Under the Internal Revenue Code, a newly acquired insurance
company cannot file as part of its parent's consolidated tax
return for 5 years.

                                    96

<PAGE>
<PAGE>


                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


8.   INCOME TAXES(continued)

At December 31, 1998, the Companies have net operating loss
("NOL") carryforwards for federal income tax purposes of
approximately $50,917,000. Approximately $5,094,000, $3,354,000
and $42,469,000 of these NOL carryforwards are available to offset
future taxable income of the Companies through the years 2011,
2012 and 2013, respectively.

INCOME TAX EXPENSE

Income tax expense (benefit) included in the consolidated
financial statements is as follows:


<TABLE>

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
Current.....................          --                --         |     $    12              --         |          --
Deferred....................      $5,279              $146         |     (1,349)            $220         |     $(1,463)
                                  ------              ----         |                                     |
                                  $5,279              $146         |     $(1,337)           $220         |     $(1,463)
                                  ======              ====         |     =======            ====         |     =======

</TABLE>

The effective tax rate on income (loss) before income taxes is
different from the prevailing federal income tax rate. A
reconciliation of this difference is as follows:

<TABLE>
                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
<S>                               <C>                 <C>          |     <C>                <C>          |     <C>
                                                                   |                                     |
Income (loss) before                                               |                                     |
 income taxes..............       $10,353             $(279)       |     $ ( 608)           $570         |     $1,736
                                  =======             =====        |     =======            ====         |     ======
Income tax (benefit) at                                            |                                     |
 federal statutory rate....       $ 3,624             $ (98)       |     $  (213)           $200         |     $  607
Tax effect (decrease) of:                                          |                                     |
 Realization of NOL                                                |                                     |
   carryforwards...........            --                --        |         --               --         |     (1,214)
 Goodwill amortization.....         1,322               220        |         --               --         |         --
 Compensatory stock                                                |                                     |
  option and restricted                                            |                                     |
  stock expense............            --                --        |     (1,011)              --         |         --
 Meals and                                                         |                                     |
  entertainment............           157                23        |         53               20         |         --
 Other items...............           176                 1        |       (166)              --         |         --
Change in valuation                                                |                                     |
 allowance.................            --                --        |         --               --         |       (856)
                                  =------             -----        |    -------             ----         |    -------
Income tax expense                                                 |                                     |
 (benefit).................       $ 5,279             $ 146        |    $(1,337)            $220         |    $(1,463)
                                  =======             =====        |    =======             ====         |    =======
</TABLE>

                                    97

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


8.   INCOME TAXES (continued)

DEFERRED INCOME TAXES

The tax effect of temporary differences giving rise to the
Companies' deferred income tax assets and liabilities at December
31, 1998 and 1997 is as follows:


                                                  POST-MERGER
                                       ------------------------------------
                                       December 31, 1998  December 31, 1997
                                       -----------------  -----------------
                                              (Dollars in thousands)
Deferred tax assets:
 Net unrealized depreciation of
  securities at fair value..........     $    691                    --
 Future policy benefits.............       66,273               $27,399
 Deferred policy acquisition costs..           --                 4,558
 Goodwill...........................       16,323                17,620
 Net operating loss carryforwards...       17,821                 3,044
 Other..............................        1,272                 1,548
                                         --------               -------
                                          102,380                54,169


Deferred tax liabilities:
 Net unrealized appreciation of
  securities at fair value..........             --               (130)
 Fixed maturity securities..........         (1,034)            (1,665)
 Deferred policy acquisition costs..        (55,520)                --
 Mortgage loans on real estate......           (845)              (845)
 Value of purchased insurance in
  force.............................        (12,592)           (15,172)
 Other..............................           (912)              (127)
                                           --------           --------
                                            (70,903)           (17,939)
                                           --------           --------
Deferred income tax asset...........       $ 31,477           $ 36,230
                                           ========           ========

The Companies are required to establish a "valuation allowance"
for any portion of the deferred tax assets management believes
will not be realized. In the opinion of management, it is more
likely than not the Companies will realize the benefit of the
deferred tax assets; therefore, no such valuation allowance has
been established.

9.   RETIREMENT PLANS

Defined Benefit Plans:  In 1998 and 1997, the Companies were
allocated their share of the pension liability associated with
their employees. The Companies' employees are covered by the
employee retirement plan of an affiliate, Equitable Life. Further,
Equitable Life sponsors a defined contribution plan that is
qualified under Internal Revenue Code Section 401(k). The
following tables summarize the benefit obligations and the funded
status for pension benefits over the two-year period ended
December 31, 1998:

                                    98

<PAGE>
<PAGE>

                       GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


9.   RETIREMENT PLANS (continued)


                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at January 1............   $  956          $192
Service cost...............................    1,138           682
Interest cost..............................       97            25
Actuarial loss.............................    2,266            57
Benefit payments...........................      (3)           --
                                              ------          ----
Benefit obligation at December 31..........   $4,454          $956
                                              ======          ====

                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
FUNDED STATUS
Funded status at December 31...............  $(4,454)        $(956)
Unrecognized net loss......................    2,266            --
                                             -------         -----
Net amount recognized......................  $(2,188)        $(956)
                                             =======         =====

During 1998 and 1997, the Companies' plan assets were held by
Equitable Life, an affiliate.

The weighted-average assumptions used in the measurement of the
Companies' benefit obligation are as follows:

                                                1998          1997
                                               ------        ------
DECEMBER 31
Discount rate................................   6.75%         7.25%
Expected return on plan assets...............   9.50          9.00
Rate of compensation increase................   4.00          5.00


The following table provides the net periodic benefit cost for the
fiscal years 1998 and 1997:

<TABLE>
                                        POST-MERGER               | POST-ACQUISITION
                             ------------------------------------ | ----------------
                                                For the period    |  For the period
                                For the year     October 25,1997  |  January 1,1997
                                   ended             through      |      through
                             December 31, 1998  December 31, 1997 | October 24, 1997
                             -----------------  ----------------- | ----------------
                                                  (Dollars in thousands)
<S>                               <C>                  <C>        |        <C>
Service cost................      $1,138               $114       |        $568
Interest cost...............          97                 10       |          15
Amortization of net loss....          --                 --       |           1
                                  ------               ----       |        ----
Net periodic benefit cost...      $1,235               $124       |        $584
                                  ======               ====       |        ====
</TABLE>

There were no gains or losses resulting from curtailments or settlements
during 1998 or 1997.

                                    99

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


9.   RETIREMENT PLANS (continued)

The projected benefit obligation, accumulated benefit obligation
and fair value of plan assets for pension plans with accumulated
benefit obligations in excess of plan assets were $4,454,000,
$3,142,000 and $0, respectively, as of December 31, 1998 and
$956,000, $579,000 and $0, respectively, as of December 31, 1997.

10.  RELATED PARTY TRANSACTIONS

Operating Agreements:  DSI acts as the principal underwriter (as
defined in the Securities Act of 1933 and the Investment Company
Act of 1940, as amended) and distributor of the variable insurance
products issued by the Companies. DSI is authorized to enter into
agreements with broker/dealers to distribute the Companies'
variable insurance products and appoint representatives of the
broker/dealers as agents. For the year ended December 31, 1998 and
for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, the Companies paid
commissions to DSI totaling $117,470,000, $9,931,000 and
$26,419,000, respectively ($9,995,000 for the period August 14,
1996 through December 31, 1996 and $17,070,000 for the period
January 1, 1996 through August 13, 1996).

Golden American provides certain managerial and supervisory
services to DSI. The fee paid by DSI for these services is
calculated as a percentage of average assets in the variable
separate accounts. For the year ended December 31, 1998 and for
the periods October 25, 1997 through December 31, 1997 and January
1, 1997 through October 24, 1997, the fee was $4,771,000, $508,000
and $2,262,000, respectively. For the periods August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996 the fee was $877,000 and $1,390,000, respectively.

Effective January 1, 1998, the Companies have an asset management
agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management services.
Under the agreement, the Companies record a fee based on the value
of the assets under management. The fee is payable quarterly. For
the year ended December 31, 1998, the Companies incurred fees of
$1,504,000 under this agreement.

Prior to 1998, the Companies had a service agreement with
Equitable Investment Services, Inc. ("EISI"), an affiliate, in
which EISI provided investment management services. Payments for
these services totaled $200,000, $768,000 and $72,000 for the
periods October 25, 1997 through December 31, 1997, January 1,
1997 through October 24, 1997 and August 14, 1996 through December
31, 1996, respectively.

Golden American has a guaranty agreement with Equitable Life, an
affiliate. In consideration of an annual fee, payable June 30,
Equitable Life guarantees to Golden American that it will make
funds available, if needed, to Golden American to pay the
contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and
nothing contained therein or done pursuant thereto by Equitable
Life shall be deemed to constitute, a direct or indirect guaranty
by Equitable Life of the payment of any debt or other obligation,
indebtedness or liability, of any kind or character whatsoever, of
Golden American. The agreement does not guarantee the value of the
underlying assets held in separate accounts in which funds of
variable life insurance and variable annuity policies have been
invested. The calculation of the annual fee is based on risk based
capital. As Golden American's risk based capital level was above
required amounts, no annual fee was payable in 1998 or in 1997.

Golden American provides certain advisory, computer and other
resources and services to Equitable Life. Revenues for these
services, which reduced general expenses incurred by Golden
American, totaled $5,833,000 for the year ended December 31, 1998
($1,338,000 and $2,992,000 for the periods October 25,

                                    100

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

10.  RELATED PARTY TRANSACTIONS (continued)

1997 through December 31, 1997 and January 1, 1997 through October
24, 1997, respectively). No services were provided by Golden American
in 1996.

The Companies have a service agreement with Equitable Life in
which Equitable Life provides administrative and financial related
services. Under this agreement, the Companies incurred expenses of
$1,058,000 for the year ended December 31, 1998 ($13,000 and
$16,000 for the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997, respectively).

First Golden provides resources and services to DSI. Revenues for
these services, which reduce general expenses incurred by the
Companies, totaled $75,000 in 1998.

For the year ended December 31, 1998, the Companies had premiums,
net of reinsurance, for variable products from four affiliates,
Locust Street Securities, Inc., Vestax Securities Corporation, DSI
and Multi-Financial Securities Corporation of $122,900,000,
$44,900,000, $13,600,000 and $13,400,000, respectively.  The
Companies had premiums, net reinsurance, for variable products
from three affiliates, Locust Street Securities, Inc., Vestax
Securities Corporation and DSI of $9,300,000, $1,900,000 and
$2,100,000 respectively, for the period October 25, 1997 through
December 31, 1997 ($16,900,000, $1,200,000 and $400,000 for the
period January 1, 1997 through October 24, 1997, respectively).

Reciprocal Loan Agreement:  Golden American maintains a reciprocal
loan agreement with ING America Insurance Holdings, Inc. ("ING
AIH"), a Delaware corporation and affiliate, to facilitate the
handling of unusual and/or unanticipated short-term cash
requirements. Under this agreement which became effective January
1, 1998 and expires December 31, 2007, Golden American and ING AIH
can borrow up to $65,000,000 from one another. Prior to lending
funds to ING AIH, Golden American must obtain the approval of the
State of Delaware Department of Insurance. Interest on any Golden
American borrowings is charged at the rate of ING AIH's cost of
funds for the interest period plus 0.15%. Interest on any ING AIH
borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a
similar duration. Under this agreement, Golden American incurred
interest expense of $1,765,000 in 1998. At December 31, 1998,
Golden American did not have any borrowings or receivables from
ING AIH under this agreement.

Line of Credit:  Golden American maintained a line of credit
agreement with Equitable to facilitate the handling of unusual
and/or unanticipated short-term cash requirements. Under this
agreement which became effective December 1, 1996 and expired
December 31, 1997, Golden American could borrow up to $25,000,000.
Interest on any borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%.
Under this agreement, Golden American incurred interest expense of
$211,000 for the year ended December 31, 1998 ($213,000 for the
period October 25, 1997 through December 31, 1997, $362,000 for
the period January 1, 1997 through October 24, 1997 and $85,000
for the period August 14, 1996 through December 31, 1996). The
outstanding balance was paid by a capital contribution.

Surplus Notes:  On December 30, 1998, Golden American issued a
7.25% surplus note in the amount of $60,000,000 to Equitable Life.
The note matures on December 29, 2028. The note and related
accrued interest is subordinate to payments due to policyholders,
claimant and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of
Golden American. Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred no interest in 1998.

                                    101

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


10.  RELATED PARTY TRANSACTIONS (continued)
On December 17, 1996, Golden American issued an 8.25% surplus note
in the amount of $25,000,000 to Equitable. The note matures on
December 17, 2026. The note and related accrued interest is
subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of
debtors of Golden American. Any payment of principal made is
subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred interest totaling
$2,063,000 in 1998 ($344,000 and $1,720,000 for the periods
October 25, 1997 through December 31, 1997 and January 1, 1997
through October 24, 1997, respectively). On December 17, 1996,
Golden American contributed the $25,000,000 to First Golden
acquiring 200,000 shares of common stock (100% of outstanding
stock) of First Golden.

Stockholder's Equity:  On September 23, 1996, EIC Variable, Inc.
contributed $50,000,000 of Preferred Stock to the Companies'
additional paid-in capital. During 1998, Golden American received
$122,500,000 of capital contributions from its Parent.

11.  COMMITMENTS AND CONTINGENCIES

Contingent Liability:  In a transaction that closed on September
30, 1992, Bankers Trust acquired from Mutual Benefit, in
accordance with the terms of an Exchange Agreement, all of the
issued and outstanding capital stock of Golden American and DSI
and certain related assets for consideration with an aggregate
value of $13,200,000 and contributed them to BT Variable. The
transaction involved settlement of pre-existing claims of Bankers
Trust against Mutual Benefit. The ultimate value of these claims
has not yet been determined by the Superior Court of New Jersey
and, prior to August 13, 1996, was contingently supported by a
$5,000,000 note payable from Golden American and a $6,000,000
letter of credit from Bankers Trust. Bankers Trust estimated the
contingent liability due from Golden American amounted to $439,000
at August 13, 1996. At August 13, 1996, the balance of the escrow
account established to fund the contingent liability was
$4,293,000.

On August 13, 1996, Bankers Trust made a cash payment to Golden
American in an amount equal to the balance of the escrow account
less the $439,000 contingent liability discussed above. In
exchange, Golden American irrevocably assigned to Bankers Trust
all of Golden American's rights to receive any amounts to be
disbursed from the escrow account in accordance with the terms of
the Exchange Agreement. Bankers Trust also irrevocably agreed to
make all payments becoming due under the Golden American note and
to indemnify Golden American for any liability arising from the
note.

Reinsurance:  At December 31, 1998, the Companies had reinsurance
treaties with four unaffiliated reinsurers and one affiliated
reinsurer covering a significant portion of the mortality risks
under variable contracts. The Companies remain liable to the
extent reinsurers do not meet their obligations under the
reinsurance agreements. Reinsurance ceded in force for life
mortality risks were $111,552,000 and $96,686,000 at December 31,
1998 and 1997, respectively. At December 31, 1998, the Companies
have a net receivable of $7,470,000 for reserve credits,
reinsurance claims or other receivables from these reinsurers
comprised of $439,000 for claims recoverable from reinsurers,
$543,000 for a payable for reinsurance premiums and $7,574,000 for
a receivable from an unaffiliated reinsurer. Included in the
accompanying financial statements are net considerations to
reinsurers of $4,797,000, $326,000, $1,871,000, $875,000 and
$600,000 and net policy benefits recoveries of $2,170,000,
$461,000, $1,021,000, $654,000 and $1,267,000 for the year ended
December 31, 1998 and for the periods October 25, 1997 through
December 31, 1997, January 1, 1997 through October 24, 1997,
August 14, 1996 through December 31, 1996 and January 1, 1996
through August 13, 1996, respectively.

                                    102

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998


11.  COMMITMENTS AND CONTINGENCIES (continued)

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The
accompanying financial statements are presented net of the effects
of the treaty which increased income by $1,022,000, $265,000,
$335,000, $10,000 and $56,000 for the year ended December 31, 1998
and for the periods October 25, 1997 through December 31, 1997,
January 1, 1997 through October 24, 1997, August 14, 1996 through
December 31, 1996 and January 1, 1996 through August 13, 1996,
respectively.

Guaranty Fund Assessments:  Assessments are levied against the
Companies by life and health guaranty associations in most states
in which the Companies are licensed to cover losses of
policyholders of insolvent or rehabilitated insurers. In some
states, these assessments can be partially recovered through a
reduction in future premium taxes. The Companies cannot predict
whether and to what extent legislative initiatives may affect the
right to offset. The associated cost for a particular insurance
company can vary significantly based upon its fixed account
premium volume by line of business and state premiums as well as
its potential for premium tax offset. The Companies have
established an undiscounted reserve to cover such assessments and
regularly reviews information regarding known failures and revises
its estimates of future guaranty fund assessments. Accordingly,
the Companies accrued and charged to expense an additional
$1,123,000 for the year ended December 31, 1998, $141,000 for the
period October 25, 1997 through December 31, 1997, $446,000 for
the period January 1, 1997 through October 24, 1997, $291,000 for
the period August 14, 1996 through December 31, 1996 and $480,000
for the period January 1, 1996 through August 13, 1996. At
December 31, 1998, the Companies have an undiscounted reserve of
$2,446,000 to cover estimated future assessments (net of related
anticipated premium tax credits) and has established an asset
totaling $586,000 for assessments paid which may be recoverable
through future premium tax offsets. The Companies believe this
reserve is sufficient to cover expected future guaranty fund
assessments, based upon previous premiums, and known insolvencies
at this time.

Litigation:  The Companies, like other insurance companies, may be
named or otherwise involved in lawsuits, including class action
lawsuits. In some class action and other lawsuits involving
insurers, substantial damages have been sought and/or material
settlement payments have been made. The Companies currently
believe no pending or threatened lawsuits exist that are
reasonably likely to have a material adverse impact on the
Companies.

Vulnerability from Concentrations:  The Companies have various
concentrations in its investment portfolio (see Note 3 for further
information). The Companies' asset growth, net investment income
and cash flow are primarily generated from the sale of variable
products and associated future policy benefits and separate
account liabilities. Substantial changes in tax laws that would
make these products less attractive to consumers and extreme
fluctuations in interest rates or stock market returns which may
result in higher lapse experience than assumed could cause a
severe impact to the Companies' financial condition. Two
broker/dealers generated 27% of the Companies' sales (53% by two
broker/dealers during 1997).

Leases:  The Companies lease their home office space, certain
other equipment and capitalized computer software under operating
leases which expire through 2018. During the year ended December
31, 1998 and for the periods October 25, 1997 through December 31,
1997, January 1, 1997 through October 24, 1997, August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996, rent expense totaled $1,241,000, $39,000, $331,000, $147,000
and $247,000, respectively. At December 31, 1998, minimum rental
payments due under all non-cancelable operating leases with
initial terms of one

                                    103

<PAGE>
<PAGE>

                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

11.  COMMITMENTS AND CONTINGENCIES (continued)

year or more are: 1999 - $1,528,000; 2000 - $1,429,000; 2001 - $1,240,000;
2002 - $1,007,000; 2003 - $991,000 and 2004 and thereafter - $5,363,000.

Revolving Note Payable:  To enhance short-term liquidity, the
Companies have established a revolving note payable effective July
27, 1998 and expiring July 31, 1999 with SunTrust Bank, Atlanta
(the "Bank"). The note was approved by the Boards of Directors of
Golden American and First Golden on August 5, 1998 and September
29, 1998, respectively. The total amount the Companies may have
outstanding is $85,000,000, of which Golden American and First
Golden have individual credit sublimits of $75,000,000 and
$10,000,000, respectively. The note accrues interest at an annual
rate equal to: (1) the cost of funds for the Bank for the period
applicable for the advance plus 0.25% or (2) a rate quoted by the
Bank to the Companies for the advance. The terms of the agreement
require the Companies to maintain the minimum level of Company
Action Level Risk Based Capital as established by applicable state
law or regulation. During the year ended December 31, 1998, the
Companies incurred interest expense of $352,000. At December 31,
1998, the Companies did not have any borrowings under this
agreement.

                                    104

<PAGE>
<PAGE>

                  STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS
      ITEM                                                PAGE
      Introduction                                           1
      Description of Golden American Life Insurance Company  1
      Safekeeping of Assets                                  1
      The Administrator                                      1
      Independent Auditors                                   1
      Distribution of Contracts                              1
      Performance Information                                2
      IRA Withdrawal Option                                  7
      Other Information                                      7
      Financial Statements of Separate Account B             7
      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
THIS PROSPECTUS.  SEND THE FORM TO OUR CUSTOMER SERVICE CENTER AT THE
ADDRESS SHOWN ON THE PROSPECTUS COVER.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION
FOR SEPARATE ACCOUNT B.

Please Print or Type:

               __________________________________________________
               NAME

               __________________________________________________
               SOCIAL SECURITY NUMBER

               __________________________________________________
               STREET ADDRESS

               __________________________________________________
               CITY, STATE, ZIP


105296  (02/00)
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _



<PAGE>
<PAGE>




                  This page intentionally left blank.






<PAGE>
<PAGE>

                              APPENDIX A
                    CONDENSED FINANCIAL INFORMATION

Except for the Equity, Growth and Income, Small Company Growth, Asset
Allocation, High Quality Bond, Investors, Large Cap Value, All Cap and
Managed Global subaccounts which commenced operations as of the date
of this prospectus (or soon after), the following tables give (1) the
accumulation unit value ("AUV"), (2) the total number of accumulation
units, and (3) the total accumulation unit value, for each subaccount
of Golden American Separate Account B available under the Contract for
the indicated periods.  The date on which the subaccount became
available to investors and the starting accumulation unit value are
indicated on the last row of each table.  The Equity, Growth and
Income, Small Company Growth, Asset Allocation and High Quality Bond
subaccounts have starting accumulation unit values of $10.00.


LIQUID ASSET
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.33            1,185,641      $   16,985       |
| 1997       13.83              131,429           1,818       |
| 10/1/97    13.71                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.11              839,093       $  11,842       |
        | 1997       13.65               61,012             846       |
        | 10/1/97    13.53                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.88            2,967,968      $   41,195       |
                | 1997       13.44              298,288           4,009       |
                | 10/1/97    13.33                   --              --       |
                |-------------------------------------------------------------|


LIMITED MATURITY BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.77              633,316       $  10,620       |
| 1997       15.91               16,839             268       |
| 10/1/97    15.72                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.52              334,521        $  5,526       |
        | 1997       15.70               10,105             159       |
        | 10/1/97    15.52                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.25              910,113       $  14,787       |
                | 1997       15.47               12,557             195       |
                | 10/1/97    15.29                   --              --       |
                |-------------------------------------------------------------|


GLOBAL FIXED INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  13.09              187,670        $  2,456       |
| 1997       11.87                3,418              41       |
| 10/1/97    11.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $13.00               80,199          $1,043       |
        | 1997       11.81                  310               4       |
        | 10/1/97    11.93                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $12.92              180,373        $  2,330       |
                | 1997       11.75                6,455              76       |
                | 10/1/97    11.87                   --              --       |
                |-------------------------------------------------------------|


                                     A1

<PAGE>
<PAGE>

TOTAL RETURN
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.72            1,708,118       $  30,264       |
| 1997       16.10               54,291             874       |
| 10/1/97    16.10                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $17.60            1,404,222       $  24,713       |
        | 1997       16.02               25,888             415       |
        | 10/1/97    15.75                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $17.49            3,742,869       $  65,449       |
                | 1997       15.94              147,659           2,354       |
                | 10/1/97    15.68                   --              --       |
                |-------------------------------------------------------------|


FULLY MANAGED
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  20.53              593,655       $  12,189       |
| 1997       19.66               36,852             725       |
| 10/1/97     9.49                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $20.23              512,203       $  10,361       |
        | 1997       19.40               28,440             552       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $19.90            1,673,484       $  33,294       |
                | 1997       19.11              108,003           2,064       |
                | 10/1/97    18.96                   --              --       |
                |-------------------------------------------------------------|


EQUITY INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.94              257,646        $  5,652       |
| 1997       20.55               26,372             542       |
| 10/1/97    20.55                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.61              207,605        $  4,486       |
        | 1997       20.28               13,243             269       |
        | 10/1/97    20.29                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.26              713,431       $  15,164       |
                | 1997       19.97               35,002             699       |
                | 10/1/97    19.99                   --              --       |
                |-------------------------------------------------------------|


RISING DIVIDENDS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.61            1,802,632       $  40,757       |
| 1997       20.09               50,068           1,006       |
| 10/1/97    19.30                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.43            1,454,269       $  32,624       |
        | 1997       19.96               34,332             685       |
        | 10/1/97    19.19                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.22            4,169,562       $  92,659       |
                | 1997       19.81              169,648           3,360       |
                | 10/1/97    19.05                   --              --       |
                |-------------------------------------------------------------|


                                     A2

<PAGE>
<PAGE>

CAPITAL GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.01            1,393,674       $  23,707       |
| 1997       15.41              101,866           1,569       |
| 10/1/97    15.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.94            1,251,474       $  21,197       |
        | 1997       15.36              160,843           2,471       |
        | 10/1/97    15.95                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.87            2,660,020       $  44,867       |
                | 1997       15.32              246,159           3,772       |
                | 10/1/97    15.92                   --              --       |
                |-------------------------------------------------------------|


GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.29            1,521,473       $  24,792       |
| 1997       13.03               97,853           1,275       |
| 10/1/97    15.18                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.22              797,510       $  12,940       |
        | 1997       12.99               34,329             446       |
        | 10/1/97    15.14                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.16            2,265,343       $  36,602       |
                | 1997       12.96              226,700           2,938       |
                | 10/1/97    15.10                   --              --       |
                |-------------------------------------------------------------|


VALUE EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  18.31              491,538        $  8,998       |
| 1997       18.28               28,327             518       |
| 10/1/97    18.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $18.20              470,129        $  8,556       |
        | 1997       18.20               40,454             736       |
        | 10/1/97    18.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $18.06            1,161,575       $  20,974       |
                | 1997       18.09              117,054           2,117       |
                | 10/1/97    18.67                   --              --       |
                |-------------------------------------------------------------|


RESEARCH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.89            1,882,609       $  43,093       |
| 1997       18.87               58,635           1,106       |
| 10/1/97    19.33                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.73            1,664,084       $  37,830       |
        | 1997       18.77               29,908             561       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.59            3,540,785       $  79,977       |
                | 1997       18.67              154,878           2,892       |
                | 10/1/97    19.15                   --              --       |
                |-------------------------------------------------------------|


                                     A3

<PAGE>
<PAGE>

CAPITAL APPRECIATION
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  24.50              552,738       $  13,542       |
| 1997       22.05               12,122             267       |
| 10/1/97    21.95                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $24.26              436,641        $ 10,591       |
        | 1997       21.87               20,531             449       |
        | 10/1/97    21.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $23.98              999,496       $  23,892       |
                | 1997       21.65               66,918           1,449       |
                | 10/1/97    21.57                   --              --       |
                |-------------------------------------------------------------|


MID-CAP GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.43              871,756       $  19,550       |
| 1997       18.52               35,953             666       |
| 10/1/97    18.94                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.31              523,815       $  11,688       |
        | 1997       18.45               13,732             253       |
        | 10/1/97    18.88                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.17            1,207,879       $  26,779       |
                | 1997       18.36               48,168             885       |
                | 10/1/97    18.79                   --              --       |
                |-------------------------------------------------------------|


STRATEGIC EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.23              291,183       $   4,143       |
| 1997       14.31               13,199             189       |
| 10/1/97    14.14                   --              --       |
|-------------------------------------------------------------|


        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.16              162,917        $  2,307       |
        | 1997       14.26               15,985             228       |
        | 10/1/97    14.10                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $14.07              748,842       $  10,538       |
                | 1997       14.20               49,579             704       |
                | 10/1/97    14.04                   --              --       |
                |-------------------------------------------------------------|


SMALL CAP
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  15.37            1,029,412       $  15,820       |
| 1997       12.88               58,584             755       |
| 10/1/97    13.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $15.30              594,716        $  9,098       |
        | 1997       12.84               20,111             258       |
        | 10/1/97    13.82                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $15.23            1,273,236       $  19,390       |
                | 1997       12.81               99,963           1,280       |
                | 10/1/97    13.78                   --              --       |
                |-------------------------------------------------------------|


                                     A4

<PAGE>
<PAGE>

REAL ESTATE
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.74              196,372        $  4,270       |
| 1997       25.48               10,718             273       |
| 10/1/97    25.25                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.42              112,984        $  2,420       |
        | 1997       25.14                8,060             203       |
        | 10/1/97    24.92                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.07              408,418        $  8,604       |
                | 1997       24.76               44,523           1,102       |
                | 10/1/97    24.56                   --              --       |
                |-------------------------------------------------------------|


HARD ASSETS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.28               50,015         $   714       |
| 1997       20.57                4,291              88       |
| 10/1/97    24.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.07               33,342         $   469       |
        | 1997       20.29                4,830              98       |
        | 10/1/97    23.68                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.84              205,654        $  2,846       |
                | 1997       19.99               10,671             213       |
                | 10/1/97    23.34                   --              --       |
                |-------------------------------------------------------------|


DEVELOPING WORLD
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $ 7.28              131,499         $   958       |
| 2/19/98    10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $ 7.27               31,253         $   227       |
        | 2/19/98    10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $ 7.26              111,256         $   808       |
                | 2/19/98       --                   --              --       |
                |-------------------------------------------------------------|


PIMCO HIGH YIELD BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $10.08              872,132        $  8,791       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.07              424,746        $  4,277       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.06            1,487,999       $  14,969       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|


                                     A5

<PAGE>
<PAGE>

PIMCO STOCKSPLUS GROWTH AND INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $11.11              883,763        $  9,820       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $11.10              467,386        $  5,188       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $11.09            1,878,277       $  20,828       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|


INTERNATIONAL EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  10.29            1,067,090       $  10,979       |
| 1997        9.90               38,652             383       |
| 10/1/97    11.57                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.32              680,862        $  7,025       |
        | 1997        9.95               36,098             359       |
        | 10/1/97    11.62                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.27            1,736,702       $  17,844       |
                | 1997        9.92               72,955             724       |
                | 10/1/97    11.60                   --              --       |
                |-------------------------------------------------------------|





                                     A6

<PAGE>
<PAGE>



                  MARKET VALUE ADJUSTMENT EXAMPLES

`EXAMPLE #1: FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is requested
3 years into the guaranteed interest period; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 8%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $11,535

   Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $112,695 ( $124,230 - $11,535 ).

EXAMPLE #2: FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is requested
3 years into the guaranteed interest period; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^  2,555 / 365  - 1 ) = $4,141

   Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $124,230 ( $124,230 + $4,141 ).

EXAMPLE #3: WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a withdrawal of $112,695 is
requested 3 years into the guaranteed interest period; that the
then Index Rate ("J") for a 7 year guaranteed interest period is 8%;
and that no prior transfers or withdrawals affecting this Fixed
Interest Allocation have been made.

                                  B1

<PAGE>
<PAGE>

   First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

   1. The contract value of the Fixed Interest Allocation on the date of
      withdrawal is $248,459
      ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      ( $112,695 / ( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $124,230

   Then calculate the Market Value Adjustment on that amount.

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $11,535

   Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $112,695 as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $112,695, and also reduced by the Market
Value Adjustment of $11,535, for a total reduction in the Fixed Interest
Allocation of $124,230.

EXAMPLE #4: WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate of 7%; that a withdrawal of $128,371 requested 3
years into the guaranteed interest period; that the then Index Rate ("J")
for a 7 year guaranteed interest period is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

   First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

   1. The contract value of Fixed Interest Allocation on the date of
      surrender is $248,459 ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      ( $128,371 / ( 1.07 / 1.0650 ) ^  2,555 / 365 ) = $124,230

   Then calculate the Market Value Adjustment on that amount

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^  2,555 / 365  - 1 ) = $4,141

   Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $128,371, as requested. The Fixed Interest Allocation will be
reduced by the amount of the withdrawal, $128,371, but increased by the Market
Value Adjustment of $4,141, for a total reduction in the Fixed Interest
Allocation of $124,230.

                                  B2

<PAGE>
<PAGE>


                              APPENDIX C

            SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE


The following assumes you made an initial premium payment of $10,000
and additional premium payments of $10,000 in each of the second and
third contract years, for total premium payments under the Contract of
$30,000.  It also assumes a withdrawal at the beginning of the fifth
contract year of 15% of the contract value of $35,000.

In this example, $3,500 ($35,000 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 $5,250 ($35,000 x
 .15).  Therefore, $1,750 ($5,250 - $3,500) is considered an excess
withdrawal of a part of the initial premium payment of $10,000 and
would be subject to a 7% surrender charge of $122.50 ($1,750 x .07).
This example does not take into account any Market Value Adjustment or
deduction of any premium taxes.


                                  C1

<PAGE>
<PAGE>


                        ING VARIABLE ANNUITIES


                GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a stock company domiciled in
                               Delaware

106296  [02/00]


<PAGE>
<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 indemnity.  Prepayment of expenses is
     permitted, however, reimbursement is required if it is
     ultimately determined that indemnification should not
     have been given.

     DIRECTORS' AND OFFICERS' INSURANCE

     The directors, officers, and employees of the
     registrant, in addition to the indemnifications
     described above, are indemnified through the blanket
     liability insurance policy of Registrant's ultimate
     parent, ING Groep, N.V., or directly by Equitable of
     Iowa Companies, Inc. for liabilities not covered through
     the indemnification provided under the By-Laws.

     SECURITIES AND EXCHANGE COMMISSION POSITION ON
     INDEMNIFICATION

     Insofar as indemnification for liabilities arising under
     the Securities Act of 1933 may be permitted to
     directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the
     opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in
     the Act and is, therefore, unenforceable.  In the event
     that a claim for indemnification against such
     liabilities (other than the payment by the Registrant of
     expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted
     by such director, officer or controlling person in
     connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel
     the matter has been settled by controlling precedent,
     submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against
     public policy as expressed in the Act and will be
     governed by the final adjudication of such issue.


<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) (i)   Restated Certificate of Incorporation of Golden
                 American Life Insurance Company. (4)
          (ii)  Certificate of Amendment of the Restated Articles of
                 Incorporation of Golden American Life Insurance
                 Company. (4)

     3(b) By-Laws of Golden American Life Insurance Company. (4)

     3(c) Resolution of Board of Directors for Powers of Attorney. (4)

     4(a) Individual Deferred Variable and Fixed Annuity
           Contract. (4)

     4(b) Group Deferred Variable and Fixed Annuity Contract. (4)

     4(c) Individual Deferred Variable Annuity Contract. (4)

     4(d) Individual Retirement Annuity Rider Page. (1)

     4(e) Individual Deferred Combination Variable and Fixed
           Annuity Application. (6)

     4(f) Group Deferred Combination Variable and Fixed
           Annuity Enrollment Form. (6)

     4(g) Individual Deferred Variable Annuity Application. (6)

     4(h) Roth Individual Retirement Annuity Rider. (2)

     4(i) Schedule Page to the Premium Plus Contract featuring
          The Galaxy VIP Fund. (5)

     4(j)  Minimum Guaranteed Accumulation Benefit Rider. (6)

     4(k)  Minimum Guaranteed Income Benefit Rider. (6)

     4(l)  Minimum Guaranteed Withdrawal Benefit Rider. (6)

     4(m)  Death Benefit Endorsement No.1 (7% Solution Enhanced). (6)

     4(n)  Death Benefit Endorsement No.2 (Ratchet Enhanced).(6)

     4(o)  Death Benefit Endorsement No.3 (Standard).(6)

     4(p)  Death Benefit Endorsement No.4 (Max 7).(6)

     5    Opinion and Consent of Myles R. Tashman, Esq.

    10(a) Administrative Services Agreement between Golden American
           and Equitable Life Insurance Company of Iowa. (3)

    10(b) Service Agreement between Golden American Life Insurance
           Company and Directed Services, Inc. (3)

    10(c) Service Agreement between Golden American Life Insurance
           Company and EISI. (3)

    10(d) Asset Management Agreement between Golden American and
           ING Investment Management LLC. (4)

    10(e) Reciprocal Loan Agreement between Golden American and
           ING America Insurance Holdings, Inc. (4)

    10(f) Revolving Note Payable between Golden American and
           SunTrust Bank.  (4)

    10(g) Participation Agreement between Golden American Life Insurance
           Company and Warburg Pincus Trust. (4)

    10(h) Participation Agreement between Golden American Life Insurance
           Company and PIMCO Variable Insurance Trust. (4)

    10(i) Participation Agreement between Golden American Life
           Insurance Company and The Galaxy VIP Fund. (5)

    10(j) Surplus Note between Golden American and First Columbine
           Life Insurance Company.

    10(k) Surplus Note between Golden American and Equitable
           Life Insurance Company of Iowa.

    23(a) Consent of Sutherland Asbill & Brennan LLP.

    23(b) Consent of Ernst & Young LLP, independent auditors.

    23(c) Consent of Myles R. Tashman, included together with Opinion
           of Myles R. Tashman, Esq. in Exhibit 5 to this Registration
           Statement.

    24    Powers of Attorney.

    27    Financial Data Schedule.

<PAGE>
<PAGE>
(1)  Incorporated herein by reference to Amendment No. 1 to Registrant's
     Registration Statement on form S-1 for Golden American Life Insurance
     Company filed with the Securities and Exchange Commission on
     September 24, 1997 (File No. 333-28743).

(2)  Incorporated herein by reference to Amendment No. 2 to Registrant's
     Registration Statement on form S-1 for Golden American Life Insurance
     Company filed with the Securities and Exchange Commission on February
     12, 1998 (File No. 333-28743).

(3)  Incorporated herein by reference to Amendment No. 3 to  Registrant's
     Registration Statement on form S-1 for Golden American Life Insurance
     Company filed with the Securities and Exchange Commission on April 30,
     1998 (File No. 333-28743).

(4)  Incorporated herein by reference to Registrant's Registration
     Statement on form S-1 for Golden American Life Insurance Company
     filed with the Securities and Exchange Commission on April 23, 1999
     (File No. 333-76945).

(5)  Incorporated herein by reference to Registrant's Registration
     Statement on form S-1 for Golden American Life Insurance Company
     filed with the Securities and Exchange Commission on September 24, 1999
     (File No. 333-76945).

(5)  Incorporated herein by reference to Registrant's Registration
     Statement on form S-1 for Golden American Life Insurance Company
     filed with the Securities and Exchange Commission on December 2, 1999
     (File No. 333-76945).


<PAGE>
<PAGE>

(b)  FINANCIAL STATEMENT SCHEDULE.

     (1)   All financial statements are included in the Prospectus
           or Statement of Additional Information as indicated therein
     (2)   Schedules I, III and IV follow. All other schedules to the
           consolidated financial statements required by Article 7 of
           Regulation S-X are omitted because they are not applicable
           or because the information is included elsewhere in the
           consolidated financial statements or notes thereto.

<PAGE


                                 SCHEDULE I
                          SUMMARY OF INVESTMENTS
                  OTHER THAN INVESTMENTS IN RELATED PARTIES
                           (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                        Balance
                                                                          Sheet
December 31, 1998                            Cost 1         Value        Amount
_______________________________________________________________________________
<S>                                       <C>            <C>          <C>
TYPE OF INVESTMENT
Fixed maturities, available for sale:
 Bonds:
  United States government and govern-
   mental agencies and authorities         $13,568       $13,742       $13,742
  Foreign governments                        2,028         2,036         2,036
  Public utilities                          67,710        67,809        67,809
  Corporate securities                     365,569       367,489       367,489
  Other asset-backed securities             99,877        99,112        99,112
  Mortgage-backed securities               191,020       191,797       191,797
                                        ___________   ___________   ___________
  Total fixed maturities, available
   for sale                                739,772       741,985       741,985

Equity securities:
 Common stocks:  industrial, miscel-
  laneous and all other                     14,437        11,514        11,514

Mortgage loans on real estate               97,322                      97,322
Policy loans                                11,772                      11,772
Short-term investments                      41,152                      41,152
                                        ___________                 ___________
Total investments                         $904,455                    $903,745
                                        ===========                 ===========
<FN>
Note 1:  Cost is defined as original cost for common stocks, amortized cost
         for bonds and short-term investments, and unpaid principal for
         policy loans and mortgage loans on real estate, adjusted for
         amortization of premiums and accrual of discounts.

</TABLE>


<PAGE>
<PAGE>

                                SCHEDULE III
                     SUPPLEMENTARY INSURANCE INFORMATION
                          (Dollars in thousands)

<TABLE>
<CAPTION>
          Column             Column      Column     Column    Column    Column
            A                  B           C          D          E         F
________________________________________________________________________________
                                            Future
                                            Policy               Other
                                  De-    Benefits,              Policy
                               ferred      Losses,              Claims    Insur-
                               Policy       Claims      Un-        and      ance
                               Acqui-          and   earned      Bene-  Premiums
                               sition         Loss  Revenue       fits       and
Segment                         Costs     Expenses  Reserve    Payable   Charges
________________________________________________________________________________
                                         POST-MERGER
________________________________________________________________________________
<S>                         <C>          <C>        <C>           <C>   <C>
Year ended December 31, 1998:

Life insurance              $204,979     $881,112   $3,840         --   $39,119

Period October 25, 1997
 through December 31, 1997:

Life insurance                12,752      505,304    1,189        $10     3,834

                                      POST-ACQUISITION
________________________________________________________________________________
Period January 1, 1997
 through October 24, 1997:

Life insurance                   N/A          N/A      N/A        N/A    18,288

Period August 14, 1996
 through December 31, 1996:

Life insurance                11,468      285,287    2,063         --     8,768

                                      PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
 through August 13, 1996:

Life insurance                   N/A          N/A      N/A        N/A    12,259

</TABLE>


<PAGE>
<PAGE>


                                  SCHEDULE III
                  SUPPLEMENTARY INSURANCE INFORMATION - CONTINUED
                             (Dollars in thousands)

<TABLE>
<CAPTION>
          Column             Column      Column     Column    Column    Column
            A                  G           H          I          J         K
________________________________________________________________________________

                                                     Amorti-
                                          Benefits    zation
                                           Claims,        of
                                            Losses  Deferred
                                  Net          and    Policy     Other
                              Invest-      Settle-    Acqui-    Opera-
                                 ment         ment    sition      ting  Premiums
Segment                        Income     Expenses     Costs Expenses*   Written
________________________________________________________________________________
                                         POST-MERGER
________________________________________________________________________________
<S>                          <C>          <C>       <C>      <C>             <C>
Year ended December 31, 1998:

Life insurance               $42,485      $96,968   $5,148   ($26,406)        --

Period October 25, 1997
 through December 31, 1997:

Life insurance                 5,127        7,413      892      1,137         --

                                      POST-ACQUISITION
________________________________________________________________________________
Period January 1, 1997
 through October 24, 1997:

Life insurance                21,656       19,401    1,674     20,234         --

Period August 14, 1996
 through December 31, 1996:

Life insurance                 5,795        7,003      244      8,066         --

                                      PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
 through August 13, 1996:

Life insurance                 4,990        5,270    2,436      8,847         --

<FN>
*This includes policy acquisition costs deferred for first year
 commissions and interest bonuses, extra credit bonuses and other
 expenses related to the production of new business.  The cost
 related to first year interest bonuses and the extra credit bonus
 are included in benefits claims, losses and settlement expenses.


</TABLE>

                                 SCHEDULE IV
                                 REINSURANCE

<TABLE>
<CAPTION>
Column A                Column B       Column C  Column D     Column E Column F
_______________________________________________________________________________
                                                                        Percen-
                                                  Assumed               tage of
                                       Ceded to      from                Amount
                           Gross          Other     Other          Net  Assumed
                          Amount      Companies Companies       Amount   to Net
_______________________________________________________________________________
<S>                <C>            <C>                 <C> <C>               <C>
 At December 31, 1998:
 Life insurance in
  force            $181,456,000   $111,552,000        --  $69,904,000       --
                   ============= ============== ========= ============ ========

 At December 31, 1997:
 Life insurance in
  force            $149,842,000    $96,686,000        --  $53,156,000       --
                   ============= ============== ========= ============ ========
 At December 31, 1996:
 Life insurance in
  force             $86,192,000    $58,368,000        --  $27,824,000       --
                   ============= ============== ========= ============ ========
</TABLE>



<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 and the Investment Company Act
of  1940,  the Registrant  certifies  that  it  meets  the  requirements of
Securities Act Rule 485(b) for effectiveness of this Registration Statement
and has caused  this Registration  Statement to  be signed on its behalf in
the City of West Chester, and Commonwealth of Pennsylvania, on the 26th day
of January, 2000.

                                     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 January 26, 2000.

Signature                          Title

                              President and Director
--------------------
Barnett Chernow*


                              Senior Vice President and
--------------------          Chief Financial Officer
E. Robert Koster*


                DIRECTORS OF DEPOSITOR

-----------------------
Myles R. Tashman*


-----------------------
Michael W. Cunningham*


-----------------------
Phillip R. Lowery*


-----------------------
Mark A. Tullis*

       By: /s/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 #
5         Opinion and Consent of Myles R. Tashman, Esq.          EX-5

10(j)     Surplus Note between Golden American and First         EX-10.J
          Columbine Life Insurance Company

10(k)     Surplus Note between Golden American and Equitable     EX-10.K
          Life Insurance Company of Iowa

23(a)     Consent of Sutherland Asbill & Brennan LLP             EX-23.A

23(b)     Consent of Ernst & Young LLP, Independent Auditors     EX-23.B

24        Powers of Attorney                                     EX-24

27        Financial Data Schedule                                EX-27

<PAGE>
<PAGE>
[{"type": "S-1", "sequence": "1", "description": "NEW REG. FOR PREMIUM PLUS (W FEES) REPL 333-76945", "secsgml_size_bytes": 2389955}]
{"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": "333-95457", "film-number": "513935"}, "business-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "SUITE 400", "city": "WEST CHESTER", "state": "PA", "zip": "19380-1478", "phone": "610-425-3516"}, "mail-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "P. O. BOX 2700", "city": "WEST CHESTER", "state": "PA", "zip": "19380-2700"}, "former-company": [{"former-conformed-name": "MB VARIABLE LIFE INSURANCE CO", "date-changed": "19600201"}, {"former-conformed-name": "GOLDEN AMERICAN LIFE INSURANCE CO", "date-changed": "19600201"}]}
As filed with the Securities and Exchange Commission on January 26, 2000
                                              Registration No. 333-________
-----------------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-1

          Registration Statement under The Securities Act of 1933

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
          (Exact name of registrant as specified in its charter)

           DELAWARE                 6355                   41-0991508
       (State or other        (Primary Standard         (I.R.S. Employer
       jurisdiction of            Industrial           Identification No.)
      incorporation or        Classification Code
        organization)              Number)

                            1475 Dunwoody Drive
                          West Chester, PA 19380
                              (610) 425-3400
 (Address and Telephone Number of registrant's principal executive office)

Marilyn Talman, Esq.                      COPY TO:
Golden American Life Insurance Company    Stephen E. Roth, Esq.
1475 Dunwoody Drive                       Sutherland Asbill & Brennan LLP
West Chester, PA 19380                    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,
check the following box ................................................ [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering [ ]

If this Form is post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering [X]

If this Form is post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box [ ]
____________________________________________________________________________
Pursuant to Rule 429 under the Securities Act of 1933, a prospectus herein
also relates to Registration Statement Nos. 333-28743, 333-51949, 333-65009
and 333-76945.
Calculation of Registration Fee
____________________________________________________________________________
Proposed Maximum      Proposed             Amount of
Title of Securities       Amount Being    Offering Price   Maximum Aggregate   Registration
  Being Registered        Registered (1)    Per Unit (1)    Offering Price(1)     Fee(2)
------------------------------------------------------------------------------------------------
Annuity Contracts
Annuity Contracts
(Interests in             N/A            N/A               $2,927,000,000     $772,728
Fixed Account)
(1) The maximum aggregate offering price is estimated solely for the purpose
    of determining the registration fee.  The amount to be registered and
    the proposed maximum offering price per unit are not applicable since
    these securities are not issued in predetermined amounts or units.
(2) Previously paid. Amounts previously registered in connection with File
    Nos. 333-28743, 333-51949, 333-65009 and 333-76945 were $100,320,000,
    $350,000,000, $1,050,000,000 and $630,000,000 respectively.
-----------------------------------------------------------------------------
PART I

This Registration Statement contains four separate Profiles and Prospectuses
for the GoldenSelect Premium Plus Contract. This Amendment to the Registration
Statement contains two forms (Form 1 and Form 2 of each of 2 versions
(Version A and Version B) of the Profile and Prospectus.

Version B is a variation of the Profile and Prospectus (Version A).  The
distribution system and the underlying investment options for the Contracts
offered by each version of the Profile and Prospectus is different. Version A
contains twenty-two portfolios of The GCG Trust, two portfolios of the PIMCO
Variable Insurance Trust and one portfolio of the Warburg Pincus Trust. Version
B contains five portfolios of The Galaxy VIP Fund in addition to all portfolios
offered in Version A. Other than these differences, Version A and Version B are
substantially similar.

The Form 2 Profiles and Prospectus contain updated disclosure regarding the
death benefit options being offered effective with this amendment to the
Registration Statement and appropriate state approval. The Form 1 Profiles
and Prospectuses contain disclosure regarding the death benefit options
available under the current contract. Both Forms will be used until all state
aprovals are received. Other than this difference, Form 1 and Form 2 are
substantially similar.

The Profiles and Prospectuses filed herein do not contain all of the
information permitted by Securities and Exchange Commission Regulations.
Therefore, this Registration Statement on Form S-1 for Golden American Life
Insurance Company ("Golden American") incorporates by reference the Statements
of Additional Information for Forms One and Two and Versions A and B, and
Part C (Other Information) contained in the Registration Statement on Form N-4
(Post-Effective Amendment No. 8,  File Nos. 333-28755, 811-5626, filed
contemporaneously with this Amendment to the Registration Statement on
Form S-1, on or about the date hereof) for Golden American Separate Account
B. This information may be obtained free of charge from Golden American Life
Insurance Company by calling Customer Service at 800-366-0066.
SUPPLEMENT FOR FORMS ONE AND TWO OF VERSION A
               PROSPECTUS OF GOLDENSELECT PREMIUM PLUS/R/
ING VARIABLE ANNUITIES
GOLDEN AMERICAN LIFE INSURANCE COMPANY

               PROFILE AND PROSPECTUS SUPPLEMENT

                      DATED FEBRUARY 1, 2000.

                Supplement to the Profile and
           Prospectus dated FEBRUARY 1, 2000 for
  DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT
                           issued
          by Golden American Life Insurance Company
       (the "GoldenSelect PREMIUM PLUS Prospectuses")

                         __________

You should keep this supplement with your Profile and Prospectus.

    The following information supplements the GOLDENSELECT PREMIUM PLUS
    Prospectus. Capitalized terms have the meanings described in the
    Prospectus.

    For any Contract whose Owner (older Owner in the case of joint owners)
    or Annuitant (when the Owner is not an individual) at the time of a
    premium payment, was less than age 70 (measured on his or her last
    Contract Anniversary), we will add a Credit of 5% to the premium paid.
    This 5% Credit consists of a 4% contractual guarantee and a 1% credit
    enhancement.  The credit enhancement on future premium payments (but
    not the contractual guarantee) may be reduced or eliminated at our
    option at anytime with 30 days notice.

106537 PREMIUM PLUS                                                 02/01/00
SUPPLEMENT FOR FORMS ONE AND TWO OF VERSION B
               PROSPECTUS OF GOLDENSELECT PREMIUM PLUS/R/
ING VARIABLE ANNUITIES
GOLDEN AMERICAN LIFE INSURANCE COMPANY

               PROFILE AND PROSPECTUS SUPPLEMENT

                      DATED FEBRUARY 1, 2000.

                Supplement to the Profile and
           Prospectus dated FEBRUARY 1, 2000 for
  DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT
                           issued
          by Golden American Life Insurance Company
       (the "GoldenSelect PREMIUM PLUS Prospectuses
               featuring The Galaxy VIP Fund")

                         __________

You should keep this supplement with your Profile and Prospectus.

    The following information supplements the GOLDENSELECT PREMIUM PLUS
    Prospectus. Capitalized terms have the meanings described in the
    Prospectus.

    For any Contract whose Owner (older Owner in the case of joint owners)
    or Annuitant (when the Owner is not an individual) at the time of a
    premium payment, was less than age 70 (measured on his or her last
    Contract Anniversary), we will add a Credit of 5% to the premium paid.
    This 5% Credit consists of a 4% contractual guarantee and a 1% credit
    enhancement.  The credit enhancement on future premium payments (but
    not the contractual guarantee) may be reduced or eliminated at our
    option at anytime with 30 days notice.

106540 PREMIUM PLUS GALAXY                                          02/01/00
FORM ONE
                               VERSION A
PROFILE AND PROSPECTUS OF
                     GOLDENSELECT PREMIUM PLUS/R/
ING VARIABLE ANNUITIES
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

                               PROFILE OF
                      GOLDENSELECT PREMIUM PLUS/R/
                   FIXED AND VARIABLE ANNUITY CONTRACT
                           FEBRUARY 1, 2000

This Profile is a summary of some of the more important points that you
should know and consider before purchasing the Contract.  The Contract is
more fully described in the full prospectus which accompanies this
Profile.  Please read the prospectus carefully.

1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and Golden American Life
Insurance Company.  The Contract features a minimum 4% credit to each
premium you pay.  The Contract provides a means for you to invest on a
tax-deferred basis in (i) one or more of 25 mutual fund investment
portfolios through our Separate Account B and/or (ii) in a fixed account
of Golden American with guaranteed interest periods.  The 25 mutual fund
portfolios are listed on page 3 below.  We currently offer guaranteed
interest periods of 6 months, 1, 3, 5, 7 and 10 years in the fixed
account.  We set the interest rates in the fixed account (which will
never be less than 3%) periodically.  We may credit a different interest
rate for each interest period.  The interest you earn in the fixed
account as well as your principal is guaranteed by Golden American as
long as you do not take your money out before the maturity date for the
applicable interest period.  If you withdraw your money from the fixed
account more than 30 days before the applicable maturity date, we will
apply a market value adjustment.  A market value adjustment could
increase or decrease your contract value and/or the amount you take out.
Generally, the investment portfolios are designed to offer a better
return than the fixed account.  However, this is NOT guaranteed.  You may
not make any money, and you can even lose the money you invest.

Subject to state availability, you may elect one of three optional
riders offering specified benefits featured in the prospectus for the Contract.
The three optional benefit riders are listed on page [10] below.  The optional
benefit riders can provide protection in the event that unfavorable investment
performance has lowered your contract value below certain targeted growth.
These riders do not guarantee the performance of your investment portfolios.
Separate charges are assessed for the optional riders.  You should carefully
analyze and completely evaluate each rider before you purchase any.  Be aware
that the benefit provided by any of the riders will be affected by certain
later actions you may take - such as withdrawals and transfers.  The riders
are not available to Contracts issued before January 1, 2000.  To find out
about availability, check with our Customer Service Center.

The Contract, like all deferred variable annuity contracts, has two
phases: the accumulation phase and the income phase.  The accumulation
phase is the period between the contract date and the date on which you
start receiving the annuity payments under your Contract.  The amounts
you accumulate during the accumulation phase will determine the amount of
annuity payments you will receive.  The income phase

                                                        PREMIUM PLUS PROFILE
                                                        PROSPECTUS BEGINS AFTER
                                                        PAGE [9] OF THIS PROFILE
begins on the annuity start date, which is the date you start receiving
regular annuity payments from your Contract.

You determine (1) the amount and frequency of premium payments, (2) 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:

                             ANNUITY OPTIONS

Option 1   Income for a  Payments are made for a specified number of
           fixed period  years to you or your beneficiary.
Option 2   Income for    Payments are made for the rest of your life
           life with a   or longer for a specified period such as 10
           period        or 20 years or until the total amount used to
           certain       buy this option has been repaid. This option
                         comes with an added guarantee that payments
                         will continue to your beneficiary for the
                         remainder of such period if you should die
                         during the period.
Option 3   Joint life    Payments are made for your life and the life
           income        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.   If variable and subject to the
Investment Company Act of 1940, it will comply with the requirements of
such Act.  Once you elect an annuity option and begin to receive payments,
it cannot be changed.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or more
($1,500 for a qualified Contract) up to and including age 85.  You may
make additional payments of $500 or more ($250 for a qualified Contract)
at any time before you turn 85 during the accumulation phase.  Under
certain circumstances, we may waive the minimum initial and additional
premium payment requirement.  Any initial or additional premium payment
that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.  Each time you
make a premium payment, we will add a credit of at least 4% of each
premium payment to your contract value.  Within 1 year
after any credit is added, it may be deducted from your contract
value under certain circumstances which are described in the prospectus
for the Contract.  After 1 year, a credit added to your contract value
becomes permanent.

Who may purchase this Contract?  The Contract may be purchased by
individuals as part of a personal retirement plan (a "non-qualified
Contract"), or as a Contract that qualifies for special tax treatment
when purchased as either an Individual Retirement Annuity (IRA) or in
connection with a qualified retirement plan (each a "qualified
Contract").

The Contract is designed for people seeking long-term tax-deferred
accumulation of assets, generally for retirement or other long-term
purposes.  The tax-deferred feature is more attractive to people in high
federal

                                                        PREMIUM PLUS PROFILE
                                   2
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, and the credit we add, into (1) the fixed
account with guaranteed interest periods of 6 months, and 1, 3, 5, 7 and
10 years, and/or (2) into any one or more of the following 25 mutual fund
investment portfolios through our Separate Account B.  The investment
portfolios are described in the prospectuses for the GCG Trust, the PIMCO
Variable Insurance Trust and the Warburg Pincus Trust.  Keep in mind that
while an investment in the fixed account earns a fixed interest rate, an
investment in any investment portfolio, depending on market conditions,
may cause you to make or lose money.  The investment portfolios available
under your Contract are:
THE GCG TRUST
Liquid Asset Series            Rising Dividends Series  Mid-Cap Growth Series
    Limited Maturity Bond Series   Capital Growth Series    Strategic Equity Series
    Global Fixed Income Series     Growth Series            Small Cap Series
    Total Return Series            Value Equity Series      Real Estate Series
    Fully Managed Series           Research Series          Hard Assets Series
    Equity Income Series           Managed Global Series    Developing World Series
    Investors Series               All Cap Series
    Large Cap Value Series         Capital Appreciation Series

THE PIMCO TRUST
    PIMCO High Yield Bond Portfolio
    PIMCO StocksPLUS Growth and Income Portfolio

THE WARBURG PINCUS TRUST
    International Equity Portfolio
5.   EXPENSES
The Contract has insurance features and investment features, and there
are charges related to each.  For the insurance features, the Company
deducts a mortality and expense risk charge, an asset-based
administrative charge and an annual contract administrative charge of
$40.  We deduct the mortality and expense risk charge and the asset-based
administrative charges daily directly from your contract value in the
investment portfolios.  The mortality and expense risk charge (depending
on the death benefit you choose) and the asset-based administrative
charge, on an annual basis, are as follows:

                                         STANDARD         ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET  7% SOLUTION
Mortality & Expense Risk Charge       1.25%              1.40%         1.55%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%
                                          -----              -----         -----
       Total                              1.40%              1.55%         1.70%
If you choose to purchase one of the optional benefit riders we offer, we
will deduct a separate quarterly charge for the rider on each quarterly
contract anniversary and pro rata when the rider terminates.  We deduct
the rider charges directly from your contract value in the investment
portfolios; if the value in the investment portfolios is insufficient, rider
charges will be deducted from the fixed account.  The rider charges are as
follows:

                                                        PREMIUM PLUS PROFILE
                                  3
OPTIONAL BENEFIT RIDER CHARGES

  Minimum Guaranteed Accumulation Benefit (MGAB) rider
       Waiting Period           Quarterly Charge
       --------------           ----------------
       10 Year..................0.125% of the MGAB Charge Base *(0.50% annually)
       20 Year..................0.125% of the MGAB Charge Base  (0.50% annually)

  Minimum Guaranteed Income Benefit (MGIB) rider
       MGIB Base Rate           Quarterly Charge
       --------------           ----------------
       0% ......................0.05% of the MGIB Base *(0.20% annually)
       3%.......................0.08% of the MGIB Base  (0.32% annually)
       5%.......................0.10% of the MGIB Base  (0.40% annually)
       6%.......................0.15% of the MGIB Base  (0.60% annually)
       7%.......................0.125% of the MGIB Base (0.50% annually)

  Minimum Guaranteed Withdrawal Benefit (MGWB) rider
          Quarterly Charge
          ----------------
          0.125% of the MGWB Eligible Payment Amount* (0.50% annually)

  *See prospectus for a description.

Each investment portfolio has charges for investment management fees and
other expenses.  These charges, which vary by investment portfolio,
currently range from 0.59% to 1.83% annually (see following table) of the
portfolio's average daily net asset balance.

If you withdraw money from your Contract, or if you begin receiving
annuity payments, we may deduct a premium tax of 0%-3.5% to pay to your
state.

We deduct a surrender charge if you surrender your Contract or withdraw
an amount exceeding the free withdrawal amount.  The free withdrawal
amount in any year is 10% of your contract value on the date of the
withdrawal less any prior withdrawals during that 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 withdrawn.

  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8   9+
    SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%  0%

                                                        PREMIUM PLUS PROFILE
                                   4
The following table is designed to help you understand the Contract
charges.  The "Total Annual Insurance Charges" column is divided into
two: one part reflects the maximum mortality and expense risk charge,
the asset-based administrative charge, the annual contract administrative
charge as 0.05% (based on an average contract value of $80,000), and the
highest optional rider charge as 0.75% in most cases, assuming the rider
base is equal to the initial premium and the rider base increases by 7%
each year.  (Note, however, for the Liquid Asset and Limited Maturity Bond
portfolios, the rider charge is equal to 0.50% because the base for the
rider accumulates at the assumed net rate, not 7%.)  The second part
reflects the same insurance charges, but without any rider charges.  The
"Total Annual Investment Portfolio Charges" column reflects the portfolio
charges for each portfolio and are based on actual expenses as of December
31, 1998, except for (i) portfolios that commenced operations during 1998
where the charges have been estimated, and (ii) newly formed portfolios
where the charges have been estimated.  The column "Total Annual Charges"
reflects the sum of the previous two columns.  The columns under the heading
"Examples" show you how much you would pay under the Contract for a 1-year
period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples
assume that you invested $1,000 and received a $40 credit 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
7% Solution Enhanced Death Benefit.  For these examples, the premium tax is
assumed to be 0%.

                                                        PREMIUM PLUS PROFILE
                                   5
Examples:
                          Total Annual                 Total Annual       Total Charges at the end of:
                        Insurance Charges                Charges            1 Year           10 Years
                        -----------------             -------------     --------------    --------------
                        w/the     w/o     Total       w/the    w/o      w/the    w/o      w/the    w/o
                        Highest   any     Investment  Highest  any      Highest  any      Highest  any
                        Rider     Rider   Portfolio   Rider    Rider    Rider    Rider    Rider    Rider
Investment Portfolio    Charge    Charge  Charges     Charge   Charge   Charge   Charge   Charge   Charge
--------------------    ------    ------  ----------  ------   ------   ------   ------   ------   ------
THE GCG TRUST
Liquid Asset            2.55%     1.75%   0.59%       3.14%    2.34%    $113     $105     $364     $278
Limited Maturity Bond   2.55%     1.75%   0.60%       3.15%    2.35%    $113     $105     $365     $279
Global Fixed Income     2.93%     1.75%   1.60%       4.53%    3.35%    $127     $115     $482     $379
Total Return            2.93%     1.75%   0.97%       3.90%    2.72%    $121     $109     $429     $317
Fully Managed           2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Equity Income           2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Investors               2.93%     1.75%   1.01%       3.94%    2.76%    $121     $109     $432     $321
Large Cap Value         2.93%     1.75%   1.01%       3.94%    2.76%    $121     $109     $432     $321
Rising Dividends        2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Capital Growth          2.93%     1.75%   1.08%       4.01%    2.83%    $122     $110     $438     $328
Growth                  2.93%     1.75%   1.09%       4.02%    2.84%    $122     $110     $439     $329
Value Equity            2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Research                2.93%     1.75%   0.94%       3.87%    2.69%    $120     $108     $426     $314
Managed Global          2.93%     1.75%   1.26%       4.19%    3.01%    $124     $112     $454     $346
All Cap                 2.93%     1.75%   1.01%       3.94%    2.76%    $121     $109     $432     $321
Capital Appreciation    2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Mid-Cap Growth          2.93%     1.75%   0.95%       3.88%    2.70%    $121     $108     $427     $315
Strategic Equity        2.93%     1.75%   0.99%       3.92%    2.74%    $121     $109     $430     $319
Small Cap               2.93%     1.75%   0.99%       3.92%    2.74%    $121     $109     $430     $319
Real Estate             2.93%     1.75%   0.99%       3.92%    2.74%    $121     $109     $430     $319
Hard Assets             2.93%     1.75%   1.00%       3.93%    2.75%    $121     $109     $431     $320
Developing World        2.93%     1.75%   1.83%       4.76%    3.58%    $130     $117     $501     $400

THE PIMCO TRUST
PIMCO High Yield Bond   2.93%     1.75%   0.75%       3.68%    2.50%    $119     $106     $409     $295
PIMCO StocksPLUS
  Growth and Income     2.93%     1.75%   0.65%       3.58%    2.40%    $117     $105     $400     $285

THE WARBURG PINCUS TRUST
International Equity    2.93%     1.75%   1.33%       4.26%    3.08%    $124     $112     $460     $353
The "Total Annual Investment Portfolio Charges" column above reflects
current expense reimbursements for applicable investment portfolios.  The
1 Year examples above include an 8% surrender charge.  For more detailed
information, see "Fees and Expenses" in the prospectus for the Contract.

6.   TAXES
Under a qualified Contract, your premiums are generally pre-tax
contributions and accumulate on a tax-deferred basis.  Premiums and
earnings are generally taxed as income when you make a withdrawal or
begin receiving annuity payments, presumably when you are in a lower tax
bracket.

                                                        PREMIUM PLUS PROFILE
                                   6
Under a non-qualified Contract, premiums are paid with after-tax dollars,
and any earnings will accumulate tax-deferred.  You will be taxed on
these earnings, but not on premiums, when you withdraw them from the
Contract.

For owners of most qualified Contracts, when you reach age 70 1/2 (or, in
some cases, retire), you will be required by federal tax laws to begin
receiving payments from your annuity or risk paying a penalty tax.  In
those cases, we can calculate and pay you the minimum required
distribution amounts at your request.

If you are younger than 59 1/2 when you take money out, in most cases,
you will be charged a 10% federal penalty tax on the taxable earnings
withdrawn.

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase.
You may elect in advance to take systematic withdrawals which are
described on page [11].  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
average annual total return for each portfolio that was in operation for
the entire year of 1998.  These numbers reflect the deduction of the
mortality and expense risk charge (based on the 7% Solution Enhanced
Death Benefit), the asset-based administrative charge, the annual
contract fee and the maximum optional benefit rider charge on a rider
base that accumulates at 7%, but do not reflect deductions for any
surrender charges, if any.  If surrender charges were reflected, they
would have the effect of reducing performance.  Please keep in mind
that past performance is not a guarantee of future results.

                                                        PREMIUM PLUS PROFILE
                                   7
CALENDAR YEAR
     INVESTMENT PORTFOLIO                                   1998
     Managed by A I M  Capital Management, Inc.
       Capital Appreciation(1)                                 %
       Strategic Equity(2)                                     %
     Managed by Alliance Capital Management L.P.
       Capital Growth(2)                                       %
     Managed by Baring International Investment Limited
       Developing World(2)
       Global Fixed Income                                     %
       Hard Assets(2)                                          %
     Managed by Capital Guardian Trust Company
       Large Cap Value
       Managed Global(3)
       Small Cap(3)                                            %
     Managed by Eagle Asset Management, Inc.
       Value Equity                                            %
     Managed by EII Realty Securities, Inc.
       Real Estate                                             %
     Managed by ING Investment Management, LLC
       Limited Maturity Bond                                   %
       Liquid Asset                                            %
     Managed by Janus Capital Corporation
       Growth(2)                                               %
     Managed by Kayne Anderson Investment Management, LLC
       Rising Dividends                                        %
     Managed by Massachusetts Financial Services Company
       Mid-Cap Growth                                          %
       Research                                                %
       Total Return                                            %
     Managed by T. Rowe Price Associates, Inc.
       Equity Income(2)                                        %
       Fully Managed
     Managed by Salomon Brothers Asset Management, Inc.
       All Cap
       Investors
     Managed by Pacific Investment Management Company
       PIMCO High Yield Bond
       PIMCO StocksPlus Growth and Income
     Managed by Credit Suisse Asset Management, LLC
       International Equity                                    %

     _________________
     (1)  Prior to April 1, 1999, a different firm managed the Portfolio.
     (2)  Prior to March 1, 1999, a different firm managed the Portfolio.
     (3)  Prior to February 1, 2000, a different firm managed the Portfolio.

9.   DEATH BENEFIT
You may choose (i) the Standard Death Benefit, (ii) the 7% Solution
Enhanced Death Benefit or (iii) the Annual Ratchet Enhanced Death
Benefit.  The 7% Solution Enhanced Death Benefit is available only if the
contract owner or the annuitant (if the contract owner is not an
individual) is not more than 80 years old at the time of purchase.  The
Annual Ratchet Enhanced Death Benefit is available only if the contract
owner or the annuitant (if the contract owner is not an individual) is
not more than 79 years old at the time of purchase.  The 7% Solution and
Annual Ratchet Enhanced Death Benefits may not be available where a
Contract is held by joint owners.

The death benefit is payable when the first of the following persons die:
the contract owner, joint owner, or annuitant (if a contract owner is not
an individual).  Assuming you are the contract owner, if you die during
the accumulation phase, your beneficiary will receive a death benefit
unless the beneficiary is your

                                                        PREMIUM PLUS PROFILE
                                   8
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
written notice and due proof of death, as well as required claim forms,
at our Customer Service Center.  If your beneficiary elects to delay
receipt of the death benefit until a date after the time of your death,
the amount of the benefit payable in the future may be affected.  If you
die after the annuity start date and you are the annuitant, your
beneficiary will receive the death benefit you chose under the annuity
option then in effect.

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

Under the STANDARD DEATH BENEFIT, if you die before the annuity start
date, your beneficiary will receive the greatest of:

     1)   the contract value minus any credits added within 1 year;
     2)   the total premium payments made under the Contract after
          subtracting any withdrawals; or
     3)   the cash surrender value.

Under the 7% SOLUTION ENHANCED DEATH BENEFIT, if you die before the
annuity start date, your beneficiary will receive the greatest of:

     1)   the contract value minus any credits added within 1 year prior
          to death;
     2)   the total premium payments made under the Contract after
          subtracting any withdrawals;
     3)   the cash surrender value; or
     4)   the enhanced death benefit minus any credits added within 1
          year of death, which we determine as follows: we credit
          interest each business day at the 7% annual effective rate to
          the enhanced death benefit from the preceding day (which would
          be the initial premium and the credit added if the preceding
          day is the contract date), then we add additional premiums paid
          and credits added since the preceding day, then we subtract any
          withdrawals (including any market value adjustment applied to
          such withdrawal) since the preceding day, and then we subtract
          any associated surrender charges.  The maximum enhanced death
          benefit is 2 times all premium payments and credits added, less
          an amount to reflect withdrawals.

          Note:  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 7%
               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
               investment in the fixed account will be the lesser of the
               7% annual effective rate or the interest credited to such
               investment during the applicable period.  Thus, selecting
               these investments may limit the enhanced death benefit.

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 minus any credits added within 1 year prior
          to death;
     2)   the total premium payments made under the Contract after
          subtracting any withdrawals;
     3)   the cash surrender value; or the enhanced death benefit minus any
          credits added within 1 year prior to death, which is determined as
          follows: On each contract anniversary that occurs on or before the
          contract owner turns age 80, we compare the prior enhanced death
          benefit

                                                        PREMIUM PLUS PROFILE
                                   9
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 and credit added if the preceding day is
          the contract date), then we add additional premiums paid and
          credits added since the preceding day, and then we subtract any
          withdrawals (including any market value adjustment applied to
          such withdrawal) since the preceding day, and then we subtract
          any associated surrender charges.  That amount becomes the new
          enhanced death benefit.

        Note:  In all cases described above, the amount of the death
               benefit could be reduced by premium taxes owed and
               withdrawals not previously deducted.  The enhanced death
               benefits may not be available in all states.

10.  OTHER INFORMATION
  FREE LOOK.  If you cancel the Contract within 10 days after you receive
it, you will receive a refund of the adjusted contract value. We determine
your contract value at the close of business on the day we receive your
written refund request.  For purposes of the refund during the free look
period, (i) we adjust your contract value for any market value adjustment
(if you have invested in the fixed account), (ii) then we exclude any
credit initially applied, and (iii) then we include a refund of any
charges deducted from your contract value.  Because of the market risks
associated with investing in the portfolios and the potential positive or
negative effect of the market value adjustment, the contract value
returned may be greater or less than the premium payment you paid.  Some
states require us to return to you the amount of the paid premium,
excluding any credit, (rather than the contract value) in which case you
will not be subject to investment risk during the free look period.  Also,
in some states, you may be entitled to a longer free look period.

  TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT.  You can
make transfers among your investment portfolios and your investment in
the fixed account as frequently as you wish without any current tax
implications.  The minimum amount for a transfer is $100. There is
currently no charge for transfers, and we do not limit the number of
transfers allowed.  The Company may, in the future, charge a $25 fee for
any transfer after the twelfth transfer in a contract year or limit the
number of transfers allowed.  Keep in mind that if you transfer or
otherwise withdraw your money from the fixed account more than 30 days
before the applicable maturity date, we will apply a market value
adjustment.  A market value adjustment could increase or decrease your
contract value and/or the amount you transfer or withdraw.

  NO PROBATE.  In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate.
See "Federal Tax Considerations - Taxation of Death Benefit Proceeds" in
the prospectus for the Contract.

  OPTIONAL RIDERS.  Subject to state availability, you may purchase one of
three optional benefit riders for an additional charge. You may not add more
than one of these three riders to your Contract.  There are separate charges
for each rider.  Once elected, the riders generally may not be cancelled.
This means once added the rider may not be removed and charges will be
assessed regardless of the performance of your Contract.

  Minimum Guaranteed Accumulation Benefit (MGAB) Rider.  The MGAB is an
optional benefit which offers you the ability to receive a one-time
adjustment to your contract value in the event your contract

                                                        PREMIUM PLUS PROFILE
                                   10
value on a specified date is below the MGAB rider guarantee.  When added
at issue, the MGAB rider guarantees that your contract value will at least
equal your initial premium payment plus credits at the end of ten years, or,
at least equal two times your initial premium payment plus credits at the end
of twenty years depending on the waiting period you select, reduced pro rata
for withdrawals and certain transfers. The MGAB rider offers a ten-year option
and a twenty-year option, of which you may purchase only one. Withdrawals and
certain transfers may reduce the guarantee by more than the amount withdrawn or
transferred.  The MGAB rider may offer you protection in the event
of a lower contract value that may result from unfavorable investment
performance of your Contract. There are exceptions, conditions, eligibility
requirements, and important considerations associated with the MGAB
rider.  You should read the prospectus for more complete information.

  Minimum Guaranteed Income Benefit (MGIB) Rider.  The MGIB rider is an
optional benefit which guarantees a minimum amount of income that will be
available to you upon annuitization, regardless of fluctuating market
conditions.  Ordinarily, the amount of income that will be available to
you upon annuitization is based upon your contract value, the annuity
option you selected and the guaranteed or then current income factors
in effect.  If you purchase the MGIB rider, the minimum amount of income
that will be available to you upon annuitization on the MGIB Benefit Date
is the greater of the amounts that are ordinarily available to you under
your Contract and the MGIB annuity benefit, which is based on your MGIB Base,
the MGIB annuity option you selected and the MGIB guaranteed income factors
specified in your rider.  Your MGIB Base generally depends on the amount of
premiums you pay during the first five contract years after you purchase the
rider, the credit(s) applied, when you pay the premiums, accumulated at the
MGIB rate, less adjustments for withdrawals and transfers.  There are
exceptions, conditions, eligibility  requirements, and important considerations
associated with the MGIB rider. You should read the prospectus for more complete
complete information.

  Minimum Guaranteed Withdrawal Benefit (MGWB) Rider. The MGWB rider is an
optional benefit which guarantees that you will receive annual periodic
payments, when added together, equal to all premium payments and credits
paid during the first two contract years, less adjustments for any prior
withdrawals.  If your contract value is reduced to zero, your periodic payments
will be 7% of your Eligible Payment Amount every year.  (Of course, any
applicable income and penalty taxes will apply to amounts withdrawn.) Your
original Eligible Payment Amount is your premium payments and credits received
during the first two contract years.  Withdrawals that you make in  excess of
the above periodic payment amount may substantially reduce the guarantee.
There are exceptions, conditions, eligibility requirements, and important
considerations associated with the MGWB rider.  You should read the prospectus
for more complete information.

  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.  It 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 surrender charge.
Withdrawals from your money in the fixed account under this program are
not subject to a market value adjustment.  Of course, any applicable
income and penalty taxes will apply on amounts withdrawn.

  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.

                                                        PREMIUM PLUS PROFILE
                                   11
11.  INQUIRIES
If you need more information after reading this profile and the
prospectus, please contact us at:

  CUSTOMER SERVICE CENTER
  P.O. BOX 2700
  WEST CHESTER, PENNSYLVANIA  19380
  (800) 366-0066

or your registered representative.

                                                        PREMIUM PLUS PROFILE
                                   12
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

                           FEBRUARY 1, 2000
       DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
                      GOLDENSELECT PREMIUM PLUS/R/

This prospectus describes GoldenSelect Premium Plus, a group and
individual deferred variable annuity contract (the "Contract") offered by
Golden American Life Insurance Company (the "Company," "we" or "our").
The Contract is available in connection with certain retirement plans
that qualify for special federal income tax treatment ("qualified
Contracts") as well as those that do not qualify for such treatment
("non-qualified Contracts").

The Contract provides a means for you to invest your premium payments and
credits in one or more of 25 mutual fund investment portfolios.  You may
also allocate premium payments and credits to our Fixed Account with
guaranteed interest periods.  Your contract value will vary daily to
reflect the investment performance of the investment portfolio(s) you
select and any interest credited to your allocations in the Fixed
Account.  The investment portfolios available under your Contract and the
portfolio managers are:

  A I M CAPITAL MANAGEMENT, INC.                KAYNE ANDERSON INVESTMENT
    Capital Appreciation Series                  MANAGEMENT, LLC
    Strategic Equity Series                       Rising Dividends Series
  ALLIANCE CAPITAL MANAGEMENT L. P.             MASSACHUSETTS FINANCIAL SERVICES
    Capital Growth Series                        COMPANY
  BARING INTERNATIONAL INVESTMENT                 Mid-Cap Growth Series
   LIMITED (AN AFFILIATE)                         Research Series
    Developing World Series                       Total Return Series
    Global Fixed Income Series                  T. ROWE PRICE ASSOCIATES, INC.
    Hard Assets Series                            Equity Income Series
  CAPITAL GUARDIAN TRUST COMPANY                  Fully Managed Series
    Large Cap Value Series                      SALOMON BROTHERS ASSET
    Managed Global Series                        MANAGEMENT, INC.
    Small Cap Series                              All Cap Series
  EAGLE ASSET MANAGEMENT, INC.                     Investors Series
    Value Equity Series                         PACIFIC INVESTMENT MANAGEMENT
  EII REALTY SECURITIES, INC.                    COMPANY
    Real Estate Series                           PIMCO High Yield Bond Portfolio
  ING INVESTMENT MANAGEMENT, LLC                 PIMCO StocksPLUS Growth and
   (AN AFFILIATE)                                  Income Portfolio
    Limited Maturity Bond Series                CREDIT SUISSE ASSET
                                                  MANAGEMENT, LLC
    Liquid Asset Series                           International Equity Portfolio
  JANUS CAPITAL CORPORATION
    Growth Series

The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B.  We refer to the
divisions as "subaccounts" and the money you place in the Fixed Account's
guaranteed interest periods as "Fixed Interest Allocations" in this
prospectus.

We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest.  We set the interest rates periodically.  We will not set the
interest rate to be less than a minimum annual rate of 3%.  You may
choose guaranteed interest periods of 6 months, and 1, 3, 5, 7 and 10
years.  The interest earned on your money as well as your principal is
guaranteed as long as you hold them until the maturity date. If you take
your money out from a Fixed Interest Allocation more than 30 days before
the applicable maturity date, we will apply a market value adjustment
("Market Value Adjustment").  A Market Value Adjustment could increase or
decrease your contract value and/or the amount you take out.  You bear
the risk that you may receive less than your principal if we take a
Market Value Adjustment.  For Contracts sold in some states, not all
Fixed Interest Allocations or subaccounts are available.  You have a
right to return a Contract within 10 days after you receive it for a
refund of the adjusted contract value less credits we added (which may
be more or less than the premium payments you paid), or if required by
your state, the original amount of your premium payment.  Longer free
look periods apply in some states and in certain situations.

This prospectus provides information that you should know before
investing and should be kept for future reference. A Statement of
Additional Information, dated February 1, 2000, has been filed with the
Securities and Exchange Commission.  It is available without charge upon
request.  To obtain a copy of this document, write to our Customer
Service Center at P.O. Box 2700, West Chester, Pennsylvania 19380 or call
(800) 366-0066, or access the SEC's website (http://www.sec.gov).  The
table of contents of the Statement of Additional Information ("SAI") is
on the last page of this prospectus and the SAI is made part of this
prospectus by reference.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

AN INVESTMENT IN THE SUBACCOUNTS THROUGH THE GCG TRUST, THE PIMCO TRUST OR
THE WARBURG PINCUS TRUST IS NOT A BANK DEPOSIT AND IS NOT INSURED OR
GUARANTEED BY ANY BANK OR BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENT AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG
TRUST, THE PIMCO TRUST AND THE WARBURG PINCUS TRUST.
TABLE OF CONTENTS
                                                                        PAGE
     Index of Special Terms
     Fees and Expenses
     Performance Information
        Accumulation Unit
        Net Investment Factor
        Condensed Financial Information
        Financial Statements
        Performance Information
     Golden American Life Insurance Company
     The Trusts
     Golden American Separate Account B
     The Investment Portfolios
        Investment Objectives
        Investment Management Fees
     The Fixed Interest Allocation
        Selecting a Guaranteed Interest Period
        Guaranteed Interest Rates
        Transfers from a Fixed Interest Allocation
        Withdrawals from a Fixed Interest Allocation
        Market Value Adjustment
     The Annuity Contract
        Contract Date and Contract Year
        Annuity Start Date
        Contract Owner
        Annuitant
        Beneficiary
        Purchase and Availability of the Contract
        Crediting of Premium Payments
        Additional Credit to Premium
        Contract Value
        Cash Surrender Value
        Surrendering to Receive the Cash Surrender Value
        Addition, Deletion or Substitution of Subaccounts and Other
     Changes
        The Fixed Account
        Optional Riders
          Rider Date
          Special Funds
          No Cancellation
          Termination
          Minimum Guaranteed Accumulation Benefit Rider
          Minimum Guaranteed Income Benefit Rider
          Minimum Guaranteed Withdrawal Benefit Rider
        Other Contracts
        Other Important Provisions
     Withdrawals
        Regular Withdrawals
        Systematic Withdrawals
        IRA Withdrawals
     Transfers Among Your Investments

                                   i
Dollar Cost Averaging
        Automatic Rebalancing
     Death Benefit Choices
        Death Benefit During the Accumulation Phase
          Standard Death Benefit
          Enhanced Death Benefits
        Death Benefit During the Income Phase
     Charges and Fees
        Charge Deduction Subaccount
        Charges Deducted from the Contract Value
          Surrender Charge
          Free Withdrawal Amount
          Surrender Charge for Excess Withdrawals
          Premium Taxes
          Administrative Charge
          Transfer Charge
        Charges Deducted from the Subaccounts
          Mortality and Expense Risk Charge
          Asset-Based Administrative Charge
          Optional Rider Charges
        Trust Expenses
     The Annuity Options
        Annuitization of Your Contract
        Selecting the Annuity Start Date
        Frequency of Annuity Payments
        The Annuity Options
          Income for a Fixed Period
          Income for Life with a Period Certain
          Joint Life Income
          Annuity Plan
        Payment When Named Person Dies
     Other Contract Provisions
        Reports to Contract Owners
        Suspension of Payments
        In Case of Errors in Your Application
        Assigning the Contract as Collateral
        Contract Changes-Applicable Tax Law
        Free Look
        Group or Sponsored Arrangements
        Selling the Contract
     Other Information
        Voting Rights
        Year 2000 Problem
        State Regulation
        Legal Proceedings
        Legal Matters
        Experts
     Federal Tax Considerations
     More Information About Golden American
     Financial Statements of Golden American Life Insurance Company
     Unaudited Financial Statements of Golden American Life Insurance
        Company

                                   ii
Statement of Additional Information
        Table of Contents
     Appendix A
        Condensed Financial Information                        A1
     Appendix B
        Market Value Adjustment Examples                       B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example        C1

                                   iii
INDEX OF SPECIAL TERMS

The following special terms are used throughout this prospectus.  Refer
to the page(s) listed for an explanation of each term:

SPECIAL TERM                            PAGE
Accumulation Unit                        [6]
Annual Ratchet Enhanced Death Benefit   [24]
Annuitant                               [16]
Annuity Start Date                      [15]
Cash Surrender Value                    [19]
Contract Date                           [15]
Contract Owner                          [15]
Contract Value                          [18]
Contract Year                           [15]
Fixed Interest Allocation               [12]
Free Withdrawal Amount                  [26]
Market Value Adjustment                 [14]
Net Investment Factor                    [7]
7% Solution Enhanced Death Benefit      [24]
Standard Death Benefit                  [24]

The following terms as used in this prospectus have the same or
substituted meanings as the corresponding terms currently used in the
Contract:

TERM USED IN THIS PROSPECTUS  CORRESPONDING TERM USED IN THE CONTRACT
Accumulation Unit Value       Index of Investment Experience
Annuity Start Date            Annuity Commencement Date
Contract Owner                Owner or Certificate Owner
Contract Value                Accumulation Value
Transfer Charge               Excess Allocation Charge
Fixed Interest Allocation     Fixed Allocation
Free Look Period              Right to Examine Period
Guaranteed Interest Period    Guarantee Period
Subaccount(s)                 Division(s)
Net Investment Factor         Experience Factor
Regular Withdrawals           Conventional Partial Withdrawals
Withdrawals                   Partial Withdrawals

                                   1
FEES AND EXPENSES
CONTRACT OWNER TRANSACTION EXPENSES*
   Surrender Charge:

  COMPLETE YEARS ELAPSED    0    1    2    3    4    5    6    7    8    9+
    SINCE PREMIUM PAYMENT
  SURRENDER CHARGE          8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

   Transfer Charge                                          None**
   * If you invested in a Fixed Interest Allocation, a Market Value
     Adjustment may apply to certain transactions. This may increase or
     decrease your contract value and/or your transfer or surrender
     amount.
   **We may in the future charge $25 per transfer if you make more than
     12 transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE***
   Administrative Charge                                    $40
      (We deduct this charge on each contract anniversary and on surrender.)

    ***We waive this charge if the total of your premium payments is $100,000
    or more or if your contract value at the end of a contract year is
    $100,000 or more.)

SEPARATE ACCOUNT ANNUAL CHARGES****

                                         STANDARD          ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET  7% SOLUTION
Mortality & Expense Risk Charge       1.25%              1.40%         1.55%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%
                                          -----              -----         -----
       Total Separate Account Charges     1.45%              1.55%         1.70%
****As a percentage of average daily assets in each subaccount.  The Separate
     Account Annual Charges are deducted daily.

OPTIONAL RIDER CHARGES*****

  Minimum Guaranteed Accumulation Benefit rider:
       Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year.................0.125% of the MGAB Charge Base(1)(0.50% annually)
       20 Year.................0.125% of the MGAB Charge Base   (0.50% annually)

  Minimum Guaranteed Income Benefit rider:
       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% .....................0.05%  of the MGIB Base(2) (0.20% annually)
       3%......................0.08%  of the MGIB Base    (0.32% annually)
       5%......................0.10%  of the MGIB Base    (0.40% annually)
       6%......................0.15%  of the MGIB Base    (0.60% annually)
       7%......................0.125% of the MGIB Base    (0.50% annually)

                                   2
Minimum Guaranteed Withdrawal Benefit rider:
       Quarterly Charge
       ----------------
       0.125% of the MGWB Eligible Payment Amount(3) (0.50% annually)

 *****We deduct optional rider charges from the subaccounts in which you
  are invested on each quarterly contract anniversary and pro rata on
  termination of the Contract; if the value in the subaccounts is insufficient,
  the optional rider charges will be deducted from the Fixed Interest
  Allocation nearest maturity.

    (1) The MGAB Charge Base is the total of premiums and credits added during
        the 2-year period commencing on the rider date if you purchase the
        rider on the contract date, or, your contract value on the rider date
        plus premiums and credits added during the 2-year period commencing on
        the rider date if you purchase the rider after the contract date,
        reduced pro rata for all withdrawals taken while the MGAB rider is in
        effect, and reduced pro rata for transfers made during the 3-year
        period before the MGAB Benefit Date.

    (2) The MGIB Base generally depends on the amount of premiums you pay
        during the first five contract years after you purchase the rider
        and the credit(s) applied, when you pay the premiums, and less a pro
        rata deduction for any withdrawal or transfer made while the MGIB
        rider is in effect.

    (3) The MGWB Eligible Payment Amount is (i) the total of premiums and credit
        paid during the 2-year period commencing on the rider date if you
        purchase the rider on the contract date; or (ii) your contract value on
        the rider date plus subsequent premiums and credits received during the
        two-year period commencing on the rider date.

       THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net
assets of a portfolio):

                                                 OTHER          TOTAL
                                              EXPENSES(2)      EXPENSES
                                 MANAGEMENT  AFTER EXPENSE   AFTER EXPENSE
  PORTFOLIO                       FEES(1)    REIMBURSEMENT  REIMBURSEMENT(3)
  Liquid Asset                     0.59%         0.00%          0.59%
  Limited Maturity Bond            0.60%         0.00%          0.60%
  Global Fixed Income              1.60%         0.00%          1.60%(3)
  Total Return                     0.94%         0.03%          0.97%(3)
  Fully Managed                    0.98%         0.00%          0.98%
  Equity Income                    0.98%         0.00%          0.98%
  Investors                        1.00%         0.01%          1.01%%
  Large Cap Value                  1.00%         0.01%          1.01%
  Rising Dividends                 0.98%         0.00%          0.98%
  Capital Growth                   1.08%         0.00%          1.08%
  Growth                           1.08%         0.01%          1.09%
  Value Equity                     0.98%         0.00%          0.98%
  Research                         0.94%         0.00%          0.94%
  Managed Global                   1.25%         0.01%          1.26%
  All Cap                          1.00%         0.01%          1.01%
  Capital Appreciation             0.98%         0.00%          0.98%
  Mid-Cap Growth                   0.94%         0.01%          0.95%
  Strategic Equity                 0.98%         0.01%          0.99%
  Small Cap                        0.98%         0.01%          0.99%
  Real Estate                      0.98%         0.01%          0.99%
  Hard Assets                      0.98%         0.02%          1.00%
  Developing World                 1.75%         0.08%          1.83%
 _______________________
 (1)     Fees decline as the total assets of one or more portfolios
         increase. See the prospectus for the GCG Trust for more information.
 (2)     Other expenses generally consist of independent trustees fees
         and certain expenses associated with investing in international
         markets.  Other expenses are based on actual expenses for the year
         ended December 31, 1998, except for portfolios that commenced
         operations in 1998 where the charges have been estimated.
 (3)     Total expenses are based on actual expenses for the fiscal year
         ended December 31, 1998.  Directed Services, Inc. is currently
         reimbursing expenses to maintain total expenses at 0.97% for the
         Total Return portfolio and 1.60% for the Global Fixed Income
         portfolio as shown.  Without this reimbursement, and based on current
         estimates, total expenses would be 0.98% for the Total Return
         portfolio and 1.74% for the Global Fixed Income portfolio.  This
         reimbursement agreement will remain in place through August 14, 2000
         after which it may be terminated at any time.

                                   3
THE PIMCO TRUST ANNUAL EXPENSES (as a percentage of the average daily net
assets of a portfolio):

                                               OTHER          TOTAL
                                              EXPENSES       EXPENSES
                               MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE
  PORTFOLIO                       FEES     REIMBURSEMENT  REIMBURSEMENT(1)
   PIMCO High Yield Bond         0.50%        0.25%(2)        0.75%
   PIMCO StocksPLUS Growth
     and Income                  0.40%        0.25%           0.65%
 _______________________
 (1)     PIMCO has agreed to waive some or all of its other expenses,
         subject to potential future reimbursement, to the extent that total
         expenses for the PIMCO High Yield Bond Portfolio and PIMCO StocksPLUS
         Growth and Income portfolio would exceed 0.75% and 0.65%,
         respectively, due to payment by the portfolios of their pro rata
         portion of Trustees' fees.  Without this agreement and, based on
         current estimates, total expenses would be 0.81% for the PIMCO High
         Yield Bond portfolio and 0.72% for the PIMCO StocksPLUS Growth and
         Income portfolio.
 (2)     Since the PIMCO High Yield Bond portfolio commenced operations
         on April 30, 1998, other expenses as shown have been annualized for
         the year ended December 31, 1998.

THE WARBURG PINCUS TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):

                                ADVISORY       OTHER        TOTAL
   PORTFOLIO                      FEES        EXPENSES   EXPENSES(1)
   International Equity          1.00%         0.33%        1.33%
 _______________________
 (1)     Total expenses are based on actual expenses for the fiscal year
         ended December 31, 1998.

The purpose of the foregoing tables is to help you understand the various
costs and expenses that you will bear directly and indirectly.  See the
prospectuses of the GCG Trust, the PIMCO Trust and the Warburg Pincus
Trust for additional information on portfolio expenses.

Premium taxes (which currently range from 0% to 3.5% of premium payments)
may apply, but are not reflected in the tables above or in the examples
below.

                                   4
EXAMPLES:

The following four examples are designed to show you the expenses you would
pay on a $1,000 investment, plus a credit of $40, that earns 5% annually.
Each example assumes election of the 7% Solution Enhanced Death Benefit.
The examples reflect the deduction of a mortality and expense risk charge, an
asset based administrative charge, and the annual contract administrative
charge as an annual charge of 0.05% of assets (based on an average contract
value of $80,000).  In addition, Examples 1 and 2 assume you elected an
optional benefit rider with the highest charge 0.75% annually, except
for the Liquid Asset and Limited Maturity Bond portfolios, where the charge
is 0.50% annually and  assume the rider charge is assessed each quarter on
a base equal to the hypothetical $1,000 premium increasing at 7% per year
(the assumed net rate for the Liquid Asset and Limited Maturity Bond
portfolios).  The annual charge of 0.75% results from the assumption of a 7%
annual increase in the rider base but only a 5% earnings increase in the
contract value before expenses.  Thus, 0.75% represents an annual charge over
a 10-year period which is equivalent to an increasing charge of 0.125% per
quarter over the same period.  If the Standard Death Benefit or the Annual
Ratchet Enhanced Death Benefit is elected instead of the 7% Enhanced Death
Benefit used in the examples, the actual expenses will be less than those
represented in the examples.  Note that surrender charges may apply if you
choose to  annuitize your Contract within the first 5 contract years, and under
certain circumstances, within the first 9 contract years.  Thus, in the event
you annuitize your Contract under circumstances that require a surrender
charge, you should refer to Examples 1 and 3 below which assume applicable
surrender charges.

EXAMPLE 1
If you surrender your Contract at the end of the applicable time period
and elected an optional benefit rider with the highest charge, you would
pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $113        $182        $243        $364
    Limited Maturity Bond       $113        $182        $244        $365
    Global Fixed Income         $127        $222        $308        $482
    Total Return                $121        $204        $278        $429
    Fully Managed               $121        $204        $279        $430
    Equity Income               $121        $204        $279        $430
    Investors                   $121        $205        $280        $432
    Large Cap Value             $121        $205        $280        $432
    Rising Dividends            $121        $204        $279        $430
    Capital Growth              $122        $207        $284        $438
    Growth                      $122        $207        $284        $439
    Value Equity                $121        $204        $279        $430
    Research                    $120        $203        $277        $426
    Managed Global              $124        $212        $292        $454
    All Cap                     $121        $205        $280        $432
    Capital Appreciation        $121        $204        $279        $430
    Mid-Cap Growth              $121        $203        $277        $427
    Strategic Equity            $121        $204        $279        $430
    Small Cap                   $121        $204        $279        $430
    Real Estate                 $121        $204        $279        $430
    Hard Assets                 $121        $205        $280        $431
    Developing World            $130        $229        $319        $501

    THE PIMCO TRUST
    PIMCO High Yield Bond       $119        $197        $268        $409
    PIMCO StocksPLUS
      Growth and Income         $117        $194        $263        $400

    THE WARBURG PINCUS TRUST
    International Equity        $124        $214        $296        $460

                                   5
EXAMPLE 2
If you do not surrender your Contract at the end of the applicable time
period and elected an optional benefit rider with the highest charge, you
would pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $33        $102        $173        $364
    Limited Maturity Bond        $33        $102        $174        $365
    Global Fixed Income          $47        $142        $238        $482
    Total Return                 $41        $124        $208        $429
    Fully Managed                $41        $124        $209        $430
    Equity Income                $41        $124        $209        $430
    Investors                    $41        $125        $210        $432
    Large Cap Value              $41        $125        $210        $432
    Rising Dividends             $41        $124        $209        $430
    Capital Growth               $42        $127        $214        $438
    Growth                       $42        $127        $214        $439
    Value Equity                 $41        $124        $209        $430
    Research                     $40        $123        $207        $426
    Managed Global               $44        $132        $222        $454
    All Cap                      $41        $125        $210        $432
    Capital Appreciation         $41        $124        $209        $430
    Mid-Cap Growth               $41        $123        $207        $427
    Strategic Equity             $41        $124        $209        $430
    Small Cap                    $41        $124        $209        $430
    Real Estate                  $41        $124        $209        $430
    Hard Assets                  $41        $125        $210        $431
    Developing World             $50        $149        $249        $501

    THE PIMCO TRUST
    PIMCO High Yield Bond        $39        $117        $198        $409
    PIMCO StocksPLUS
      Growth and Income          $37        $114        $193        $400

    THE WARBURG PINCUS TRUST
    International Equity         $44        $134        $226        $460

                                   6
EXAMPLE 3
If you surrender your Contract at the end of the applicable time period
and did not elect any optional benefit rider, you would pay the following
expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $105        $156        $200        $278
    Limited Maturity Bond       $105        $156        $201        $279
    Global Fixed Income         $115        $187        $252        $379
    Total Return                $109        $168        $220        $317
    Fully Managed               $109        $168        $220        $318
    Equity Income               $109        $168        $220        $318
    Investors                   $109        $169        $222        $321
    Large Cap Value             $109        $169        $222        $321
    Rising Dividends            $109        $168        $220        $318
    Capital Growth              $110        $171        $225        $328
    Growth                      $110        $172        $226        $329
    Value Equity                $109        $168        $220        $318
    Research                    $108        $167        $218        $314
    Managed Global              $112        $177        $234        $346
    All Cap                     $109        $169        $222        $321
    Capital Appreciation        $109        $168        $220        $318
    Mid-Cap Growth              $108        $167        $219        $315
    Strategic Equity            $109        $168        $221        $319
    Small Cap                   $109        $168        $221        $319
    Real Estate                 $109        $168        $221        $319
    Hard Assets                 $109        $169        $221        $320
    Developing World            $117        $194        $263        $400

    THE PIMCO TRUST
    PIMCO High Yield Bond       $106        $161        $208        $295
    PIMCO StocksPLUS
      Growth and Income         $105        $158        $203        $285

    THE WARBURG PINCUS TRUST
    International Equity        $112        $179        $238        $353

                                   7
EXAMPLE 4
If you do not surrender your Contract at the end of the applicable time
period and did not elect any optional benefit rider, you would pay the
following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $25         $76        $130        $278
    Limited Maturity Bond        $25         $76        $131        $279
    Global Fixed Income          $35        $107        $182        $379
    Total Return                 $29         $88        $150        $317
    Fully Managed                $29         $88        $150        $318
    Equity Income                $29         $88        $150        $318
    Investors                    $29         $89        $152        $321
    Large Cap Value              $29         $89        $152        $321
    Rising Dividends             $29         $88        $150        $318
    Capital Growth               $30         $91        $155        $328
    Growth                       $30         $92        $156        $329
    Value Equity                 $29         $88        $150        $318
    Research                     $28         $87        $148        $314
    Managed Global               $32         $97        $164        $346
    All Cap                      $29         $89        $152        $321
    Capital Appreciation         $29         $88        $150        $318
    Mid-Cap Growth               $28         $87        $149        $315
    Strategic Equity             $29         $88        $151        $319
    Small Cap                    $29         $88        $151        $319
    Real Estate                  $29         $88        $151        $319
    Hard Assets                  $29         $89        $151        $320
    Developing World             $37         $114       $193        $400

    THE PIMCO TRUST
    PIMCO High Yield Bond        $26         $81        $138        $295
    PIMCO StocksPLUS
      Growth and Income          $25         $78        $133        $285

    THE WARBURG PINCUS TRUST
    International Equity         $32         $99        $168        $353

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN
SUBJECT TO THE TERMS OF YOUR CONTRACT.

                                   8
PERFORMANCE INFORMATION
ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract.  Each
subaccount of Separate Account B has its own accumulation unit value.
The accumulation units are valued each business day that the New York
Stock Exchange is open for trading.  Their values may increase or
decrease from day to day according to a Net Investment Factor, which is
primarily based on the investment performance of the applicable
investment portfolio.  Shares in the investment portfolios are valued at
their net asset value.

THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects certain charges
under the Contract and the investment performance of the subaccount.  The Net
Investment Factor is calculated for each subaccount as follows:

     (1)  We take the net asset value of the subaccount at the end of
          each business day.
     (2)  We add to (1) the amount of any dividend or capital gains
          distribution declared for the subaccount and reinvested in such
          subaccount.  We subtract from that amount a charge for our
          taxes, if any.
     (3)  We divide (2) by the net asset value of the subaccount at the
          end of the preceding business day.
     (4)  We then subtract the applicable daily mortality and expense
          risk charge and the daily asset-based administrative charge
          from the subaccount.

Calculations for the subaccounts are made on a per share basis.

CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each
subaccount of Golden American Separate Account B offered in this
prospectus and (ii) the total investment value history of each such
subaccount are presented in Appendix A -- Condensed Financial
Information.

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the years
ended December 31, 1998 and 1997 are included in the Statement of
Additional Information. The audited consolidated financial statements of
Golden American for the years ended December 31, 1998, 1997 and 1996 and
the unaudited condensed consolidated financial statements of Golden
American for the nine months ended September 30, 1999 are included in
this prospectus.

PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract
owners performance information for the subaccounts of Separate Account B,
including the average annual total return performance, yields and other
nonstandard measures of performance.  Such performance data will be
computed, or accompanied by performance data computed, in accordance with
standards defined by the SEC.

Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period.  Information on
standard total average annual return performance will include average
annual rates of total return for 1, 5 and 10 year periods, or lesser
periods depending on how long Separate Account B has been investing
in the portfolio.  We may show other total returns for periods less
than one year.  Total return figures will be based on the actual
historic performance of the subaccounts of Separate Account B,
assuming an investment at the beginning of the

                                   9
period when the separate account first invested in the portfolios,
withdrawal of the investment at the end of the period, adjusted to
reflect the deduction of all applicable portfolio and current contract
charges.  We may also show rates of total return on amounts invested
at the beginning of the period with no withdrawal at the end of the
period.  Total return figures which assume no withdrawals at the end
of the period will reflect all recurring charges, but will not reflect
the surrender charge.  Quotations of average annual return for the
Managed Global subaccount take into account the period before September
3, 1996, during which it was maintained as a subaccount of Golden
American Separate Account D.  In addition, we may present historic
performance data for the investment portfolios since their inception
reduced by some or all of the fees and charges under the Contract.  Such
adjusted historic performance includes data that precedes the inception
dates of the subaccounts of Separate Account B.  This data is designed to
show the performance that would have resulted if the Contract had been in
existence before the separate account began investing in the portfolios.

Current yield for the Liquid Asset subaccount is based on income received
by a hypothetical investment over a given 7-day period, less expenses
accrued, and then "annualized" (i.e., assuming that the 7-day yield would
be received for 52 weeks). We calculate "effective yield" for the Liquid
Asset subaccount in a manner similar to that used to calculate yield, but
when annualized, the income earned by the investment is assumed to be
reinvested.  The "effective yield" will thus be slightly higher than the
"yield" because of the compounding effect of earnings.  We calculate
quotations of yield for the remaining subaccounts on all investment
income per accumulation unit earned during a given 30-day period, after
subtracting fees and expenses accrued during the period, assuming no
surrender and the selection of the 7% Enhanced Death Benefit and the
MGIB optional benefit rider.

We may compare performance information for a subaccount to: (i) the
Standard & Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue
Money Market Institutional Averages, or any other applicable market
indices, (ii) other variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services (a widely used
independent research firm which ranks mutual funds and other investment
companies), or any other rating service, and (iii) the Consumer Price
Index (measure for inflation) to determine the real rate of return of an
investment in the Contract.  Our reports and promotional literature may
also contain other information including the ranking of any subaccount
based on rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services or by similar
rating services.

Performance information reflects only the performance of a hypothetical
contract and should be considered in light of other factors, including
the investment objective of the investment portfolio and market
conditions.  Please keep in mind that past performance is not a guarantee
of future results.

                 GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a Delaware stock life insurance
company, which was originally incorporated in Minnesota on January 2,
1973.  Golden American is a wholly owned subsidiary of Equitable of Iowa
Companies, Inc. ("Equitable of Iowa").  Equitable of Iowa is a wholly
owned subsidiary of ING Groep N.V. ("ING"), a global financial services
holding company.  Golden American is authorized to sell insurance
and annuities in all states, except New York, and the District of
Columbia.  In May 1996, Golden American established a subsidiary, First
Golden American Life Insurance Company of New York, which is authorized
to sell annuities in New York and Delaware.  Golden American's
consolidated financial statements appear in this prospectus.

                                   10
Equitable of Iowa is the holding company for Golden American, Directed
Services, Inc., the investment manager of the GCG Trust and the
distributor of the Contracts, and other interests. Equitable of Iowa and
another ING affiliate own ING Investment Management, LLC, a portfolio
manager of the GCG Trust.  ING also owns Baring International
Investment Limited, another portfolio manager of the GCG Trust.

Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.

                               THE TRUSTS

The GCG Trust is a mutual fund whose shares are offered to separate
accounts funding variable annuity and variable life insurance policies
offered by Golden American and other affiliated insurance companies. The
GCG Trust may also sell its shares to separate accounts of insurance
companies not affiliated with Golden American.  Pending SEC approval,
shares of the GCG Trust may also be sold to certain qualified pension and
retirement plans.  The address of the GCG Trust is 1475 Dunwoody Drive,
West Chester, PA 19380.

The PIMCO Trust is also a mutual fund whose shares are available to
separate accounts of insurance companies, including Golden American, for
both variable annuity contracts and variable life insurance policies and
to qualified pension and retirement plans.  The address of the PIMCO
Trust is 840 Newport Center Drive, Suite 300, Newport Beach, CA  92660.

The Warburg Pincus Trust is also a mutual fund whose shares are available
to separate accounts of life insurance companies, including Golden
American and Equitable Life Insurance Company of Iowa, and to certain
qualified and retirement plans.  The address of the Warburg Pincus Trust
is 153 East 53rd Street, New York, NY 10022.

In the event that, due to differences in tax treatment or other
considerations, the interests of contract owners of various contracts
participating in the Trusts conflict, we, the Boards of Trustees of the
GCG Trust, the PIMCO Trust and the Warburg Pincus Trust, Directed
Services, Inc., Pacific Investment Management Company, Credit Suisse
Asset Management, LLC and any other insurance companies participating in
the Trusts will monitor events to identify and resolve any material
conflicts that may arise.

YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, THE PIMCO TRUST
AND THE WARBURG PINCUS TRUST IN THE ACCOMPANYING PROSPECTUS FOR EACH
TRUST.  YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING.

                   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.

                                   11
Account B is divided into subaccounts.  Each subaccount invests
exclusively in shares of one investment portfolio of the GCG Trust, the
PIMCO Trust or the Warburg Pincus Trust.  Each investment portfolio has
its own distinct investment objectives and policies.  Income, gains and
losses, realized or unrealized, of a portfolio are credited to or charged
against the corresponding subaccount of Account B without regard to any
other income, gains or losses of the Company.  Assets equal to the
reserves and other contract liabilities with respect to each are not
chargeable with liabilities arising out of any other business of the
Company.  They may, however, be subject to liabilities arising from
subaccounts whose assets we attribute to other variable annuity contracts
supported by Account B.  If the assets in Account B exceed the required
reserves and other liabilities, we may transfer the excess to our general
account.  We are obligated to pay all benefits and make all payments
provided under the Contracts.

We currently offer other variable annuity contracts that invest in
Account B but are not discussed in this prospectus.  Account B may also
invest in other investment portfolios which are not available under your
Contract.

                        THE INVESTMENT PORTFOLIOS
During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed in the section
below.  YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO
ANY INVESTMENT PORTFOLIO, AND YOU AND MAY LOSE YOUR PRINCIPAL.

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below.
You should understand that there is no guarantee that any portfolio will
meet its investment objectives.  Meeting objectives depends on various
factors, including, in certain cases, how well the portfolio managers
anticipate changing economic and market conditions.  YOU CAN FIND MORE
DETAILED INFORMATION ABOUT THE INVESTMENT PORTFOLIOS IN THE PROSPECTUSES
FOR THE GCG TRUST, THE PIMCO TRUST AND THE WARBURG PINCUS TRUST.  YOU
SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.

INVESTMENT                       INVESTMENT OBJECTIVE
PORTFOLIO

THE GCG TRUST

Liquid Asset        Seeks high level of current income consistent
                    with the preservation of capital and
                    liquidity.
                    Invests primarily in obligations of the U.S.
                    Government and its agencies and
                    instrumentalities, bank obligations,
                    commercial paper and short-term corporate debt
                    securities.  All securities will mature in
                    less than one year.
                    ----------------------------------------------------

Limited Maturity    Seeks highest current income consistent with
Bond                low risk to principal and liquidity.
                    Also seeks to enhance its total return through
                    capital appreciation when market factors, such
                    as falling interest rates and rising bond
                    prices, indicate that capital appreciation may
                    be available without significant risk to
                    principal.
                    Invests primarily in diversified limited
                    maturity debt securities with average maturity
                    dates of five years or shorter and in no cases
                    more than seven years.
                    ----------------------------------------------------

Global Fixed Income Seeks high total return.
                    Invests primarily in high-grade fixed income
                    securities, both foreign and domestic.
                    ----------------------------------------------------

                                   12
Total Return        Seeks above-average income (compared to a
                    portfolio entirely invested in equity
                    securities) consistent with the prudent
                    employment of capital.
                    Invests primarily in a combination of equity
                    and fixed income securities.
                    ----------------------------------------------------

Fully Managed       Seeks, over the long term, a high total
                    investment return consistent with the
                    preservation of capital and with prudent
                    investment risk.
                    Invests primarily in the common stocks of
                    established companies believed by the
                    portfolio manager to have above-average
                    potential for capital growth.
                    ----------------------------------------------------

Equity Income       Seeks substantial dividend income as well as
                    long-term growth of capital.
                    Invests primarily in common stocks of well-
                    established companies paying above-average
                    dividends.
                    ----------------------------------------------------

Investors           Seeks long-term growth of capital.  Current
                    income is a secondary objective.
                    Invests primarily in equity securities of U.S.
                    companies and to a lesser degree, debt
                    securities.
                    ----------------------------------------------------

Large Cap Value     Seeks long-term growth of capital and income.
                    Invests primarily in equity and equity-related
                    securities of companies with market
                    capitalization greater than $1 billion.
                    ----------------------------------------------------

Rising Dividends    Seeks capital appreciation.  A secondary
                    objective is dividend income.
                    Invests in equity securities that meet the
                    following quality criteria: regular dividend
                    increases; 35% of earnings reinvested
                    annually; and a credit rating of "A" to "AAA".
                    ----------------------------------------------------

Capital Growth      Seeks long-term total return.
                    Invests primarily in common stocks of
                    companies where the potential for change
                    (earnings acceleration) is significant.
                    ----------------------------------------------------

Growth              Seeks capital appreciation.
                    Invests primarily in common stocks of growth
                    companies that have favorable relationships
                    between price/earnings ratios and growth rates
                    in sectors offering the potential for above-
                    average returns.
                    ----------------------------------------------------

Value Equity        Seeks capital appreciation.  Dividend income
                    is a secondary objective.
                    Invests primarily in common stocks of domestic
                    and foreign issuers which meet quantitative
                    standards relating to financial soundness and
                    high intrinsic value relative to price.
                    ----------------------------------------------------

Research            Seeks long-term growth of capital and future
                    income.
                    Invests primarily in common stocks or
                    securities convertible into common stocks of
                    companies believed to have better than average
                    prospects for long-term growth.
                    ----------------------------------------------------

Managed Global      Seeks capital appreciation.  Current income is
                    only an incidental consideration.
                    Invests primarily in common stocks traded in
                    securities markets throughout the world.
                    ----------------------------------------------------

All Cap             Seeks capital appreciation through investment
                    in securities which the portfolio manager
                    believes have above-average capital
                    appreciation potential.
                    Invests primarily in equity securities of U.S.
                    companies of any size.
                    ----------------------------------------------------

Capital             Seeks long-term capital growth.
 Appreciation       Invests primarily in equity securities
                    believed by the portfolio manager to be
                    undervalued.
                    ----------------------------------------------------

Mid-Cap Growth      Seeks long-term growth of capital.
                    Invests primarily in equity securities of
                    companies with medium market capitalization
                    which the portfolio manager believes have
                    above-average growth potential.
                    ----------------------------------------------------

Strategic Equity    Seeks capital appreciation.
                    Invests primarily in common stocks of medium-
                    and small-sized companies.
                    ----------------------------------------------------

                                   13
Small Cap           Seeks long-term capital appreciation.
                    Invests primarily in equity securities of
                    companies that have a total market
                    capitalization within the range of companies
                    in the Russell 2000 Growth Index or the
                    Standard & Poor's Small-Cap 600 Index.
                    ----------------------------------------------------

Real Estate         Seeks capital appreciation.  Current income is
                    a secondary objective.
                    Invests primarily in publicly-traded real
                    estate equity securities.
                    ----------------------------------------------------

Hard Assets         Seeks long-term capital appreciation.
                    Invests primarily in hard asset securities.
                    Hard asset companies produce a commodity which
                    the portfolio manager is able to price on a
                    daily or weekly  basis.
                    ----------------------------------------------------

Developing World    Seeks capital appreciation.
                    Invests primarily in equity securities of
                    companies in developing or emerging countries.
                    ----------------------------------------------------

THE PIMCO TRUST
PIMCO High Yield    Seeks to maximize total return, consistent
 Bond               with preservation of capital and prudent
                    investment management.
                    Invests in at least 65% of its assets in a
                    diversified portfolio of junk bonds rated at
                    least B by Moody's Investor Services, Inc. or
                    Standard & Poor's or, if unrated, determined
                    by the portfolio manager to be of comparable
                    quality.
                    ----------------------------------------------------

PIMCO StocksPLUS    Seeks to achieve a total return which exceeds
Growth and Income   the total return performance of the S&P 500.
                    Invests primarily in common stocks, options,
                    futures, options on futures and swaps.
                    ----------------------------------------------------

THE WARBURG PINCUS
TRUST
                    Seeks long-term appreciation.
International       Invests primarily in a broadly diversified
 Equity             portfolio of equity securities of companies
                    that have their principal business activities
                    outside of the United States.
                    ----------------------------------------------------

                                   14
INVESTMENT MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of the GCG Trust.
The GCG Trust pays Directed Services a monthly fee for its investment
advisory and management services.  The monthly fee is based on the
average daily net assets of an investment portfolio, and in some cases,
the combined total assets of certain grouped portfolios.  Directed
Services provides or procures, at its own expense, the services necessary
for the operation of the portfolios.  Directed Services (and not the GCG
Trust) pays each portfolio manager a monthly fee for managing the assets
of a portfolio.  For a list of the portfolio managers, see the front
cover of this prospectus.  Directed Services does not bear the expense of
brokerage fees and other transactional expenses for securities, taxes (if
any) paid by a portfolio, interest on borrowing, fees and expenses of the
independent trustees, and extraordinary expenses, such as litigation or
indemnification expenses.

Pacific Investment Management Company ("PIMCO") serves as investment
advisor to the PIMCO Trust.  The PIMCO Trust pays PIMCO a monthly
advisory fee and a monthly administrative fee of 0.25% based on the
average daily net assets of each of the investment portfolios for
managing the assets of the portfolios and for administering the PIMCO
Trust.

Credit Suisse Asset Management, LLC serves as the investment advisor of
the Warburg Pincus Trust.  The Warburg Trust pays Credit Suisse Asset
Management a monthly advisory fee based on the average daily net assets
of the investment portfolio and also procures the services necessary for
the operation of its portfolios.  The Warburg Trust pays monthly
administrative fees to two co-administrators for administrative services,
one of which is an affiliate of Credit Suisse Asset Management.  The
monthly administrative fee is based on the portfolio's average daily net
assets.  Credit Suisse Asset Management does not bear any portfolio
expenses.

YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS
MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST.  YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.

                      THE FIXED INTEREST ALLOCATION
You may allocate premium payments and transfer your contract value to the
guaranteed interest periods of our Fixed Account at any time during the
accumulation period.  Every time you allocate money to the Fixed Account,
we set up a Fixed Interest Allocation for the guaranteed interest period
you select.  We currently offer guaranteed interest periods of 6 months,
1, 3, 5, 7 and 10 years, although we may not offer all these periods in
the future. You may select one or more guaranteed interest periods at any
one time.  We will credit your Fixed Interest Allocation with a
guaranteed interest rate for the interest period you select, so long as
you do not withdraw money from that Fixed Interest Allocation before the
end of the guaranteed interest period.  Each guaranteed interest period
ends on its maturity date which is the last day of the month in which the
interest period is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a
Fixed Interest Allocation more than 30 days before the end of the
guaranteed interest period, we will apply a Market Value Adjustment to
the transaction.  A Market Value Adjustment could increase or decrease
the amount you surrender, withdraw, transfer or annuitize, depending on
current interest rates at the time of the transaction.  YOU BEAR THE RISK
THAT YOU MAY RECEIVE LESS THAN YOUR PRINCIPAL IF WE APPLY A MARKET VALUE
ADJUSTMENT.

                                   15
Assets supporting amounts allocated to the Fixed Account are available to
fund the claims of all classes of our customer, contract owners and other
creditors.  Interests under your Contract relating to the Fixed Account
are registered under the Securities Act of 1933, but the Fixed Account is
not registered under the 1940 Act.

SELECTING A GUARANTEED INTEREST PERIOD
You may select one or more Fixed Interest Allocations with specified
guaranteed interest periods.  A guaranteed interest period is the period
that a rate of interest is guaranteed to be credited to your Fixed
Interest Allocation.  We may at any time decrease or increase the number
of guaranteed interest periods offered.  In addition, we may offer DCA
Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest
Allocations available exclusively in connection with our dollar cost
averaging program.  For more information on DCA Fixed Interest
Allocations, see "Transfers Among Your Investments - Dollar Cost
Averaging."

Your contract value in the Fixed Account is the sum of your Fixed
Interest Allocations and the interest credited as adjusted for any
withdrawals (including any Market Value Adjustment applied to such
withdrawal), transfers or other charges we may impose.  Your Fixed
Interest Allocation will be credited with the guaranteed interest rate in
effect for the guaranteed interest period you selected when we receive
and accept your premium or reallocation of contract value.  We will
credit interest daily at a rate which yields the quoted guaranteed
interest rate.

GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is
guaranteed as long as you do not take your money out until its maturity
date.  We do not have a specific formula for establishing the guaranteed
interest rates for the different guaranteed interest periods.  We
determine guaranteed interest rates at our sole discretion.  To find out
the current guaranteed interest rate for a guaranteed interest period you
are interested in, please contact our Customer Service Center or your
registered representative.  The determination may be influenced by the
interest rates on fixed income investments in which we may invest with
the amounts we receive under the Contracts.  We will invest these amounts
primarily in investment-grade fixed income securities (i.e., rated by
Standard & Poor's rating system to be suitable for prudent investors)
although we are not obligated to invest according to any particular
strategy, except as may be required by applicable law.  You will have no
direct or indirect interest in these investments.  We will also consider
other factors in determining the guaranteed interest rates, including
regulatory and tax requirements, sales commissions and administrative
expenses borne by us, general economic trends and competitive factors.
We cannot predict the level of future interest rates but no Fixed
Interest Allocation will ever have a guaranteed interest rate of less
than 3% per year.

We may from time to time at our discretion offer interest rate specials
for new premiums that are higher than the current base interest rate then
offered.  Renewal rates for such rate specials will be based on the base
interest rate and not on the special rates initially declared.

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to
one or more new Fixed Interest Allocations with new guaranteed interest
periods, or to any of the subaccounts of Account B. We will transfer amounts
from your Fixed Interest Allocations starting with the guaranteed interest
period nearest its maturity date until we have honored your transfer request.

                                   16
The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $100.  If a transfer request would reduce the contract
value remaining in a Fixed Interest Allocation to less than $100, we will
treat such transfer request as a request to transfer the entire contract
value in such Fixed Interest Allocation.  Transfers from a Fixed Interest
Allocation may be subject to a Market Value Adjustment.  If you have a
special Fixed Interest Allocation that was offered exclusively with our
dollar cost averaging program, cancelling dollar cost averaging will
cause a transfer of the entire contract value in such Fixed Interest
Allocation to the Liquid Asset subaccount, and such a transfer will be
subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may transfer
amounts from the applicable Fixed Interest Allocation to the subaccounts
and/or to new Fixed Interest Allocations with guaranteed interest periods
of any length we are offering at that time.  You may not, however,
transfer amounts to any Fixed Interest Allocation with a guaranteed
interest period that extends beyond the annuity start date.

At least 30 calendar days before a maturity date of any of your Fixed
Interest Allocations, or earlier if required by state law, we will send
you a notice of the guaranteed interest periods that are available.  You
must notify us which subaccounts or new guaranteed interest periods you
have selected before the maturity date of your Fixed Interest
Allocations.  If we do not receive timely instructions from you, we will
transfer the contract value in the maturing Fixed Interest Allocation to
a new Fixed Interest Allocation with a guaranteed interest period that is
the same as the expiring guaranteed interest period.  If such guaranteed
interest period is not available or would go beyond the annuity start
date, we will transfer your contract value in the maturing Fixed Interest
Allocation to the next shortest guaranteed interest period which does not
go beyond the annuity start date.  If no such guaranteed interest period
is available, we will transfer the contract value to a subaccount
specially designated by the Company for such purpose.  Currently we use
the Liquid Asset subaccount for such purpose.

Please be aware that the benefit we pay under certain optional benefit
riders will be adjusted by any transfers you make to and from the Fixed
Interest Allocations during specified periods while the rider is in
effect.  See "Optional Riders."

WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your
contract value in any Fixed Interest Allocation.  You may make systematic
withdrawals of only the interest earned during the prior month, quarter
or year, depending on the frequency chosen, from a Fixed Interest
Allocation under our systematic withdrawal option.  Systematic
withdrawals from a Fixed Interest Allocation are not permitted if such
Fixed Interest Allocation is currently participating in the dollar cost
averaging program.  A withdrawal from a Fixed Interest Allocation may be
subject to a Market Value Adjustment and, in some cases, a surrender
charge. Be aware that withdrawals may have federal income tax consequences,
including a 10% penalty tax, as well as state income tax consequences.

If you tell us the Fixed Interest Allocation from which your withdrawal
will be made, we will assess the withdrawal against that Fixed Interest
Allocation.  If you do not, we will assess your withdrawal against the
subaccounts in which you are invested, unless the withdrawal exceeds the
contract value in the subaccounts.  If there is no contract value in
those subaccounts, we will deduct your withdrawal from your Fixed
Interest Allocations starting with the guaranteed interest periods
nearest their maturity dates until we have honored your request.

Please be aware that the benefit we pay under any of the optional riders
will be reduced on a pro rata basis by any withdrawals you make from
the Fixed Interest Allocations during the period while the rider is
in effect.   See "Optional Riders."

MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect on
your contract value.  We will apply a Market Value Adjustment (i)
whenever you withdraw or transfer money from a Fixed Interest

                                   17
Allocation
(unless made within 30 days before the maturity date of the applicable
guaranteed interest period, or under the systematic withdrawal or dollar
cost averaging program) and (ii) if on the annuity start date a
guaranteed interest period for any Fixed Interest Allocation does not end
on or within 30 days of the annuity start date.

We determine the Market Value Adjustment by multiplying the amount you
withdraw, transfer or apply to an income plan by the following factor:

                    (   1+I   )N/365
                    (---------)         -1
                    (1+J+.0050)

Where,

    o   "I" is the Index Rate for a Fixed Interest Allocation on the
        first day of the guaranteed interest period;

    o   "J" is equal to the following:

        (1) If calculated for a Fixed Interest Allocation of 1 year or
            more, then "J" is the Index Rate for a new Fixed Interest
            Allocation with a guaranteed interest period equal to the
            time remaining (rounded up to the next full year except in
            Pennsylvania) in the guaranteed interest period;

        (2) If calculated for a Fixed Interest Allocation of 6 months,
            then "J" is the lesser of the Index Rate for a new Fixed
            Interest Allocation with (i) a 6 month guaranteed interest
            period, or (ii) a 1 year guaranteed interest period at
            the time of calculation; and

    o   "N" is the remaining number of days in the guaranteed interest
        period at the time of calculation.

The Index Rate is the average of the Ask Yields for U.S. Treasury Strips
as quoted by a national quoting service for a period equal to the
applicable guaranteed interest period.  The average currently is based on
the period starting from the 22nd day of the calendar month two months
prior to the month of the Index Rate determination and ending the 21st
day of the calendar month immediately before the month of determination.
We currently calculate the Index Rate  once each calendar month but have
the right to calculate it more frequently.  The Index Rate will always be
based on a period of at least 28 days.  If the Ask Yields are no longer
available, we will determine the Index Rate by using a suitable and
approved, if required, replacement method.

A Market Value Adjustment may be positive, negative or result in no
change.  In general, if interest rates are rising, you bear the risk that
any Market Value Adjustment will likely be negative and reduce your
contract value.  On the other hand, if interest rates are falling, it is
more likely that you will receive a positive Market Value Adjustment that
increases your contract value.  In the event of a full surrender,
transfer or annuitization from a Fixed Interest Allocation, we will add
or subtract any Market Value Adjustment from the amount surrendered,
transferred or annuitized.  In the event of a partial withdrawal,
transfer or annuitization, we will add or subtract any Market Value
Adjustment from the total amount withdrawn, transferred or annuitized in
order to provide the amount requested.  If a negative Market Value
Adjustment exceeds your contract value in the Fixed Interest Allocation,

                                   18
we will consider your request to be a full surrender, transfer or
annuitization of the Fixed Interest Allocation.

Several examples which illustrate how the Market Value Adjustment works
are included in Appendix B.

                          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, the PIMCO Trust and the Warburg Pincus Trust through
Account B.  It also provides a means for you to invest in a Fixed
Interest Allocation through the Fixed Account.

CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date.  Each 12-
month period following the contract date is a contract year.

ANNUITY START DATE
The annuity start date is the date you start receiving annuity payments
under your Contract.  The Contract, like all deferred variable annuity
contracts, has two phases: the accumulation phase and the income phase.
The accumulation phase is the period between the contract date and the
annuity start date.  The income phase begins when you start receiving
regular annuity payments from your Contract on the annuity start date.

CONTRACT OWNER
You are the contract owner.  You are also the annuitant unless another
annuitant is named in the application.  You have the rights and options
described in the Contract.  One or more persons may own the Contract.  If
there are multiple owners named, the age of the oldest owner will
determine the applicable death benefit if such death benefit is available
for multiple owners.

The death benefit becomes payable when you die.  In the case of a sole
contract owner who dies before the income phase begins, we will pay the
beneficiary the death benefit 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

                                   19
that owner if the other joint owner survives.  The entire
interest of the deceased joint owner in the Contract will pass to the
surviving joint owner.  The age of the older owner will determine the
applicable death benefit if Enhanced Death Benefits are available for
multiple owners.

ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments.  The annuitant's age determines when the
income phase must begin and the amount of the annuity payments to be
paid.  You are the annuitant unless you choose to name another person.
The annuitant may not be changed after the Contract is in effect.

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 adviser for more
information if you are not an individual.

BENEFICIARY
The beneficiary is named by you in a written request.  The beneficiary is
the person who receives any death benefit proceeds and who becomes the
successor contract owner if the contract owner (or the annuitant if the
contract owner is other than an individual) dies before the annuity start
date.  We pay death benefits to the primary beneficiary (unless there are
joint owners, in which case death proceeds are payable to the surviving
owner(s)).

If the beneficiary dies before the annuitant or the contract owner, the
death benefit proceeds are paid to the contingent beneficiary, if any.
If there is no surviving beneficiary, we pay the death benefit proceeds
to the contract owner's estate.

One or more persons may be a beneficiary or contingent beneficiary.  In
the case of more than one beneficiary, we will assume any death benefit
proceeds are to be paid in equal shares to the surviving beneficiaries.

You have the right to change beneficiaries during the annuitant's
lifetime unless you have designated an irrevocable beneficiary.  When an
irrevocable beneficiary has been designated, you and the irrevocable
beneficiary may have to act together to exercise some of the rights and
options under the Contract.

                                   20
CHANGE OF CONTRACT OWNER OR BENEFICIARY.  During the annuitant's
lifetime, you may transfer ownership of a non-qualified Contract.  A
change in ownership may affect the amount of the death benefit and the
guaranteed death benefit.  You may also change the beneficiary.  All
requests for changes must be in writing and submitted to our Customer
Service Center in good order.  The change will be effective as of the day
you sign the request.  The change will not affect any payment made or
action taken by us before recording the change.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract
owner are not older than age 85.

The initial premium payment must be $10,000 or more ($1,500 for qualified
Contracts).  You may make additional payments of $500 or more ($250 for
qualified Contracts) at any time after the free look period before you
turn age 85.  Under certain circumstances, we may waive the minimum
premium payment requirement.  We may also change the minimum initial or
additional premium requirements for certain group or sponsored
arrangements.  An initial or additional premium payment that would cause
the contract value of all annuities that you maintain with us to exceed
$1,000,000 requires our prior approval.

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium and credit within 2 business days
after receipt, if the application and all information necessary for
processing the Contract are complete.  Subsequent premium payments and
credits will be processed within 1 business day if all information
necessary is received.  In certain states we also accept initial and
additional premium payments by wire order.  Wire transmittals must be
accompanied by sufficient electronically transmitted data.  We may retain
your initial premium payment for up to 5 business days while attempting
to complete an incomplete application.  If the application cannot be
completed within this period, we will inform you of the reasons for the
delay.  We will also return the premium payment immediately unless you
direct us to hold the premium payment until the application is completed.
For initial premium payments,the payment will be credited at the accumulation
unit value next determined after receipt of your premium payment and the
completed application.  Once the completed application is received, we will
allocate the payment and credit to the subaccount and/or Fixed Interest
Allocation specified by you within 2 business days.  We will make inquiry to
discover any missing information related to subsequent payments.  For any
subsequent premium payments, the payment and credit will be credited at the
accumulation unit value next determined after receipt of your premium payment
and instructions.

Once we allocate your premium payment and credit to the subaccounts
selected by you, we convert the premium payment and credit into
accumulation units.  We divide the amount of the premium payment and
credit allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to determine the number of
accumulation units of the subaccount to be held in Account B with respect
to your Contract.  The net investment results of each subaccount vary
with its investment performance.

If your premium payment was transmitted by wire order from your broker-
dealer, we will follow one of the following two procedures after we
receive and accept the wire order and investment instructions.  The
procedure we follow depends on state availability and the procedures of
your broker-dealer.

     (1)  If either your state or broker-dealer do not permit us to issue
          a Contract without an application, we reserve the right to
          rescind the Contract if we do not receive and accept a properly
          completed application or enrollment form within 5 days of the
          premium payment.  If we do not receive the application or form
          within 5 days of the premium payment, we will refund

                                   21
the contract value plus any charges we deducted, and the Contract
          will be voided.  Some states require that we return the premium
          paid, in which case we will comply.

     (2)  If your state and broker-dealer allow us to issue a Contract
          without an application, we will issue and mail the Contract to
          you, together with an Application Acknowledgement Statement for
          your execution.  Until our Customer Service Center receives the
          executed Application Acknowledgement Statement, neither you nor
          the broker-dealer may execute any financial transactions on
          your Contract unless they are requested in writing by you.
          We may require additional information before complying with your
          request (e.g., signature guarantee).

In some states, we may require that an initial premium designated for a
subaccount of Account B or the Fixed Account be allocated with the added
credit to a subaccount specially designated by the Company (currently,
the Liquid Asset subaccount) during the free look period.  After the free
look period, we will convert your contract value (your initial premium
and credit plus any earnings less any expenses) into accumulation units
of the subaccounts you previously selected.  The accumulation units will
be allocated based on the accumulation unit value next computed for each
subaccount.  Initial premiums designated for Fixed Interest Allocations
will be allocated with the added credit to a Fixed Interest Allocation
with the guaranteed interest period you have chosen; however, in the
future we may allocate the premiums and credits to the specially
designated subaccount during the free look period.

ADDITIONAL CREDIT TO PREMIUM
A credit will be added to your contract value based on each premium
payment.  The credit will be added proportionally to each subaccount and
Fixed Interest Allocation as the premium payment is allocated.  The
credit is a minimum of 4% of the premium payment.  We may increase the
credit at our discretion.  If we increase the credit we may reduce it
also at our discretion, but we will not reduce it below the minimum
credit of 4%, and we will give at least 30 days notice of any planned
reduction.

The credit constitutes earnings (and not premiums paid by you) for
federal tax purposes.

In any of the following circumstances, we deduct a credit from the amount
we pay to you or your beneficiary:

     (1)  If you return your Contract within the free look period, we
          will deduct the credit from the refund amount;

     (2)  If a death benefit of contract value becomes payable, we will
          deduct any credits added to your contract within 1 year prior
         to death; and

     (3)  If we waive any surrender charge, we will deduct any credit
          added to your contract value within 1 year.

If we deduct a credit from any amount we pay to you, we will deduct
the full dollar amount of the credit.  You will retain any gains, and
you will also bear any losses, that are attributable to the credit we
deduct.

Once we have waived any surrender charge, we will not add any additional
credit to any additional premium you pay on or after the date of any such
waiver.

                                   22
CONTRACT VALUE
We determine your contract value on a daily basis beginning on the
contract date.  Your contract value is the sum of (a) the contract value
in the Fixed Interest Allocations, and (b) the contract value in each
subaccount in which you are invested.

  CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS.  The contract value in
your Fixed Interest Allocation is the sum of premium payments and credits
allocated to the Fixed Interest Allocation under the Contract, plus
contract value transferred to the Fixed Interest Allocation, plus
credited interest, minus any transfers and withdrawals from the Fixed
Interest Allocation (including any Market Value Adjustment applied to
such withdrawal), contract fees (including, in some cases, fees for
optional benefit riders, and premium taxes.

  CONTRACT VALUE IN THE SUBACCOUNTS.  On the contract date, the contract
value in the subaccount in which you are invested is equal to the initial
premium paid and added credit that was designated to be allocated to the
subaccount. On the contract date, we allocate your contract value to each
subaccount and/or a Fixed Interest Allocation specified by you, unless
the Contract is issued in a state that requires the return of premium
payments during the free look period, in which case, the portion of your
initial premium and added credit not allocated to a Fixed Interest
Allocation may be allocated to a subaccount specially designated by the
Company during the free look period for this purpose (currently, the
Liquid Asset subaccount).

On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:

     (1)  We take the contract value in the subaccount at the end of the
          preceding business day.

     (2)  We multiply (1) by the subaccount's Net Investment Factor since
          the preceding business day.

     (3)  We add (1) and (2).

     (4)  We add to (3) any additional premium payments and credits, and
          then add or subtract any transfers to or from that subaccount.

     (5)  We subtract from (4) any withdrawals and any related charges,
          and then subtract any contract fees (including any rider charges)
          and premium taxes.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract.  The cash surrender value will fluctuate daily based on the
investment results of the subaccounts in which you are invested and
interest credited to Fixed Interest Allocations and any Market Value
Adjustment.  We do not guarantee any minimum cash surrender value.  On
any date during the accumulation phase, we calculate the cash surrender
value as follows: we start with your contract value, then we adjust for
any Market Value Adjustment, and then we deduct any surrender charge,
any charge for premium taxes, the annual contract administrative fee
(unless waived), and any optional benefit rider charge and any other
charges incurred but not yet deducted.

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

                                   23
Customer Service Center.  We will determine and pay the cash surrender
value at the price next determined after receipt of all paperwork required
in order for us to process your surrender.  Once paid, all benefits under
the Contract will be terminated.  For administrative purposes, we will
transfer your money to a specially designated subaccount (currently the
Liquid Asset subaccount) prior to processing the surrender.  This
transfer will have no effect on your cash surrender value.  You may
receive the cash surrender value in a single sum payment or apply it
under one or more annuity options.  We will usually pay the cash
surrender value within 7 days.

Consult your tax adviser regarding the tax consequences associated with
surrendering your Contract.  A surrender made before you reach age 59  1/2
may result in a 10% tax penalty.  See "Federal Tax Considerations" for
more details.

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract.
These subaccounts will invest in investment portfolios we find suitable
for your Contract.

We may amend the Contract to conform to applicable laws or governmental
regulations.  If we feel that investment in any of the investment
portfolios has become inappropriate to the purposes of the Contract, we
may, with approval of the SEC (and any other regulatory agency, if
required) substitute another portfolio for existing and future
investments. If you electd the dollar cost averaging, systematic
withdrawals, or automatic rebalancing programs or if you have other
outstanding instructions, and we substitute a portfolio subject to
those instructions, we will execute your instructions using the
substituted portfolio, unless you request otherwise.

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.

OPTIONAL RIDERS
Subject to state availability, you may elect one of three optional
benefit riders discussed below.  You may not add more than one of these
three riders to your Contract.  There are separate charges for each
rider.  Once elected, the riders generally may not be cancelled.  This
means once you add the rider, you may not remove it and charges will be
assessed regardless of the performance of your Contract.  Please see
"Charges and Fees - Optional Rider Charges" for information on rider
charges.

THE OPTIONAL RIDERS MAY NOT BE AVAILABLE FOR ALL INVESTORS.  THEY SHOULD BE
ANALYZED THOROUGHLY AND UNDERSTOOD COMPLETELY BEFORE BEING ELECTED.  THE
OPTIONAL RIDERS DO NOT GUARANTEE ANY RETURN OF PRINCIPAL OR PREMIUM
PAYMENTS AND DO NOT GUARANTEE PERFORMANCE OF ANY SPECIFIC INVESTMENT
PORTFOLIO UNDER THE CONTRACT.  YOU SHOULD CONSULT A QUALIFIED FINANCIAL
ADVISER IN EVALUATING THE RIDERS.

THE OPTIONAL RIDERS MAY NOT BE APPROVED IN ALL STATES.  CHECK WITH OUR
CUSTOMER SERVICE CENTER FOR AVAILABILITY IN YOUR STATE.  THE TELEPHONE
NUMBER IS (800)366-0066.

                                   24
RIDER DATE
We use the term rider date in the discussion of the optional benefit
riders below.  The rider date is the date an optional benefit rider
becomes effective.  The rider date is also the contract date if the rider
was purchased at the time the Contract is issued.

SPECIAL FUNDS
We use the term Special Funds in the discussion of the Minimum Guaranteed
Accumulation Benefit rider (with the 20-year waiting period) and the
Minimum Guaranteed Income Benefit rider.  The Special Funds refer to the
Liquid Asset subaccount, Limited Maturity Bond subaccount and the Fixed
Interest Allocations.  The Company may designate new and/or existing
subaccounts as a Special Fund with 30 days notice at any time, including
during the life of a rider.

NO CANCELLATION
Once you purchase a rider, the rider may not be cancelled, unless you cancel
the Contract during the Contract's free look period, surrender, annuitize or
otherwise terminate the Contract which automatically cancels any attached
rider.  Once the Contract continues beyond the free look period, you may not
at any time cancel the rider, except with respect to a one-time right to
cancel the twenty-year option of the Minimum Guaranteed Accumulation
Benefit rider under specified conditions.  The Company may, at its
discretion, cancel and/or replace a rider at your request in order to renew
or reset a rider.

TERMINATION
The optional riders are "living benefits."   This that means the guaranteed
benefits offered by the riders are intended to be available to you while
you are living and while your Contract is in the accumulation phase.  The
optional riders automatically terminate (and all benefits under the rider
will cease) if you annuitize, surrender or otherwise terminate your
Contract or die (first owner to die if there are multiple contract
owners, or at death of annuitant if contract owner is not a natural
person), unless your spouse beneficiary elects to continue the Contract,
during the accumulation phase.  The optional rider will also terminate if
there is a change in contract ownership (other than a spousal beneficiary
continuation on your death).  Other circumstances which may cause a
particular optional rider to terminate automatically are discussed below
with the applicable rider.

MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB) RIDER
The MGAB rider is an optional benefit which provides you with an MGAB
benefit intended to guarantee a minimum contract value at the end of a
specified waiting period.  The MGAB is a one-time adjustment to your
contract value in the event your contract value on the MGAB Benefit
Date is less than the MGAB Base.  The MGAB rider may offer you
protection in the event your contract value loses value during the
MGAB waiting period.  For discussion of the charges we deduct under
the MGAB rider, see "Optional Rider Charges."

The MGAB rider offers a ten-year option and a twenty-year option, of
which you may purchase only one.  The ten-year option has a waiting
period of ten years and guarantees that your contract value at the end of
ten years will at least equal your initial premium payment plus credits,
reduced pro rata for withdrawals. Transfers made within 3 years prior to
the MGAB Benefit Date will also reduce the benefit pro rata.  The
twenty-year option has a waiting period of twenty years and guarantees
that your contract value at the end of twenty years will at least equal
two times your initial premium payment plus credits, reduced pro rata
for withdrawals, and reduced for transfers made within 3 years
prior to the MGAB Benefit Date. On the MGAB Benefit Date, which is the next
business day after the applicable waiting period, we calculate your Minimum
Guaranteed Accumulation Benefit.

                                   25
CALCULATING THE MGAB.  We calculate your MGAB as follows:

     1.   WE FIRST DETERMINE YOUR MGAB BASE.  The MGAB Base is only a
calculation used to determine the MGAB.  The MGAB Base does not represent
a contract value, nor does it guarantee performance of the subaccounts
in which you are invested.  It is also not used in determining the
amount of your annuity income, cash surrender value and death benefits.

       If you purchased the MGAB rider on the contract date, and

       (i)  elected the ten-year option, your MGAB Base is equal to
            your initial premium and credit, plus any additional
            premium and credit added to your Contract during the 2-year
            period after your rider date, reduced pro rata for any
            withdrawals and reduced for any transfers made
            within the last 3 years; or

       (ii) elected the twenty-year option, except for the Special
            Funds which require special calculations, your MGAB Base is
            equal to your initial premium and credit, plus any additional
            premium and credit added to your Contract during the 2-year
            period after your contract date, accumulated at the MGAB
            Base Rate, reduced pro rata for any withdrawals and reduced
            for any transfers made within the last 3 years. The MGAB Base
            Rate for allocations other than allocations to the Special Funds
            is the annual effective rate of 3.5265%. Accumulation of eligible
            additional premiums starts on the date the premium was received.

       ONLY PREMIUMS AND CREDITS ADDED TO YOUR CONTRACT DURING THE 2-YEAR
       PERIOD AFTER YOUR RIDER DATE ARE INCLUDED IN THE MGAB BASE.
       ANY ADDITIONAL PREMIUM PAYMENTS YOU ADDED TO YOUR CONTRACT AFTER
       THE SECOND RIDER ANNIVERSARY ARE NOT INCLUDED IN THE MGAB BASE.
       Thus, the MGAB rider may not be appropriate for you if you plan
       to add substantial premium payments after your second rider
       anniversary.

       If you purchased the MGAB rider after the contract date, your
       MGAB Base is equal to your contract value on the rider date, plus
       premiums and credits added during the 2-year period after your
       rider date.  Withdrawals taken while the MGAB rider is in effect,
       as well as transfers made within 3 years prior to the MGAB
       Benefit Date, will reduce the value of your MGAB Base
       pro rata.  This means that the MGAB Base (and the MGAB
       Charge Base) will be reduced by the same percent as the
       percent of contract value that was withdrawn (or transferred).
       We will look to your contract value immediately before the
       withdrawal or transfer when we determine this percent.

       For any Special Fund under the twenty-year option, if the actual
       interest credited to and/or the investment earnings of the
       contract value allocated to the Special Fund over the calculation
       period is less than the amount calculated under the formula
       above, that lesser amount becomes the increase in your MGAB Base
       for the Special Fund for that period.  THE MGAB BASE RATE FOR EACH
       SPECIAL FUND MAY BE POSITIVE OR NEGATIVE.  Thus, investing in the
       Special Funds may limit the MGAB benefit.

       Under the 20-year option, adding the rider after the contract date,
       payment of premiums after the rider date, and/or investments in the
       Special Funds may prevent the MGAB Base from doubling over the waiting
       period.

          2.   WE THEN SUBTRACT YOUR CONTRACT VALUE ON THE MGAB BENEFIT
            DATE FROM YOUR MGAB BASE.  The contract value that we subtract
            includes both the contract value in the subaccounts in which
            you are invested and the contract value in your Fixed Interest
            Allocations, if any.

          3.   ANY POSITIVE DIFFERENCE IS YOUR MGAB. If there is a MGAB, we
            will automatically credit it on the MGAB Benefit Date to the
            subaccounts in which you are invested pro rata based on
            the proportion your

                                   26
contract value in the subaccounts, unless you have previously
            given us other allocation instructions. If you do not have an
            investment in any subaccount on the MGAB Benefit Date, we will
            allocate the MGAB to the Liquid Asset subaccount on your behalf.
            After the crediting of the MGAB, the amount of your annuity
            income, cash surrender value and death benefits will reflect the
            crediting of the MGAB to your contract value to the extent the
            contract value is used to determine such value.

  WITHDRAWALS AND TRANSFERS.  We will reduce your MGAB Base and the MGAB
Charge Base pro rata to the percentage of contract value of any withdrawals
you make after the rider date but prior to the MGAB Benefit Date. Any transfers
you make within three years prior to the MGAB Benefit Date will reduce the MGAB
Base and the MGAB Charge Base pro rata to the percentage of contract value
transferred.  Transfers you make before this date will have no immediate impact
on the MGAB Base.  Any transfers to and from the subaccounts and Special Funds
in which you are invested will cause your MGAB Base to be reallocated pro rata
based on the percentage of contract value.  Transfers to one or more Special
Funds could reduce your MGAB benefit.

  PURCHASE.  To purchase the MGAB rider, you must be age 80 or younger on
the rider date if you choose the ten-year option and age 65 or younger on
the rider date if you choose the twenty-year option.  The waiting period
must end at or before your annuity start date.  The MGAB rider may be
purchased (i) on the contract date, and (ii) within 30 days following the
contract date.  For contracts issued more than 30 days before the date
this rider first became available in your state, the Company may in its
discretion allow purchase of this rider during the 30-day period
preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later.

  THE MGAB BENEFIT DATE.  If you purchased the MGAB rider on the contract
date or added the MGAB rider within 30 days following the contract date,
the MGAB Benefit Date is your 10th contract anniversary for the ten-year
option or 20th contract anniversary for the twenty-year option.  If you
added the MGAB rider during the 30-day period preceding your first
contract anniversary after the date of this prospectus, your MGAB Benefit
Date will be the first contract anniversary occurring after 10 years (for
the ten-year option) or 20 years (for the twenty-year option) after the
rider date.  The MGAB rider is not available if the MGAB Benefit Date
would fall beyond the latest annuity start date.

  CANCELLATION.  If you elected the twenty-year option, you have a one-
time right to cancel the MGAB rider on your first contract anniversary
that is at least 10 years after the rider date.   If you purchase the MGAB
rider during the 30-day period following the contract date, your one-time
right to cancel the rider occurs on the tenth anniversary of your contract
date. To cancel, you need to send written notice to our Customer Service
Center at least 30 days before such anniversary date.  If the MGAB rider
is terminated before the MGAB Benefit Date, you will not be credited with
the MGAB and we will assess the pro rata portion of the MGIB rider charge
for the current quarter.

  NOTIFICATION.  Any crediting of the MGAB will be reported in your first
quarterly statement following the MGAB Benefit Date.

MINIMUM GUARANTEED INCOME BENEFIT (MGIB) RIDER.
The MGIB rider is an optional benefit which guarantees that a minimum amount
of annuity income will be available to you if you annuitize on the MGIB Benefit
Date, regardless of fluctuating market conditions.  The amount of the Minimum
Guaranteed Income Benefit will depend on the amount of premiums you pay during
the five contract years after you purchase the rider, the credit(s) we add, the
amount of contract value you allocate or transfer to the Special Funds, the
MGIB Rate (7% for all portfolios except the Special Funds), the adjustments for
Special Fund Transfers, and the dollar amount of any withdrawals you take while
the rider is in effect.  For a discussion of the charges we deduct under the
MGIB rider, see "Optional Rider Charges."  Ordinarily, the amount of income
that will be available to you on the annuity start date is based on your
contract value, the annuity option you selected and the guaranteed or income
factors in effect on the date you annuitize.  If you purchase the MGIB rider,
the minimum amount of income that will be available to you upon annuitization
on the MGIB Benefit Date is the greatest of:

                                   27
(i)  your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the guaranteed income factors
            specified in your Contract for the annuity option you
            selected;

       (ii) your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the then current income
            factors in effect for the annuity option you selected;
            and

       (iii)the MGIB annuity income based on your MGIB Base on the MGIB
            Benefit Date applied to the MGIB income factors specified in
            your rider for the MGIB annuity option you selected.  Prior
            to applying the MGIB income factors, we will adjust the MGIB
            Base for any surrender charges, premium tax recovery and
            Market Value Adjustments that would otherwise apply at
            annutization.

Prior to your latest annuity start date, you may choose to exercise your right
to receive payments under the MGIB rider on the MGIB Benefit Date.  Payments
under the rider begin on the MGIB Benefit Date.  We require a 10-year
waiting period before you can annuitize under the MGIB rider benefit.
The MGIB must be exercised in the 30-day period prior to the end of the
waiting period or any subsequent contract anniversary.  At your request, the
Company may in its discretion extend the latest contract annuity start date
without extending the MGIB Benefit Date.

  DETERMINING THE MGIB ANNUITY INCOME.  On the MGIB Benefit Date, we
calculate your MGIB annuity income as follows:

    1.  WE FIRST DETERMINE YOUR MGIB BASE.  The MGIB Base is only a
calculation used to determine the MGIB.  The MGIB Base does not represent a
contract value, nor does it guarantee performance of the subaccounts in which
you are invested.  It is also not used in determining the amount of your cash
surrender value and death benefits.  Any reset of contract value under
provisions of the Contract or other riders will not increase the MGIB Base
or MGIB Base Maximum.

            (i)  If you purchased the MGIB rider on the contract date, except
                 for the Special Funds which require special calculations,
                 the MGIB Base is equal to your initial premium and credits,
                 plus any additional premiums and credits added to your
                 Contract during the 5-year period after your contract date,
                 accumulated at the MGIB Base Rate (7% for all portfolios
                 except the Special Funds), reduced pro rata by all withdrawals
                 taken while the MGIB rider is in effect. Premiums and credits
                 paid after the 5th contract anniversary are excluded from the
                 MGIB Base.

            (ii) If you purchased the MGIB rider after the contract date,
                 except for the Special Funds which require special
                 calculations, your MGIB Base is equal to your contract value
                 on the rider date plus any additional premiums and credits
                 added to your Contract during the 5-year periods after your
                 rider date, accumulated at the MGIB Base Rate (7% for all
                 portfolios except the Special Funds), reduced  pro rata by all
                 withdrawals taken while the MGIB rider is in effect. Such
                 additional premium payments and credits added more than 5 years
                 before the earliest MGIB Benefit Date are included in the MGIB
                 Base. Premiums and credits paid after the 5th rider
                 anniversary are excluded from the MGIB Base.

            (iii)For any Special Fund, if the actual earnings and/or the
                 interest credited to the contract value allocated to the
                 Special Fund over the calculation period is less than
                 the amount determined under the formula above, that
                 lesser amount becomes the change in your MGIB Base
                 for the Special Fund.  THE MGIB RATE FOR EACH SPECIAL
                 FUND MAY BE POSITIVE OR NEGATIVE.  Thus, investing in
                 the Special Funds may significantly limit the MGIB benefit.

                                   28
Of course, regardless of when purchased or how you invest,
            withdrawals will reduce the value of your MGIB
            Base pro rata to the percentage of the contract value of the
            withdrawn.

            We offer a 7% MGIB Base Rate, except for the Special Funds.
            The Company may at its discretion discontinue offering
            this rate.  The MGIB Base Rate is an annual effective rate.

            The MGIB Base is subject to the MGIB Base Maximum.  The MGIB
            Base Maximum is the amount calculated above until the
            earlier of: (i) the date the oldest contract owner reaches
            age 80, or (ii) the date the MGIB Base reaches two times the
            MGIB Eligible Premiums and credits, adjusted for any
            withdrawals.  MGIB Eligible Premiums is the total of
            premiums paid during the first 5 years after the rider date.

    2. THEN WE DETERMINE THE MGIB ANNUITY INCOME BY MULTIPLYING YOUR MGIB BASE
(ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, SURRENDER CHARGE AND PREMIUM TAXES)
BY THE INCOME FACTOR, AND THEN DIVIDE BY $1000.

Two MGIB Income Options are available under the MGIB Rider:

   (i)   Income for Life (Single Life or Joint with 100% Survivor) and
         10-30 Year Certain;
   (ii)  Income for a 20-30 Year Period Certain; or
   (iii) Any other income plan offered by the Company in connection with
         the MGIB rider on the MGIB Benefit Date.

 On the MGIB Benefit Date, we would apply the MGIB Base using the Table of
Income Factors specified in the MGIB rider for the Income Option you selected.
The guaranteed factors contained in the MGIB rider generally provide lower
payout
per $1,000 of value applied than the guaranteed factors found in your Contract.

  Then we compare the MGIB annuity income under the rider guarantee for the
option selected with the annuity income under your Contract guarantee for the
same option.  The greater mount of income will be available to you on the MGIB
Benefit Date.

  WITHDRAWALS AND TRANSFERS.  We will reduce the MGIB Base and the MGIB
Base Maximum pro rata by the percentage of contract value of any
withdrawals you make. Any transfers to and from the subaccounts and
Special Funds in which you are invested will cause your MGIB Base to be
reallocated pro rata based on the percentage of contract value you
transfer.  This could reduce the MGIB benefit.

  PURCHASE.  To purchase the MGIB rider, you must be age 79 or younger on
the rider date and the ten-year waiting period must end at or prior to
the latest annuity start date.  The MGIB rider must be purchased (i) on
the contract date, or (ii) within thirty days after the contract date.
For contracts issued more than 30 days before the date this rider first
became available in your state, the Company may in its discretion allow
purchase of this rider during the 30-day period preceding the first
contract anniversary after the date of this prospectus, or the date of
state approval, whichever is later. There is a ten year waiting period
before you can annuitize under the MGIB rider.

   THE MGIB BENEFIT DATE.  If you purchased the MGIB rider on the contract
date or added the MGIB rider within 30 days following the contract date, the
MGIB Benefit Date is the contract anniversary on or after the tenth contract
anniversary when you decide to exercise your right to annuitize under the
MGIB Rider.  If you added the MGIB rider during the 30-day period preceding
your first contract anniversary after the date of this prospectus, your MGIB
Benefit Date is any contract anniversary on or after the tenth contract
anniversary from the rider date when you decide to exercise your right to
annuitize under the MGIB Rider.

  NO CHANGE OF ANNUITANT.  Once the MGIB rider is purchased, the annuitant
may not be changed except for the following exception.  If an annuitant who
is not a contract owner dies prior to annuitization, a new annuitant may
be named in accordance with the provisions of your Contract.  The MGIB
Base is unaffected and continues to accumulate.

  NOTIFICATION.  On or about 30 days prior to the MGIB Benefit Date,
we will provide you with notification which will include an estimate
of the amount of MGIB annuity benefit available if you choose to exercise.
The actual amount of the MGIB annuity benefit will be determined as of
the MGIB Benefit Date.

THE MGIB RIDER DOES NOT RESTRICT OR LIMIT YOUR RIGHT TO ANNUITIZE THE
CONTRACT AT ANY TIME PERMITTED THE CONTRACT. THE MGIB RIDER DOES NOT
RESTRICT YOUR RIGHT TO ANNUITIZE THE CONTRACT USING CONTRACT VALUES
THAT MAY BE HIGHER THAN THE MGIB ANNUITY BENEFIT.

THE BENEFITS ASSOCIATED WITH THE MGIB RIDER ARE AVAILABLE ONLY IF YOU
ANNUITIZE YOUR CONTRACT UNDER THE RIDER AND IN ACCORDANCE WITH THE
PROVISIONS SET FORTH ABOVE. ANNUITIZING USING THE MGIB MAY RESULT
IN THE MORE FAVORABLE STREAM OF INCOME PAYMENTS UNDER YOUR CONTRACT.
BECAUSE THE MGIB RIDER IS BASED ON CONSERVATIVE ACTUARIAL FACTORS,
THE LEVEL OF LIFETIME INCOME THAT IT GUARANTEES MAY BE LESS THAN THE
LEVEL THAT MIGHT BE PROVIDED BY THE APPLICATION OF YOUR CONTRACT
VALUE TO THE CONTRACT'S APPLICABLE ANNUITY FACTORS. YOU SHOULD CONSIDER
ALL OF YOUR OPTIONS AT THE TIME YOU BEGIN THE
INCOME PHASE OF YOUR CONTRACT.

                                   29
MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB) RIDER
The MGWB rider is an optional benefit which guarantees that if your
contract value is reduced to zero you will receive periodic payments,
equal to all premium payments and credits paid during the first two
contract years (Eligible Payment Amount) adjusted for any prior withdrawals.
To maintain this guarantee, withdrawals in any contract year may not
exceed 7% of your Eligible Payment Amount.  If your contract value is
reduced to zero, your original periodic payments will be 7% of your
Eligible Payment Amount every year.  Payments continue until your MGWB
Withdrawal Account is reduced to zero.  For a discussion of the charges
we deduct under the MGWB rider, see "Optional Rider Charges." Each payment
you receive under the MGWB rider will be taxed as a withdrawal and may be
subject to a penalty tax.  See "Withdrawals" and "Federal Tax Consideration"
for more information. Your original Eligible Payment Amount depends on
when you purchase the MGWB rider and is:

       (i)  if you purchased the MGWB rider on the contract date, your
            premium payments and credits received during the first two
            contract years; or
       (ii) if you purchased the MGWB rider after the contract date,
            your contract value on the rider date, including any
            premiums and credits received that day, and any subsequent
            premium payments and credits received during the two-year
            period commencing on the rider date.

THE MGWB WITHDRAWAL ACCOUNT. The MGWB Withdrawal Account is only a
calculation which represents the remaining amount available for periodic
payments under the MGWB rider.  It does not represent a contract value,
nor does it guarantee performance of the subaccounts in which you are invested.
It will not affect your annuitization, surrender and death benefits.  The MGWB
Withdrawal Account is equal to the Eligible Payment Amount adjusted for any
withdrawals.  Withdrawals of up to 7% per year of the Eligible Payment Amount
will reduce the value of your MGWB Withdrawal Account by the dollar amount of
the withdrawal.  Any withdrawals greater than 7% per year of the Eligible
Payment Amount will cause a reduction in both the MGWB Withdrawal Account,
and the Eligible Payment Amount by the proportion that the withdrawal bears
to the contract value at the time of the withdrawal.  The MGWB Withdrawal
Account is also reduced by the amount of any periodic payments paid under
the MGWB rider once your contract value is zero.

     GUARANTEED WITHDRAWAL STATUS.  You may continue to make withdrawals in
any amount permitted under your Contract so long as your contract value
is greater than zero.  See "Withdrawals."  However, making any withdrawals
in any year greater than 7% per year of the Eligible Payment Amount will reduce
the Eligible Payment Amount for future withdrawals and payments under the
MGWB rider by the proportion that the withdrawal bears to the contract value at
the time of the withdrawal.  The MGWB rider will remain in force, and you may
continue to make withdrawals each year so long as:

       (i)   your contract value is greater than zero;
       (ii)  your MGWB Withdrawal Account is greater than zero;
       (iii) your latest allowable annuity start date has not been
             reached;
       (iv)  you have not elected to annuitize your Contract; and
       (v)   you have not died (unless your spouse has elected to
             continue the contract), changed the ownership of the
             Contract or surrendered the Contract.

The standard Contract provision limiting withdrawals to no more than 90%
of the cash surrender value is not applicable under the MGWB rider.

  WITHDRAWAL ADJUSTMENTS.  We will reduce the MGWB Withdrawal Account by
the dollar amount of any withdrawal taken up to 7% per year of the Eligible
Payment Amount.  Any withdrawal taken in excess of 7% per year of the Eligible
Payment Amount will reduce both the MGWB Withdrawal Account and the Eligible
Payment Amount, pro rata in proportion to the percentage of contract
value withdrawn.  If a withdrawal reduces the MGWB Withdrawal

                                   30
Account to zero, the MGWB rider terminates and no further benefits are
payable under the rider.

  AUTOMATIC PERIODIC BENEFIT STATUS.  Under the MGWB rider, in the event
your contract value is reduced to zero your Contract is given what we refer
to as Automatic Periodic Benefit Status, if:

       (i)   your MGWB Withdrawal Account is greater than zero;
       (ii)  your latest allowable annuity start date has not been
             reached;
       (iii) you have not elected to annuitize your Contract; and
       (iv)  you have not died, changed the ownership of the Contract or
             surrendered the Contract.

  Once your Contract is given Automatic Periodic Benefit Status, we will
pay you the annual MGWB periodic payments, beginning on the next contract
anniversary, equal to the lesser of the remaining MGWB Withdrawal Account
or 7% annually of your Eligible Payment Amount until the earliest of (i) your
contracts latest annuity start date, (ii) the death of the owner;
or (iii) until your MGWB Withdrawal Account is exhausted.  We will reduce
the MGWB Withdrawal Account by the amount of each payment.  Once your
Contract is given Automatic Periodic Benefit Status, (that is, your contract
value is zero) we will not accept any additional premium payments in your
Contract, and the Contract will not provide any benefits except those provided
by the MGWB rider.  Any other rider terminates.  Your Contract will remain in
Automatic Periodic Benefit Status until the earliest of (i) payment of all MGWB
periodic payments (ii) payment of the Commuted Value (defined below) or (iii)
the owner's death has occurred.

On the contract's latest annuity start date, in lieu of making the
remaining MGWB periodic payments, we will pay you the Commuted
Value of your MGWB periodic payments remaining.  We may, at our option,
extend your annuity start date in order to continue the MGWB periodic
payments. The Commuted Value is the present value of any then remaining
MGWB periodic payments at the current interest rate plus 0.50%.  The current
interest rate will be determined by the average of the Ask Yields for
U.S. Treasury Strips as quoted by a national quoting service for period(s)
applicable to the remaining payments.    Once the last MGWB periodic
payment is made or we pay you the Commuted Value, your Contract and
the MGWB rider terminate.

  DEATH BENEFIT DURING AUTOMATIC PERIODIC BENEFIT STATUS.  If you have
never withdrawn more than 7% per year of the Eligible Payment Amount and
you elected the 7% Solution Enhanced Death Benefit in your Contract, the
death benefit otherwise payable under the terms of your Contract will
remain in force during any Automatic Periodic Benefit Status.  In determining
the amount of the death benefit during the Automatic Periodic Benefit Status
we deem your contract value to be zero and treat the MGWB periodic payments as
withdrawals.  In all other cases, the death benefit payable during Automatic
Periodic Benefit Status is your MGWB Withdrawal Account which equals the sum of
the remaining MGWB periodic payments.

                                   31
PURCHASE.  To purchase the MGWB rider, your must be age 80 or younger
on the rider date.  The MGWB rider must be purchased (i) on the contract
date, or (ii) within 30 days after the contract date.  For contracts issued
more than 30 days before the date this rider first became available in your
state, the Company may in its discretion allow purchase of this rider during
the 30-day period preceding the first contract anniversary after the date of
this prospectus, or the date of state approval, whichever is later.

OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the same
portfolios of the Trusts.  These contracts have different charges that
could effect their performance, and may offer different benefits more
suitable to your needs.  To obtain more information about these other
contracts, contact our Customer Service Center or your registered
representative.

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit
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.  The Free Withdrawal Amount in
any Contract year is 10% of your contract value on the date of the
withdrawal less any withdrawals during that contract year.

You need to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn,
otherwise the withdrawal will be made on a pro rata basis from all of the
subaccounts in which you are invested.  If there is not enough contract
value in the subaccounts, we will deduct the balance of the withdrawal
from your Fixed Interest Allocations starting with the guaranteed
interest periods nearest their maturity dates until we have honored your
request.  We will apply a Market Value Adjustment to any withdrawal from
your Fixed Interest Allocation taken more than 30 days before its
maturity date.  We will determine the contract value as of the close of
business on the day we receive your withdrawal request at our Customer
Service Center.  The contract value may be more or less than the premium
payments made.

For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Liquid Asset subaccount) prior to
processing the withdrawal.  This transfer will not effect the withdrawal
amount you receive.  Please be aware that the benefit we pay under
certain optional benefit riders will be reduced by any withdrawals you
take while the rider is in effect.  See "Optional Riders."

Please be aware that the benefit we pay under certain optional benefit
riders will be reduced by any withdrawals you take while the rider is
in effect.  See "Optional Riders."

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals.  Each
withdrawal must be a minimum of $100.  We will apply a Market Value
Adjustment to any regular withdrawal from a Fixed Interest Allocation
that is taken more than 30 days before its maturity date.

                                   32
SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawal payments (1)
from the contract value in the subaccounts in which you are invested, or
(2) from the interest earned in your Fixed Interest Allocations.
Systematic withdrawals may be taken monthly, quarterly or annually.  You
decide when you would like systematic payments to start as long as it is
at least 28 days after your contract date.  You also select the date on
which the systematic withdrawals will be made, but this date cannot be
later than the 28th day of the month.  If you have elected to receive
systematic withdrawals but have not chosen a date, we will make the
withdrawals on the same calendar day of each month as your contract date.
If your contract date is after the 28th day of the month, your systematic
withdrawal will be made on the 28th day of each month.

Each systematic withdrawal amount must be a minimum of $100.  The amount
of your systematic withdrawal can either be (1) a fixed dollar amount, or
(2) an amount based on a percentage of your contract value.  Both forms
of systematic withdrawals are subject to the following maximum, which is
calculated on each withdrawal date:
                                   MAXIMUM PERCENTAGE
                    FREQUENCY      OF CONTRACT VALUE
                    Monthly              0.833%
                    Quarterly            2.50%
                    Annually            10.00%

If your systematic withdrawal is a fixed dollar amount and the amount to
be withdrawn would exceed the applicable maximum percentage of your
contract value on any withdrawal date, we will automatically reduce the
amount withdrawn so that it equals such percentage.  Thus, your fixed
dollar systematic withdrawals will never exceed the maximum percentage.
If you want fixed dollar systematic withdrawals to exceed the maximum
percentage and are willing to incur associated surrender charges,
consider the Fixed Dollar Systematic Withdrawal Feature which you may add
to your regular fixed dollar systematic withdrawal program.

If your systematic withdrawal is based on a percentage of your contract
value and the amount to be withdrawn based on that percentage would be
less than $100, we will automatically increase the amount to $100 as long
as it does not exceed the maximum percentage.  If the systematic
withdrawal would exceed the maximum percentage, we will send the amount,
and then automatically cancel your systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to
interest earnings during the prior month, quarter, or year, depending on
the frequency you chose.  Systematic withdrawals are not subject to a
Market Value Adjustment, unless you have added the Fixed Dollar
Systematic Withdrawal Feature discussed below and the payments exceed
interest earnings.  Systematic withdrawals from Fixed Interest
Allocations under the Fixed Dollar Systematic Withdrawal Feature are
available only in connection with Section 72(q) and 72(t) distributions.
A Fixed Interest Allocation may not participate in both the systematic
withdrawal option and the dollar cost averaging program at the same time.

You may change the amount or percentage of your systematic withdrawal
once each contract year or cancel this option at any time by sending
satisfactory notice to our Customer Service Center at least 7 days before
the next scheduled withdrawal date.  The systematic withdrawal option may
commence in a contract year where a regular withdrawal has been taken but
you may not change the amount or percentage of your

                                   33
withdrawals in any contract year during which you have previously taken a
regular withdrawal.  You may not elect the systematic withdrawal option if
you are taking IRA withdrawals.

  FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE.  You may add the Fixed
Dollar Systematic Withdrawal Feature to your regular fixed dollar
systematic withdrawal program.  This feature allows you to receive a
systematic withdrawal in a fixed dollar amount regardless of any
surrender charges or Market Value Adjustments.  Systematic withdrawals
from Fixed Interest Allocations under the Fixed Dollar Systematic
Withdrawal Feature are available only in connection with Section 72(q)
and 72(t) distributions.  You choose the amount of the fixed systematic
withdrawals, which may total up to a maximum of 10% of your contract
value as determined on the day we receive your election of this feature.
The maximum limit will not be recalculated when you make additional
premium payments, unless you instruct us to do so.  We will assess a
surrender charge on the withdrawal date if the withdrawal exceeds the
maximum limit as calculated on the withdrawal date.  We will assess a
Market Value Adjustment on the withdrawal date if the withdrawal from a
Fixed Interest Allocation exceeds your interest earnings on the
withdrawal date.  We will apply the surrender charge and any Market Value
adjustment directly to your contract value (rather than to the
withdrawal) so that the amount of each systematic withdrawal remains
fixed.

  Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the
maximum.  Such withdrawals are subject to surrender charges and Market
Value Adjustments when they exceed the applicable free withdrawal amount.

IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70  1/2 during
the current calendar year, you may elect to have distributions made to
you to satisfy requirements imposed by Federal tax law.  IRA withdrawals
provide payout of amounts required to be distributed by the Internal
Revenue Service rules governing mandatory distributions under qualified
plans.  We will send you a notice before your distributions commence.
You may elect to take IRA withdrawals at that time, or at a later date.
You may not elect IRA withdrawals and participate in systematic
withdrawals at the same time.  If you do not elect to take IRA
withdrawals, and distributions are required by Federal tax law,
distributions adequate to satisfy the requirements imposed by Federal tax
law may be made.  Thus, if you are participating in systematic
withdrawals, distributions under that option must be adequate to satisfy
the mandatory distribution rules imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or
annual basis.  Under this option, you may elect payments to start as
early as 28 days after the contract date.  You select the day of the
month when the withdrawals will be made, but it cannot be later than the
28th day of the month.  If no date is selected, we will make the
withdrawals on the same calendar day of the month as the contract date.

You may request that we calculate for you the amount that is required to
be withdrawn from your Contract each year based on the information you
give us and various choices you make. For information regarding the
calculation and choices you have to make, see the Statement of Additional
Information.  The minimum dollar amount you can withdraw is $100.  When
we determine the required IRA withdrawal amount for a taxable year based
on the frequency you select, if that amount is less than $100, we will
pay $100. At any time where the IRA withdrawal amount is greater than the
contract value, we will cancel the Contract and send you the amount of
the cash surrender value.

                                   34
You may change the payment frequency of your IRA withdrawals once each
contract year or cancel this option at any time by sending us
satisfactory notice to our Customer Service Center at least 7 days before
the next scheduled withdrawal date.

An IRA withdrawal in excess of the amount allowed under systematic
withdrawals will be subject to a Market Value Adjustment.

CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH
TAKING WITHDRAWALS.  You are responsible for determining that withdrawals
comply with applicable law.  A withdrawal made before the taxpayer
reaches age 59  1/2 may result in a 10% penalty tax.  See "Federal Tax
Considerations" for more details.

                    TRANSFERS AMONG YOUR INVESTMENTS
You may transfer your contract value among the subaccounts in which you
are invested and your Fixed Interest Allocations at the end of the free
look period until the annuity start date.  We currently do not charge you
for transfers made during a contract year, but reserve the right to
charge $25 for each transfer after the twelfth transfer in a contract
year.  We also reserve the right to limit the number of transfers you may
make and may otherwise modify or terminate transfer privileges if
required by our business judgement or in accordance with applicable law.
We will apply a Market Value Adjustment to transfers from a Fixed
Interest Allocation taken more than 30 days before its maturity date,
unless the transfer is made under the dollar cost averaging program.

Please be aware that the benefit we pay under an optional benefit rider may be
effected by certain transfers you make while the rider is in effect.  Transfers
may also affect your optional rider base.  See "Optional Riders."

Transfers will be based on values at the end of the business day in which
the transfer request is received at our Customer Service Center.

The minimum amount that you may transfer is $100 or, if less, your entire
contract value held in a subaccount or a Fixed Interest Allocation.

To make a transfer, you must notify our Customer Service Center and all
other administrative requirements must be met.  Any transfer request
received after 4:00 p.m. eastern time or the close of the New York Stock
Exchange will be effected on the next business day.  Account B and the
Company will not be liable for following instructions communicated by
telephone or over the internet that we reasonably believe to be genuine.
We require personal identifying information to process a request for
transfer made over the telephone or over the internet.

DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you
have at least $1,200 of contract value in the (i) Limited Maturity Bond
subaccount or the Liquid Asset subaccount, or (ii) a Fixed Interest
Allocation with either a 6-month or a 1-year guaranteed interest period.
These subaccounts or Fixed Interest Allocations serve as the source
accounts from which we will, on a monthly basis, automatically transfer a
set dollar amount of money to other subaccounts selected by you.  We also
may offer DCA Fixed Interest Allocations, which are 6-month and 1-year
Fixed Interest Allocations available exclusively for use with the dollar
cost averaging program.  The DCA Fixed Interest Allocations require a
minimum premium payment of $1,200 directed into a DCA Fixed Interest
Allocation.

The dollar cost averaging program is designed to lessen the impact of
market fluctuation on your investment.  Since we transfer the same dollar
amount to other subaccounts each month, more units of a subaccount are
purchased if the value of its unit is

                                   35
low and less units are purchased if the value of its unit is high.
Therefore, a lower than average value per unit may be achieved over
the long term.  However, we cannot guarantee this.  When you elect the
dollar cost averaging program, you are  continuously investing in
securities regardless of fluctuating price levels.  You should consider
your tolerance for investing through periods of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar
amount you want transferred under this program.  Each monthly transfer
must be at least $100.  If your source account is the Limited Maturity
Bond subaccount, the Liquid Asset subaccount or a 1-year Fixed Interest
Allocation, the maximum amount that can be transferred each month is your
contract value in such source account divided by 12.  If your source
account is a 6-month Fixed Interest Allocation, the maximum amount that
can be transferred each month is your contract value in such source
account divided by 6.  You may change the transfer amount once each
contract year.  If you have a DCA Fixed Interest Allocation, there is no
minimum or maximum transfer amount; we will transfer all your money
allocated to that source account into the subaccount(s) in equal payments
over the selected 6-month or 1-year period.  The last payment will
include earnings accrued over the course of the selected period.
If you make an additional premium into a Fixed Interest Allocation subject
to dollar cost averaging, the ammount of your transfers under the dollar
cost averaging program remains the same, unless you instruct us to increase
the transfer amount.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest
Allocation under the dollar cost averaging program are not subject to a
Market Value Adjustment.  However, if you terminate the dollar cost
averaging program for a DCA Fixed Interest Allocation and there is money
remaining in the DCA Fixed Interest Allocation, we will transfer the
remaining money to the Liquid Asset subaccount.  Such transfer will
trigger a Market Value Adjustment if the transfer is made more than 30
days before the maturity date of the DCA Fixed Interest Allocation.

If you do not specify the subaccounts to which the dollar amount of the
source account is to be transferred, we will transfer the money to the
subaccounts in which you are invested on a proportional basis.  The
transfer date is the same day each month as your contract date.  If, on
any transfer date, your contract value in a source account is equal or
less than the amount you have elected to have transferred, the entire
amount will be transferred and the program will end.  You may terminate
the dollar cost averaging program at any time by sending satisfactory
notice to our Customer Service Center at least 7 days before the next
transfer date. A Fixed Interest Allocation or DCA Fixed Interest
Allocation may not participate in the dollar cost averaging program and
in systematic withdrawals at the same time.

We may in the future offer additional subaccounts or withdraw any
subaccount or Fixed Interest Allocation to or from the dollar cost
averaging program, stop offering DCA Fixed Interest Allocations or
otherwise modify, suspend or terminate this program.  Of course, such
change will not affect any dollar cost averaging programs in operation at
the time.

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the
subaccounts of Account B, you may elect to have your investments in the
subaccounts automatically rebalanced.  We will transfer funds under your
Contract on a quarterly, semi-annual, or annual calendar basis among the
subaccounts to maintain the investment blend of your selected
subaccounts.  The minimum size of any allocation must be in full
percentage points.  Rebalancing does not affect any amounts that you have
allocated to the Fixed Account.  The program may be 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.

                                   36
To participate in automatic rebalancing, send satisfactory notice to our
Customer Service Center.  We will begin the program on the last business
day of the period in which we receive the notice.  You may cancel the
program at any time.  The program will automatically terminate if you
choose to reallocate your contract value among the subaccounts or if you
make an additional premium payment or partial withdrawal on other than a
pro rata basis.  Additional premium payments and partial withdrawals
effected on a pro rata basis will not cause the automatic rebalancing
program to terminate.

                          DEATH BENEFIT CHOICES

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either the
annuitant (when a contract owner is not an individual), the contract
owner or the first of joint owners dies.  Assuming you are the contract
owner, your beneficiary will receive a death benefit unless the
beneficiary is your surviving spouse and elects to continue the Contract.
The death benefit value is calculated at the close of the business day on
which we receive written notice and due proof of death, as well as any
required paperwork, at our Customer Service Center.  If your
beneficiary elects to delay receipt of the death benefit until a date
after the time of death, the amount of the benefit payable in the future
may be affected.  The proceeds may be received in a single sum or applied
to any of the annuity options.  If we do not receive a request to apply
the death benefit proceeds to an annuity option, we will make a single
sum distribution.  We will generally pay death benefit proceeds within 7
days after our Customer Service Center has received sufficient
information to make the payment.

You may choose from the following 3 death benefit choices: (1) the
Standard Death Benefit Option; (2) the 7% Solution Enhanced Death Benefit
Option; and (3) the Annual Ratchet Enhanced Death Benefit Option.  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.  A change in ownership of the Contract may affect the amount
of the death benefit and the guaranteed death benefit.  The MGWB rider
may affect the death benefit.  See "Minimum Guaranteed Withdrawal Benefit
(MGWB) Rider-Death Benefit during Automatic Periodic Benefit Status."

  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 minus any credits added within 1 year; (ii) total premium
payments less any withdrawals; (iii) the cash surrender value; (iv) the
total premium payments made under the Contract, plus all credits, reduced
by a pro rata adjustment for any withdrawals, then minus any credits applied
within 1 year prior to death.

  ENHANCED DEATH BENEFITS.  If the 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 minus any
credits added within 1 year; (ii) total premium payments less any
withdrawals; (iii) the cash surrender value; and (iv) the enhanced death
benefit as calculated below minus any credits added within 1 year.

                                   37
HOW THE ENHANCED DEATH BENEFIT IS CALCULATED

         7% SOLUTION                            ANNUAL RATCHET
   We credit interest each              On each contract anniversary
   business day at the 7% annual        that occurs on or before the
   effective rate* to the enhanced      contract owner turns age 80,
   death benefit from the               we compare the prior enhanced
   preceding day (which would be        death benefit to the contract
   the initial premium and credit       value and select the larger
   if the preceding day is the          amount as the new enhanced
   contract date), then we add          death benefit.
   additional premiums paid and
   credits added since the              On all other days, the
   preceding day, then we subtract      enhanced death benefit is the
   any withdrawals made (including      amount determined below.  We
   any Market Value Adjustment          first take the enhanced death
   applied to such withdrawals)         benefit from the preceding day
   since the preceding day, and         (which would be the initial
   then we subtract any associated      premium and credit if the
   surrender charges.**                 valuation date is the contract
   The maximum enhanced death           date) and then we add
   benefit is 2 times all premium       additional premiums paid and
   payments and credits, as             credits added since the
   reduced by withdrawals.***           preceding day, then we
                                        subtract any withdrawals
                                        (including any Market Value
                                        Adjustment applied to such
                                        withdrawals) since the
                                        preceding day, and then we
                                        subtract any associated
                                        surrender charges.  That
                                        amount becomes the new
                                        enhanced death benefit.

     *The interest rate used for calculating the death benefit
      for the Liquid Asset and Limited Maturity Bond subaccounts will
      be the lesser of the 7% annual effective rate or the net rate
      of return for such subaccounts during the applicable period.
      The interest rate used for calculating the death benefit for
      your Fixed Interest Allocation will be the lesser of the 7%
      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 subaccounts in the future, we may restrict those new
      subaccounts from participating in the 7% Solution Enhanced
      Death Benefit.
    **Each premium payment and credit reduced by any withdrawals
      and any associated surrender charges incurred will continue to
      grow at the 7% annual effective rate.
   ***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.
      Once withdrawals in any contract year exceed 7% of cumulative
      premiums, withdrawals will reduce the maximum enhanced death
      benefit in proportion to the reduction in contract value.

The 7% Solution Enhanced Death Benefit is 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 80 years
old at the time of purchase.  The Annual Ratchet Enhanced Death Benefit
is 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 79 years old at the time of purchase.  The
7% Solution and Annual Ratchet Enhanced Death Benefits may not be
available where a Contract is owned by joint owners.

                                   38
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 SUBACCOUNT
You may elect to have all charges against your contract value deducted
directly from a single subaccount designated by the Company.  Currently
we use the Liquid Asset subaccount for this purpose.  If you do not elect
this option, or if the amount of the charges is greater than the amount
in the designated subaccount, the charges will be deducted as discussed
below.  You may cancel this option at any time by sending satisfactory
notice to our Customer Service Center.

CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:

  SURRENDER CHARGE.  We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a
withdrawal in excess of the Free Withdrawal Amount during the 9-year
period from the date we receive and accept a premium payment.  The
surrender charge is based on a percentage of each premium payment withdrawn.
This charge is intended to cover sales expenses that we have incurred.  We may
in the future reduce or waive the surrender charge in certain situations
and will never charge more than the maximum surrender charges.  The
percentage of premium payments deducted at the time of surrender or
excess withdrawal depends on the number of complete years that have
elapsed since that premium payment was made.  We determine the surrender
charge as a percentage of each premium payment withdrawn as follows:

  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8   9+
    SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%  0%

  WAIVER OF SURRENDER CHARGE FOR EXTENDED MEDICAL CARE.  We will waive
the surrender charge in most states in the following events: (i) you
begin receiving qualified extended medical care on or after the first
contract anniversary for at least 45 days during a 60-day period and your
request for the surrender or withdrawal, together with all required
documentation is received at our Customer Service Center during the term
of your care or within 90 days after the last day of your care; or (ii)
you are first diagnosed by a qualifying medical professional, on or after
the first contract anniversary, as having a qualifying terminal illness.
We have the right to require an examination by a physician of our choice.
If we require such an examination, we will pay for it.  You are required
to send us satisfactory written proof of illness.  See your Contract for
more information.  The waiver of surrender charge may not be available in
all states.  If we

                                   39
waive the surrender charge, we will deduct any credit
added to your contract value within 1 year of the withdrawal, and we will not
add any additional credit to any additional premium you pay on or after the
date of any such waiver.

  FREE WITHDRAWAL AMOUNT.  The Free Withdrawal Amount in any contract
year is 10% of your contract value on the date of withdrawal less any
withdrawals during that 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 subaccount or Fixed Interest Allocation from which the excess
withdrawal was taken.  In instances where the excess withdrawal equals
the entire contract value in such subaccounts or Fixed Interest
Allocations, we will deduct charges proportionately from all other
subaccounts and Fixed Interest Allocations in which you are invested.
ANY WITHDRAWAL FROM A FIXED INTEREST ALLOCATION MORE THAN 30 DAYS BEFORE
ITS MATURITY DATE WILL TRIGGER A MARKET VALUE ADJUSTMENT.

For the purpose of calculating the surrender charge for an excess
withdrawal: a) we treat premiums as being withdrawn on a first-in, first-
out basis; and b) amounts withdrawn which are not considered an excess
withdrawal are not considered a withdrawal of any premium payments.  We
have included an example of how this works in Appendix C.  Although we
treat premium payments as being withdrawn before earnings for purpose of
calculating the surrender charge for excess withdrawals, the federal tax
law treats earnings as withdrawn first.

  PREMIUM TAXES.  We may make a charge for state and local premium taxes
depending on your state of residence.  The tax can range from 0% to 3.5%
of the premium payment. We have the right to change this amount to
conform with changes in the law or if you change your state of residence.

We deduct the premium tax from your contract value (or from the MGIB
Base, if exercised) on the annuity start date.  However, some
jurisdictions impose a premium tax at the time that initial and
additional premiums are paid, regardless of when the annuity payments
begin.  In those states we may defer collection of the premium taxes from
your contract value and deduct it when you surrender the Contract, when
you take an excess 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 $40 per Contract.  This charge is
waived if you have a contract value $100,000 or more at the end of a
contract year or the sum of the premiums paid equals or exceeds $100,000.
We deduct the charge proportionately from all subaccounts in which you
are invested. If there is no contract value in those subaccounts, we will
deduct the charge from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until the charge
has been paid.

                                   40
TRANSFER CHARGE.  We currently do not deduct any charges for transfers
made during a contract year.  We have the right, however, to assess up to
$25 for each transfer after the twelfth transfer in a contract year.  If
such a charge is assessed, we would deduct the charge from the
subaccounts and the Fixed Interest Allocations from which each such
transfer is made in proportion to the amount being transferred from each
such subaccount and Fixed Interest Allocation unless you have chosen to
have all charges deducted from a single subaccount.  The charge will not
apply to any transfers due to the election of dollar cost averaging,
automatic rebalancing and transfers we make to and from any subaccount
specially designated by the Company for such purpose.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
  MORTALITY AND EXPENSE RISK CHARGE.  The mortality and expense risk
charge is deducted each business day.  The amount of the mortality and
expense risk charge depends on the death benefit you have elected. If you
have elected the Standard Death Benefit, the charge, on an annual basis,
is equal to 1.25% of the assets you have in each subaccount.  The charge
is deducted on each business day at the rate of .003446% for each day
since the previous business day.  If you have elected an enhanced death
benefit, the charge, on an annual basis, is equal to 1.40% for the Annual
Ratchet Enhanced Death Benefit, or 1.55% for the 7% Solution Enhanced
Death Benefit, of the assets you have in each subaccount.  The charge is
deducted each business day at the rate of .003863% or .004280%,
respectively, for each day since the previous business day.

  ASSET-BASED ADMINISTRATIVE CHARGE.  The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the
assets you have in each subaccount.  The charge is deducted on each
business day at the rate of .000411% for each day since the previous
business day.  This charge is deducted daily from your assets in each
subaccount.

OPTIONAL RIDER CHARGES

Subject to state availability, you may purchase one of three optional
benefit riders that you may elect at issue.  So long as the rider is in
effect, we will deduct a separate quarterly charge for each optional
benefit rider through a pro rata reduction of the contract value of the
subaccounts in which you are invested.  If there is insufficient contract
value in the subaccount, we will deduct the charges from your Fixed
Interest Allocations nearest their maturity date.  A Market Value
Adjustment may apply if rider charges are deducted from your Fixed
Interest Allocation more than 30 days before its maturity date.  We
deduct each rider charge on each quarterly contract anniversary in
arrears, meaning the first charge will be deducted on the first quarterly
anniversary following the rider date.  For a description of the riders
and the defined terms used in connection with the riders, see "The
Annuity Contract - Optional Riders."

     MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB).  The quarterly
charge for the MGAB rider is as follows:

       Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year............0.125% of the MGAB Charge Base (0.50% annually)
       20 Year............0.125% of the MGAB Charge Base (0.50% annually)

The MGAB Charge Base is the total of (i)the MGAB Base on the rider date,
and (ii)premiums and credits during the 2-year period commencing on the
rider date, reduced pro rata for withdrawals and reduced for transfers
made within the last 3 years prior to the MGAB Benefit Date.  We will
deduct charges only during your ten-year or twenty-

                                   41
year waiting period as applicable.  If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and MGAB Charge Base
immediately prior to the surrender or annuitization.

     MINIMUM GUARANTEED INCOME BENEFIT (MGIB).  The quarterly charge for
the MGIB rider is as follows:
       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% ................0.05% of the MGIB Base (0.20% annually)
       3%.................0.08% of the MGIB Base (0.32% annually)
       5%.................0.10% of the MGIB Base (0.40% annually)
       6%.................0.15% of the MGIB Base (0.60% annually)
       7%.................0.125% of the MGIB Base (0.50% annually)

The MGIB Baseis the total of premiums paid and credits added during the 5-year
period after the rider date, reduced pro rata for all withdrawals taken while
the MGIB rider is in effect, and accumulated at the MGIB Base Rate (7% for all
portfolios except the Special Funds).  If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your MGIB Base
immediately prior to the surrender or annuitization.

  MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB).  The quarterly charge
for the MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible
Payment Amount. The original MGWB Payment Amount is equal to all premiums
paid and credits added during the first two contract years following the rider
date.  When we calculate the MGWB rider charge, we do not reduce the Eligible
Payment Amount by the amount of any withdrawals taken while the MGWB rider
is in effect.  We will deduct charges only during the period before your
Contract's Automatic Periodic Benefit Status.  If you surrender or annuitize
your Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your original MGWB
Eligible Payment Amount, and applicable credits, immediately prior to the
surrender or annuitization.

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts.  Please read the respective Trust prospectus for details.

                           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.  The MGIB annuity benefit may be available
if you have purchased the MGIB rider, provided the waiting period and
other specified conditions have been met.

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.

                                   42
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 under applicable law), 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 annuity start date, which is the date on which the annuity
payments commence.  The annuity start date must be at least 5 years from
the contract date but before the month immediately following the
annuitant's 90th birthday, or 10 years from the contract date, if later.

If, on the annuity start date, a surrender charge remains, the elected
annuity option must include a period certain of at least 5 years.

If you do not select an annuity start date, it will automatically begin
in the month following the annuitant's 90th birthday, or 10 years from
the contract date, if later.

If the annuity start date occurs when the annuitant is at an advanced
age, such as over age 85, it is possible that the Contract will not be
considered an annuity for federal tax purposes.  See "Federal Tax
Considerations" and the Statement of Additional Information.  For a
Contract purchased in connection with a qualified plan, other than a Roth
IRA, distributions must commence not later than April 1st of the calendar
year following the calendar year in which you attain age 70  1/2 or, in
some cases, retire.  Distributions may be made through annuitization or
withdrawals.  You should consult your tax adviser for tax advice.

FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments.  They may be monthly,
quarterly, semi-annually or annually.  If we do not receive written
notice from you, we will make the payments monthly.  There may be certain
restrictions on minimum payments that we will allow.

                                   43
THE ANNUITY OPTIONS
We offer the 4 annuity options shown below.  Payments under Options 1, 2
and 3 are fixed.  Payments under Option 4 may be fixed or variable.  For
a fixed annuity option, the contract value in the subaccounts is
transferred to the Company's general account.

  OPTION 1. INCOME FOR A FIXED PERIOD.  Under this option, we make
monthly payments in equal installments for a fixed number of years based
on the contract value on the annuity start date.  We guarantee that each
monthly payment will be at least the amount stated in your Contract.  If
you prefer, you may request that payments be made in annual, semi-annual
or quarterly installments.  We will provide you with illustrations if you
ask for them.  If the cash surrender value or contract value is applied
under this option, a 10% penalty tax may apply to the taxable portion of
each income payment until the contract owner reaches age 59  1/2.

  OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN.  Payment is made for
the life of the annuitant in equal monthly installments and guaranteed
for at least a period certain such as 10 or 20 years.  Other periods
certain may be available to you on request. You may choose a refund
period instead.  Under this arrangement, income is guaranteed until
payments equal the amount applied.  If the person named lives beyond the
guaranteed period, payments continue until his or her death.  We
guarantee that each payment will be at least the amount specified in the
Contract corresponding to the person's age on his or her last birthday
before the annuity start date.  Amounts for ages not shown in the
Contract are available if you ask for them.

  OPTION 3. JOINT LIFE INCOME.  This option is available when there are 2
persons named to determine annuity payments.  At least one of the persons
named must be either the contract owner or beneficiary of the Contract.
We guarantee monthly payments will be made as long as at least one of the
named persons is living.  There is no minimum number of payments.
Monthly payment amounts are available if you ask for them.

  OPTION 4. ANNUITY PLAN.  The contract value can be applied to any other
annuitization plan that we choose to offer on the annuity start date.
Annuity payments under Option 4 may be fixed or variable.  If variable and
subject to the Investment Company Act of 1940, it will comply with the
requirements of such act.

PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts
still due as provided in the annuity agreement between you and Golden
American.  The amounts we will pay are determined as follows:

     (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.

     (2)  For Option 3, no amounts are payable after both named persons
          have died.

                                   44
(3)  For Option 4, the annuity option agreement will state the
          amount we will pay, if any.

                        OTHER CONTRACT PROVISIONS

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter.  The report will show the contract value, cash
surrender value, and the death benefit as of the end of the calendar
quarter.  The report will also show the allocation of your contract value
and reflects the amounts deducted from or added to the contract value
since the last report, including rider charges if you have elected one of
the optional riders offered in this prospectus.  You have 30 days to notify
our Customer Service Center of any errors or discrepancies contained in the
report or in the confirmation notices. We will also send you copies of any
shareholder reports of the investment portfolios in which Account B invests,
as well as any other reports, notices or documents we are required by law to
furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any
payment or determination of values on any business day (1) when the New
York Stock Exchange is closed; (2) when trading on the New York Stock
Exchange is restricted; (3) when an emergency exists as determined by the
Securities and Exchange Commission so that the sale of securities held in
Account B may not reasonably occur or so that the Company may not
reasonably determine the value of Account B's net assets; or (4) during
any other period when the SEC so permits for the protection of security
holders.  We have the right to delay payment of amounts from a Fixed
Interest Allocation for up to 6 months.

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or sex given in the application or enrollment form is
misstated, the amounts payable or benefits provided by the Contract shall
be those that the premium payment would have bought at the correct age or
sex.

ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a loan
but you should understand that your rights and any beneficiary's rights
may be subject to the terms of the assignment.  An assignment may have
federal tax consequences.  You must give us satisfactory written notice
at our Customer Service Center in order to make or release an assignment.
We are not responsible for the validity of any assignment.

CONTRACT CHANGES - APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify
the Contract as an annuity under applicable federal tax law.  You will be
given advance notice of such changes.

FREE LOOK
You may cancel your Contract within your 10-day free look period.  We
deem the free look period to expire 15 days after we mail the Contract to
you.  Some states may require a longer free look period. To cancel, you
need to send your Contract to our Customer Service Center or to the agent
from whom you purchased it.  We will refund the contract value.  For
purposes of the refund during the free look period, (i) we adjust your
contract value for any market value adjustment (if you have invested in
the fixed account), (ii) then we exclude any credit initially applied,
and (iii) then we include a refund of any charges deducted from your
contract value.  Because of the market risks associated with investing in
the portfolios and the potential positive or negative effect of the
market value adjustment, the contract value returned may be

                                   45
greater or less than the premium payment you paid.  Some states require us
to return to you the amount of the paid premium (rather than the contract
value) in which case you will not be subject to investment risk during the
free look period.  In these states, your premiums designated for investment
in the subaccounts will be allocated during the free look period to a
subaccount specially designated by the Company for this purpose
(currently, the Liquid Asset subaccount).  We may, in our discretion,
require that premiums designated for investment in the subaccounts from
all other states as well as premiums designated for a Fixed Interest
Allocation be allocated to the specially designated subaccount during the
free look period.  Your Contract is void as of the day we receive your
Contract and cancellation request.  We determine your contract value at
the close of business on the day we receive your written request.  If you
keep your Contract after the free look period, we will put your money in
the subaccount(s) chosen by you, based on the accumulation unit value
next computed for each subaccount, and/or in the Fixed Interest
Allocation chosen by you.

GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any surrender,
administration, and mortality and expense risk charges.  We may also
change the minimum initial and additional premium requirements, or offer
an alternative or reduced death benefit.

SELLING THE CONTRACT
Directed Services, Inc. is the 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 which in
turn pays the writing agent.  The principal address of Directed Services
is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers to
sell the Contracts through registered representatives who are licensed to
sell securities and variable insurance products.  These broker-dealers
are registered with the SEC and are members of the National Association
of Securities Dealers, Inc.  Directed Services receives a maximum of 5.5%
commission, and passes through 100% of the commission to the broker-
dealer whose registered representative sold the contract.

                        UNDERWRITER COMPENSATION
         ----------------------------------------------------------
         |                  |                  |                  |
         |     NAME OF      |    AMOUNT OF     |      OTHER       |
         |    PRINCIPAL     | COMMISSION TO BE |  COMPENSATION    |
         |   UNDERWRITER    |       PAID       | Reimbursement of |
         |                  | Maximum of 5.5%  |       any        |
         |     Directed     |  of any initial  | covered expenses |
         |  Services, Inc.  |  or additional   |     incurred     |
         |                  | premium payments |  by registered   |
         |                  |   except when    | representatives  |
         |                  |     combined     |        in        |
         |                  | with some annual | connection with  |
         |                  |      trail       | the distribution |
         |                  |   commissions.   |      of the      |
         |                  |                  |    Contracts.    |
         |                  |                  |                  |
         ----------------------------------------------------------

Certain sales agreements may provide for a combination of a certain
percentage of commission at the time of sale and an annual trail
commission (which when combined could exceed 5.5% of total premium
payments).

                                   46
We do not pay any additional commissions on the sale or exercise of any
of the optional benefit riders offered in this prospectus.

                            OTHER INFORMATION
VOTING RIGHTS
We will vote the shares of a Trust owned by Account B according to your
instructions.  However, if the Investment Company Act of 1940 or any
related regulations should change, or if interpretations of it or related
regulations should change, and we decide that we are permitted to vote
the shares of a Trust in our own right, we may decide to do so.

We determine the number of shares that you have in a subaccount by
dividing the Contract's contract value in that subaccount by the net
asset value of one share of the portfolio in which a subaccount invests.
We count fractional votes.  We will determine the number of shares you
can instruct us to vote 180 days or less before a Trust's meeting.  We
will ask you for voting instructions by mail at least 10 days before the
meeting.  If we do not receive your instructions in time, we will vote
the shares in the same proportion as the instructions received from all
contracts in that subaccount.  We will also vote shares we hold in
Account B which are not attributable to contract owners in the same
proportion.

STATE REGULATION
We are regulated by the Insurance Department of the State of Delaware.
We are also subject to the insurance laws and regulations of all
jurisdictions where we do business.  The variable Contract offered by
this prospectus has been approved where required by those jurisdictions.
We are required to submit annual statements of our operations, including
financial statements, to the Insurance Departments of the various
jurisdictions in which we do business to determine solvency and
compliance with state insurance laws and regulations.

LEGAL PROCEEDINGS
The Company, like other insurance companies, may be involved in lawsuits,
including class action lawsuits.  In some class action and other lawsuits
involving insurers, substantial damages have been sought and/or material
settlement payments have been made.  We believe that currently there are
no pending or threatened lawsuits that are reasonably likely to have a
materially 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.

                                   47
EXPERTS
The audited financial statements of Golden American Life Insurance
Company and Account B appearing in this prospectus or in the Statement of
Additional Information and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports
thereon appearing in this prospectus or in the Statement of Additional
Information and in the Registration Statement and are included or
incorporated by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.

                       FEDERAL TAX CONSIDERATIONS
The following summary provides a general description of the federal
income tax considerations associated with this Contract and does not
purport to be complete or to cover all tax situations.  This discussion
is not intended as tax advice.  You should consult your counsel or other
competent tax advisers for more complete information.  This discussion is
based upon our understanding of the present federal income tax laws.  We
do not make any representations as to the likelihood of continuation of
the present federal income tax laws or as to how they may be interpreted
by the IRS.

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased
on a tax-qualified basis.  Qualified Contracts are designed for use by
individuals whose premium payments are comprised solely of proceeds from
and/or contributions under retirement plans that are intended to qualify
as plans entitled to special income tax treatment under Sections 401(a),
403(b), 408, or 408A of the Code.  The ultimate effect of federal income
taxes on the amounts held under a Contract, or annuity payments, depends
on the type of retirement plan, on the tax and employment status of the
individual concerned, and on our tax status.  In addition, certain
requirements must be satisfied in purchasing a qualified Contract with
proceeds from a tax-qualified plan and receiving distributions from a
qualified Contract in order to continue receiving favorable tax
treatment.  Some retirement plans are subject to distribution and other
requirements that are not incorporated into our Contract administration
procedures.  Contract owners, participants and beneficiaries are
responsible for determining that contributions, distributions and other
transactions with respect to the Contract comply with applicable law.
Therefore, you should seek competent legal and tax advice regarding the
suitability of a Contract for your particular situation.  The following
discussion assumes that qualified Contracts are purchased with proceeds
from and/or contributions under retirement plans that qualify for the
intended special federal income tax treatment.

TAX STATUS OF THE CONTRACTS
  DIVERSIFICATION REQUIREMENTS.  The Code requires that the investments
of a variable account be "adequately diversified" in order for
non-qualified Contracts to be treated as annuity contracts for federal
income tax purposes.  It is intended that Account B, through the
subaccounts, will satisfy these diversification requirements.

In certain circumstances, owners of variable annuity contracts have been
considered for federal income tax purposes to be the owners of the assets
of the separate account supporting their contracts due to their ability
to exercise investment control over those assets.  When this is the case,
the contract owners have been currently taxed on income and gains
attributable to the separate account assets.  There is little guidance in
this area, and some features of the Contracts, such as the flexibility of
a contract owner to allocate premium payments and transfer contract
values, have not been explicitly addressed in published rulings.  While we

                                   48
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.  See "Death Benefit Choices" for additional
information on required distributions from non-qualified contracts.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts will qualify as
annuity contracts for federal income tax purposes.

TAX TREATMENT OF ANNUITIES
  IN GENERAL.  We believe that if you are a natural person you will
generally not be taxed on increases in the value of a Contract until a
distribution occurs or until annuity payments begin.  (For these
purposes, the agreement to assign or pledge any portion of the contract
value, and, in the case of a qualified Contract, any portion of an
interest in the qualified plan, generally will be treated as a
distribution.)

TAXATION OF NON-QUALIFIED CONTRACTS
  NON-NATURAL PERSON.  The owner of any annuity contract who is not a
natural person generally must include in income any increase in the
excess of the contract value over the "investment in the contract"
(generally, the premiums or other consideration you paid for the
contract less any nontaxable withdrawals) during the taxable year.
There are some exceptions to this rule and a prospective contract
owner that is not a natural person may wish to discuss these
with a tax adviser.  The following discussion generally applies
to Contracts owned by natural persons.

  WITHDRAWALS.  When a withdrawal from a non-qualified Contract occurs
(including amounts paid to you under the MGWB rider), the amount
received will be treated as ordinary income subject to tax up
to an amount equal to the excess (if any) of the contract value
(unreduced by the amount of any surrender charge) immediately before the
distribution over the contract owner's investment in the Contract at that
time.  Credits constitute earnings (not premiums) for federal tax
purposes and are not included in the Owner's investment in the Contract.
The tax treatment of market value adjustments is uncertain.  You
should consult a tax adviser if you are considering taking a withdrawal
from your Contract in circumstances where a market value adjustment would
apply.

In the case of a surrender under a non-qualified Contract, the amount
received generally will be taxable only to the extent it exceeds the
contract owner's investment in the Contract.

  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:

                                   49
o   made on or after the taxpayer reaches age 59  1/2;

      o   made on or after the death of a contract owner;

      o   attributable to the taxpayer's becoming disabled; or

      o   made as part of a series of substantially equal periodic payments
          for the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and
special rules may be applicable in connection with the exceptions
enumerated above.  A tax adviser should be consulted with regard to
exceptions from the penalty tax.

  ANNUITY PAYMENTS.  Although tax consequences may vary depending on the
payment option elected under an annuity contract, a portion of each
annuity payment is generally not taxed and the remainder is taxed as
ordinary income.  The non-taxable portion of an annuity payment is
generally determined in a manner that is designed to allow you to recover
your investment in the Contract ratably on a tax-free basis over the
expected stream of annuity payments, as determined when annuity payments
start.  Once your investment in the Contract has been fully recovered,
however, the full amount of each annuity payment is subject to tax as
ordinary income.

  TAXATION OF DEATH BENEFIT PROCEEDS.  Amounts may be distributed from a
Contract because of your death or the death of the annuitant.  Generally,
such amounts are includible in the income of recipient as follows:  (i)
if distributed in a lump sum, they are taxed in the same manner as a
surrender of the Contract, or (ii) if distributed under a payment option,
they are taxed in the same way as annuity payments.

  TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT.  A
transfer or assignment of ownership of a Contract, the designation of an
annuitant, the selection of certain dates for commencement of the annuity
phase, or the exchange of a Contract may result in certain tax
consequences to you that are not discussed herein.  A contract owner
contemplating any such transfer, assignment or exchange, should consult a
tax adviser as to the tax consequences.

  WITHHOLDING.  Annuity distributions are generally subject to withholding
for the recipient's federal income tax liability. Recipients can generally
elect, however, not to have tax withheld from distributions.

  MULTIPLE CONTRACTS.  All non-qualified deferred annuity contracts that
are issued by us (or our affiliates) to the same contract owner during
any calendar year are treated as one non-qualified deferred annuity
contract for purposes of determining the amount includible in such
contract owner's income when a taxable distribution occurs.

TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans.
The tax rules applicable to participants in these qualified plans vary
according to the type of plan and the terms and contributions of the plan
itself.  Special favorable tax treatment may be available for certain
types of contributions and distributions.  Adverse tax consequences may
result from:  contributions in excess of specified limits; distributions
before age 59 1/2 (subject to certain exceptions); distributions that do
not conform to specified

                                   50
commencement and minimum distribution rules; and
in other specified circumstances.  Therefore, no attempt is made to
provide more than general information about the use of the Contracts with
the various types of qualified retirement plans.  Contract owners,
annuitants, and beneficiaries are cautioned that the rights of any person
to any benefits under these qualified retirement plans may be subject to
the terms and conditions of the plans themselves, regardless of the terms
and conditions of the Contract, but we shall not be bound by the terms
and conditions of such plans to the extent such terms contradict the
Contract, unless the Company consents.

  DISTRIBUTIONS.  Annuity payments are generally taxed in the same manner
as under a non-qualified Contract.  When a withdrawal from a qualified
Contract occurs, a pro rata portion of the amount received is taxable,
generally based on the ratio of the contract owner's investment in the
Contract (generally, the premiums or other consideration paid for the
Contract) to the participant's total accrued benefit balance under the
retirement plan.  For qualified  Contracts, the investment in the
Contract can be zero.  For Roth IRAs, distributions are generally not
taxed, except as described below.

For qualified plans under Section 401(a) and 403(b), the Code requires
that distributions generally must commence no later than the later of
April 1 of the calendar year following the calendar year in which the
contract owner (or plan participant) (i) reaches age 70 1/2 or (ii)
retires, and must be made in a specified form or manner.  If the plan
participant is a "5 percent owner" (as defined in the Code),
distributions generally must begin no later than April 1 of the calendar
year following the calendar year in which the contract owner (or plan
participant) reaches age 70 1/2.  For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1
of the calendar year following the calendar year in which the contract
owner (or plan participant) reaches age 70 1/2.  Roth IRAs under Section
408A do not require distributions at any time before the contract owner's
death.

  WITHHOLDING.  Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax
liability.  The withholding rates vary according to the type of
distribution and the contract owner's tax status.  The contract owner may
be provided the opportunity to elect not to have tax withheld from
distributions.  "Eligible rollover distributions" from section 401(a)
plans and section 403(b) tax-sheltered annuities are subject to a
mandatory federal income tax withholding of 20%.  An eligible rollover
distribution is the taxable portion of any distribution from such a plan,
except certain distributions that are required by the Code or
distributions in a specified annuity form.  The 20% withholding does not
apply, however, if the contract owner chooses a "direct rollover" from
the plan to another tax-qualified plan or IRA.

Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow.  We will endorse the Contract as
necessary to conform it to the requirements of such plan.

REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under the Contract
which do not satisfy the requirements of Section 72(s) of the Code.

If any contract owner of a non-qualified Contract dies before the annuity
start date, the death benefit payable to the beneficiary will be
distributed as follows:  (a) the death benefit must be completely
distributed within 5 years of the contract owner's date of death; or  (b)
the beneficiary may elect, within the 1-year period after the contract
owner's date of death, to receive the death benefit in the form of an
annuity from us, provided that  (i) such annuity is distributed in
substantially equal installments over the life of

                                   51
such beneficiary or
over a period not extending beyond the life expectancy of such
beneficiary; and (ii) such distributions begin not later than 1 year
after the contract owner's date of death.

Notwithstanding (a) and (b) above, if the sole contract owner's
beneficiary is the deceased owner's surviving spouse, then such spouse
may elect to continue the Contract under the same terms as before the
contract owner's death.  Upon receipt of such election from the spouse at
our Customer Service Center:  (1) all rights of the spouse as contract
owner's beneficiary under the Contract in effect prior to such election
will cease; (2) the spouse will become the owner of the Contract and will
also be treated as the contingent annuitant, if none has been named and
only if the deceased owner was the annuitant; and (3) all rights and
privileges granted by the Contract or allowed by Golden American will
belong to the spouse as contract owner of the Contract.  This election
will be deemed to have been made by the spouse if such spouse makes a
premium payment to the Contract or fails to make a timely election as
described in this paragraph.  If the owner's beneficiary is a nonspouse,
the distribution provisions described in subparagraphs (a) and (b) above,
will apply even if the annuitant and/or contingent annuitant are alive at
the time of the contract owner's death.

If we do not receive an election from a nonspouse owner's beneficiary
within the 1-year period after the contract owner's date of death, then
we will pay the death benefit to the owner's beneficiary in a cash
payment within five years from date of death.  We will determine the
death benefit as of the date we receive proof of death.  We will make
payment of the proceeds on or before the end of the 5-year period
starting on the owner's date of death.  Such cash payment will be in full
settlement of all our liability under the Contract.

If the contract owner dies after the annuity start date, we will continue
to distribute any benefit payable at least as rapidly as under the
annuity option then in effect.  All of the contract owner's rights
granted under the Contract or allowed by us will pass to the contract
owner's beneficiary.

If the Contract has joint owners we will consider the date of death of
the first joint owner as the death of the contract owner and the
surviving joint owner will become the contract owner of the Contract.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish
various types of retirement plans for employees, and permits self-
employed individuals to establish these plans for themselves and their
employees.  These retirement plans may permit the purchase of the
Contracts to accumulate retirement savings under the plans.  Adverse tax
or other legal consequences to the plan, to the participant, or to both
may result if this Contract is assigned or transferred to any individual
as a means to provide benefit payments, unless the plan complies with all
legal requirements applicable to such benefits before transfer of the
Contract.  Employers intending to use the Contract with such plans should
seek competent advice.

INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
or "IRA."  These IRAs are subject to limits on the amount that can be
contributed, the deductible amount of the contribution, the persons who
may be eligible, and the time when distributions commence.  Also,
distributions from certain other types of qualified retirement plans may
be "rolled over" or transferred on a tax-deferred basis into an IRA.
There are significant restrictions on rollover or transfer contributions
from Savings Incentive Match Plans (SIMPLE), under which certain
employers may provide contributions to IRAs on behalf of their employees,
subject to special

                                   52
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
Section 408A of the Code permits certain eligible individuals to
contribute to a Roth IRA.  Contributions to a Roth IRA, which are subject
to certain limitations, are not deductible, and must be made in cash or
as a rollover or transfer from another Roth IRA or other IRA.  A rollover
from or conversion of an IRA to a Roth IRA may be subject to tax, and
other special rules may apply.  Distributions from a Roth IRA generally
are not taxed, except that, once aggregate distributions exceed
contributions to the Roth IRA, income tax and a 10% penalty tax may apply
to distributions made (1) before age 59 1/2 (subject to certain
exceptions) or (2) during the five taxable years starting with the year
in which the first contribution is made to any Roth IRA.

TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the
premium payments made, within certain limits, on a Contract that will
provide an annuity for the employee's retirement.  These premium payments
may be subject to FICA (social security) tax.  Distributions of (1)
salary reduction contributions made in years beginning after December 31,
1988; (2) earnings on those contributions; and (3) earnings on amounts
held as of the last year beginning before January 1, 1989, are not
allowed prior to age 59 1/2, separation from service, death or disability.
Salary reduction contributions may also be distributed upon hardship, but
would generally be subject to penalties.

ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may
exceed the greater of the premium payments or the contract value.  The
Internal Revenue Service has not ruled whether an Enhanced Death Benefit
could be characterized as an incidental benefit, the amount of which is
limited in any Code section 401(a) pension or profit-sharing plan or Code
section 403(b) tax-sheltered annuity.  Employers using the Contract may
want to consult their tax adviser regarding such limitation.  Further,
the Internal Revenue Service has not addressed in a ruling of general
applicability whether a death benefit provision such as the Enhanced
Death Benefit provision in the Contract comports with IRA qualification
requirements.

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

                                   53
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.

                                   54
[Shaded Section Header]
--------------------------------------------------------------------------
      MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

SELECTED FINANCIAL DATA

The following selected financial data prepared in accordance with
generally accepted accounting principles ("GAAP") for Golden
American should be read in conjunction with the financial
statements and notes thereto included in this prospectus.

On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of
Equitable of Iowa Companies ("Equitable of Iowa"), according to a
merger agreement among Equitable of Iowa, PFHI, and ING Groep N.V.
(the "ING acquisition").  On August 13, 1996, Equitable of Iowa
acquired all of the outstanding capital stock of BT Variable,
Inc., then the parent of Golden American (the "Equitable
acquisition").  For financial statement purposes, the ING
acquisition was accounted for as a purchase effective October 25,
1997 and the Equitable acquisition was accounted for as a purchase
effective August 14, 1996.  As a result, the financial data
presented below for periods after October 24, 1997, are presented
on the Post-Merger new basis of accounting, for the period August
14, 1996 through October 24, 1997, are presented on the Post-
Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented on the Pre-Acquisition basis of accounting.

                                       SELECTED GAAP BASIS FINANCIAL DATA
                                              (IN THOUSANDS)
                                  Post-Merger                       |       Post-Acquisition
                        --------------------------------------------|---------------------------------
                        For the Period     For       For the Period | For the Period  For the Period
                       January 1, 1999   the Year      October 25,  |   January 1,    August 14, 1996
                           through        Ended       1997 through  |  1997 through    1996 through
                        September 30,  December 31,   December 31,  |   October 24,    December 31,
                            1999           1998           1997      |      1997            1996
                        ------------   ------------  -------------- | --------------  ---------------
|
Annuity and Interest                                                |
  Sensitive Life                                                    |
  Product Charges.......  $   55,195    $   39,119     $    3,834   |     $18,288        $    8,768
Net Income before                                                   |
  Federal Income Tax....  $    7,269    $   10,353     $     (279)  |     $  (608)       $      570
Net Income (Loss).......  $    3,551    $    5,074     $     (425)  |     $   729        $      350
Total Assets............  $7,312,027    $4,752,533     $2,446,395   |       N/A          $1,677,899
Total Liabilities.......  $6,858,151    $4,398,639     $2,219,082   |       N/A          $1,537,415
Total Stockholder's                                                 |
  Equity................  $  453,876    $  353,894     $  227,313   |       N/A          $  140,484
(IN THOUSANDS)
                                   Pre-Acquisition
                         ---------------------------------------
                          For the Period
                           January 1,         For the Years
                          1996 through      Ended December 31,
                           August 13,     ----------------------
                              1996           1995        1994
                         --------------   ----------  ----------
Annuity and Interest
  Sensitive Life
  Product Charges.......     $12,259      $  18,388   $   17,519
Net Income before
  Federal Income Tax....     $ 1,736      $    3,364  $    2,222
Net Income (Loss).......     $ 3,199      $    3,364  $    2,222
Total Assets............        N/A       $1,203,057  $1,044,760
Total Liabilities.......        N/A       $1,104,932  $  955,254
Total Stockholder's
  Equity................        N/A       $   98,125  $   89,506
39
BUSINESS ENVIRONMENT

The current business and regulatory environment remains
challenging for the insurance industry.  The variable annuity
competitive environment is intense and is dominated by a number of
large variable product companies with strong distribution, name
recognition and wholesaling capabilities.  Increasing competition
from traditional insurance carriers as well as banks and mutual
fund companies offer consumers many choices.  However, overall
demand for variable products remains strong for several reasons
including: strong stock market performance over the last five
years; relatively low interest rates; an aging U. S. population
that is increasingly concerned about retirement and estate
planning, as well as maintaining their standard of living in
retirement; and potential reductions in government and employer-
provided benefits at retirement as well as lower public confidence
in the adequacy of those benefits.

In October of 1997, Golden American introduced three new variable
annuity products (GoldenSelect Access, GoldenSelect ES II and
GoldenSelect Premium Plus) which have contributed significantly to
sales.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

The purpose of this section is to discuss and analyze Golden
American Life Insurance Company's ("Golden American") consolidated
results of operations. In addition, some analysis and information
regarding financial condition and liquidity and capital resources
has also been provided. This analysis should be read jointly with
the consolidated financial statements, related notes and the
Cautionary Statement Regarding Forward-Looking Statements, which
appear elsewhere in the financial report. Golden American reports
financial results on a consolidated basis. The consolidated financial
statements include the accounts of Golden American and its wholly
owned subsidiary, First Golden American Life Insurance Company of
New York ("First Golden," and collectively with Golden American,
the "Companies").

                       RESULTS OF OPERATIONS

MERGER.  On October 23, 1997, Equitable of Iowa Companies'
("Equitable") shareholders approved an Agreement and Plan of
Merger ("Merger Agreement") dated July 7, 1997 among Equitable,
PFHI Holdings, Inc. ("PFHI") and ING Groep N.V. ("ING"). On
October 24, 1997, PFHI, a Delaware corporation, acquired all of
the outstanding capital stock of Equitable according to the Merger
Agreement. PFHI is a wholly owned subsidiary of ING, a global
financial services holding company based in The Netherlands.
Equitable, an Iowa corporation, in turn owned all the outstanding
capital stock of Equitable Life Insurance Company of Iowa
("Equitable Life") and Golden American and their wholly owned
subsidiaries. In addition, Equitable owned all the outstanding
capital stock of Locust Street Securities, Inc., Equitable
Investment Services, Inc. (subsequently dissolved), Directed
Services, Inc. ("DSI"), Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds
Distributor, Inc.). In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock and assumed approximately $400 million
in debt. As a result of this transaction, Equitable of Iowa
Companies was merged into PFHI, which was simultaneously renamed
Equitable of Iowa Companies, Inc. ("EIC" or "Parent"), a Delaware
corporation.

For financial statement purposes, the change in control of the
Companies through the ING merger was accounted for as a purchase
effective October 25, 1997. This merger resulted in a new basis of
accounting reflecting estimated fair values of assets and
liabilities at the merger date. As a result, the Companies'
financial statements for periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with
$227.6 million allocated to the Companies. Goodwill of $1.4
billion was established for the excess of the merger cost over the
fair value of the assets and liabilities of EIC with $151.1
million attributed to the Companies. Goodwill resulting

                                    40
from the merger is being amortized over 40 years on a straight-line
basis. The carrying value will be reviewed periodically for any
indication of impairment in value.

CHANGE IN CONTROL--ACQUISITION.  On August 13, 1996, Equitable
acquired all of the outstanding capital stock of BT Variable, Inc.
("BT Variable") and its wholly owned subsidiaries, Golden American
and DSI. After the acquisition, the BT Variable, Inc. name was
changed to EIC Variable, Inc. On April 30, 1997, EIC Variable,
Inc. was liquidated and its investments in Golden American and DSI
were transferred to Equitable, while the remainder of its net
assets were contributed to Golden American. On December 30, 1997,
EIC Variable, Inc. was dissolved.

For financial statement purposes, the change in control of Golden
American through the acquisition of BT Variable was accounted for
as a purchase effective August 14, 1996. This acquisition resulted
in a new basis of accounting reflecting estimated fair values of
assets and liabilities at the acquisition date. As a result, the
Companies' financial statements for the period August 14, 1996
through October 24, 1997 are presented on the Post-Acquisition
basis of accounting and for August 13, 1996 and prior periods are
presented on the Pre-Acquisition basis of accounting.

The purchase price was allocated to the three companies purchased
- BT Variable, DSI, and Golden American. The allocation of the
purchase price to Golden American was approximately $139.9
million. Goodwill of $41.1 million was established for the excess
of the acquisition cost over the fair value of the assets and
liabilities and attributed to Golden American. At June 30, 1997,
goodwill was increased by $1.8 million due to the adjustment of
the value of a receivable existing at the acquisition date. Before
the ING merger, goodwill resulting from the acquisition was being
amortized over 25 years on a straight-line basis.

THE FIRST NINE MONTHS OF 1999 COMPARED TO THE SAME PERIOD OF 1998

PREMIUMS.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED SEPTEMBER 30          1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
Variable annuity premiums:
  Separate account................    $1,783.5        64.9%         $702.1     $1,081.4
  Fixed account...................       539.4        55.6           192.8        346.6
                                      --------        ----          ------     --------
Total variable annuity premiums...     2,322.9        62.7           894.9      1,428.0
Variable life premiums............        7.0        (38.9)           (4.4)        11.4
                                      --------        ----          ------     --------
Total premiums....................    $2,329.9        61.9%         $890.5     $1,439.4
                                      ========        ====          ======     ========
For the Companies' variable contracts, premiums collected are not reported as
revenues, but as deposits to insurance liabilities. Revenues for these
products are recognized over time in the form of investment income and
product charges.

Variable annuity separate account premiums increased 64.9% during the
first nine months of 1999. The fixed account portion of the Companies'
variable annuity premiums increased 55.6% during the first nine months
of 1999.  These increases resulted from increased sales of the Premium
Plus variable annuity product.

Premiums, net of reinsurance, for variable products from two
significant broker/dealers each having at least ten percent of total
sales for the nine months ended September 30, 1999 totaled $664.2
million, or 29% of total premiums ($142.6 million, or 10%, from the
one significant broker/dealer for the nine months ended September 30,
1998).

                                    41
REVENUES.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED JUNE 30                1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
Annuity and interest sensitive
  life product charges............    $  55.2        104.5%        $ 28.2       $ 27.0
Management fee revenue............        6.8        107.4            3.5          3.3
Net investment income.............       42.7         45.7           13.4         29.3
Realized gains(losses) on
  investments.....................       (2.2)      (607.5)          (2.6)         0.4
Other income......................        7.4         55.0            2.6          4.8
                                      -------       ------         ------       ------
Total premiums....................    $ 109.9         69.6%        $ 45.1       $ 64.8
                                      =======       ======         ======       ======
Total revenues increased 69.6% in the first nine months of 1999 from
the same period in 1998. Annuity and interest sensitive life product
charges increased 104.5% in the first nine months of 1999 due to
additional fees earned from the increasing block of business
in the separate accounts.

Golden American provides certain managerial and supervisory services
to Directed Services, Inc. ("DSI"). The fee paid to Golden American
for these services, which is calculated as a percentage of average
assets in the variable separate accounts, was $6.8 million and $3.3
million for the first nine months of 1999 and 1998, respectively.

Net investment income increased 45.7% in the first nine months of 1999
due to growth in invested assets from September 30, 1998.  The
Companies had $2.2 million of realized losses resulting from the
writedown of two fixed maturities in the second quarter of 1999 and
from the sale of investments in the first nine months of 1999,
compared to gains of $0.4 million in the same period of 1998.  Other
income increased $2.6 million to $7.4 million in the first nine months
of 1999 due primarily to income received due to a modified coinsurance
agreement with an unaffiliated reinsurer, which was offset by a
reduction in the Companies' deferred policy acquisition costs.

EXPENSES. Total insurance benefits and expenses increased $44.5
million, or 84.6%, to $97.0 million in the first nine months of 1999.
Interest credited to account balances increased $61.3 million, or
95.6%, to $125.4 million in the first nine months of 1999.  The extra
credit bonus on the Premium Plus variable annuity product increased
$49.9 million to $85.7 million at September 30, 1999 resulting in an
increase in interest credited during the first nine months of 1999
compared to the same period in 1998.  The bonus interest on the fixed
account increased $2.6 million to $7.6 million at September 30, 1999
resulting in an increase in interest credited during the first nine
months of 1999 compared to the same period in 1998. The remaining
increase in interest credited relates to higher account balances
associated with the Companies' fixed account option within the
variable products.

Commissions increased $49.6 million, or 58.4%, to $134.6 million in
the first nine months of 1999. Insurance taxes, state licenses, and
fees increased $0.9 million, or 32.3%, to $3.5 million in the first
nine months of 1999. Changes in commissions and insurance taxes, state
licenses, and fees are generally related to changes in the level and
composition of variable product sales. Insurance taxes, state
licenses, and fees are impacted by several other factors, which
include an increase in FICA taxes primarily due to bonuses and
expenses for the triennial insurance department examination of Golden
American.  Most costs incurred as the result of sales have been deferred,
thus having very little impact on current earnings.

General expenses increased $24.1 million, or 102.5%, to $47.6 million
in the first nine months of 1999. Management expects general expenses
to continue to increase in 1999 as a result of the emphasis on
expanding the salaried wholesaler distribution network and the growth
in sales.  The Companies use a network of wholesalers to distribute
products and the salaries and sales bonuses of these wholesalers are
included in

                                    42
general expenses. The portion of these salaries and
related expenses that varies directly with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from DSI and Equitable Life, an affiliate, for certain advisory,
computer, and other resources and services provided by Golden
American.

The Companies' previous balances of deferred policy acquisition costs
("DPAC"), value of purchased insurance in force ("VPIF"), and unearned
revenue reserve were eliminated and an asset of $44.3 million
representing VPIF was established for all policies in force at the
merger date.  During the first nine months of 1999, VPIF was adjusted
to increase amortization by $0.7 million to reflect changes in the
assumptions related to the timing of estimated gross profits.  During
the first nine months of 1998, VPIF decreased $2.7 million to adjust
the value of other receivables and increased $0.2 million as a result
of an adjustment to the merger costs.  Amortization of DPAC increased
$15.7 million, or 390.7%, in the first nine months of 1999.  This
increase resulted from growth in policy acquisition costs deferred
from $133.6 million at September 30, 1998 to $244.8 million at
September 30, 1999, which was generated by expenses associated with
the large sales volume experienced since September 30, 1998.  Based on
current conditions and assumptions as to the impact of future events
on acquired policies in force, the expected approximate net
amortization relating to VPIF as of September 30, 1999 is $1.1 million
for the remainder of 1999, $4.3 million in 2000, $4.0 million in 2001,
$3.6 million in 2002, $3.2 million in 2003, and $2.4 million in 2004.
Actual amortization may vary based upon changes in assumptions and
experience.

Amortization of goodwill during the first nine months of 1999 totaled
$2.8 million, unchanged from the first nine months of 1998.  Goodwill
resulting from the merger is being amortized on a straight-line basis
over 40 years.

Interest expense on the $25 million surplus note issued in December
1996 and expiring December 2026 was $1.5 million in the first nine
months of 1999, unchanged from the same period of 1998.  Interest
expense on the $60 million surplus note issued in December 1998 and
expiring December 2028 was $3.3 million in the first nine months of
1999. Golden American also paid $0.7 million in the first nine months
of 1999 compared to $1.3 million in the same period of 1998 to ING
America Insurance Holdings, Inc. ("ING AIH") for interest on the
reciprocal loan agreement. Interest expense on the revolving note
payable with SunTrust Bank, Atlanta was $0.1 million for the first
nine months of 1999.  In addition, Golden American paid interest of
$0.2 million during the first quarter of 1998 on the line of
credit with Equitable, which was repaid with a capital contribution
from the Parent and with funds borrowed from ING AIH.

INCOME.  Net income for the first nine months of 1999 was $3.6
million, a decrease of $1.3 million from net income of $4.9 million in
the same period of 1998.

Comprehensive loss for the first nine months of 1999 was $18,000, a
decrease of $5.5 million from comprehensive income of $5.5 million in
the same period of 1998.

                                    43
1998 COMPARED TO 1997

The following analysis combines Post-Merger and Post-Acquisition
activity for 1997.

PREMIUMS.

                          POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                              For the Period   |  For the Period
                          For the Year      For the Year     October 25, 1997  |  January 1, 1997
                             ended              ended            through       |      through
                       December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                       -----------------  -----------------  ----------------- | ----------------
                                                    (Dollars in millions)      |
|
Variable annuity                                                               |
  premiums:                                                                    |
  Separate account....      $1,513.3            $291.2             $111.0      |      $180.2
  Fixed account.......         588.7             318.0               60.9      |       257.1
                            --------            ------             ------      |      ------
                             2,102.0             609.2              171.9      |       437.3
Variable life                                                                  |
  premiums............          13.8              15.6                1.2      |        14.4
                            --------            ------             ------      |      ------
Total premiums........      $2,115.8            $624.8             $173.1      |      $451.7
                            ========            ======             ======      |      ======
For the Companies' variable contracts, premiums collected are not
reported as revenues, but are reported as deposits to insurance
liabilities. Revenues for these products are recognized over time in
the form of investment income and product charges.

Variable annuity separate account premiums increased 419.7% in 1998
primarily due to increased sales of the Premium Plus product
introduced in October of 1997 and the increased sales levels of the
Companies' other products. The fixed account portion of the Companies'
variable annuity premiums increased 85.1% in 1998. Variable life
premiums decreased 11.4% in 1998. Total premiums increased 238.7% in
1998.

During 1998, the Companies' sales were further diversified among
broker/dealers. Premiums, net of reinsurance, for variable products
from two significant broker/dealers having at least ten percent of
total sales for the year ended December 31, 1998 totaled $580.7
million, or 27% of premiums ($328.2 million, or 53% from two
significant broker/dealers for the year ended December 31, 1997).

REVENUES.

                           POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                               For the Period   |  For the Period
                           For the Year      For the Year     October 25, 1997  |  January 1, 1997
                              ended              ended            through       |      through
                        December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                        -----------------  -----------------  ----------------- | ----------------
                                                     (Dollars in millions)      |
|
Annuity and interest                                                            |
  sensitive life                                                                |
  product charges......       $39.1              $22.1              $3.8        |      $18.3
Management fee                                                                  |
  revenue..............         4.8                2.8               0.5        |        2.3
Net investment                                                                  |
  income...............        42.5               26.8               5.1        |       21.7
Realized gains (losses)                                                         |
  on investments.......        (1.5)               0.1                --        |        0.1
Other income...........         5.6                0.7               0.3        |        0.4
                              -----              -----              ----        |      -----
                              $90.5              $52.5              $9.7        |      $42.8
                              =====              =====              ====        |      =====
44
Total revenues increased 72.3%, or $38.0 million, to $90.5 million in
1998. Annuity and interest sensitive life product charges increased
76.8%, or $17.0 million, to $39.1 million in 1998 due to additional
fees earned from the increasing block of business under management in
the separate accounts and an increase in surrender charge revenues.
This increase was partially offset by the elimination of the unearned
revenue reserve related to in force acquired business at the merger
date, which resulted in lower annuity and interest sensitive life
product charges compared to Post-Acquisition levels.

Golden American provides certain managerial and supervisory services
to DSI. The fee paid to Golden American for these services, which is
calculated as a percentage of average assets in the variable separate
accounts, was $4.8 million for 1998 and $2.8 million for 1997.

Net investment income increased 58.6%, or $15.7 million, to $42.5
million in 1998 from $26.8 million in 1997 due to growth in invested
assets. During 1998, the Company had net realized losses on
investments of $1.5 million, which included a $1.0 million write down
of two impaired bonds, compared to gains of $0.1 million in 1997.
Other income increased $4.9 million to $5.6 million in 1998 due
primarily to income received under a modified coinsurance agreement
with an unaffiliated reinsurer as a result of increased sales.

EXPENSES.

                          POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                              For the Period   |  For the Period
                          For the Year      For the Year     October 25, 1997  |  January 1, 1997
                             ended              ended            through       |      through
                       December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                       -----------------  -----------------  ----------------- | ----------------
                                                    (Dollars in millions)      |
|
Insurance benefits                                                             |
  and expenses:                                                                |
Annuity and interest                                                           |
  sensitive life                                                               |
  benefits:                                                                    |
  Interest credited to                                                         |
    account balances..      $94.9               $26.7              $7.4        |      $19.3
  Benefit claims                                                               |
    incurred in excess                                                         |
    of account                                                                 |
    balances..........        2.1                 0.1                --        |        0.1
Underwriting,                                                                  |
  acquisition, and                                                             |
  insurance expense:                                                           |
  Commission..........      121.2                36.3               9.4        |       26.9
  General Expenses....       37.6                17.3               3.4        |       13.9
  Insurance taxes.....        4.1                 2.3               0.5        |        1.8
  Policy acquisition                                                           |
  costs deferred           (197.8)              (42.7)            (13.7)       |      (29.0)
  Amortization:                                                                |
    Deferred policy                                                            |
      acquisition                                                              |
      costs...........        5.1                 2.6               0.9        |        1.7
    Value of purchased                                                         |
      insurance in                                                             |
      force...........        4.7                 6.1               0.9        |        5.2
    Goodwill............      3.8                 2.0               0.6        |        1.4
                           ------               -----             -----        |      -----
                           $ 75.7               $50.7             $ 9.4        |      $41.3
                           ======               =====             =====        |      =====
Total insurance benefits and expenses increased 49.2%, or $25.0
million, in 1998 from $50.7 million in 1997. Interest credited to
account balances increased 255.4%, or $68.2 million, in 1998 from
$26.7 in 1997. The extra credit bonus on the Premium Plus product
introduced in October of 1997 generated a $51.6 million increase in
interest credited during 1998 compared to 1997. The remaining increase
in interest credited related to higher account balances associated
with the Companies' fixed account option within its variable products.

                                    45
Commissions increased 234.2%, or $84.9 million, in 1998 from $36.3
million in 1997. Insurance taxes increased 77.0%, or $1.8 million, in
1998 from $2.3 million in 1997. Changes in commissions and insurance
taxes are generally related to changes in the level of variable
product sales. Insurance taxes are impacted by several other factors,
which include an increase in FICA taxes primarily due to bonuses. Most
costs incurred as the result of new sales including the extra credit
bonus were deferred, thus having very little impact on current
earnings.

General expenses increased 117.7%, or $20.3 million, in 1998 from
$17.3 million in 1997. Management expects general expenses to continue
to increase in 1999 as a result of the emphasis on expanding the
salaried wholesaler distribution network. The Companies use a network
of wholesalers to distribute products and the salaries of these
wholesalers are included in general expenses. The portion of these
salaries and related expenses that varies with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from Equitable Life, an affiliate, for certain advisory, computer and
other resources and services provided by Golden American.

At the merger date, the Companies' deferred policy acquisition costs
("DPAC"), previous balance of value of purchased insurance in force
("VPIF") and unearned revenue reserve were eliminated and a new asset
of $44.3 million representing VPIF was established for all policies in
force at the merger date. During 1998, VPIF was adjusted to reduce
amortization by $0.2 million to reflect changes in the assumptions
related to the timing of future gross profits. VPIF decreased $2.6
million in the second quarter of 1998 to adjust the value of other
receivables recorded at the time of merger and increased $0.2 million
in the first quarter of 1998 as the result of an adjustment to the
merger costs. The amortization of VPIF and DPAC increased $1.1
million, or 13.0%, in 1998. During the second quarter of 1997, VPIF
was adjusted by $2.3 million to reflect narrower spreads than the
gross profit model assumed.

Amortization of goodwill for the year ended December 31, 1998 totaled
$3.8 million compared to $2.0 million for the year ended December 31,
1997.

Interest expense on the $25 million surplus note issued December 1996
and expiring December 2026 was $2.1 million for the year ended
December 31, 1998, unchanged from the same period of 1997. In
addition, Golden American incurred interest expense of $0.2 million in
1998 compared to $0.5 million in 1997 on the line of credit with
Equitable which was repaid with a capital contribution. Golden
American also paid $1.8 million in 1998 to ING America Insurance
Holdings, Inc. ("ING AIH") for interest on the reciprocal loan
agreement. Interest expense on the revolving note payable with
SunTrust Bank, Atlanta was $0.3 million for the year ended December
31, 1998.

INCOME.  Net income for 1998 was $5.1 million, an increase of $4.8
million from $0.3 million in 1997.

Comprehensive income for 1998 was $3.9 million, an increase of $1.8
million from $2.1 million in 1997.

1997 COMPARED TO 1996

The following analysis combines Post-Merger and Post-Acquisition
activity for 1997 and Post-Acquisition and Pre-Acquisition activity
for 1996 for comparison purposes.  Such a comparison does not
recognize the impact of the purchase accounting and goodwill
amortization except for the periods after August 13, 1996.

                                    46
PREMIUMS.

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Variable annuity                                   |                   |
  premiums:                                        |                   |
  Separate account.............       $111.0       |       $291.2      |      $180.2
  Fixed account................         60.9       |        318.0      |       257.1
                                      ------       |       ------      |      ------
                                       171.9       |        609.2      |       437.3
Variable life premiums.........          1.2       |        15.6       |        14.4
                                      ------       |       ------      |      ------
Total premiums.................       $173.1       |       $624.8      |      $451.7
                                      ======       |       ======      |      ======
POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Variable annuity                                   |                   |
  premiums:                                        |                   |
  Separate account.............       $ 51.0       |       $182.4      |      $131.4
  Fixed account................        118.3       |        245.3      |       127.0
                                      ------       |       ------      |      ------
                                       169.3       |        427.7      |       258.4
Variable life premiums.........          3.6       |         14.1      |        10.5
                                      ------       |       ------      |      ------
Total premiums.................       $172.9       |       $441.8      |      $268.9
                                      ======       |       ======      |      ======
Variable annuity separate account and variable life premiums increased
59.6% and 10.1%, respectively in 1997. During 1997, stock market
returns, a relatively low interest rate environment and flat yield
curve have made returns provided by variable annuities and mutual funds
more attractive than fixed rate products such as certificates of
deposits and fixed annuities. The fixed account portion of the
Companies' variable annuity premiums increased 29.7% in 1997 due to
the Companies' marketing emphasis on fixed rates during the second
and third quarters.  Premiums, net of reinsurance, for variable
products from two significant broker/dealers having at least ten
percent of total sales for the year ended December 31, 1997, totaled
$328.2 million, or 53% of premiums ($298.0 million or 67% from two
significant broker/dealers for the year ended December 31, 1996).

                                    47
REVENUES.

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Annuity and interest sensitive                     |                   |
  life product charges.........        $3.8        |       $22.1       |      $18.3
Management fee revenue.........         0.5        |         2.8       |        2.3
Net investment income..........         5.1        |        26.8       |       21.7
Realized gains (losses) on                         |                   |
  investments..................          --        |         0.1       |        0.1
Other Income...................         0.3        |         0.7       |        0.4
                                       ----        |       -----       |      -----
                                       $9.7        |       $52.5       |      $42.8
                                       ====        |       =====       |      =====
POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Annuity and interest sensitive                     |                   |
  life product charges.........       $ 8.8        |       $21.0       |      $12.2
Management fee revenue.........         0.9        |         2.3       |        1.4
Net investment income..........         5.8        |        10.8       |        5.0
Realized gains (losses) on                         |                   |
  investments..................          --        |        (0.4)      |       (0.4)
Other income                            0.5        |         0.6       |        0.1
                                      -----        |       -----       |      -----
                                      $16.0        |       $34.3       |      $18.3
                                      =====        |       =====       |      =====
Total revenues increased 53.3%, or $18.2 million, to $52.5 million in
1997.  Annuity and interest sensitive life product charges increased
5.2%, or $1.1 million in 1997 due to additional fees earned from the
increasing block of business under management in the Separate Accounts
and an increase in the collection of surrender charges.

Golden American provides certain managerial and supervisory services
to DSI.  This fee, calculated as a percentage of average assets in the
variable separate accounts, was $2.8 million for 1997 and $2.3 million
for 1996.

Net investment income increased 148.3%, or $16.0 million, to $26.8
million in 1997 from $10.8 million in 1996  due to growth in invested
assets.  During 1997, the Company had net realized gains on the
disposal of investments, which were the result of voluntary sales, of
$0.1 million compared to net realized losses of $0.4 million in 1996.

                                    48
EXPENSES.

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Insurance benefits and                             |                   |
  expenses:                                        |                   |
  Annuity and interest                             |                   |
    sensitive life benefits:                       |                   |
  Interest credited to account                     |                   |
    balances...................       $  7.4       |       $ 26.7      |      $ 19.3
  Benefit claims incurred in                       |                   |
    excess of account balances.           --       |          0.1      |         0.1
Underwriting, acquisition and                      |                   |
  insurance expenses:                              |                   |
  Commissions..................          9.4       |         36.3      |        26.9
  General expenses.............          3.4       |         17.3      |        13.9
  Insurance taxes..............          0.5       |          2.3      |         1.8
  Policy acquisition costs                         |                   |
    deferred...................        (13.7)      |        (42.7)     |       (29.0)
Amortization:                                      |                   |
  Deferred policy acquisition                      |                   |
    costs......................          0.9       |          2.6      |         1.7
  Present value of in force                        |                   |
    acquired...................          0.9       |          6.1      |         5.2
  Goodwill.....................          0.6       |          2.0      |         1.4
                                      ------       |       ------      |      ------
                                      $  9.4       |       $ 50.7      |      $ 41.3
                                      ======       |       ======      |      ======
POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Insurance benefits and                             |                   |
    expenses:                                      |                   |
  Annuity and interest sensitive                   |                   |
    life benefits:                                 |                   |
    Interest credited to account                   |                   |
      balances..................      $  5.7       |       $ 10.1      |      $  4.4
    Benefit claims incurred in                     |                   |
      excess of account                            |                   |
      balances..................         1.3       |          2.2      |         0.9
  Underwriting, acquisition and                    |                   |
    insurance expenses:                            |                   |
    Commissions.................         9.9       |         26.5      |        16.6
    General expenses............         5.9       |         15.3      |         9.4
    Insurance taxes.............         0.7       |          1.9      |         1.2
    Policy acquisition costs....                   |                   |
      deferred                         (11.7)      |        (31.0)     |       (19.3)
  Amortization:                                    |                   |
    Deferred policy acquisition                    |                   |
      costs.....................         0.2       |          2.6      |         2.4
    Present value of in force                      |                   |
      acquired..................         2.7       |          3.7      |         1.0
    Goodwill....................         0.6       |          0.6      |          --
                                      ------       |       ------      |      ------
                                      $ 15.3       |       $ 31.9      |      $ 16.6
                                      ======       |       ======      |      ======
Total insurance benefits and expenses increased 59.3%, or $18.8
million, in 1997 from $31.9 million in 1996. Interest credited to
account balances increased 164.4%, or $16.6 million, in 1997 as a
result of higher account balances associated with the Company's fixed
account option within its variable products.

Commissions increased 37.3%, or $9.8 million, in 1997 from $26.5
million in 1996.  Insurance taxes increased 23.3%, or $0.4 million, in
1997 from $1.9 million in 1996.  Increases and decreases in
commissions and insurance taxes are generally related to changes in
the level of variable product sales.

                                    49
Insurance taxes are also impacted by several other factors which include
an increase in FICA taxes primarily due to bonuses and an increase in
state licenses and fees.  Most costs incurred as the result of new sales
were deferred, thus having very little impact on earnings.

General expenses increased 12.6%, or $2.0 million, in 1997 from $15.3
million in 1996 due in part to certain expenses associated with the
merger occurring on October 24, 1997.  In addition, the Company uses a
network of wholesalers to distribute its products and the salaries of
these wholesalers are included in general expenses.  The portion of
these salaries and related expenses which vary with sales production
levels are deferred, thus having little impact on earnings.  This
increase in general expenses was partially offset by reimbursements
received from Equitable Life, an affiliate, for certain advisory,
computer and other resources and services provided by Golden American.

During the second quarter of 1997, present value of in force acquired
("PVIF") was unlocked by $2.3 million to reflect narrower current
spreads than the gross profit model assumed.  The Company's deferred
policy acquisition costs ("DPAC"), previous balance of PVIF and
unearned revenue reserve, as of the merger date, were eliminated and
an asset of $44.3 million representing PVIF was established for all
policies in force at the merger date.  The amortization of PVIF and
DPAC increased $2.4 million, or 37.1%, in 1997. Based on current
conditions and assumptions as to the impact of future events on
acquired policies in force, the expected approximate net amortization
for the next five years, relating to the PVIF as of December 31, 1997,
is $6.2 million in 1998, $6.0 million in 1999, $5.6 million in 2000,
$5.0 million in 2001 and $4.2 million in 2002.

Amortization of goodwill for the year ended December 31, 1997 totaled
$2.0 million compared to $0.6 million for the year ended December 31,
1996.

Interest expense on the $25 million surplus note issued December 1996
was $2.0 million for the year ended December 31, 1997.  Interest on
any line of credit borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%.  During
1997, the Company paid $0.6 million to Equitable for interest on the
line of credit.

INCOME.  Net income on a combined basis for 1997 was $0.3 million, a
decrease of $3.2 million, or 91.4%, from 1996.

                          FINANCIAL CONDITION
RATINGS.  During 1998, the Companies' ratings were upgraded by
Standard & Poor's Rating Services ("Standard & Poor's") from AA to
AA+. During the first quarter of 1999, the Companies' ratings were
upgraded by Duff & Phelps Credit Rating Company from AA+ to AAA.

INVESTMENTS.  The financial statement carrying value and amortized
cost basis of the Companies' total investment portfolio grew 8.7% and
10.5%, respectively, during the first nine months of 1999.  All of the
Companies' investments, other than mortgage loans on real estate, are
carried at fair value in the Companies' financial statements. As such,
growth in the carrying value of the Companies' investment portfolio
included changes in unrealized appreciation and depreciation of fixed
maturities as well as growth in the cost basis of these securities.
Growth in the cost basis of the Companies' investment portfolio
resulted from the investment of premiums from the sale of the
Companies' fixed account options. The Companies manage the growth of
insurance operations in order to maintain adequate capital ratios. To
support the fixed account options of the Companies' variable insurance
products, cash flow was invested primarily in fixed maturities and
short-term investments.

At September 30, 1999 and December 31, 1998, the Companies had no
investments in default. At September 30, 1999 and December 31, 1998,
the Companies' investment portfolio had a yield of 6.6% and 6.4%,
respectively.

                                    50
The Companies estimate the total investment portfolio, excluding
policy loans, had a fair value approximately equal to 98.0%
of amortized cost value at September 30, 1999 (100.2% at December
31, 1998).

Fixed Maturities: At September 30, 1999, the Companies had fixed
maturities with an amortized cost of $815.0 million and an estimated
fair value of $798.7 million. At December 31, 1998, the Companies had
fixed maturities with an amortized cost of $739.8 million and an
estimated fair value of $742.0 million.

The Companies classify 100% of securities as available for sale. At
September 30, 1999, net unrealized depreciation on fixed maturities of
$16.3 million was comprised of gross appreciation of $0.8 million and
gross depreciation of $17.1 million.  Net unrealized holding losses on
these securities, net of adjustments to VPIF, DPAC, and deferred
income taxes of $4.0 million, was included in stockholder's equity at
September 30, 1999.  At December 31, 1998 net unrealized appreciation
of fixed maturities of $2.2 million was comprised of gross
appreciation of $6.7 million and gross depreciation of $4.5 million.
Net unrealized holding gains on these securities, net of adjustments
to VPIF, DPAC, and deferred income taxes of $1.0 million was included
in stockholder's equity at December 31, 1998.

The individual securities in the Companies' fixed maturities portfolio
(at amortized cost) include investment grade securities, which include
securities issued by the U.S. government, its agencies, and
corporations, that are rated at least A- by Standard & Poor's ($528.0
million or 64.8% at September 30, 1999 and $477.4 million or 64.5% at
December 31, 1998), that are rated BBB+ to BBB- by Standard & Poor's
($138.0 million or 16.9% at September 30, 1999 and $124.0 million or
16.8% at December 31, 1998) and below investment grade securities
which are securities issued by corporations that are rated BB+ to CCC-
by Standard & Poor's ($72.3 million or 8.9% at September 30, 1999 and
$51.6 million or 7.0% at December 31, 1998). Securities not rated by
Standard & Poor's had a National Association of Insurance
Commissioners ("NAIC") rating of 1, 2, 3 or 4 ($76.7 million or 9.4%
at September 30, 1999 and $86.8 million or 11.7% at December 31,
1998). The Companies' fixed maturity investment portfolio had a
combined yield at amortized cost of 6.6% at September 30, 1999 and
6.5% at December 31, 1998.

Fixed maturities rated BBB+ to BBB- may have speculative
characteristics and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity of the
issuer to make principal and interest payments than is the case with
higher rated fixed maturities.

At September 30, 1999, the amortized cost value of the Companies'
total investment in below investment grade securities, excluding
mortgage-backed securities, was $73.7 million, or 7.4%, of the
Companies' investment portfolio ($52.7 million, or 5.9%, at December
31, 1998).  The Companies intend to purchase additional below
investment grade securities but do not expect the percentage of the
portfolio invested in such securities to exceed 10% of the investment
portfolio.  At September 30, 1999, the yield at amortized cost on the
Companies' below investment grade portfolio was 7.8% compared to 6.6%
for the Companies' investment grade corporate bond portfolio.  AAt
December 31, 1998, the yield at amortized cost on the Companies' below
investment grade portfolio was 7.9% compared to 6.4% for the
Companies' investment grade corporate bond portfolio.  The Companies
estimate the fair value of the below investment grade portfolio was
$70.5 million, or 95.6% of amortized cost value, at September 30, 1999
($51.7 million, or 98.1% of amortized cost value, at December 31,
1998).

Below investment grade securities have different characteristics than
investment grade corporate debt securities. Risk of loss upon default
by the borrower is significantly greater with respect to below
investment grade securities than with other corporate debt securities.
Below investment grade securities are generally unsecured and are
often subordinated to other creditors of the issuer. Also, issuers of
below investment grade securities usually have higher levels of debt
and are more sensitive to adverse economic conditions, such as a
recession or increasing interest rates, than are investment grade
issuers. The Companies attempt to reduce the overall risk in the below
investment grade portfolio, as in all investments, through careful
credit analysis, strict investment policy guidelines, and
diversification by company and by industry.

                                    51
The Companies analyze the investment portfolio, including below
investment grade securities, at least quarterly in order to determine
if the Companies' ability to realize the carrying value on any
investment has been impaired. For debt and equity securities, if
impairment in value is determined to be other than temporary (i.e. if
it is probable the Companies will be unable to collect all amounts due
according to the contractual terms of the security), the cost basis of
the impaired security is written down to fair value, which becomes the
new cost basis. The amount of the write-down is included in earnings
as a realized loss. Future events may occur, or additional or updated
information may be received, which may necessitate future write-downs
of securities in the Companies' portfolio. Significant write-downs in
the carrying value of investments could materially adversely affect
the Companies' net income in future periods.

During the nine months ended September 30, 1999 and Ifor the year
ended December 31, 1998, fixed maturities designated as available for
sale with a combined amortized cost of $170.6 million and $145.3
million, respectively, were called or repaid by their issuers. In
total, net pre-tax losses from sales, calls, and repayments of fixed
maturities amounted to $2.2 million and $0.5 million, for the first
nine months of 1999 and for the year ended December 31, 1998,
respectively.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value. As a result, at December 31, 1998, Golden American
recognized a total pre-tax loss of approximately $1.0 million to
reduce the carrying value of the bonds to their combined net
realizable value of $2.9 million.  During the second quarter of 1999,
further information was received regarding these bonds and Golden
American determined that the carrying value of the two bonds exceeded
their estimated net realizeable value.  As a result, at June 30, 1999
Golden American recognized a total pre-tax loss of approximately $1.6
million to further reduce the carrying value of the bonds to their
combined net realizeable value of $1.1 million.

Equity Securities: At September 30, 1999 and December 31, 1998,
Eequity securities represented 1.5% and 1.6%, respectively, of the
Companies' investment portfolio. At September 30, 1999 and December
31, 1998, the Companies owned equity securities with a cost of $14.4
million and an estimated fair value of $13.7 million and $11.5
million, respectively.  At September 30, 1999, net unrealized
depreciation of equity securities of $0.7 million was comprised of
gross appreciation of $0.3 million and gross depreciation of
$1.0 million at December 31, 1998 net unrealized depreciation of
equity securities was comprised entirely of gross depreciation of
$2.9 million .  Equity securities are primarily comprised of
investments in shares of the mutual funds underlying the Companies'
registered separate accounts.

Mortgage Loans on Real Estate: Mortgage loans on real estate
represented 9.5% and 10.9% of the Companies' investment portfolio at
September 30, 1999 and at December 31, 1998, respectively. Mortgages
outstanding at amortized cost were $93.9 million September 30, 1999
with an estimated fair value of $91.2 million. Mortgages outstanding
were $97.3 million at December 31, 1998 with an estimated fair value
of $99.8 million. At September 30, 1999, the Companies' mortgage loan
portfolio included 57 loans with an average size of $1.6 million and
average seasoning of 0.8 years if weighted by the number of loans. At
December 31, 1998, Tthe Companies' mortgage loan portfolio includeds
57 loans with an average size of $1.7 million and average seasoning of
0.9 years if weighted by the number of loans. The Companies' mortgage
loans on real estate are typically secured by occupied buildings in
major metropolitan locations and not speculative developments and are
diversified by type of property and geographic location.

Mortgage loans on real estate have been analyzed by geographical
location with concentrations by state identified as California (12% in
1998 and 1997), Utah (11% in 1998, 13% in 1997) and Georgia (10% in
1998, 11% in 1997).  There are no other concentrations of mortgage
loans in any state exceeding ten percent at December 31, 1998 and
1997.  Mortgage loans on real estate have also been analyzed by
collateral type with significant concentrations identified in office
buildings (36% in 1998, 43% in 1997), industrial buildings (32% in
1998, 33% in 1997) and retail facilities (20% in 1998, 15% in 1997).
As of September 30, 1999, there have been no significant changes to
the concentrations of mortgage loans on real estate compared to December
31, 1998.  At September 30, 1999 and December 31, 1998, the yield on
the Companies' mortgage loan portfolio was 7.3%.

                                    52
At September 30, 1999 and December 31, 1998, no mortgage loan on real
estate was delinquent by 90 days or more. The Companies' loan
investment strategy is consistent with other life insurance
subsidiaries of ING in the U.S. The insurance subsidiaries of EIC have
experienced a historically low default rate in their mortgage loan
portfolios.

OTHER ASSETS.  Accrued investment income increased $2.3 million during
the first nine months of 1999 due to an increase in the overall size
of the portfolio resulting from the investment of premiums allocated
to the fixed account options of the Companies' variable products.

DPAC represents certain deferred costs of acquiring insurance
business, principally first year commissions and interest bonuses,
extra credit bonuses and other expenses related to the production of
new business after the merger. The Companies' previous balances of
DPAC and VPIF were eliminated as of the merger date, and an asset
representing VPIF was established for all policies in force at the
merger date. VPIF is amortized into income in proportion to the
expected gross profits of in force acquired business in a manner
similar to DPAC amortization. Any expenses which vary directly with
the sales of the Companies' products are deferred and amortized. At
September 30, 1999, the Companies had DPAC and VPIF balances of $439.2
million and $33.0 million ($205.0 million and $36.0 million,
respectively at December 31, 1998). During the first nine months of
1998, VPIF decreased $2.7 million to adjust the value of other
receivables and increased $0.2 million as a result of an adjustment to
the merger costs.

Property and equipment increased $5.7 million, or 77.1%, during the
first nine months of 1999, due to the purchase of furniture and other
equipment for Golden American's new offices in West Chester,
Pennsylvania.  Property and equipment increased $5.8 million during
1998, due to installation of a new policy administration system,
introduction of an imaging system as well as the growth in the
business.

Goodwill totaling $151.1 million, representing the excess of the
acquisition cost over the fair value of net assets acquired, was
established at the merger date. Accumulated amortization of goodwill
as of September 30, 1999 and December 31, 1998 was $7.2 million and
$4.4 million, respectively.

Other assets increased $35.8 million during the first nine months of
1999 due mainly to an increase in a receivable from the separate
account.  Other assets increased $5.5 million during 1998 due mainly
to an increase in amounts due from an unaffiliated reinsurer under a
modified coinsurance agreement.

At September 30, 1999, the Companies had $5.6 billion of separate
account assets compared to $3.4 billion at December 31, 1998. The
increase in separate account assets resulted from market appreciation,
increased transfer activity, and sales of the Companies' variable
annuity products, net of redemptions. At December 31, 1998, the
Companies had $3.4 billion of separate account assets compared to $1.6
billion at December 31, 1997. The increase in separate account assets
resulted from market appreciation and growth in sales of the
Companies' variable annuity products, net of redemptions.

At September 30, 1999, the Companies had total assets of $7.3 billion,
a 53.9% increase from December 31, 1998.  At December 31, 1998,
the Companies had total assets of $4.8 billion, an increase of 94.3%
from December 31, 1997.

LIABILITIES.  In conjunction with the volume of variable annuity
sales, the Companies' total liabilities increased $2.5 billion, or
55.9%, during the first nine months of 1999 and totaled $6.9 billion
at September 30, 1999.  At September 30, 1999, future policy benefits
for annuity and interest sensitive life products increased $128.3
million, or 14.6%, to $1.0 billion reflecting premium growth in the
Companies' fixed account options of its variable products, net of
transfers to the separate accounts. Market appreciation, increased
transfer activity, and premiums, net of redemptions, accounted for the
$2.2 billion, or 64.9%, increase in separate account liabilities to
$5.6 billion at September 30, 1999.

In conjunction with the volume of variable annuity sales, the
Companies' total liabilities increased $2.2 billion, or 98.2%, during
1998 and totaled $4.4 billion at December 31, 1998. Future policy
benefits for annuity and interest sensitive life products increased
$375.8 million, or 74.4%, to $881.1 million reflecting premium growth
in the Companies' fixed account option of its variable products.
Market appreciation and premium growth, net of redemptions, accounted
for the $1.7 billion, or 106.3%, increase in separate account
liabilities to $3.4 billion at December 31, 1998.

                                    53
On September 30, 1999, Golden American issued a $75 million, 7.75%
surplus note to ING AIH, which matures on September 29, 2029.

On December 30, 1998, Golden American issued a $60 million, 7.25%
surplus note to Equitable Life, which matures on December 29, 2028.

On December 17, 1996, Golden American issued a $25 million, 8.25%
surplus note to Equitable which matures on December 17, 2026. As a
result of the merger, the surplus note is now payable to EIC.

At September 30, 1999, other liabilities increased $47.5 million from
$32.6 million at December 31, 1998, due primarily to increases in
securities payables and remittances to be applied.

At December 31, 1998, other liabilities increased $15.3 million from
$17.3 million at December 31, 1997, due primarily to increases in
accounts payable, outstanding checks, guaranty fund assessment
liability, and pension liability.

The effects of inflation and changing prices on the Companies'
financial position are not material since insurance assets and
liabilities are both primarily monetary and remain in balance. An
effect of inflation, which has been low in recent years, is a decline
in stockholder's equity when monetary assets exceed monetary
liabilities.

STOCKHOLDER'S EQUITY. Additional paid-in capital increased $100.0
million, or 28.8%, from December 31, 1998 to $447.6 million at
September 30, 1999 due to capital contributions from the Parent.
Additional paid-in capital increased $122.6 million, or 54.5%, from
December 31, 1997 to $347.6 million at December 31, 1998 primarily due
to capital contributions from the Parent.

                    LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Companies to generate sufficient cash
flows to meet the cash requirements of operating, investing, and
financing activities. The Companies' principal sources of cash are
variable annuity premiums and product charges, investment income,
maturing investments, proceeds from debt issuance, and capital
contributions made by the Parent. Primary uses of these funds are
payments of commissions and operating expenses, interest and extra
premium credits, investment purchases, repayment of debt, as well as
withdrawals and surrenders.

Net cash used in operating activities was $60.0 million in the first
nine months of 1999 compared to $22.7 million in the same period of
1998. Net cash used in operating activities was $63.9 million in 1998
compared to $4.8 million in 1997. The Companies have predominantly had
negative cash flows from operating activities since Golden American
started issuing variable insurance products in 1989. These negative
operating cash flows result primarily from the funding of commissions
and other deferrable expenses related to the continued growth in the
variable annuity products. The 1998 increase in net cash used in
operating activities resulted principally from the introduction of
Golden American's extra premium credit product in October 1997. In
1998, $54.4 million in extra premium credits was added to contract
holders' account values versus $2.8 million in 1997.

Net cash used in investing activities was $111.3 million during the
first nine months of 1999 as compared to $224.5 million in the same
period of 1998.  This decrease is primarily due to greater net
purchases of fixed maturities, equity securities, and mortgage loans
on real estate during the first nine months of 1998 than in the same
period of 1999.  Net purchases of fixed maturities reached $79.7
million during the first nine months of 1999 versus $199.0 million in
the same period of 1998.  Net sales of mortgage loans on real estate
were $3.2 million during the first nine months of 1999 compared to net
purchases of $13.2 million during the first nine months of 1998.

Net cash used in investing activities was $390.0 million during 1998
as compared to $198.5 million in 1997. This increase is primarily due
to greater net purchases of fixed maturities resulting from an
increase in funds available from net fixed account deposits. Net
purchases of fixed maturities reached

                                    54
$331.3 million in 1998 versus $135.3 million in 1997. Net purchases
of mortgage loans on real estate, on the other hand, declined to $12.6
million from $51.2 at December 31, 1997in the prior year. In 1998,
net purchases of short-term investments were unusually high due to
the investment of the remaining proceeds of Golden American's $60.0
million surplus note issued on December 30, 1998.

Net cash provided by financing activities was $177.5 million during
the first nine months of 1999 compared to $245.1 million during the
same period of 1998. In the first nine months of 1999, net cash
provided by financing activities was positively impacted by net fixed
account deposits of $441.7 million compared to $300.0 million in the
same period of 1998.  This increase was offset by net reallocations to
the Companies' separate accounts, which increased to $439.2 million
from $163.5 million during the prior year, and by a decrease in net
borrowings of $54.8 million in the first nine months of 1999 compared
to the first nine months of 1998.  In the first nine months of 1999,
another important source of cash provided by financing activities was
$100.0 million in capital contributions from the Parent compared to
$53.8 million in the first nine months of 1998. In addition, another
source of cash provided by financing activities during the third
quarter of 1999 was $75.0 million in proceeds from a surplus note
with ING AIH.

Net cash provided by financing activities was $439.5 million during
1998 as compared to $218.6 million during the prior year. In 1998, net
cash provided by financing activities was positively impacted by net
fixed account deposits of $520.8 million compared to $303.6 million in
1997. This increase was partially offset by net reallocations to the
Companies' separate accounts, which increased to $239.7 million from
$110.1 million during the prior year. In 1998, other important sources
of cash provided by financing activities were $98.4 million of capital
contributions from the Parent and $60.0 million of proceeds from the
issuance of a surplus note on December 30, 1998.  The Companies have
used part of the proceeds of the surplus note to repay outstanding
short-term debt.

The Companies' liquidity position is managed by maintaining adequate
levels of liquid assets, such as cash or cash equivalents and short-
term investments. Additional sources of liquidity include borrowing
facilities to meet short-term cash requirements. Golden American
maintains a $65.0 million reciprocal loan agreement with ING AIH,
which expires on December 31, 2007.  In addition, the Companies
have an $85.0 million revolving note facility with SunTrust Bank,
Atlanta, which expires on July 31, 2000.  Management believes that
these sources of liquidity are adequate to meet the Companies'
short-term cash obligations.

Based on current trends, the Companies expect to continue to use net
cash in operating activities, given the continued growth of the
variable annuity products. It is anticipated that a continuation of
capital contributions from the Parent and the issuance of additional
surplus notes will cover these net cash outflows. ING is committed to
the sustained growth of Golden American.  During 1999, ING will
maintain Golden American's statutory capital and surplus at the end of
each quarter at a level such that: 1) the ratio of Total Adjusted
Capital divided by Company Action Level Risk Based Capital exceeds
300%; 2) the ratio of Total Adjusted Capital (excluding surplus notes)
divided by Company Action Level Risk Based Capital exceeds 200%; and
3) Golden American's statutory capital and surplus exceeds the
"Amounts Accrued for Expense Allowances Recognized in Reserves" as
disclosed on page 3, Line 13A of Golden American's Statutory
Statement.

During the first quarter of 1999, Golden American's operations were
moved to a new site in West Chester, Pennsylvania.  During the third
quarter of 1999, Golden American occupied an additional 20,000 square
feet and currently occupies 85,000 square feet of leased space, its
affiliate occupies 20,000 square feet, and it has made commitments for
an additional 20,000 square feet to be occupied by itself or its
affiliates during the fourth quarter of 1999.  Previously, Golden
American's home office operations were housed in leased locations in
Wilmington, Delaware and various locations in Pennsylvania, which were
leased on a short-term basis for use in the transition to the new
office building. Golden American's New York subsidiary is housed in
leased space in New York, New York. The Companies intend to spend
approximately $1.0 million on capital needs during the remainder of
1999.

The ability of Golden American to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed an
annual
                                    55
limit. During 1999, Golden American cannot pay dividends to its
Parent without prior approval of statutory authorities.

Under the provisions of the insurance laws of the State of New York,
First Golden cannot distribute any dividends to its stockholder,
Golden American, unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed with the New York
Insurance Department at least thirty days in advance of the proposed
declaration. If the Superintendent of the New York Insurance Department
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the
filing.  The management of First Golden does not anticipate paying
any dividends to Golden American during 1999.

The NAIC's risk-based capital requirements require insurance companies
to calculate and report information under a risk-based capital
formula. These requirements are intended to allow insurance regulators
to monitor the capitalization of insurance companies based upon the
type and mixture of risks inherent in a company's operations. The
formula includes components for asset risk, liability risk, interest
rate exposure and other factors. The Companies have complied with the
NAIC's risk-based capital reporting requirements. Amounts reported
indicate the Companies have total adjusted capital well above all
required capital levels.

Reinsurance:  At September 30, 1999 and at December 31, 1998, Golden
American had reinsurance treaties with four unaffiliated reinsurers
and one affiliated reinsurer covering a significant portion of the
mortality risks under its variable contracts. Golden American remains
liable to the extent its reinsurers do not meet their obligations
under the reinsurance agreements.

                                    56
MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the
Companies' operations, including investment decisions, product
development and crediting rates determination. As part of the risk
management process, different economic scenarios are modeled,
including cash flow testing required for insurance regulatory
purposes, to determine that existing assets are adequate to meet
projected liability cash flows. Key variables include
contractholder behavior and the variable separate accounts'
performance.

Contractholders bear the majority of the investment risks related
to the variable products. Therefore, the risks associated with the
investments supporting the variable separate accounts are assumed
by contractholders, not by the Companies (subject to, among other
things, certain minimum guarantees). The Companies' products also
provide certain minimum death benefits that depend on the
performance of the variable separate accounts. Currently the
majority of death benefit risks are reinsured, which protects the
Companies from adverse mortality experience and prolonged capital
market decline.

A surrender, partial withdrawal, transfer or annuitization made
prior to the end of a guarantee period from the fixed account may
be subject to a market value adjustment. As the majority of the
liabilities in the fixed account are subject to market value
adjustment, the Companies do not face a material amount of market
risk volatility. The fixed account liabilities are supported by a
portfolio principally composed of fixed rate investments that can
generate predictable, steady rates of return. The portfolio
management strategy for the fixed account considers the assets
available for sale.  This enables the Companies to respond to
changes in market interest rates, changes in prepayment risk,
changes in relative values of asset sectors and individual
securities and loans, changes in credit quality outlook and other
relevant factors. The objective of portfolio management is to
maximize returns, taking into account interest rate and credit
risks as well as other risks. The Companies' asset/liability
management discipline includes strategies to minimize exposure to
loss as interest rates and economic and market conditions change.

                                    57
On the basis of these analyses, management believes there is no
material solvency risk to the Companies. With respect to a 10%
drop in equity values from year-end 1998 levels, variable separate
account funds, which represent 85% of the in force as of
September 30, 1999, pass the risk in underlying fund performance
to the contract holder (except for certain minimum guarantees that
are mostly reinsured).  With respect to interest rate movements
up or down 100 basis points from year-end 1998 levels, the
remaining 15% of the in force as of September 30, 1999 are fixed
account funds and almost all of these have market value adjustments
which provide significant protection against changes in interest
rates.

     CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any forward-looking statement contained herein or in any other
oral or written statement by the Companies or any of their
officers, directors or employees is qualified by the fact that
actual results of the Companies may differ materially from such
statement, among other risks and uncertainties inherent in the
Companies' business, due to the following important factors:

 1. Prevailing interest rate levels and stock market performance,
    which may affect the ability of the Companies to sell their
    products, the market value and liquidity of the Companies'
    investments and the lapse rate of the Companies' policies,
    notwithstanding product design features intended to enhance
    persistency of the Companies' products.

                                    58
2. Changes in the federal income tax laws and regulations which
    may affect the tax status of the Companies'products.

 3. Changes in the regulation of financial services, including
    bank sales and underwriting of insurance products, which
    may affect the competitive environment for the Companies'
    products.

 4. Increasing competition in the sale of the Companies' products.

 5. Other factors that could affect the performance of the
    Companies, including, but not limited to, market conduct
    claims, litigation, insurance industry insolvencies,
    availability of competitive reinsurance on new business,
    investment performance of the underlying portfolios of the
    variable products, variable product design and sales volume by
    significant sellers of the Companies' variable products.

 6. To the extent third parties are unable to transact business in
    the Year 2000 and thereafter, the Companies' operations could
    be adversely affected.

                         OTHER INFORMATION

SEGMENT INFORMATION.  During the period since the acquisition by
Bankers Trust, September 30, 1992 to date of this Prospectus,
Golden American's operations consisted of one business segment,
the sale of annuity and life insurance products. Golden American
and its affiliate DSI are party to in excess of 140 sales
agreements with broker-dealers, three of whom, Locust Street
Securities, Inc., Vestax Securities Corporation, and Multi-
Financial Securities Corporation, are affiliates of Golden
American. As of September 30, 1999, two broker-dealers produce
10% or more of Golden American's product sales.

REINSURANCE.  Golden American reinsures its mortality risk
associated with the Contract's guaranteed death benefit with one
or more appropriately licensed insurance companies. Golden
American also, effective June 1, 1994, entered into a reinsurance
agreement on a modified coinsurance basis with an affiliate of a
broker-dealer which distributes Golden American's products with
respect to 25% of the business produced by that broker-dealer.

RESERVES.  In accordance with the life insurance laws and
regulations under which Golden American operates, it is obligated
to carry on its books, as liabilities, actuarially determined
reserves to meet its obligations on outstanding Contracts.
Reserves, based on valuation mortality tables in general use in
the United States, where applicable, are computed to equal amounts
which, together with interest on such reserves computed annually
at certain assumed rates, make adequate provision according to
presently accepted actuarial standards of practice, for the
anticipated cash flows required by the contractual obligations and
related expenses of Golden American.

COMPETITION.  Golden American is engaged in a business that is
highly competitive because of the large number of stock and mutual
life insurance companies and other entities marketing insurance
products comparable to those of Golden American. There are
approximately 2,350 stock, mutual and other types of insurers in
the life insurance business in the United States, a substantial
number of which are significantly larger than Golden American.

SERVICE AGREEMENTS.  Beginning in 1994 and continuing until August
13, 1996, Bankers Trust (Delaware), a subsidiary of Bankers Trust
New York Corporation, and Golden American became parties to a service
agreement pursuant to which Bankers Trust (Delaware) agreed to provide
certain accounting, actuarial, tax, underwriting, sales, management and
other services to Golden American.  Expenses incurred by Bankers Trust
(Delaware)in relation to this service agreement were reimbursed by Golden
American on an allocated cost basis. Charges billed to Golden American by
Bankers Trust (Delaware) pursuant to the service agreement for 1996 through
its termination as of August 13, 1996 were $0.5 million.

Pursuant to a service agreement between Golden American and Equitable
Life, Equitable Life provides certain administrative, financial and
other services to Golden American.  Equitable Life billed Golden

                                    59
American and its subsidiary First Golden American Life Insurance
Company of New York ("First Golden"), $0.9 million, $1.1 million,
and $29,000 for the first nine months of 1999 and the years ended
December 31, 1998 and 1997, respectively, under this service
agreement.

Golden American provides to DSI certain of its personnel to perform
management, administrative and clerical services and the use of
certain facilities. Golden American charges DSI for such expenses and
all other general and administrative costs, first on the basis of
direct charges when identifiable, and the remainder allocated based on
the estimated amount of time spent by Golden American's employees on
behalf of DSI.  In the opinion of management, this method of cost
allocation is reasonable.  In 1995, the service agreement between DSI
and Golden American was amended to provide for a management fee from
DSI to Golden American for managerial and supervisory services
provided by Golden American. This fee, calculated as a percentage of
average assets in the variable separate accounts, was $6.8 million,
$4.8 million, $2.8 million and $2.3 million for the first nine months
of 1999, and the years of 1998, 1997 and 1996, respectively.

Since January 1, 1998, Golden American and First Golden have had an
asset management agreement with ING Investment Management LLC ("ING
IM"), an affiliate, in which ING IM provides asset management and
accounting services for a fee, payable quarterly. For the first nine
months of 1999 and for the year ended December 31, 1998, Golden
American and First Golden incurred fees of $1.6 million and $1.5 million,
respectively, under this agreement.  Prior to 1998, Golden American and
First Golden had a service agreement with Equitable Investment Services,
Inc. ("EISI"), an affiliate, in which EISI provided investment
management services.  Golden American and First Golden paid fees of
$1.0 million for 1997 and $72,000 for the period from August 14,
1996 through December 31, 1996, respectively.

Since 1997, Golden American has provided certain advisory, computer
and other resources and services to Equitable Life. Revenues for these
services totaled $0.9 million for the first nine months of 1999,
$5.8 million for 1998 and $4.3 million for 1997.

The Companies provide resources and services to DSI.  Revenues for
these services totaled $0.8 million for the first nine months of 1999.

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate.  Revenues for these services
totaled $0.4 million for the first nine months of 1999 and $2.1
million for 1998.

DISTRIBUTION AGREEMENT.  Under a distribution agreement, DSI acts as
the principal underwriter (as defined in the Securities Act of 1933
and the Investment Company Act of 1940, as amended) of the variable
insurance products issued by Golden American which as of September 30,
1999 and December 31, 1998, are sold primarily through two
broker/dealer institutions. For the nine months ended September 30,
1999 and the years 1998, 1997 and 1996, commissions paid by Golden
American to DSI (including commissions paid by First Golden)
aggregated $130.4 million, $117.5 million, $36.4 million and $27.1
million, respectively.

EMPLOYEES.  Golden American, as a result of its Service Agreement
with Bankers Trust (Delaware) and EIC Variable, had very few
direct employees. Instead, various management services were
provided by Bankers Trust (Delaware), EIC Variable and Bankers
Trust New York Corporation, as described above under "Service
Agreement." The cost of these services were allocated to Golden
American. Since August 14, 1996, Golden American has hired
individuals to perform various management services and has looked
to Equitable of Iowa and its affiliates for certain other
management services.

Certain officers of Golden American are also officers of DSI, and
their salaries are allocated among both companies. Certain
officers of Golden American are also officers of other Equitable
of Iowa subsidiaries. See "Directors and Executive Officers."

PROPERTIES.  Golden American's principal office is located at 1475
Dunwoody Drive, West Chester, Pennsylvania  19380, where all of
Golden American's records are maintained. This office space is
leased.

STATE REGULATION.  Golden American is subject to the laws of the
State of Delaware governing insurance companies and to the
regulations of the Delaware Insurance Department (the "Insurance
Department").  A detailed financial statement in the prescribed
form (the "Annual Statement") is filed with the Insurance
Department each year covering Golden American's operations for the
preceding year and its financial condition as of the end of that
year.  Regulation by the Insurance Department includes periodic
examination to determine contract liabilities and reserves so that
the Insurance Department may certify

                                    60
that these items are correct. Golden American's books and accounts are
subject to review by the Insurance Department at all times.  A full
examination of Golden American's operations is conducted periodically
by the Insurance Department and under the auspices of the NAIC.

In addition, Golden American is subject to regulation under the
insurance laws of all jurisdictions in which it operates.  The
laws of the various jurisdictions establish supervisory agencies
with broad administrative powers with respect to various matters,
including licensing to transact business, overseeing trade
practices, licensing agents, approving contract forms,
establishing reserve requirements, fixing maximum interest rates
on life insurance contract loans and minimum rates for
accumulation of surrender values, prescribing the form and content
of required financial statements and regulating the type and
amounts of investments permitted.  Golden American is required to
file the Annual Statement with supervisory agencies in each of the
jurisdictions in which it does business, and its operations and
accounts are subject to examination by these agencies at regular
intervals.

The NAIC has adopted several regulatory initiatives designed to
improve the surveillance and financial analysis regarding the
solvency of insurance companies in general.  These initiatives
include the development and implementation of a risk-based capital
formula for determining adequate levels of capital and surplus.
Insurance companies are required to calculate their risk-based
capital in accordance with this formula and to include the results
in their Annual Statement.  It is anticipated that these standards
will have no significant effect upon Golden American.  For
additional information about the Risk-Based Capital adequacy
monitoring system and Golden American, see "Management's
Discussion and Analysis Results of Operations"

In addition, many states regulate affiliated groups of insurers,
such as Golden American, and its affiliates, under insurance
holding company legislation.  Under such laws, inter-company
transfers of assets and dividend payments from insurance
subsidiaries may be subject to prior notice or approval, depending
on the size of the transfers and payments in relation to the
financial positions of the companies involved.

Under insurance guaranty fund laws in most states, insurers doing
business therein can be assessed (up to prescribed limits) for
contract owner losses incurred by other insurance companies which
have become insolvent.  Most of these laws provide that an
assessment may be excused or deferred if it would threaten an
insurer's own financial strength.  For information regarding
Golden American's estimated liability for future guaranty fund
assessments, see Note 11 of Notes to Financial Statements.

Although the federal government generally does not directly
regulate the business of insurance, federal initiatives often have
an impact on the business in a variety of ways.  Certain insurance
products of Golden American are subject to various federal
securities laws and regulations.  In addition, current and
proposed federal measures which may significantly affect the
insurance business include regulation of insurance company
solvency, employee benefit regulation, removal of barriers
preventing banks from engaging in the insurance business, tax law
changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative
desirability of various personal investment vehicles.

                                    61
DIRECTORS AND OFFICERS

NAME (AGE)                    POSITION(S) WITH THE COMPANY
----------                    ----------------------------
Barnett Chernow (50)          President and Director
Myles R. Tashman (57)         Director, Executive Vice President,
                              General Counsel and Secretary
Michael W. Cunningham (50)    Director
Mark A. Tullis (44)           Director
Phillip R. Lowery (46)        Director
James R. McInnis (51)         Executive Vice President and
                              Chief Marketing Officer
Stephen J. Preston (42)       Executive Vice President and Chief
                              Actuary
E. Robert Koster (41)         Senior Vice President and Chief Financial
                              Officer
Patricia M. Corbett (34)      Treasurer and Assistant V.P.
David L. Jacobson (50)        Senior Vice President and Assistant
                              Secretary
William L. Lowe (35)          Senior Vice President, Sales and Marketing
Ronald R. Blasdell (46)       Senior Vice President, Project Implementation
Steven G. Mandel (40)         Senior Vice President and
                              Chief Information Officer
Gary F. Haynes (54)           Senior Vice President, Operations

Each director is elected to serve for one year or until the next
annual meeting of shareholders or until his or her successor is
elected. Some directors are directors of insurance company
subsidiaries of Golden American's parent, Equitable of Iowa.  The
principal positions of Golden American's directors and senior
executive officers for the past five years are listed below:

Mr. Barnett Chernow became President and Director of Golden American
and President of First Golden in April 1998.  From 1993 to 1998, Mr.
Chernow served as Executive Vice President of Golden American.  He was
elected to serve as Executive Vice President and Director of First
Golden in September 1996.

Mr. Myles R. Tashman joined Golden American in August 1994 as
Senior Vice President and was named Executive Vice President,
General Counsel and Secretary effective January 1, 1996. He was
elected to serve as a Director of Golden American in January 1998.
He also serves as a Director, Executive Vice President, General
Counsel and Secretary of First Golden.

Mr. Michael W. Cunningham became a Director of Golden American and
First Golden in April 1999.  Also, he has served as a Director of
Life of Georgia and Security Life of Denver since 1995.
Currently, he serves as Executive Vice President and Chief
Financial Officer of ING North America Insurance Corporation, and
has worked for them since 1991.

Mr. Mark A. Tullis became a Director of Golden American in January
2000. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September 1999.

                                    62
Mr. Phillip R. Lowery became a Director of Golden American in
April 1999.  He has served as Executive Vice President and Chief
Actuary for ING Americas Region since 1990.

Mr. James R. McInnis joined Golden American in December, 1997 as
Executive Vice President. From 1982 through November 1997, he held
several positions with the Endeavor Group and was President upon
his departure.

Mr. E. Robert Koster was elected Senior Vice President and Chief
Financial Officer of Golden American in September 1998.  From
August, 1984 to September, 1998 he has held various positions with
ING companies in The Netherlands.

Ms. Patricia M. Corbett was elected Treasurer of Golden American
in December 1998. She joined Equitable Life Insurance Company of
Iowa in 1987 and is currently Treasurer and Assistant Vice
President of Equitable Life and USG Annuity & Life Company.

Mr. David L. Jacobson joined Golden American in November 1993 as
Senior Vice President and Assistant Secretary.

Mr. Stephen J. Preston joined Golden American in December, 1993 as
Senior Vice President, Chief Actuary and Controller. He became an
Executive Vice President and Chief Actuary in June 1998.

Mr. William L. Lowe joined Equitable Life as Vice President, Sales
& Marketing in January 1994. He became a Senior Vice President,
Sales & Marketing, of Golden American in August 1997. He was also
President of Equitable of Iowa Securities Network, Inc. until
October 1998.

Mr. Steven G. Mandel joined Golden American in October 1988 and
became Senior Vice President and Chief Information Officer in
June 1998.

Mr. Ronald R. Blasdell joined Golden American in February 1994 and
became Senior Vice President, Project Implementation in June 1998.

Mr. Gary Haynes joined Golden American in April 1999 and became
Senior Vice President, Operations in April 1999.

COMPENSATION TABLES AND OTHER INFORMATION

The following sets forth information with respect to the Chief
Executive Officer of Golden American as well as the annual salary
and bonus for the next five highly compensated executive officers
for the fiscal year ended December 31, 1998. Certain executive
officers of Golden American are also officers of DSI. The salaries
of such individuals are allocated between Golden American and DSI.
Executive officers of Golden American are also officers of DSI.
The salaries of such individuals are allocated between Golden
American and DSI pursuant to an arrangement among these companies.
Throughout 1995 and until August 13, 1996, Terry L. Kendall served
as a Managing Director at Bankers Trust New York Corporation.
Compensation amounts for Terry L. Kendall which are reflected
throughout these tables prior to August 14, 1996 were not charged
to Golden American, but were instead absorbed by Bankers Trust New
York Corporation.

                                    63
EXECUTIVE COMPENSATION TABLE

The following table sets forth information with respect to the
annual salary and bonus for Golden American's Chief Executive
Officers and the five other most highly compensated executive
officers for the fiscal year ended December 31, 1998.  As of
the date of this prospectus 1999 data was not yet available.

                                                            LONG-TERM            ALL OTHER
                              ANNUAL COMPENSATION         COMPENSATION         COMPENSATION
                              -------------------   ------------------------   ------------
                                                     RESTRICTED   SECURITIES
NAME AND                                            STOCK AWARDS  UNDERLYING
PRINCIPAL POSITION   YEAR     SALARY     BONUS(1)    OPTIONS(2)   OPTIONS(3)
------------------   ----     ------     --------   ------------  ----------
Barnett Chernow,     1998    $284,171    $105,375                   8,000
 President           1997    $234,167    $ 31,859     $277,576      4,000
                     1996    $207,526    $150,000                               $ 7,755(4)

James R. McInnis,    1998    $250,004    $626,245                   2,000
 Executive Vice
 President

Keith Glover,        1998    $250,000    $145,120                  3,900
 Executive Vice
 President

Myles R. Tashman,    1998    $189,337    $ 54,425                  3,500
 Executive Vice      1997    $181,417    $ 25,000     $165,512     5,000
 President,          1996    $176,138    $ 90,000                              $  5,127(4)
 General Counsel
 and Secretary

Stephen J. Preston,  1998    $173,870    $ 32,152                 3,500
 Executive Vice      1997    $160,758    $ 16,470
 President           1996    $156,937    $ 58,326
 and Chief Actuary

Paul R. Schlaack,    1998    $406,730    $210,600
 Former Chairman     1997    $351,000    $249,185    $1,274,518     19,000       $15,000
 and Vice President  1996    $327,875    $249,185    $  245,875     19,000       $15,000

Terry L. Kendall,    1998    $145,237    $181,417
 Former President    1997    $362,833    $ 80,365    $  644,844     16,000
 and CEO             1996    $288,298    $400,000                                $11,535(4)
(1) The amount shown relates to bonuses paid in 1998, 1997
     and 1996.
 (2) Restricted stock awards granted to executive officers
     vested on October 24, 1997 with the change in control of
     Equitable of Iowa.
 (3) Awards comprised of qualified and non-qualified stock
     options. All options were granted with an exercise price equal
     to the then fair market value of the underlying stock.  All
     options vested with the change in control of Equitable of Iowa
     and were cashed out for the difference between $68.00 and the
     exercise price.
 (4) In 1996, Contributions were made by the Company on behalf
     of the employee to PartnerShare, the deferred compensation
     plan sponsored by Bankers Trust New York Corporation and its
     affiliates for the benefit of all Bankers Trust employees, in
     February of 1996 to employees on record as of  December 31,
     1996, after an employee completed one year of service with the
     company.  This contribution could be in the form of deferred
     compensation and/or a cash payment.  In 1996, Mr. Kendall
     received $9,000 of deferred compensation and $2,535 of cash
     payment from the plan;  Mr. Chernow received $6,000 of
     deferred compensation and $1,755 of cash payment from the
     plan; Mr. Tashman received $4,000 of deferred compensation and
     $1,127 of cash payment from the plan.

                                    64
OPTION GRANTS IN LAST FISCAL YEAR (1998)

                                                                            POTENTIAL
                                                                       REALIZABLE VALUE AT
                                                                         ASSUMED ANNUAL
                              % OF TOTAL                                RATES OF STOCK
                  NUMBER OF     OPTIONS                                PRICE APPRECIATION
                  SECURITIES  GRANTED TO                                   FOR OPTION
                  UNDERLYING  EMPLOYEES      EXERCISE                       TERM (3)
                   OPTIONS    IN FISCAL       OR BASE   EXPIRATION     ------------------
NAME              GRANTED(1)    YEAR         PRICE (2)     DATE           5%        10%
----              ----------    -----        ---------     ----           --        ---
Barnett Chernow     8,000       11.99         $60.518    5/26/2003     $164,016  $362,433
James R. McInnis    2,000        3.00         $60.518    5/26/2003     $ 41,004  $ 90,608
Keith Glover        3,900        5.85         $60.518    5/26/2003     $ 79,958  $176,686
Myles R. Tashman    3,500        5.25         $60.518    5/26/2003     $ 71,758  $158,564
Stephen J. Preston  3,500        5.25         $60.518    5/26/2003     $ 71,758  $158,564
(1) Stock appreciation rights granted on May 26, 1998 to the
     officers of Golden American have a three-year vesting period
     and an expiration date as shown.
 (2) The base price was equal to the fair market value of
     ING's stock on on the date of grant.
 (3) Total dollar gains based on indicated rates of
     appreciation of share price over a the five year term of the
     rights.

Directors of Golden American receive no additional compensation
for serving as a director.

                                    65
[Shaded Section Header]
--------------------------------------------------------------------------
  UNAUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------
For the Nine Months Ended September 30, 1999

                                          66
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                       (Dollars in thousands, except per share data)
September 30, 1999  December 31, 1998
                                            ------------------  -----------------
ASSETS
Investments:
 Fixed maturities, available for sale, at
  fair value (cost:  1999 -- $815,027;
  1998 -- $739,772)                           $  798,708          $  741,985
 Equity securities, at fair value (cost:          13,679              11,514
  1999 -- $14,437; 1998 -- $14,437)
 Mortgage loans on real estate                    93,884              97,322
 Policy loans                                     13,454              11,772
 Short-term investments                           66,519              41,152
                                              ----------          ----------
Total investments                                986,244             903,745

Cash and cash equivalents                         12,908               6,679
Due from affiliates                                1,460               2,983
Accrued investment income                         11,896               9,645
Deferred policy acquisition costs                439,176             204,979
Value of purchased insurance in force             32,984              35,977
Current income taxes recoverable                     204                 628
Deferred income tax asset                         29,690              31,477
Property and equipment, less allowances
 for depreciation of $2,807 in 1999
 and $801 in 1998                                 13,017               7,348
Goodwill, less accumulated amortization
 of $7,242 in 1999 and $4,408 in 1998            143,886             146,719
Other assets                                      42,072               6,239
Separate account assets                        5,598,490           3,396,114
                                              ----------          ----------
Total assets                                  $7,312,027          $4,752,533
                                              ==========          ==========

LIABILITIES  AND  STOCKHOLDER'S  EQUITY
Policy liabilities and accruals:
 Future policy benefits:
  Annuity and interest sensitive life
    products                                  $1,009,382            $881,112
  Unearned revenue reserve                         5,855               3,840
 Other policy claims and benefits                     15                  --
                                              ----------          ----------
                                               1,015,252             884,952

Surplus notes                                    160,000              85,000
Due to affiliates                                  4,328                  --
Other liabilities                                 80,081              32,573
Separate account liabilities                   5,598,490           3,396,114
                                              ----------          ----------
                                               6,858,151           4,398,639

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
  authorized, issued,                              2,500               2,500
  and outstanding  250,000 shares
 Additional paid-in capital                      447,640             347,640
 Accumulated other comprehensive loss             (4,464)               (895)
 Retained earnings                                 8,200               4,649
                                              ----------          ----------
Total stockholder's equity                       453,876             353,894
                                              ----------          ----------
Total liabilities and stockholder's
 equity                                       $7,312,027          $4,752,533
                                              ==========          ==========

                                  See accompanying notes.
67
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)
For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
Revenues:
 Annuity and interest sensitive
  life product charges                           $  55,195           $ 26,984
 Management fee revenue                              6,755              3,257
 Net investment income                              42,671             29,296
 Realized gains (losses) on
  investments                                       (2,215)               436
 Other income                                        7,448              4,805
                                                 ---------           --------
                                                   109,854             64,778
Insurance benefits and expenses:
 Annuity and interest sensitive
  life benefits:
  Interest credited to account                     125,404             64,110
   balances
  Benefit claims incurred in                         3,452                862
   excess of account balances
 Underwriting, acquisition, and
  insurance expenses:
  Commissions                                      134,585             84,958
  General expenses                                  47,551             23,480
  Insurance taxes, state                             3,545              2,680
   licenses, and fees
  Policy acquisition costs                        (244,840)          (133,616)
   deferred
  Amortization:
   Deferred policy acquisition                      19,699              4,014
    costs
   Value of purchased insurance                      4,803              3,252
    in force
   Goodwill                                          2,834              2,834
                                                 ---------           --------
                                                    97,033             52,574
 Interest expense                                    5,552              3,033
                                                 ---------           --------
                                                   102,585             55,607
                                                 ---------           --------
 Income before income taxes                          7,269              9,171

 Income taxes                                        3,718              4,294
                                                 ---------           --------
 Net income                                      $   3,551           $  4,877
                                                 =========           ========

                                 See accompanying notes.
68
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)
For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
NET CASH USED IN OPERATING ACTIVITIES            $ (60,026)          $ (22,666)

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
 Fixed maturities -- available for sale             170,548              92,707
 Mortgage loans on real estate                        4,241               3,145
 Short-term investments  -- net                          --               2,575
                                                 ----------          ----------

                                                    174,789              98,427

Acquisition of investments:
 Fixed maturities -- available for sale            (250,277)           (291,687)
 Equity securities                                       --             (10,000)
 Mortgage loans on real estate                       (1,034)            (16,390)
 Policy loans -- net                                 (1,682)             (1,385)
 Short term investments -- net                      (25,367)                 --
                                                 ----------          ----------
                                                   (278,360)           (319,462)
Net purchase of property and equipment               (7,700)             (3,470)
                                                 ----------          ----------
Net cash used in investing activities              (111,271)           (224,505)

FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement             488,950             242,847
 borrowings
Repayment of reciprocal loan agreement             (488,950)           (202,847)
 borrowings
Proceeds from revolving note payable                131,595              20,082
Repayment of revolving note payable                (131,595)                 --
Proceeds from surplus note                           75,000                  --
Repayment of line of credit borrowings                   --              (5,309)
Receipts from annuity and interest
 sensitive life policies credited
 to account balances                                540,464             350,385
Return of account balances on annuity
 and interest sensitive life policies               (98,715)            (50,370)
Net reallocations to Separate Accounts             (439,223)           (163,455)
Contributions from parent                           100,000              53,750
                                                 ----------          ----------
Net cash provided by financing                      177,526             245,083
 activities
                                                 ----------          ----------

Increase (decrease) in cash and cash
 equivalents                                          6,229             (2,088)

Cash and cash equivalents at beginning
 of period                                            6,679             21,039
                                                 ----------          ----------
Cash and cash equivalents at end of
 period                                          $   12,908          $   18,951
                                                 ==========          ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
 Interest                                        $    5,078          $   3,493
 Taxes                                                   10                 80
Non-cash financing activities:
 Non-cash adjustment to additional paid
  in capital for adjusted merger costs                   --                143
 Non-cash contribution of capital from
  parent to repay line of credit
  borrowings                                             --             18,750

                                  See accompanying notes.
69
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly, the financial
statements do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. All adjustments
were of a normal recurring nature, unless otherwise noted in Management's
Discussion and Analysis and the Notes to Financial Statements.  Operating
results for the nine months ended September 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1999.  These financial statements should be read in
conjunction with the financial statements and related notes included in
the Golden American Life Insurance Company's annual report on Form 10-K
for the year ended December 31, 1998.

CONSOLIDATION
The condensed consolidated financial statements include Golden American
Life Insurance Company ("Golden American") and its wholly owned
subsidiary, First Golden American Life Insurance Company of New York
("First Golden," and with Golden American, collectively, the
"Companies").  All significant intercompany accounts and transactions
have been eliminated.

ORGANIZATION
Golden American is a wholly owned subsidiary of Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent").  On October 24, 1997, PFHI
Holdings, Inc. ("PFHI"), a Delaware corporation, acquired all of the
outstanding capital stock of Equitable of Iowa Companies ("Equitable")
according to the terms of an Agreement and Plan of Merger dated July 7,
1997 among Equitable, PFHI, and ING Groep N.V. ("ING").  PFHI is a wholly
owned subsidiary of ING, a global financial services holding company
based in The Netherlands.  As a result of this transaction, Equitable was
merged into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc., a Delaware corporation.

FAIR VALUES
Estimated fair values of publicly traded fixed maturities for 1999 are as
reported by an independent pricing service.

STATUTORY
Net loss for Golden American as determined in accordance with statutory
accounting practices was $75,508,000 and $32,198,000 for the nine months
ended September 30, 1999 and 1998, respectively.  Total statutory capital
and surplus was $285,674,000 at September 30, 1999 and $183,045,000 at
December 31, 1998.

RECLASSIFICATIONS
Certain amounts in the September 30, 1998 and December 31, 1998 financial
statements have been reclassified to conform to the September 30, 1999
financial statement presentation.

2.  COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the Statement of Financial
Accounting Standard ("SFAS") No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this
statement had no impact on the Companies' net income or stockholder's
equity.  SFAS No. 130 requires unrealized gains or losses on the

                                          70
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

2.  COMPREHENSIVE INCOME (continued)

Companies' available for sale securities (net of adjustments for value of
purchased insurance in force ("VPIF"), deferred policy acquisition costs
("DPAC"), and deferred income taxes) to be included in other
comprehensive income.

During the third quarter and first nine months of 1999, other
comprehensive income (loss) for the Companies amounted to $2,059,000 and
$(18,000), respectively ($2,426,000 and $5,478,000, respectively, for the
same periods of 1998).  Included in these amounts are other comprehensive
income (loss) for First Golden of $(14,000) and $(258,000) for the third
quarter and first nine months of 1999, respectively ($601,000 and
$1,174,000, respectively, for the same periods of 1998).  Other
comprehensive income (loss) excludes net investment gains (losses)
included in net income which merely represent transfers from unrealized
to realized gains and losses.  These amounts totaled $(460,000) and
$(2,512,000) during the third quarter and first nine months of 1999,
respectively ($263,000 and $388,000, respectively, for the same periods
of 1998).  Such amounts, which have been measured through the date of
sale, are net of income taxes and adjustments for VPIF and DPAC totaling
$(38,000) and $297,000 for the third quarter and first nine months of
1999, respectively ($40,000 and $48,000, respectively, for the same
periods of 1998).

3.  INVESTMENTS

INVESTMENT VALUATION ANALYSIS:  The Companies analyze the investment
portfolio at least quarterly in order to determine if the carrying value
of any investment has been impaired.  The carrying value of debt and
equity securities is written down to fair value by a charge to realized
losses when an impairment in value appears to be other than temporary.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value.  As a result, at December 31, 1998, Golden American recognized a
total pre-tax loss of $973,000 to reduce the carrying value of the bonds
to their combined net realizable value of $2,919,000. During the second
quarter of 1999, further information was received regarding these bonds
and Golden American determined that the carrying value of the two bonds
exceeded their estimated net realizable value. As a result, at June 30,
1999, Golden American recognized a total pre-tax loss of $1,639,000 to
further reduce the carrying value of the bonds to their combined net
realizable value of $1,137,000.

4.  RELATED PARTY TRANSACTIONS

OPERATING AGREEMENTS:  Directed Services, Inc. ("DSI"), an affiliate,
acts as the principal underwriter (as defined in the Securities Act of
1933 and the Investment Company Act of 1940, as amended) and distributor
of the variable insurance products issued by the Companies.  DSI is
authorized to enter into agreements with broker/dealers to distribute the
Companies' variable insurance products and appoint representatives of the
broker/dealers as agents. The Companies paid commissions and expenses to
DSI totaling $50,131,000 in the third quarter and $130,419,000 for the
first nine months of 1999 ($32,104,000 and $82,548,000, respectively, for
the same periods of 1998).

Golden American provides certain managerial and supervisory services to
DSI.  The fee paid by DSI for these services is calculated as a
percentage of average assets in the variable separate accounts.  For the
third quarter and first nine months of 1999, the fee was $2,659,000 and
$6,755,000, respectively ($1,234,000 and $3,257,000, respectively, for
the same periods of 1998).

The Companies have an asset management agreement with ING Investment
Management LLC ("ING IM"), an affiliate, in which ING IM provides asset
management and accounting services.  Under the agreement, the Companies
record a fee based on the value of the assets under management.  The fee
is payable quarterly.  For the third quarter and first nine months of
1999, the Companies incurred fees of $523,000 and

                                          71
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$1,637,000, respectively, under this agreement ($341,000 and $1,013,000,
respectively, for the same periods of 1998).

Golden American has a guaranty agreement with Equitable Life Insurance
Company of Iowa ("Equitable Life"), an affiliate. In consideration of an
annual fee, payable June 30, Equitable Life guarantees to Golden American
that it will make funds available, if needed, to Golden American to pay
the contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and nothing
contained therein or done pursuant thereto by Equitable Life shall be
deemed to constitute, a direct or indirect guaranty by Equitable Life of
the payment of any debt or other obligation, indebtedness or liability,
of any kind or character whatsoever, of Golden American.  The agreement
does not guarantee the value of the underlying assets held in separate
accounts in which funds of variable life insurance and variable annuity
policies have been invested.  The calculation of the annual fee is based
on risk based capital.  As Golden American's risk based capital level was
above required amounts, no annual fee was payable at June 30, 1999 or
1998.

Golden American provides certain advisory, computer and other resources
and services to Equitable Life.  Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $237,000 in
the third quarter of 1999 and $898,000 for the first nine months of 1999
($1,524,000 and $5,091,000, respectively, for the same periods of 1998).

The Companies have a service agreement with Equitable Life in which
Equitable Life provides administrative and financial related services.
Under this agreement, the Companies incurred expenses of $50,000 in the
third quarter of 1999 and $855,000 for the first nine months of 1999
($261,000 and $575,000, respectively, for the same periods of 1998).

The Companies provide resources and services to DSI.  Revenues for these
services, which reduce general expenses incurred by the Companies,
totaled $276,000 in the third quarter of 1999 and $759,000 for the first
nine months of 1999 ($19,000 and $57,000, respectively, for the same
periods of 1998).

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate. Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $159,000 in
the  third quarter of 1999 and $376,000 for the first  nine months of
1999.

For the third quarter of 1999, the Companies received 7.8% of total
premiums (9.7% in the same period of 1998), net of reinsurance, for
variable products sold through four affiliates, Locust Street Securities,
Inc. ("LSSI"), Vestax Securities Corporation ("Vestax"), DSI, and Multi-
Financial Securities Corporation ("Multi-Financial") of $46,600,000,
$12,900,000, $0, and $11,000,000, respectively ($34,600,000, $14,200,000,
$1,800,000, and $4,100,000, respectively, for the same period of 1998).
For the first nine months of 1999, the Companies received 9.5% of total
premiums (10.0% in the same period of 1998), net of reinsurance, from
LSSI, Vestax, DSI, and Multi-Financial of $121,900,000, $72,000,000,
$2,300,000, and $24,400,000, respectively ($92,700,000, $30,000,000,
$10,700,000, and $10,000,000, respectively, for the same period of 1998).

RECIPROCAL LOAN AGREEMENT:  Golden American maintains a reciprocal loan
agreement with ING America Insurance Holdings, Inc. ("ING AIH"), a
Delaware corporation and affiliate, to facilitate the handling of unusual
and/or unanticipated short-term cash requirements.  Under this agreement,
which became effective January 1, 1998 and expires December 31, 2007,
Golden American and ING AIH can borrow up to $65,000,000 from one
another. Prior to lending funds to ING AIH, Golden American must obtain
approval from the Department of Insurance of the State of Delaware.
Interest on any Golden American borrowings is charged at the rate of ING
AIH's cost of funds for the interest period plus 0.15%. Interest on any
ING AIH borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a similar
duration.  Under this agreement, Golden American incurred interest
expense of

                                          72
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$397,000 in the third quarter of 1999 and $633,000 for the
first nine months of 1999 ($505,000 and $1,269,000, respectively, for the
same periods of 1998).  At September 30, 1999, Golden American did not
have any borrowings or receivables from ING AIH under this agreement.

LINE OF CREDIT:  Golden American maintained a line of credit agreement
with Equitable to facilitate the handling of unusual and/or unanticipated
short-term cash requirements.  Under this agreement, which became
effective December 1, 1996 and expired December 31, 1997, Golden American
could borrow up to $25,000,000.  Interest on any borrowings was charged
at the rate of Equitable's monthly average aggregate cost of short-term
funds plus 1.00%.  Under this agreement, Golden American incurred
interest expense of $211,000 for the first quarter of 1998.  The
outstanding balance was paid by a capital contribution from the Parent
and with funds borrowed from ING AIH.

SURPLUS NOTES:  On September 30, 1999, Golden American issued a 7.75%
surplus note in the amount of $75,000,000 to ING AIH. The note matures on
September 29, 2029. Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American. Any payment of principal and/or
interest made is subject to the prior approval of the Delaware Insurance
Commissioner. Under this agreement, Golden American incurred no interest
expense in the third quarter of 1999.

On December 30, 1998, Golden American issued a 7.25% surplus note in the
amount of $60,000,000 to Equitable Life.  The note matures on December
29, 2028.  Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American.  Any payment of principal
and/or interest made is subject to the prior approval of the Delaware
Insurance Commissioner.  Under this agreement, Golden American incurred
interest expense of $1,088,000 in the third quarter of 1999 and
$3,263,000 for the first nine months of 1999.

On December 17, 1996, Golden American issued an 8.25% surplus note in the
amount of $25,000,000 to Equitable. The note matures on December 17,
2026.  Payment of the note and related accrued interest is subordinate to
payments due to policyholders, claimant and beneficiary claims, as well
as debts owed to all other classes of debtors of Golden American.  Any
payment of principal made is subject to the prior approval of the
Delaware Insurance Commissioner.  Golden American incurred interest
totaling $516,000 in the third quarter of 1999 and $1,547,000 for the
first nine months of 1999, unchanged from the same periods of 1998.  As a
result of the merger, the surplus note is now payable to EIC.

STOCKHOLDER'S EQUITY:  During the third quarter of 1999 and the first
nine months of 1999, Golden American received capital contributions from
its Parent of $20,000,000 and $100,000,000, respectively ($0 and
$72,500,000, respectively, for the same periods of 1998).

5.  COMMITMENTS AND CONTINGENCIES

REINSURANCE:  At September 30, 1999, Golden American had reinsurance
treaties with four unaffiliated reinsurers and one affiliated reinsurer
covering a significant portion of the mortality risks under its variable
contracts. Golden American remains liable to the extent its reinsurers do
not meet their obligations under the reinsurance agreements. At September
30, 1999 and 1998, the Companies had a net receivable of $14,041,000 and
$6,539,000, respectively, for reserve credits, reinsurance claims, or
other receivables from these reinsurers comprised of $2,268,000 and
$257,000, respectively, for claims recoverable from reinsurers, $918,000
and $451,000, respectively, for a payable for reinsurance premiums and
$12,691,000 and $6,733,000, respectively, for a receivable from an
unaffiliated reinsurer.  Included in the accompanying financial
statements are net considerations to reinsurers of $2,638,000 in the
third quarter of 1999 and $6,656,000 for the first nine months of 1999
compared to $1,293,000 and $3,259,000, respectively, for the same periods
in 1998.  Also included in the accompanying financial statements are net
policy benefits of

                                          73
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

5.  COMMITMENTS AND CONTINGENCIES (continued)

$2,569,000 in the third quarter of 1999 and $4,008,000 for the first
nine months of 1999 compared to $1,272,000 and $2,096,000, respectively,
for the same periods in 1998.

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The accompanying
financial statements are presented net of the effects of the treaty.

GUARANTY FUND ASSESSMENTS: Assessments are levied on the Companies by
life and health guaranty associations in most states in which the
Companies are licensed to cover losses of policyholders of insolvent or
rehabilitated insurers. In some states, these assessments can be
partially recovered through a reduction in future premium taxes. The
Companies cannot predict whether and to what extent legislative
initiatives may affect the right to offset.  The associated cost for a
particular insurance company can vary significantly based upon its fixed
account premium volume by line of business and state premiums as well as
its potential for premium tax offset.  The Companies have established an
undiscounted reserve to cover such assessments, review information
regarding known failures, and revise estimates of future guaranty fund
assessments.  Accordingly, the Companies accrued and charged to expense
an additional $208,000 and $598,000 in the third quarter and first nine
months of 1998, respectively.  At September 30, 1999, the Companies have
an undiscounted reserve of $2,444,000 to cover estimated future
assessments (net of related anticipated premium tax credits) and have
established an asset totaling $586,000 for assessments paid which may be
recoverable through future premium tax offsets. The Companies believe
this reserve is sufficient to cover expected future guaranty fund
assessments based upon previous premiums and known insolvencies at this
time.

LITIGATION:  The Companies, like other insurance companies, may be named
or otherwise involved in lawsuits, including class action lawsuits and
arbitrations.  In some class action and other actions involving insurers,
substantial damages have been sought and/or material settlement or award
payments have been made.  The Companies currently believe no pending or
threatened lawsuits or actions exist that are reasonably likely to have a
material adverse impact on the Companies.

VULNERABILITY FROM CONCENTRATIONS: The Companies have various
concentrations in the investment portfolio.  The Companies' asset growth,
net investment income, and cash flow are primarily generated from the
sale of variable products and associated future policy benefits and
separate account liabilities.  Substantial changes in tax laws that would
make these products less attractive to consumers and extreme fluctuations
in interest rates or stock market returns, which may result in higher
lapse experience than assumed, could cause a severe impact on the
Companies' financial condition.  Two broker/dealers, each having at least
ten percent of total sales, generated 29% of the Companies' sales during
the first nine months of 1999 (10% by one broker/dealer in the same
period of 1998).  The Premium Plus variable annuity product generated 78%
of the Companies' sales during the first nine months of 1999 (59% in the
same period of 1998).

REVOLVING NOTE PAYABLE:  To enhance short-term liquidity, the Companies
established a revolving note payable effective July 27, 1998 and expiring
July 31, 1999 with SunTrust Bank, Atlanta (the "Bank").  The note was
approved by the Boards of Directors of Golden American and First Golden
on August 5, 1998 and September 29, 1998, respectively.  As of July 31,
1999, the SunTrust Bank, Atlanta revolving note facility was extended to
July 31, 2000.  The total amount the Companies may have outstanding is
$85,000,000, of which Golden American and First Golden have individual
credit sublimits of $75,000,000 and $10,000,000, respectively.  The note
accrues interest at an annual rate equal to: (1)  the cost of funds for
the Bank for the period applicable for the advance plus 0.25% or (2) a
rate quoted by the Bank to the Companies for the advance. The terms of
the agreement require the Companies to maintain the minimum level of
Company Action Level Risk Based Capital as established by applicable
state law or regulation.  During the quarter and nine months ended
September 30, 1999, the Companies paid interest expense of $55,000 and
$109,000, respectively ($6,000 for the same periods of 1998).  At
September 30, 1999, the Companies did not have any borrowings under this
agreement.

                                          74
[Shaded Section Header]
--------------------------------------------------------------------------
      FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying consolidated balance sheets of
Golden American Life Insurance Company as of December 31, 1998 and
1997, and the related consolidated statements of operations,
changes in stockholder's equity, and cash flows for the year ended
December 31, 1998 and for the periods from October 25, 1997
through December 31, 1997, January 1, 1997 through October 24,
1997, August 14, 1996 through December 31, 1996 and January 1,
1996 through August 13, 1996.  These financials are the
responsibility of the Companies' management.  Our responsibility
is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Golden American Life Insurance Company at December 31,
1998 and 1997, and the consolidated results of its operations and
its cash flows for the year ended December 31, 1998 and for the
periods from October 25, 1997 through December 31, 1997, January
1, 1997 through October 24, 1997, August 14, 1996 through December
31, 1996 and January 1, 1996 through August 13, 1996 in conformity
with generally accepted accounting principles.

                                             /s/Ernst & Young LLP

Des Moines, Iowa
February 12, 1999

                                    75
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEETS
                    (Dollars in thousands, except per share data)

                                                  POST-MERGER
                                     ------------------------------------
                                     December 31, 1998  December 31, 1997
                                     -----------------  -----------------
ASSETS
Investments:
  Fixed maturities, available for
    sale, at fair value (cost:
    1998 - $739,772; 1997 -
    $413,288)......................     $  741,985        $  414,401
  Equity securities, at fair value
    (cost: 1998 - $14,437; 1997 -
    $4,437)........................         11,514             3,904
  Mortgage loans on real estate....         97,322            85,093
  Policy loans.....................         11,772             8,832
  Short-term investments...........         41,152            14,460
                                        ----------        ----------
Total investments..................        903,745           526,690
Cash and cash equivalents..........          6,679            21,039
Due from affiliates................          2,983               827
Accrued investment income..........          9,645             6,423
Deferred policy acquisition costs..        204,979            12,752
Value of purchased insurance in
  force............................         35,977            43,174
Current income taxes recoverable...            628               272
Deferred income tax asset..........         31,477            36,230
Property and equipment, less
  allowances for depreciation
  of $801 in 1998 and $97 in 1997..          7,348             1,567
Goodwill, less accumulated
  amortization of $4,408 in 1998
  and $630 in 1997.................        146,719           150,497
Other assets.......................          6,239               755
Separate account assets............      3,396,114         1,646,169
                                        ----------        ----------
Total assets.......................     $4,752,533        $2,446,395
                                        ==========        ==========
See accompanying notes.

                                    76
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                (Dollars in thousands, except per share data)

                                                  POST-MERGER
                                     ------------------------------------
                                     December 31, 1998  December 31, 1997
                                     -----------------  -----------------
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
 Future policy benefits:
 Annuity and interest sensitive life
   products.........................     $  881,112        $  505,304
 Unearned revenue reserve...........          3,840             1,189
 Other policy claims and benefits...             --                10
                                         ----------        ----------
                                            884,952           506,503

Line of credit with affiliate.......             --            24,059
Surplus notes.......................         85,000            25,000
Due to affiliates...................             --                80
Other liabilities...................         32,573            17,271
Separate account liabilities........      3,396,114         1,646,169
                                         ----------        ----------
                                          4,398,639         2,219,082

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
   authorized,issued and outstanding
   250,000 shares...................          2,500            2,500
 Additional paid-in capital.........        347,640          224,997
 Accumulated other comprehensive
   income (loss)....................           (895)             241
 Retained earnings (deficit)........          4,649             (425)
                                         ----------       ----------
Total stockholder's equity..........        353,894          227,313
                                         ----------       ----------
Total liabilities and stockholder's
  equity............................     $4,752,533       $2,446,395
                                         ==========       ==========
See accompanying notes.

                                    77
GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF OPERATIONS
                      (Dollars in thousands)

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
|
|
REVENUES:                                                          |                                     |
 Annuity and interest sensitive                                    |                                     |
  life product charges........    $  39,119           $  3,834     |     $ 18,288           $ 8,768      |     $12,259
 Management fee revenue.......        4,771                508     |        2,262               877      |       1,390
 Net investment income........       42,485              5,127     |       21,656             5,795      |       4,990
 Realized gains (losses) on                                        |                                     |
  investments.................       (1,491)                15     |          151                42      |        (420)
 Other income.................        5,569                236     |          426               486      |          70
                                  ---------           --------     |     --------           -------      |     -------
                                     90,453              9,720     |       42,783            15,968      |      18,289
                                                                   |                                     |
                                                                   |                                     |
INSURANCE BENEFITS AND EXPENSES:                                   |                                     |
 Annuity and interest sensitive                                     |                                     |
 life benefits:                                                    |                                     |
 Interest credited to account                                      |                                     |
  balances.....................      94,845              7,413     |       19,276             5,741      |       4,355
 Benefit claims incurred in                                        |                                     |
  excess of account balances...       2,123                 --     |          125             1,262      |         915
 Underwriting, acquisition                                         |                                     |
  and insurance expenses:                                          |                                     |
  Commissions..................     121,171              9,437     |       26,818             9,866      |      16,549
  General expenses.............      37,577              3,350     |       13,907             5,906      |       9,422
  Insurance taxes..............       4,140                450     |        1,889               672      |       1,225
  Policy acquisition costs                                         |                                     |
    deferred...................    (197,796)           (13,678)    |      (29,003)          (11,712)     |     (19,300)
  Amortization:                                                    |                                     |
   Deferred policy acquisition                                     |                                     |
     costs.....................       5,148                892     |        1,674               244      |       2,436
   Value of purchased insurance                                    |                                     |
     in force..................       4,724                948     |        5,225             2,745      |         951
   Goodwill....................       3,778                630     |        1,398               589      |          --
                                  ---------          ---------     |     --------            ------      |     -------
                                     75,710              9,442     |       41,309            15,313      |      16,553
                                                                   |                                     |
Interest expense...............       4,390                557     |        2,082                85      |          --
                                  ---------          ---------     |     --------            ------      |     -------
                                     80,100              9,999     |       43,391            15,398      |      16,553
                                  ---------          ---------     |     --------            ------      |     -------
Income (loss) before income                                        |                                     |
  taxes........................      10,353               (279)    |         (608)              570      |       1,736
                                                                   |                                     |
Income taxes...................       5,279                146     |       (1,337)              220      |      (1,463)
                                  ---------          ---------     |     --------            ------      |     -------
Net income (loss)..............   $   5,074          $    (425)    |     $    729           $   350      |    $  3,199
                                  =========          =========     |     ========           =======      |    ========
See accompanying notes.

                                    78
GOLDEN AMERICAN LIFE INSURANCE COMPANY
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                      (Dollars in thousands)

                                                                       Accumulated
                                             Redeemable   Additional      Other       Retained          Total
                                   Common    Preferred      Paid-in   Comprehensive   Earnings      Stockholder's
                                   Stock       Stock        Capital   Income (Loss)   (Deficit)        Equity
                                   ------------------------------------------------------------------------------
                                                                   PRE-ACQUISITION
                                   ------------------------------------------------------------------------------
Balance at January 1, 1996........ $2,500     $50,000     $  45,030     $   658         $  (63)      $  98,125
 Comprehensive income:
  Net income......................     --          --            --          --          3,199           3,199
  Change in net unrealized
   investment gains  (losses).....     --          --            --      (1,175)            --          (1,175)
                                                                                                     ---------
 Comprehensive income.............                                                                       2,024
 Preferred stock dividends........     --          --            --          --           (719)           (719)
                                    ------    -------      --------     -------         ------       ---------
Balance at August 13, 1996........ $2,500     $50,000     $  45,030    $   (517)        $2,417       $  99,430
                                   ======     =======      ========    ========         ======       =========
------------------------------------------------------------------------------
                                                                  POST-ACQUISITION
                                   ------------------------------------------------------------------------------
Balance at August 14, 1996........ $2,500     $50,000     $  87,372          --             --        $139,872
 Comprehensive income:
  Net income......................     --          --            --          --         $  350             350
  Change in net unrealized
   investment gains (losses)......     --          --            --     $   262             --             262
                                                                                                      --------
 Comprehensive income.............                                          612
 Contribution of preferred stock
  to additional paid-in capital...     --     (50,000)       50,000          --             --              --
                                    ------    -------      --------     -------         ------        --------
Balance at December 31, 1996......   2,500         --       137,372         262            350         140,484
 Comprehensive income:
  Net income......................      --         --            --          --            729             729
  Change in net unrealized
   investment gains (losses)......      --         --            --       1,543             --           1,543
                                                                                                      --------
 Comprehensive income.............                                        2,272
 Contribution of capital..........      --         --         1,121          --             --           1,121
                                    ------    -------      --------     -------         ------        --------
Balance at October 24, 1997         $2,500         --      $138,493      $1,805         $1,079        $143,877
                                    ======    =======      ========      ======         ======        ========
------------------------------------------------------------------------------
                                                                     POST-MERGER
                                   ------------------------------------------------------------------------------
Balance at October 25, 1997.......  $2,500         --      $224,997          --             --      $227,497
 Comprehensive loss:
   Net loss.......................      --         --            --          --         $ (425)         (425)
  Change in net unrealized
   investment gains (losses)......      --         --            --     $   241             --           241
                                                                                                    --------
 Comprehensive loss...............                                                                      (184)
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1997......   2,500         --       224,997         241           (425)      227,313
 Comprehensive income:
  Net income......................      --         --            --          --          5,074         5,074
  Change in net unrealized
   investment gains (losses)......      --         --            --      (1,136)            --        (1,136)
                                                                                                    --------
 Comprehensive income.............                                                                     3,938
 Contribution of capital..........      --         --       122,500          --             --       122,500
 Other............................      --         --           143          --             --           143
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1998......  $2,500         --      $347,640     $  (895)        $4,649      $353,894
                                    ======    =======      ========     =======         ======      ========
See accompanying notes.

                                    79
GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Dollars in thousands)

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
|
|
OPERATING ACTIVITIES                                               |                                     |
Net income (loss)............     $   5,074           $   (425)    |     $    729           $    350     |     $   3,199
Adjustments to reconcile net                                       |                                     |
 income (loss) to net cash                                         |                                     |
 provided by (used in)                                             |                                     |
 operations:                                                       |                                     |
 Adjustments related to annuity                                    |                                     |
  and interest sensitive life                                      |                                     |
  products:                                                        |                                     |
  Interest credited and other                                      |                                     |
   charges on interest                                             |                                     |
   sensitive products........         94,690             7,361     |       19,177              5,106     |         4,472
  Change in unearned                                               |                                     |
   revenues..................          2,651             1,189     |        3,292              2,063     |         2,084
 Decrease (increase) in                                            |                                     |
  accrued investment income..         (3,222)            1,205     |       (3,489)              (877)    |        (2,494)
 Policy acquisition costs                                          |                                     |
  deferred...................       (197,796)          (13,678)    |      (29,003)           (11,712)    |       (19,300)
 Amortization of deferred                                          |                                     |
  policy acquisition costs...          5,148               892     |        1,674                244     |         2,436
 Amortization of value of                                          |                                     |
  purchased insurance in                                           |                                     |
  force......................          4,724               948     |        5,225              2,745     |           951
 Change in other assets,                                           |                                     |
  other liabilities and                                            |                                     |
  accrued income taxes.......          9,891             4,205     |       (8,944)               (96)    |         4,672
 Provision for depreciation                                        |                                     |
  and amortization...........          8,147             1,299     |        3,203              1,242     |           703
 Provision for deferred                                            |                                     |
  income taxes...............          5,279               146     |          316                220     |        (1,463)
 Realized (gains) losses on                                        |                                     |
  investments................          1,491               (15)    |         (151)               (42)    |           420
                                   ---------          --------     |      --------           --------    |     ---------
Net cash provided by (used                                         |                                     |
 in)operating activities.....        (63,923)            3,127     |       (7,971)              (757)    |        (4,320)
                                                                   |                                     |
INVESTING ACTIVITIES                                               |                                     |
Sale, maturity or repayment                                        |                                     |
 of investments:                                                    |                                     |
 Fixed maturities - available                                      |                                     |
  for sale                           145,253             9,871     |       39,622             47,453     |        55,091
 Mortgage loans on real                                            |                                     |
  estate.....................          3,791             1,644     |        5,828                 40     |            --
 Short-term investments-net..             --                --     |       11,415              2,629     |           354
                                   ---------          --------     |     --------           --------     |     ---------
                                     149,044            11,515     |       56,865             50,122     |        55,445
Acquisition of investments:                                        |                                     |
 Fixed maturities - available                                      |                                     |
  for sale...................       (476,523)          (29,596)    |     (155,173)          (147,170)    |      (184,589)
 Equity securities...........        (10,000)               (1)    |       (4,865)                (5)    |            --
 Mortgage loans on real                                            |                                     |
  estate.....................        (16,390)          (14,209)    |      (44,481)           (31,499)    |            --
 Policy loans - net..........         (2,940)             (328)    |       (3,870)              (637)    |        (1,977)
 Short-term investments-net..        (26,692)          (13,244)    |           --                 --     |            --
                                   ---------          --------     |     --------           --------     |     ---------
                                    (532,545)          (57,378)    |     (208,389)          (179,311)    |      (186,566)
Purchase of property and                                           |                                     |
 equipment...................         (6,485)             (252)    |         (875)              (137)    |            --
                                   ---------          --------     |     --------           --------     |     ---------
Net cash used in investing                                         |                                     |
 activities..................       (389,986)          (46,115)    |     (152,399)          (129,326)    |      (131,121)
See accompanying notes.

                                    80
GOLDEN AMERICAN LIFE INSURANCE COMPANY
         CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                      (Dollars in thousands)

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
|
|
FINANCING ACTIVITIES                                               |                                     |
Proceeds from issuance of                                          |                                     |
 surplus note................     $  60,000                --      |           --           $ 25,000     |            --
Proceeds from reciprocal loan                                      |                                     |
 agreement borrowings........       500,722                --      |           --                 --     |            --
Repayment of reciprocal loan                                       |                                     |
 agreement borrowings........      (500,722)               --      |           --                 --     |            --
Proceeds from revolving                                            |                                     |
 note payable................       108,495                --      |           --                 --     |            --
Repayment of revolving note                                        |                                     |
 payable.....................      (108,495)               --      |           --                 --     |            --
Proceeds from line of credit                                       |                                     |
 borrowings..................            --           $10,119      |    $  97,124                 --     |            --
Repayment of line of credit                                        |                                     |
borrowings...................            --            (2,207)     |      (80,977)                --     |            --
Receipts from annuity and                                          |                                     |
 interest sensitive life                                           |                                     |
 policies credited to                                              |                                     |
 account balances............       593,428            62,306      |      261,549            116,819     |      $149,750
Return of account balances                                         |                                     |
 on annuity and interest                                           |                                     |
 sensitive life policies.....       (72,649)           (6,350)     |      (13,931)            (3,315)    |        (2,695)
Net reallocations to Separate                                      |                                     |
 Accounts                          (239,671)          (17,017)     |      (93,069)           (10,237)    |        (8,286)
Contributions of capital by                                        |                                     |
 parent......................        98,441                --      |        1,011                 --     |            --
Dividends paid on preferred                                        |                                     |
 stock.......................            --                --      |           --                 --     |          (719)
Net cash provided by                                               |                                     |
 financing activities........       439,549            46,851      |      171,707            128,267     |       138,050
                                                                   |                                     |
Increase (decrease) in cash                                        |                                     |
 and cash equivalents........       (14,360)            3,863      |       11,337             (1,816)    |         2,609
Cash and cash equivalents at                                       |                                     |
 beginning of period.........        21,039            17,176      |        5,839              7,655     |         5,046
Cash and cash equivalents at                                       |                                     |
 end of period...............     $   6,679           $21,039      |    $  17,176           $  5,839     |      $  7,655
                                                                   |                                     |
SUPPLEMENTAL DISCLOSURE                                            |                                     |
  OF CASH FLOW INFORMATION                                         |                                     |
Cash paid during the period                                        |                                     |
 for:                                                              |                                     |
 Interest....................     $   4,305           $   295      |    $   1,912                 --     |            --
 Income taxes................            99                --      |          283                 --     |            --
Non-cash financing activities:                                     |                                     |
 Non-cash adjustment to                                            |                                     |
  additional paid-in capital                                       |                                     |
  for adjusted merger costs..           143                --      |           --                 --     |            --
Contribution of property and                                       |                                     |
  equipment from EIC Variable,                                     |                                     |
  Inc. net of $353 of                                              |                                     |
  accumulated depreciation...            --                --      |          110                 --     |            --
Contribution of capital from                                       |                                     |
  parent to repay line of                                          |                                     |
  credit borrowings..........        24,059                --      |           --                 --     |            --
See accompanying notes.

                                    81
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The consolidated financial statements include Golden American Life
Insurance Company ("Golden American") and its wholly owned
subsidiary, First Golden American Life Insurance Company of New
York ("First Golden," and with Golden American, collectively, the
"Companies"). All significant intercompany accounts and
transactions have been eliminated.

ORGANIZATION

Golden American, a wholly owned subsidiary of Equitable of Iowa
Companies, Inc., offers variable insurance products and is
licensed as a life insurance company in the District of Columbia
and all states except New York. On January 2, 1997 and December
23, 1997, First Golden became licensed to sell insurance products
in New York and Delaware, respectively. The Companies' products
are marketed by broker/dealers, financial institutions and
insurance agents. The Companies' primary customers are consumers
and corporations.

On October 24, 1997, PFHI Holding, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of
Equitable of Iowa Companies ("Equitable") according to the terms
of an Agreement and Plan of Merger ("Merger Agreement") dated July
7, 1997 among Equitable, PFHI and ING Groep N.V. ("ING"). PFHI is
a wholly owned subsidiary of ING, a global financial services
holding company based in The Netherlands. As a result of this
transaction, Equitable was merged into PFHI, which was
simultaneously renamed Equitable of Iowa Companies, Inc. ("EIC" or
the "Parent"), a Delaware corporation. See Note 6 for additional
information regarding the merger.

On August 13, 1996, Equitable acquired all of the outstanding
capital stock of BT Variable, Inc. (subsequently known as EIC
Variable, Inc.) and its wholly owned subsidiaries, Golden American
and Directed Services, Inc. ("DSI") from Whitewood Properties
Corporation ("Whitewood"). See Note 7 for additional information
regarding the acquisition.

For financial statement purposes, the ING merger was accounted for
as a purchase effective October 25, 1997 and the change in control
of Golden American through the acquisition of BT Variable, Inc.
was accounted for as a purchase effective August 14, 1996. The
merger and acquisition resulted in new bases of accounting
reflecting estimated fair values of assets and liabilities at
their respective dates. As a result, the Companies' financial
statements for the periods after October 24, 1997 are presented on
the Post-Merger new basis of accounting, for the period August 14,
1996 through October 24, 1997 are presented on the Post-
Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented on the Pre-Acquisition basis of accounting.

INVESTMENTS

Fixed Maturities: The Companies account for their investments
under the Statement of Financial Accounting Standards ("SFAS") No.
115, "Accounting for Certain Investments in Debt and Equity
Securities," which requires fixed maturities to be designated as
either "available for sale," "held for investment" or "trading."
Sales of fixed maturities designated as "available for sale" are
not restricted by SFAS No. 115. Available for sale securities are
reported at fair value and unrealized gains and losses on these
securities are included directly in stockholder's equity, after
adjustment for related changes in value

                                    82
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

of purchased insurance in force ("VPIF"), deferred policy acquisition
costs ("DPAC") and deferred income taxes. At December 31, 1998 and 1997,
all of the Companies' fixed maturities are designated as available
for sale, although the Companies are not precluded from designating
fixed maturities as held for investment or trading at some future date.

Securities determined to have a decline in value that is other
than temporary are written down to estimated fair value, which
becomes the new cost basis by a charge to realized losses in the
Companies' Statements of Operations. Premiums and discounts are
amortized/accrued utilizing a method which results in a constant
yield over the securities' expected lives. Amortization/accrual of
premiums and discounts on mortgage and other asset-backed
securities incorporates a prepayment assumption to estimate the
securities' expected lives.

Equity Securities: Equity securities are reported at estimated
fair value if readily marketable. The change in unrealized
appreciation and depreciation of marketable equity securities (net
of related deferred income taxes, if any) is included directly in
stockholder's equity. Equity securities determined to have a
decline in value that is other than temporary are written down to
estimated fair value, which then becomes the new cost basis by a
charge to realized losses in the Companies' Statements of
Operations.

Mortgage Loans: Mortgage loans on real estate are reported at cost
adjusted for amortization of premiums and accrual of discounts. If
the value of any mortgage loan is determined to be impaired (i.e.,
when it is probable the Companies will be unable to collect all
amounts due according to the contractual terms of the loan
agreement), the carrying value of the mortgage loan is reduced to
the present value of expected future cash flows from the loan
discounted at the loan's effective interest rate, or to the loan's
observable market price, or the fair value of the underlying
collateral. The carrying value of impaired loans is reduced by the
establishment of a valuation allowance which is adjusted at each
reporting date for significant changes in the calculated value of
the loan. Changes in this valuation allowance are charged or
credited to income.

Other Investments: Policy loans are reported at unpaid principal.
Short-term investments are reported at cost, adjusted for
amortization of premiums and accrual of discounts.

Realized Gains and Losses:  Realized gains and losses are
determined on the basis of specific identification and average
cost methods for manager initiated and issuer initiated disposals,
respectively.

Fair Values:  Estimated fair values, as reported herein, of
conventional mortgage-backed securities not actively traded in a
liquid market and publicly traded fixed maturities are estimated
using a third party pricing system. This pricing system uses a
matrix calculation assuming a spread over U.S. Treasury bonds
based upon the expected average lives of the securities. Fair
values of private placement bonds are estimated using a matrix
that assumes a spread (based on interest rates and a risk
assessment of the bonds) over U.S. Treasury bonds. Estimated fair
values of equity securities which consist of the Companies'
investment in its registered separate accounts are based upon the
quoted fair value of the securities comprising the individual
portfolios underlying the separate accounts.

                                    83
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

CASH AND CASH EQUIVALENTS

For purposes of the accompanying Statements of Cash Flows, the
Companies consider all demand deposits and interest-bearing
accounts not related to the investment function to be cash
equivalents. All interest-bearing accounts classified as cash
equivalents have original maturities of three months or less.

DEFERRED POLICY ACQUISITION COSTS

Certain costs of acquiring new insurance business, principally
first year commissions and interest bonuses, extra credit bonuses
and other expenses related to the production of new business, have
been deferred. Acquisition costs for variable annuity and variable
life products are being amortized generally in proportion to the
present value (using the assumed crediting rate) of expected
future gross profits. This amortization is adjusted
retrospectively when the Companies revise their estimate of
current or future gross profits to be realized from a group of
products. DPAC is adjusted to reflect the pro forma impact of
unrealized gains and losses on fixed maturities the Companies have
designated as "available for sale" under SFAS No. 115.

VALUE OF PURCHASED INSURANCE IN FORCE

As a result of the merger and the acquisition, a portion of the
purchase price related to each transaction was allocated to the
right to receive future cash flows from existing insurance
contracts. This allocated cost represents VPIF which reflects the
value of those purchased policies calculated by discounting
actuarially determined expected future cash flows at the discount
rate determined by the purchaser. Amortization of VPIF is charged
to expense in proportion to expected gross profits of the
underlying business. This amortization is adjusted retrospectively
when the Companies revise the estimate of current or future gross
profits to be realized from the insurance contracts acquired. VPIF
is adjusted to reflect the pro forma impact of unrealized gains
and losses on available for sale fixed maturities. See Notes 6 and
7 for additional information on VPIF resulting from the merger and
acquisition.

PROPERTY AND EQUIPMENT

Property and equipment primarily represent leasehold improvements,
office furniture, certain other equipment and capitalized computer
software and are not considered to be significant to the
Companies' overall operations. Property and equipment are reported
at cost less allowances for depreciation. Depreciation expense is
computed primarily on the basis of the straight-line method over
the estimated useful lives of the assets.

GOODWILL

Goodwill was established as a result of the merger and is being
amortized over 40 years on a straight-line basis. Goodwill
established as a result of the acquisition was being amortized
over 25 years on a straight-line basis. See Notes 6 and 7 for
additional information on the merger and acquisition.

FUTURE POLICY BENEFITS

Future policy benefits for divisions with fixed interest
guarantees of the variable products are established utilizing the
retrospective deposit accounting method. Policy reserves represent
the premiums received plus accumulated interest, less mortality
and administration charges. Interest credited to these policies
ranged from 3.00% to 10.00% during 1998, 3.30% to 8.25% during
1997 and 4.00% to 7.25% during 1996. The unearned revenue reserve
represents unearned distribution fees.  These distribution fees
have been deferred and are amortized over the life of the
contracts in proportion to expected gross profits.

                                    84
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEPARATE ACCOUNTS

Assets and liabilities of the separate accounts reported in the
accompanying Balance Sheets represent funds separately
administered principally for variable annuity and variable life
contracts. Contractholders, rather than the Companies, bear the
investment risk for the variable products. At the direction of the
contractholders, the separate accounts invest the premiums from
the sale of variable products in shares of specified mutual funds.
The assets and liabilities of the separate accounts are clearly
identified and segregated from other assets and liabilities of the
Companies. The portion of the separate account assets equal to the
reserves and other liabilities of variable annuity and variable
life contracts cannot be charged with liabilities arising out of
any other business the Companies may conduct.

Variable separate account assets are carried at fair value of the
underlying investments and generally represent contractholder
investment values maintained in the accounts. Variable separate
account liabilities represent account balances for the variable
annuity and variable life contracts invested in the separate
accounts; the fair value of these liabilities is equal to their
carrying amount. Net investment income and realized and unrealized
capital gains and losses related to separate account assets are
not reflected in the accompanying Statements of Operations.

Product charges recorded by the Companies from variable products
consist of charges applicable to each contract for mortality and
expense risk, cost of insurance, contract administration and
surrender charges. In addition, some variable annuity and all
variable life contracts provide for a distribution fee collected
for a limited number of years after each premium deposit. Revenue
recognition of collected distribution fees is amortized over the
life of the contract in proportion to its expected gross profits.
The balance of unrecognized revenue related to the distribution
fees is reported as an unearned revenue reserve.

DEFERRED INCOME TAXES

Deferred tax assets or liabilities are computed based on the
difference between the financial statement and income tax bases of
assets and liabilities using the enacted marginal tax rate.
Deferred tax assets or liabilities are adjusted to reflect the pro
forma impact of unrealized gains and losses on equity securities
and fixed maturities the Companies have designated as available
for sale under SFAS No. 115. Changes in deferred tax assets or
liabilities resulting from this SFAS No. 115 adjustment are
charged or credited directly to stockholder's equity. Deferred
income tax expenses or credits reflected in the Companies'
Statements of Operations are based on the changes in the deferred
tax asset or liability from period to period (excluding the SFAS
No. 115 adjustment).

DIVIDEND RESTRICTIONS
Golden American's ability to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed
an annual limit. During 1999, Golden American cannot pay dividends
to its Parent without prior approval of statutory authorities.

Under the provisions of the insurance laws of the State of New
York, First Golden cannot distribute any dividends to its
stockholder unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed at least thirty days
in advance of the proposed declaration. If the Superintendent
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution
by giving written notice to First Golden within thirty days after
the filing.
                                    85
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEGMENT REPORTING

As of December 31, 1998, the Companies adopted the SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 131 superseded SFAS No. 14, "Financial
Reporting for Segments of a Business Enterprise." SFAS No. 131
establishes standards for the way public business enterprises
report information about operating segments in annual financial
statements and requires enterprises to report selected information
about operating segments in interim financial reports. SFAS No.
131 also establishes standards for related disclosures about
products and services, geographic areas and major customers.

The Companies manage their business as one segment, the sale of
variable products designed to meet customer needs for tax-
advantaged methods of saving for retirement and protection from
unexpected death. Variable products are sold to consumers and
corporations throughout the United States. The adoption of SFAS
No. 131 did not affect the results of operations or financial
position of the Companies.

USE OF ESTIMATES

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions affecting the amounts reported in
the financial statements and accompanying notes. Actual results
could differ from those estimates.

Management is required to utilize historical experience and
assumptions about future events and circumstances in order to
develop estimates of material reported amounts and disclosures.
Included among the material (or potentially material) reported
amounts and disclosures that require extensive use of estimates
and assumptions are (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values
of policyholder liabilities, (2) policyholder liabilities, (3)
deferred policy acquisition costs and value of purchased insurance
in force, (4) fair values of assets and liabilities recorded as a
result of merger and acquisition transactions, (5) asset valuation
allowances, (6) guaranty fund assessment accruals, (7) deferred
tax benefits (liabilities) and (8) estimates for commitments and
contingencies including legal matters, if a liability is
anticipated and can be reasonably estimated. Estimates and
assumptions regarding all of the proceeding are inherently subject
to change and are reassessed periodically. Changes in estimates
and assumptions could materially impact the financial statements.

RECLASSIFICATIONS

Certain amounts in the financial statements for the periods ended
within the years ended December 31, 1997 and 1996 have been
reclassified to conform to the December 31, 1998 financial
statement presentation.

2.   BASIS OF FINANCIAL REPORTING

The financial statements of the Companies differ from related
statutory-basis financial statements principally as follows: (1)
acquisition costs of acquiring new business are deferred and
amortized over the life of the policies rather than charged to
operations as incurred; (2) an asset representing the present
value of future cash flows from insurance contracts acquired was
established as a result of the merger/acquisition and is amortized
and charged to expense; (3) future policy benefit reserves for
divisions with fixed interest guarantees of the variable products
are based on full account values, rather than the greater of cash
surrender value or amounts derived from discounting methodologies
utilizing statutory interest rates; (4) reserves are reported
before reduction for reserve credits related to

                                    86
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

2.   BASIS OF FINANCIAL REPORTING (continued)

reinsurance ceded and a receivable is established, net of an allowance
for uncollectible amounts, for these credits rather than presented net
of these credits; (5) fixed maturity investments are designated as
"available for sale" and valued at fair value with unrealized
appreciation/depreciation, net of adjustments to value of
purchased insurance in force, deferred policy acquisition costs
and deferred income taxes (if applicable), credited/charged
directly to stockholder's equity rather than valued at amortized
cost; (6) the carrying value of fixed maturities is reduced to
fair value by a charge to realized losses in the Statements of
Operations when declines in carrying value are judged to be other
than temporary, rather than through the establishment of a formula-
determined statutory investment reserve (carried as a liability),
changes in which are charged directly to surplus; (7) deferred
income taxes are provided for the difference between the financial
statement and income tax bases of assets and liabilities; (8) net
realized gains or losses attributed to changes in the level of
interest rates in the market are recognized when the sale is
completed rather than deferred and amortized over the remaining
life of the fixed maturity security; (9) a liability is
established for anticipated guaranty fund assessments, net of
related anticipated premium tax credits, rather than capitalized
when assessed and amortized in accordance with procedures
permitted by insurance regulatory authorities; (10) revenues for
variable products consist of policy charges applicable to each
contract for the cost of insurance, policy administration charges,
amortization of policy initiation fees and surrender charges
assessed rather than premiums received; (11) the financial
statements of Golden American's wholly owned subsidiary are
consolidated rather than recorded at the equity in net assets;
(12) surplus notes are reported as liabilities rather than as
surplus; and (13) assets and liabilities are restated to fair
values when a change in ownership occurs, with provisions for
goodwill and other intangible assets, rather than continuing to be
presented at historical cost.

The net loss for Golden American as determined in accordance with
statutory accounting practices was $68,002,000 in 1998, $428,000
in 1997 and $9,188,000 in 1996. Total statutory capital and
surplus was $183,045,000 at December 31, 1998 and $76,914,000 at
December 31, 1997.

                                    87
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS

INVESTMENT RESULTS

Major categories of net investment income are summarized below:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
|
|
Fixed maturities.............     $35,224             $4,443       |     $18,488            $5,083       |     $4,507
Equity securities............          --                  3       |          --               103       |         --
Mortgage loans on                                                  |                                     |
 real estate.................       6,616                879       |       3,070               203       |         --
Policy loans.................         619                 59       |         482                78       |         73
Short-term                                                         |                                     |
 investments.................       1,311                129       |         443               441       |        341
Other, net...................         246               (154)      |          24                 2       |         22
Funds held in                                                      |                                     |
 escrow......................          --                 --       |          --                --       |        145
                                  -------             ------       |     -------            ------       |     ------
Gross investment                                                   |                                     |
 income......................      44,016              5,359       |      22,507             5,910       |      5,088
Less investment                                                    |                                     |
 expenses....................      (1,531)              (232)      |        (851)             (115)      |        (98)
                                  -------             ------       |     -------            ------       |     ------
Net investment                                                     |                                     |
 income......................     $42,485             $5,127       |     $21,656            $5,795       |     $4,990
                                  =======             ======       |     =======            ======       |     ======
Realized gains (losses) on investments are as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
|
|
Fixed maturities:                                                  |                                     |
 available for sale..........     $(1,428)            $25          |     $151               $42          |     $(420)
Mortgage loans...............         (63)            (10)         |       --                --          |        --
                                  -------             ---          |     ----               ---          |     -----
Realized gains (losses)                                            |                                     |
 on investments..............     $(1,491)            $15          |     $151               $42          |     $(420)
                                  =======             ===          |     ====               ===          |     =====
88
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

The change in unrealized appreciation (depreciation) of securities
at fair value is as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
|
|
Fixed maturities:                                                  |                                     |
 Available for sale..........     $1,100              $(3,494)     |     $4,197             $2,497       |      $(3,045)
 Held for investment.........         --                   --      |         --                 --       |          (90)
Equity securities............     (2,390)                 (68)     |       (462)                (4)      |           (2)
                                  ------              -------      |     ------             ------       |      -------
Unrealized appreciation                                            |                                     |
 (depreciation) of                                                 |                                     |
 securities..................    $(1,290)             $(3,562)     |     $3,735             $2,493       |      $(3,137)
                                 =======              =======      |     ======             ======       |      =======
At December 31, 1998 and December 31, 1997, amortized cost, gross
unrealized gains and losses and estimated fair values of fixed
maturities, all of which are designated as available for sale, are
as follows:

                                                               POST-MERGER
                                       ---------------------------------------------------------
                                                         Gross            Gross        Estimated
                                       Amortized       Unrealized      Unrealized        Fair
                                          Cost           Gains            Losses         Value
                                       ---------       ----------      ----------      ---------
                                                          (Dollars in thousands)
DECEMBER 31, 1998
U.S. government and governmental
 agencies and authorities............. $ 13,568          $  182          $   (8)       $ 13,742
Foreign governments...................    2,028               8              --           2,036
Public utilities......................   67,710             546            (447)         67,809
Corporate securities..................  365,569           4,578          (2,658)        367,489
Other asset-backed securities.........   99,877             281          (1,046)         99,112
Mortgage-backed securities............  191,020           1,147            (370)        191,797
                                       --------          ------         -------        --------
Total................................. $739,772          $6,742         $(4,529)       $741,985
                                       ========          ======         =======        ========

DECEMBER 31, 1997
U.S. government and governmental
  agencies and authorities............ $  5,705          $    5         $    (1)       $  5,709
Foreign governments...................    2,062              --              (9)          2,053
Public utilities......................   26,983              55              (4)         27,034
Corporate securities..................  259,798           1,105            (242)        260,661
Other asset-backed securities.........    3,155              32              --           3,187
Mortgage-backed securities............  115,585             202             (30)        115,757
                                       --------          ------         -------        --------
Total................................. $413,288          $1,399         $  (286)       $414,401
                                       ========          ======         =======        ========
89
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

At December 31, 1998, net unrealized investment gains on fixed
maturities designated as available for sale totaled $2,213,000.
Appreciation of $1,005,000 was included in stockholder's equity at
December 31, 1998 (net of an adjustment of $203,000 to VPIF, an
adjustment of $455,000 to DPAC and deferred income taxes of
$550,000). Short-term investments with maturities of 30 days or
less have been excluded from the above schedules. Amortized cost
approximates fair value for these securities.

Amortized cost and estimated fair value of fixed maturities
designated as available for sale, by contractual maturity, at
December 31, 1998 are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right
to call or prepay obligations with or without call or prepayment
penalties.

                                                   POST-MERGER
                                           ---------------------------
                                           Amortized        Estimated
December 31, 1998                             Cost          Fair Value
----------------------------------------------------------------------
                                              (Dollars in thousands)
Due within one year......................  $ 50,208          $ 50,361
Due after one year through five years....   310,291           311,943
Due after five years through ten years...    78,264            78,541
Due after ten years......................    10,112            10,231
                                            448,875           451,076
Other asset-backed securities............    99,877            99,112
Mortgage-backed securities...............   191,020           191,797
                                           --------          --------
Total....................................  $739,772          $741,985
                                           ========          ========

An analysis of sales, maturities and principal repayments of the
Companies' fixed maturities portfolio is as follows:

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
POST-MERGER
For the year ended December 31, 1998:
Scheduled principal repayments,
 calls and tenders......................  $102,504       $ 60      $    (3)    $102,561
Sales...................................    43,204        518       (1,030)      42,692
                                          --------       ----      -------     --------
Total...................................  $145,708       $578      $(1,033)    $145,253
                                          ========       ====      =======     ========

For the period October 25, 1997 through
 December 31, 1997:
Scheduled principal repayments,
 calls and tenders.....................   $  6,708      $  2            --     $  6,710
Sales..................................      3,138        23            --        3,161
                                          --------      ----       -------     --------
Total..................................   $  9,846      $ 25            --     $  9,871
                                          ========      ====       =======     ========
90
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
POST- ACQUISITION
For the period January 1, 1997 through
 October 24, 1997:
Scheduled principal repayments,
 calls and tenders.....................    $25,419         --         --       $25,419
Sales..................................     14,052       $153       $ (2)       14,203
                                           -------       ----       ----       -------
Total..................................    $39,471       $153       $ (2)      $39,622
                                           =======       ====       ====       =======
For the period August 14, 1996 through
 December 31, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,612         --         --       $ 1,612
Sales.................................      45,799       $115       $(73)       45,841
                                           -------       ----       ----       -------
Total.................................     $47,411       $115       $(73)      $47,453
                                           =======       ====       ====       =======

PRE-ACQUISITION
For the period January 1, 1996 through
 August 13, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,801         --         --       $ 1,801
Sales.................................      53,710       $152      $(572)       53,290
                                           -------       ----      -----       -------
Total.................................     $55,511       $152      $(572)      $55,091
                                           =======       ====      =====       =======
Investment Valuation Analysis: The Companies analyze the
investment portfolio at least quarterly in order to determine if
the carrying value of any investment has been impaired. The
carrying value of debt and equity securities is written down to
fair value by a charge to realized losses when an impairment in
value appears to be other than temporary. During the year ended
December 31, 1998, Golden American recognized a loss on two fixed
maturity investments of $973,000. During 1997 and 1996, no
investments were identified as having an other than temporary
impairment.

Investments on Deposit: At December 31, 1998 and 1997, affidavits
of deposits covering bonds with a par value of $6,470,000 and
$6,605,000, respectively, were on deposit with regulatory
authorities pursuant to certain statutory requirements.

Investment Diversifications: The Companies' investment policies
related to the investment portfolio require diversification by
asset type, company and industry and set limits on the amount
which can be invested in an individual issuer. Such policies are
at least as restrictive as those set forth by regulatory
authorities. The following percentages relate to holdings at
December 31, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (26% in 1998, 30% in 1997),
conventional mortgage-backed securities (25% in 1998, 13% in
1997), financial companies (19% in 1998, 24% in 1997), other asset-
backed securities (11% in 1998) and various government bonds and
government or agency mortgage-backed securities (5% in 1998, 17%
in 1997). Mortgage loans on real estate have been analyzed

                                    91
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

by geographical location with concentrations by state identified as
California (12% in 1998 and 1997), Utah (11% in 1998, 13% in 1997)
and Georgia (10% in 1998, 11% in 1997). There are no other
concentrations of mortgage loans in any state exceeding ten
percent at December 31, 1998 and 1997. Mortgage loans on real
estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (36% in 1998, 43% in
1997), industrial buildings (32% in 1998, 33% in 1997) and retail
facilities (20% in 1998, 15% in 1997).  Equity securities are not
significant to the Companies' overall investment portfolio.

No investment in any person or its affiliates (other than bonds
issued by agencies of the United States government) exceeded ten
percent of stockholder's equity at December 31, 1998.

4.   COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the SFAS  No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes new
rules for the reporting and display of comprehensive income and
its components; however, the adoption of this statement had no
impact on the Companies' net income or stockholder's equity. SFAS
No. 130 requires unrealized gains or losses on the Companies'
available for sale securities (net of VPIF, DPAC and deferred
income taxes) to be included in other comprehensive income.  Prior
to the adoption of SFAS No. 130, unrealized gains (losses) were
reported separately in stockholder's equity. Prior year financial
statements have been reclassified to conform to the requirements
of SFAS No. 130.

Total comprehensive income (loss) for the Companies includes
$1,015,000 for the year ended December 31, 1998 for First Golden
($159,000, $536,000 and $(57,000), respectively, for the periods
October 25, 1997 through December 31, 1997, January 1, 1997
through October 24, 1997 and December 17, 1996 through December
31, 1996). Other comprehensive income excludes net investment
gains (losses) included in net income which merely represent
transfers from unrealized to realized gains and losses. These
amounts total $(2,133,000) in 1998. Such amounts, which have been
measured through the date of sale, are net of income taxes and
adjustments to VPIF and DPAC totaling $705,000 in 1998.

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments," requires disclosure of estimated fair value of all
financial instruments, including both assets and liabilities
recognized and not recognized in a company's balance sheet, unless
specifically exempted. SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments,"
requires additional disclosures about derivative financial
instruments. Most of the Companies' investments, investment
contracts and debt fall within the standards' definition of a
financial instrument. Fair values for the Companies' insurance
contracts other than investment contracts are not required to be
disclosed. In cases where quoted market prices are not available,
estimated fair values are based on estimates using present value
or other valuation techniques. Those techniques are significantly
affected by the assumptions used, including the discount rate and
estimates of future cash flows. Accounting, actuarial and
regulatory bodies are continuing to study the methodologies to be
used in developing fair value information, particularly as it
relates to such things as liabilities for insurance contracts.
Accordingly, care should be exercised in deriving conclusions
about the Companies' business or financial condition based on the
information presented herein.

The Companies closely monitor the composition and yield of
invested assets, the duration and interest credited on insurance
liabilities and resulting interest spreads and timing of cash
flows. These amounts
                                    92
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

are taken into consideration in the Companies' overall management
of interest rate risk, which attempts to minimize exposure to changing
interest rates through the matching of investment cash flows with amounts
expected to be due under insurance contracts.  These assumptions may not
result in values consistent with those obtained through an actuarial
appraisal of the Companies' business or values that might arise in
a negotiated transaction.

The following compares carrying values as shown for financial
reporting purposes with estimated fair values:

                                                   POST-MERGER
                                 -----------------------------------------------
                                    December 31, 1998       December 31, 1997
                                 ----------------------  -----------------------
                                              Estimated              Estimated
                                   Carrying     Fair      Carrying     Fair
                                    Value       Value      Value       Value
                                 -----------  ---------  ----------  -----------
                                             (Dollars in thousands)
ASSETS
Fixed maturities, available
 for sale......................  $  741,985  $  741,985  $  414,401   $  414,401
Equity securities..............      11,514      11,514       3,904        3,904
Mortgage loans on real estate..      97,322      99,762      85,093       86,348
Policy loans...................      11,772      11,772       8,832        8,832
Short-term investments.........      41,152      41,152      14,460       14,460
Cash and cash equivalents......       6,679       6,679      21,039       21,039
Separate account assets........  $3,396,114  $3,396,114  $1,646,169   $1,646,169

LIABILITIES
Annuity products...............     869,009     827,597     493,181      469,714
Surplus notes..................      85,000      90,654      25,000       28,837
Line of credit with affiliate..          --          --      24,059       24,059
Separate account liabilities...   3,396,114   3,396,114   1,646,169    1,646,169
The following methods and assumptions were used by the Companies
in estimating fair values.

Fixed Maturities: Estimated fair values of conventional mortgage-
backed securities not actively traded in a liquid market and
publicly traded securities are estimated using a third party
pricing system. This pricing system uses a matrix calculation
assuming a spread over U.S. Treasury bonds based upon the expected
average lives of the securities.

Equity Securities: Estimated fair values of equity securities,
which consist of the Companies' investment in the portfolios
underlying its separate accounts, are based upon the quoted fair
value of individual securities comprising the individual
portfolios. For equity securities not actively traded, estimated
fair values are based upon values of issues of comparable returns
and quality.

Mortgage Loans on Real Estate: Fair values are estimated by
discounting expected cash flows, using interest rates currently
offered for similar loans.

Policy Loans: Carrying values approximate the estimated fair value
for policy loans.

                                    93
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

Short-Term Investments and Cash and Cash Equivalents: Carrying
values reported in the Companies' historical cost basis balance
sheet approximate estimated fair value for these instruments due
to their short-term nature.

Separate Account Assets: Separate account assets are reported at
the quoted fair values of the individual securities in the
separate accounts.

Annuity Products: Estimated fair values of the Companies'
liabilities for future policy benefits for the divisions of the
variable annuity products with fixed interest guarantees and for
supplemental contracts without life contingencies are stated at
cash surrender value, the cost the Companies would incur to
extinguish the liability.

Surplus Notes: Estimated fair value of the Companies' surplus
notes were based upon discounted future cash flows using a
discount rate approximating the Companies' return on invested
assets.

Line Of Credit With Affiliate: Carrying value reported in the
Companies' historical cost basis balance sheet approximates
estimated fair value for this instrument.

Separate Account Liabilities: Separate account liabilities are
reported at full account value in the Companies' historical cost
balance sheet. Estimated fair values of separate account
liabilities are equal to their carrying amount.

6.   MERGER

Transaction:  On October 23, 1997, Equitable's shareholders
approved the Merger Agreement dated July 7, 1997 among Equitable,
PFHI and ING. On October 24, 1997, PFHI, a Delaware corporation,
acquired all of the outstanding capital stock of Equitable
according to the Merger Agreement. PFHI is a wholly owned
subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn,
owned all the outstanding capital stock of Equitable Life
Insurance Company of Iowa ("Equitable Life") and Golden American
and their wholly owned subsidiaries. In addition, Equitable owned
all the outstanding capital stock of Locust Street Securities,
Inc. ("LSSI"), Equitable Investment Services, Inc. (subsequently
dissolved), DSI, Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds
Distributor, Inc.). In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock and assumed approximately $400 million
in debt. As a result of this transaction, Equitable was merged
into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent"), a Delaware corporation.
All costs of the merger, including expenses to terminate certain
benefit plans, were paid by the Parent.

Accounting Treatment:  The merger was accounted for as a purchase
resulting in a new basis of accounting, reflecting estimated fair
values for assets and liabilities at October 24, 1997. The
purchase price was allocated to EIC and its subsidiaries with
$227,497,000 allocated to the Companies. Goodwill was established
for the excess of the merger cost over the fair value of the net
assets and attributed to EIC and its subsidiaries including Golden
American and First Golden. The amount of goodwill allocated to the
Companies relating to the merger was $151,127,000 at the merger
date and is being amortized over 40 years on a straight-line
basis. The carrying value of goodwill will be reviewed
periodically for any indication of impairment in value. The
Companies' DPAC, previous balance of VPIF and unearned revenue
reserve, as of the merger date, were eliminated and a new asset of
$44,297,000 representing VPIF was established for all policies in
force at the merger date.

                                    94
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

6.   Merger (continued)

Value of Purchased Insurance In Force:  As part of the merger, a
portion of the acquisition cost was allocated to the right to
receive future cash flows from insurance contracts existing with
the Companies at the merger date. This allocated cost represents
VPIF reflecting the value of those purchased policies calculated
by discounting the actuarially determined expected future cash
flow at the discount rate determined by ING.

An analysis of the VPIF asset is as follows:

                                                POST-MERGER
                                   -------------------------------------
                                                        For the period
                                      For the year     October 25, 1997
                                         ended              through
                                   December 31, 1998   December 31, 1997
                                   -----------------   -----------------
                                           (Dollars in thousands)

Beginning balance.................      $43,174              $44,297
                                        --------             --------
Imputed interest..................        2,802                1,004
Amortization......................       (7,753)              (1,952)
Changes in assumptions of
 timing of gross profits..........          227                   --
                                        --------             --------
Net amortization..................       (4,724)                (948)
Adjustment for unrealized gains
 on available for sale
 securities.......................          (28)                (175)
Adjustment for other receivables
 and merger costs.................       (2,445)                  --
                                        --------             --------
Ending balance....................      $35,977              $43,174
                                        =======              =======
Interest is imputed on the unamortized balance of VPIF at a rate
of 7.38% for the year ended December 31, 1998 and 7.03% for the
period October 25, 1997 through December 31, 1997. The
amortization of VPIF, net of imputed interest, is charged to
expense. VPIF decreased $2,664,000 in the second quarter of 1998
to adjust the value of other receivables at merger date and
increased $219,000 in the first quarter of 1998 as a result of an
adjustment to the merger costs. VPIF is adjusted for the
unrealized gains (losses) on available for sale securities; such
changes are included directly in stockholder's equity. Based on
current conditions and assumptions as to the impact of future
events on acquired policies in force, the expected approximate net
amortization relating to VPIF as of December 31, 1998 is
$4,300,000 in 1999, $4,000,000 in 2000, $3,900,000 in 2001,
$3,700,000 in 2002 and $3,300,000 in 2003. Actual amortization may
vary based upon changes in assumptions and experience.

7.   ACQUISITION

Transaction:  On August 13, 1996, Equitable acquired all of the
outstanding capital stock of BT Variable from Whitewood, a wholly
owned subsidiary of Bankers Trust Company ("Bankers Trust"),
according to the terms of the Purchase Agreement dated May 3, 1996
between Equitable and Whitewood. In exchange for the outstanding
capital stock of BT Variable, Equitable paid the sum of
$93,000,000 in cash to Whitewood in accordance with the terms of
the Purchase Agreement. Equitable also paid the sum of $51,000,000
in cash to Bankers Trust to retire certain debt owed by BT
Variable to Bankers Trust pursuant to a revolving credit arrangement.
After the acquisition, the BT Variable, Inc. name was changed to EIC
Variable, Inc. On April 30, 1997, EIC Variable, Inc. was liquidated
and its investments in

                                    95
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

7.   Acquisition (continued)

Golden American and DSI were transferred to Equitable, while the
remainder of its net assets were contributed to Golden American.
On December 30, 1997, EIC Variable, Inc. was dissolved.

Accounting Treatment:  The acquisition was accounted for as a
purchase resulting in a new basis of accounting, which reflected
estimated fair values for assets and liabilities at August 13,
1996. The purchase price was allocated to the three companies
purchased - BT Variable, DSI and Golden American. The allocation
of the purchase price to Golden American was approximately
$139,872,000. Goodwill was established for the excess of the
purchase price over the fair value of the net assets acquired and
attributed to Golden American. The amount of goodwill relating to
the acquisition was $41,113,000 and was amortized over 25 years on
a straight-line basis until the October 24, 1997 merger with ING.
Golden American's DPAC, previous balance of VPIF and unearned
revenue reserve, as of the acquisition date, were eliminated and
an asset of $85,796,000 representing VPIF was established for all
policies in force at the acquisition date.

Value of Purchased Insurance In Force:  As part of the
acquisition, a portion of the acquisition cost was allocated to
the right to receive future cash flows from the insurance
contracts existing with Golden American at the date of
acquisition. This allocated cost represents VPIF reflecting the
value of those purchased policies calculated by discounting the
actuarially determined expected future cash flows at the discount
rate determined by Equitable.

An analysis of the VPIF asset is as follows:

                                           POST-ACQUISITION           | PRE-ACQUISITION
                                  ------------------------------------|----------------
                                  For the period     For the period   | For the period
                                  January 1, 1997    August 14,1996   | January 1, 1996
                                      through           through       |     through
                                  October 24, 1997  December 31, 1996 | August 13, 1996
                                  ----------------  ----------------- | ---------------
                                                (Dollars in thousands)
|
Beginning balance................      $83,051           $85,796      |      $6,057
                                       -------           -------      |      ------
Imputed interest.................        5,138             2,465      |         273
Amortization.....................      (12,656)           (5,210)     |      (1,224)
Changes in assumption of                                              |      ------
 timing of gross profits.........        2,293                --      |          --
                                       -------           -------      |
Net amortization.................       (5,225)           (2,745)     |        (951)
Adjustment for unrealized gains                                       |
 (losses) on available for sale                                       |
 securities......................         (373)               --      |          11
                                       -------           -------      |      ------
Ending balance                         $77,453           $83,051      |      $5,117
                                       =======           =======      |      ======
Pre-Acquisition VPIF represents the remaining value assigned to in
force contracts when Bankers Trust purchased Golden American from
Mutual Benefit Life Insurance Company in Rehabilitation ("Mutual
Benefit") on September 30, 1992.

Interest was imputed on the unamortized balance of VPIF at rates
of 7.70% to 7.80% for the period August 14, 1996 through October
24, 1997. The amortization of VPIF net of imputed interest was
charged to expense. VPIF was also adjusted for the unrealized
gains (losses) on available for sale securities; such changes were
included directly in stockholder's equity.

8.   INCOME TAXES

Golden American files a consolidated federal income tax return.
Under the Internal Revenue Code, a newly acquired insurance
company cannot file as part of its parent's consolidated tax
return for 5 years.

                                    96
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

8.   INCOME TAXES(continued)

At December 31, 1998, the Companies have net operating loss
("NOL") carryforwards for federal income tax purposes of
approximately $50,917,000. Approximately $5,094,000, $3,354,000
and $42,469,000 of these NOL carryforwards are available to offset
future taxable income of the Companies through the years 2011,
2012 and 2013, respectively.

INCOME TAX EXPENSE

Income tax expense (benefit) included in the consolidated
financial statements is as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
|
|
Current.....................          --                --         |     $    12              --         |          --
Deferred....................      $5,279              $146         |     (1,349)            $220         |     $(1,463)
                                  ------              ----         |                                     |
                                  $5,279              $146         |     $(1,337)           $220         |     $(1,463)
                                  ======              ====         |     =======            ====         |     =======
The effective tax rate on income (loss) before income taxes is
different from the prevailing federal income tax rate. A
reconciliation of this difference is as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
|
|
|                                     |
Income (loss) before                                               |                                     |
 income taxes..............       $10,353             $(279)       |     $ ( 608)           $570         |     $1,736
                                  =======             =====        |     =======            ====         |     ======
Income tax (benefit) at                                            |                                     |
 federal statutory rate....       $ 3,624             $ (98)       |     $  (213)           $200         |     $  607
Tax effect (decrease) of:                                          |                                     |
 Realization of NOL                                                |                                     |
   carryforwards...........            --                --        |         --               --         |     (1,214)
 Goodwill amortization.....         1,322               220        |         --               --         |         --
 Compensatory stock                                                |                                     |
  option and restricted                                            |                                     |
  stock expense............            --                --        |     (1,011)              --         |         --
 Meals and                                                         |                                     |
  entertainment............           157                23        |         53               20         |         --
 Other items...............           176                 1        |       (166)              --         |         --
Change in valuation                                                |                                     |
 allowance.................            --                --        |         --               --         |       (856)
                                  =------             -----        |    -------             ----         |    -------
Income tax expense                                                 |                                     |
 (benefit).................       $ 5,279             $ 146        |    $(1,337)            $220         |    $(1,463)
                                  =======             =====        |    =======             ====         |    =======
97
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

8.   INCOME TAXES (continued)

DEFERRED INCOME TAXES

The tax effect of temporary differences giving rise to the
Companies' deferred income tax assets and liabilities at December
31, 1998 and 1997 is as follows:

                                                  POST-MERGER
                                       ------------------------------------
                                       December 31, 1998  December 31, 1997
                                       -----------------  -----------------
                                              (Dollars in thousands)
Deferred tax assets:
 Net unrealized depreciation of
  securities at fair value..........     $    691                    --
 Future policy benefits.............       66,273               $27,399
 Deferred policy acquisition costs..           --                 4,558
 Goodwill...........................       16,323                17,620
 Net operating loss carryforwards...       17,821                 3,044
 Other..............................        1,272                 1,548
                                         --------               -------
                                          102,380                54,169

Deferred tax liabilities:
 Net unrealized appreciation of
  securities at fair value..........             --               (130)
 Fixed maturity securities..........         (1,034)            (1,665)
 Deferred policy acquisition costs..        (55,520)                --
 Mortgage loans on real estate......           (845)              (845)
 Value of purchased insurance in
  force.............................        (12,592)           (15,172)
 Other..............................           (912)              (127)
                                           --------           --------
                                            (70,903)           (17,939)
                                           --------           --------
Deferred income tax asset...........       $ 31,477           $ 36,230
                                           ========           ========

The Companies are required to establish a "valuation allowance"
for any portion of the deferred tax assets management believes
will not be realized. In the opinion of management, it is more
likely than not the Companies will realize the benefit of the
deferred tax assets; therefore, no such valuation allowance has
been established.

9.   RETIREMENT PLANS

Defined Benefit Plans:  In 1998 and 1997, the Companies were
allocated their share of the pension liability associated with
their employees. The Companies' employees are covered by the
employee retirement plan of an affiliate, Equitable Life. Further,
Equitable Life sponsors a defined contribution plan that is
qualified under Internal Revenue Code Section 401(k). The
following tables summarize the benefit obligations and the funded
status for pension benefits over the two-year period ended
December 31, 1998:

                                    98
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

9.   RETIREMENT PLANS (continued)

                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at January 1............   $  956          $192
Service cost...............................    1,138           682
Interest cost..............................       97            25
Actuarial loss.............................    2,266            57
Benefit payments...........................      (3)           --
                                              ------          ----
Benefit obligation at December 31..........   $4,454          $956
                                              ======          ====

                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
FUNDED STATUS
Funded status at December 31...............  $(4,454)        $(956)
Unrecognized net loss......................    2,266            --
                                             -------         -----
Net amount recognized......................  $(2,188)        $(956)
                                             =======         =====

During 1998 and 1997, the Companies' plan assets were held by
Equitable Life, an affiliate.

The weighted-average assumptions used in the measurement of the
Companies' benefit obligation are as follows:

                                                1998          1997
                                               ------        ------
DECEMBER 31
Discount rate................................   6.75%         7.25%
Expected return on plan assets...............   9.50          9.00
Rate of compensation increase................   4.00          5.00

The following table provides the net periodic benefit cost for the
fiscal years 1998 and 1997:

                                        POST-MERGER               | POST-ACQUISITION
                             ------------------------------------ | ----------------
                                                For the period    |  For the period
                                For the year     October 25,1997  |  January 1,1997
                                   ended             through      |      through
                             December 31, 1998  December 31, 1997 | October 24, 1997
                             -----------------  ----------------- | ----------------
                                                  (Dollars in thousands)
|
Service cost................      $1,138               $114       |        $568
Interest cost...............          97                 10       |          15
Amortization of net loss....          --                 --       |           1
                                  ------               ----       |        ----
Net periodic benefit cost...      $1,235               $124       |        $584
                                  ======               ====       |        ====
There were no gains or losses resulting from curtailments or settlements
during 1998 or 1997.

                                    99
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

9.   RETIREMENT PLANS (continued)

The projected benefit obligation, accumulated benefit obligation
and fair value of plan assets for pension plans with accumulated
benefit obligations in excess of plan assets were $4,454,000,
$3,142,000 and $0, respectively, as of December 31, 1998 and
$956,000, $579,000 and $0, respectively, as of December 31, 1997.

10.  RELATED PARTY TRANSACTIONS

Operating Agreements:  DSI acts as the principal underwriter (as
defined in the Securities Act of 1933 and the Investment Company
Act of 1940, as amended) and distributor of the variable insurance
products issued by the Companies. DSI is authorized to enter into
agreements with broker/dealers to distribute the Companies'
variable insurance products and appoint representatives of the
broker/dealers as agents. For the year ended December 31, 1998 and
for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, the Companies paid
commissions to DSI totaling $117,470,000, $9,931,000 and
$26,419,000, respectively ($9,995,000 for the period August 14,
1996 through December 31, 1996 and $17,070,000 for the period
January 1, 1996 through August 13, 1996).

Golden American provides certain managerial and supervisory
services to DSI. The fee paid by DSI for these services is
calculated as a percentage of average assets in the variable
separate accounts. For the year ended December 31, 1998 and for
the periods October 25, 1997 through December 31, 1997 and January
1, 1997 through October 24, 1997, the fee was $4,771,000, $508,000
and $2,262,000, respectively. For the periods August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996 the fee was $877,000 and $1,390,000, respectively.

Effective January 1, 1998, the Companies have an asset management
agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management services.
Under the agreement, the Companies record a fee based on the value
of the assets under management. The fee is payable quarterly. For
the year ended December 31, 1998, the Companies incurred fees of
$1,504,000 under this agreement.

Prior to 1998, the Companies had a service agreement with
Equitable Investment Services, Inc. ("EISI"), an affiliate, in
which EISI provided investment management services. Payments for
these services totaled $200,000, $768,000 and $72,000 for the
periods October 25, 1997 through December 31, 1997, January 1,
1997 through October 24, 1997 and August 14, 1996 through December
31, 1996, respectively.

Golden American has a guaranty agreement with Equitable Life, an
affiliate. In consideration of an annual fee, payable June 30,
Equitable Life guarantees to Golden American that it will make
funds available, if needed, to Golden American to pay the
contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and
nothing contained therein or done pursuant thereto by Equitable
Life shall be deemed to constitute, a direct or indirect guaranty
by Equitable Life of the payment of any debt or other obligation,
indebtedness or liability, of any kind or character whatsoever, of
Golden American. The agreement does not guarantee the value of the
underlying assets held in separate accounts in which funds of
variable life insurance and variable annuity policies have been
invested. The calculation of the annual fee is based on risk based
capital. As Golden American's risk based capital level was above
required amounts, no annual fee was payable in 1998 or in 1997.

Golden American provides certain advisory, computer and other
resources and services to Equitable Life. Revenues for these
services, which reduced general expenses incurred by Golden
American, totaled $5,833,000 for the year ended December 31, 1998
($1,338,000 and $2,992,000 for the periods October 25,

                                    100
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

10.  RELATED PARTY TRANSACTIONS (continued)

1997 through December 31, 1997 and January 1, 1997 through October
24, 1997, respectively). No services were provided by Golden American
in 1996.

The Companies have a service agreement with Equitable Life in
which Equitable Life provides administrative and financial related
services. Under this agreement, the Companies incurred expenses of
$1,058,000 for the year ended December 31, 1998 ($13,000 and
$16,000 for the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997, respectively).

First Golden provides resources and services to DSI. Revenues for
these services, which reduce general expenses incurred by the
Companies, totaled $75,000 in 1998.

For the year ended December 31, 1998, the Companies had premiums,
net of reinsurance, for variable products from four affiliates,
Locust Street Securities, Inc., Vestax Securities Corporation, DSI
and Multi-Financial Securities Corporation of $122,900,000,
$44,900,000, $13,600,000 and $13,400,000, respectively.  The
Companies had premiums, net reinsurance, for variable products
from three affiliates, Locust Street Securities, Inc., Vestax
Securities Corporation and DSI of $9,300,000, $1,900,000 and
$2,100,000 respectively, for the period October 25, 1997 through
December 31, 1997 ($16,900,000, $1,200,000 and $400,000 for the
period January 1, 1997 through October 24, 1997, respectively).

Reciprocal Loan Agreement:  Golden American maintains a reciprocal
loan agreement with ING America Insurance Holdings, Inc. ("ING
AIH"), a Delaware corporation and affiliate, to facilitate the
handling of unusual and/or unanticipated short-term cash
requirements. Under this agreement which became effective January
1, 1998 and expires December 31, 2007, Golden American and ING AIH
can borrow up to $65,000,000 from one another. Prior to lending
funds to ING AIH, Golden American must obtain the approval of the
State of Delaware Department of Insurance. Interest on any Golden
American borrowings is charged at the rate of ING AIH's cost of
funds for the interest period plus 0.15%. Interest on any ING AIH
borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a
similar duration. Under this agreement, Golden American incurred
interest expense of $1,765,000 in 1998. At December 31, 1998,
Golden American did not have any borrowings or receivables from
ING AIH under this agreement.

Line of Credit:  Golden American maintained a line of credit
agreement with Equitable to facilitate the handling of unusual
and/or unanticipated short-term cash requirements. Under this
agreement which became effective December 1, 1996 and expired
December 31, 1997, Golden American could borrow up to $25,000,000.
Interest on any borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%.
Under this agreement, Golden American incurred interest expense of
$211,000 for the year ended December 31, 1998 ($213,000 for the
period October 25, 1997 through December 31, 1997, $362,000 for
the period January 1, 1997 through October 24, 1997 and $85,000
for the period August 14, 1996 through December 31, 1996). The
outstanding balance was paid by a capital contribution.

Surplus Notes:  On December 30, 1998, Golden American issued a
7.25% surplus note in the amount of $60,000,000 to Equitable Life.
The note matures on December 29, 2028. The note and related
accrued interest is subordinate to payments due to policyholders,
claimant and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of
Golden American. Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred no interest in 1998.

                                    101
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

10.  RELATED PARTY TRANSACTIONS (continued)
On December 17, 1996, Golden American issued an 8.25% surplus note
in the amount of $25,000,000 to Equitable. The note matures on
December 17, 2026. The note and related accrued interest is
subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of
debtors of Golden American. Any payment of principal made is
subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred interest totaling
$2,063,000 in 1998 ($344,000 and $1,720,000 for the periods
October 25, 1997 through December 31, 1997 and January 1, 1997
through October 24, 1997, respectively). On December 17, 1996,
Golden American contributed the $25,000,000 to First Golden
acquiring 200,000 shares of common stock (100% of outstanding
stock) of First Golden.

Stockholder's Equity:  On September 23, 1996, EIC Variable, Inc.
contributed $50,000,000 of Preferred Stock to the Companies'
additional paid-in capital. During 1998, Golden American received
$122,500,000 of capital contributions from its Parent.

11.  COMMITMENTS AND CONTINGENCIES

Contingent Liability:  In a transaction that closed on September
30, 1992, Bankers Trust acquired from Mutual Benefit, in
accordance with the terms of an Exchange Agreement, all of the
issued and outstanding capital stock of Golden American and DSI
and certain related assets for consideration with an aggregate
value of $13,200,000 and contributed them to BT Variable. The
transaction involved settlement of pre-existing claims of Bankers
Trust against Mutual Benefit. The ultimate value of these claims
has not yet been determined by the Superior Court of New Jersey
and, prior to August 13, 1996, was contingently supported by a
$5,000,000 note payable from Golden American and a $6,000,000
letter of credit from Bankers Trust. Bankers Trust estimated the
contingent liability due from Golden American amounted to $439,000
at August 13, 1996. At August 13, 1996, the balance of the escrow
account established to fund the contingent liability was
$4,293,000.

On August 13, 1996, Bankers Trust made a cash payment to Golden
American in an amount equal to the balance of the escrow account
less the $439,000 contingent liability discussed above. In
exchange, Golden American irrevocably assigned to Bankers Trust
all of Golden American's rights to receive any amounts to be
disbursed from the escrow account in accordance with the terms of
the Exchange Agreement. Bankers Trust also irrevocably agreed to
make all payments becoming due under the Golden American note and
to indemnify Golden American for any liability arising from the
note.

Reinsurance:  At December 31, 1998, the Companies had reinsurance
treaties with four unaffiliated reinsurers and one affiliated
reinsurer covering a significant portion of the mortality risks
under variable contracts. The Companies remain liable to the
extent reinsurers do not meet their obligations under the
reinsurance agreements. Reinsurance ceded in force for life
mortality risks were $111,552,000 and $96,686,000 at December 31,
1998 and 1997, respectively. At December 31, 1998, the Companies
have a net receivable of $7,470,000 for reserve credits,
reinsurance claims or other receivables from these reinsurers
comprised of $439,000 for claims recoverable from reinsurers,
$543,000 for a payable for reinsurance premiums and $7,574,000 for
a receivable from an unaffiliated reinsurer. Included in the
accompanying financial statements are net considerations to
reinsurers of $4,797,000, $326,000, $1,871,000, $875,000 and
$600,000 and net policy benefits recoveries of $2,170,000,
$461,000, $1,021,000, $654,000 and $1,267,000 for the year ended
December 31, 1998 and for the periods October 25, 1997 through
December 31, 1997, January 1, 1997 through October 24, 1997,
August 14, 1996 through December 31, 1996 and January 1, 1996
through August 13, 1996, respectively.

                                    102
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

11.  COMMITMENTS AND CONTINGENCIES (continued)

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The
accompanying financial statements are presented net of the effects
of the treaty which increased income by $1,022,000, $265,000,
$335,000, $10,000 and $56,000 for the year ended December 31, 1998
and for the periods October 25, 1997 through December 31, 1997,
January 1, 1997 through October 24, 1997, August 14, 1996 through
December 31, 1996 and January 1, 1996 through August 13, 1996,
respectively.

Guaranty Fund Assessments:  Assessments are levied against the
Companies by life and health guaranty associations in most states
in which the Companies are licensed to cover losses of
policyholders of insolvent or rehabilitated insurers. In some
states, these assessments can be partially recovered through a
reduction in future premium taxes. The Companies cannot predict
whether and to what extent legislative initiatives may affect the
right to offset. The associated cost for a particular insurance
company can vary significantly based upon its fixed account
premium volume by line of business and state premiums as well as
its potential for premium tax offset. The Companies have
established an undiscounted reserve to cover such assessments and
regularly reviews information regarding known failures and revises
its estimates of future guaranty fund assessments. Accordingly,
the Companies accrued and charged to expense an additional
$1,123,000 for the year ended December 31, 1998, $141,000 for the
period October 25, 1997 through December 31, 1997, $446,000 for
the period January 1, 1997 through October 24, 1997, $291,000 for
the period August 14, 1996 through December 31, 1996 and $480,000
for the period January 1, 1996 through August 13, 1996. At
December 31, 1998, the Companies have an undiscounted reserve of
$2,446,000 to cover estimated future assessments (net of related
anticipated premium tax credits) and has established an asset
totaling $586,000 for assessments paid which may be recoverable
through future premium tax offsets. The Companies believe this
reserve is sufficient to cover expected future guaranty fund
assessments, based upon previous premiums, and known insolvencies
at this time.

Litigation:  The Companies, like other insurance companies, may be
named or otherwise involved in lawsuits, including class action
lawsuits. In some class action and other lawsuits involving
insurers, substantial damages have been sought and/or material
settlement payments have been made. The Companies currently
believe no pending or threatened lawsuits exist that are
reasonably likely to have a material adverse impact on the
Companies.

Vulnerability from Concentrations:  The Companies have various
concentrations in its investment portfolio (see Note 3 for further
information). The Companies' asset growth, net investment income
and cash flow are primarily generated from the sale of variable
products and associated future policy benefits and separate
account liabilities. Substantial changes in tax laws that would
make these products less attractive to consumers and extreme
fluctuations in interest rates or stock market returns which may
result in higher lapse experience than assumed could cause a
severe impact to the Companies' financial condition. Two
broker/dealers generated 27% of the Companies' sales (53% by two
broker/dealers during 1997).

Leases:  The Companies lease their home office space, certain
other equipment and capitalized computer software under operating
leases which expire through 2018. During the year ended December
31, 1998 and for the periods October 25, 1997 through December 31,
1997, January 1, 1997 through October 24, 1997, August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996, rent expense totaled $1,241,000, $39,000, $331,000, $147,000
and $247,000, respectively. At December 31, 1998, minimum rental
payments due under all non-cancelable operating leases with
initial terms of one

                                    103
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

11.  COMMITMENTS AND CONTINGENCIES (continued)

year or more are: 1999 - $1,528,000; 2000 - $1,429,000; 2001 - $1,240,000;
2002 - $1,007,000; 2003 - $991,000 and 2004 and thereafter - $5,363,000.

Revolving Note Payable:  To enhance short-term liquidity, the
Companies have established a revolving note payable effective July
27, 1998 and expiring July 31, 1999 with SunTrust Bank, Atlanta
(the "Bank"). The note was approved by the Boards of Directors of
Golden American and First Golden on August 5, 1998 and September
29, 1998, respectively. The total amount the Companies may have
outstanding is $85,000,000, of which Golden American and First
Golden have individual credit sublimits of $75,000,000 and
$10,000,000, respectively. The note accrues interest at an annual
rate equal to: (1) the cost of funds for the Bank for the period
applicable for the advance plus 0.25% or (2) a rate quoted by the
Bank to the Companies for the advance. The terms of the agreement
require the Companies to maintain the minimum level of Company
Action Level Risk Based Capital as established by applicable state
law or regulation. During the year ended December 31, 1998, the
Companies incurred interest expense of $352,000. At December 31,
1998, the Companies did not have any borrowings under this
agreement.

                                    104
TABLE OF CONTENTS

      ITEM                                                PAGE
      Introduction                                           1
      Description of Golden American Life Insurance Company  1
      Safekeeping of Assets                                  1
      The Administrator                                      1
      Independent Auditors                                   1
      Distribution of Contracts                              1
      Performance Information                                2
      IRA Withdrawal Option                                  7
      Other Information                                      7
      Financial Statements of Separate Account B             7
      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. SEND THE FORM TO OUR CUSTOMER SERVICE CENTER AT THE ADDRESS
SHOWN ON THE PROSPECTUS COVER.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

               __________________________________________________
               NAME

               __________________________________________________
               SOCIAL SECURITY NUMBER

               __________________________________________________
               STREET ADDRESS

               __________________________________________________
               CITY, STATE, ZIP

106293 (02/00)

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
This page intentionally left blank.
APPENDIX A
                     CONDENSED FINANCIAL INFORMATION

Except for the Investors, Large Cap Value, All Cap and Managed Global
subaccounts which did not commenced operations as of December 31, 1998,
the following tables give (1) the accumulation unit value ("AUV"), (2)
the total number of accumulation units, and (3) the total accumulation
unit value, for each subaccount of Golden American Separate Account B
available under the Contract for the indicated periods.  The date on
which the subaccount became available to investors and the starting
accumulation unit value are indicated on the last row of each table.

LIQUID ASSET
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.33            1,185,641      $   16,985       |
| 1997       13.83              131,429           1,818       |
| 10/1/97    13.71                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.11              839,093       $  11,842       |
        | 1997       13.65               61,012             846       |
        | 10/1/97    13.53                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.88            2,967,968      $   41,195       |
                | 1997       13.44              298,288           4,009       |
                | 10/1/97    13.33                   --              --       |
                |-------------------------------------------------------------|

LIMITED MATURITY BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.77              633,316       $  10,620       |
| 1997       15.91               16,839             268       |
| 10/1/97    15.72                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.52              334,521        $  5,526       |
        | 1997       15.70               10,105             159       |
        | 10/1/97    15.52                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.25              910,113       $  14,787       |
                | 1997       15.47               12,557             195       |
                | 10/1/97    15.29                   --              --       |
                |-------------------------------------------------------------|

GLOBAL FIXED INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  13.09              187,670        $  2,456       |
| 1997       11.87                3,418              41       |
| 10/1/97    11.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $13.00               80,199          $1,043       |
        | 1997       11.81                  310               4       |
        | 10/1/97    11.93                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $12.92              180,373        $  2,330       |
                | 1997       11.75                6,455              76       |
                | 10/1/97    11.87                   --              --       |
                |-------------------------------------------------------------|

                                     A1
TOTAL RETURN
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.72            1,708,118       $  30,264       |
| 1997       16.02               54,291             874       |
| 10/1/97    16.10                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $17.60            1,404,222       $  24,713       |
        | 1997       16.02               25,888             415       |
        | 10/1/97    15.75                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $17.49            3,742,869       $  65,449       |
                | 1997       15.94              147,659           2,354       |
                | 10/1/97    15.68                   --              --       |
                |-------------------------------------------------------------|

FULLY MANAGED
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  20.53              593,655       $  12,189       |
| 1997       19.66               36,852             725       |
| 10/1/97     9.49                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $20.23              512,203       $  10,361       |
        | 1997       19.40               28,440             552       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $19.90            1,673,484       $  33,294       |
                | 1997       19.11              108,003           2,064       |
                | 10/1/97    18.96                   --              --       |
                |-------------------------------------------------------------|

EQUITY INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.94              257,646        $  5,652       |
| 1997       20.55               26,372             542       |
| 10/1/97    20.55                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.61              207,605        $  4,486       |
        | 1997       20.28               13,243             269       |
        | 10/1/97    20.29                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.26              713,431       $  15,164       |
                | 1997       19.97               35,002             699       |
                | 10/1/97    19.99                   --              --       |
                |-------------------------------------------------------------|

RISING DIVIDENDS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.61            1,802,632       $  40,757       |
| 1997       20.09               50,068           1,006       |
| 10/1/97    19.30                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.43            1,454,269       $  32,624       |
        | 1997       19.96               34,332             685       |
        | 10/1/97    19.19                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.22            4,169,562       $  92,659       |
                | 1997       19.81              169,648           3,360       |
                | 10/1/97    19.05                   --              --       |
                |-------------------------------------------------------------|

                                     A2
CAPITAL GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.01            1,393,674       $  23,707       |
| 1997       15.41              101,866           1,569       |
| 10/1/97    15.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.94            1,251,474       $  21,197       |
        | 1997       15.36              160,843           2,471       |
        | 10/1/97    15.95                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.87            2,660,020       $  44,867       |
                | 1997       15.32              246,159           3,772       |
                | 10/1/97    15.92                   --              --       |
                |-------------------------------------------------------------|

GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.29            1,521,473       $  24,792       |
| 1997       13.03               97,853           1,275       |
| 10/1/97    15.18                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.22              797,510       $  12,940       |
        | 1997       12.99               34,329             446       |
        | 10/1/97    15.14                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.16            2,265,343       $  36,602       |
                | 1997       12.96              226,700           2,938       |
                | 10/1/97    15.10                   --              --       |
                |-------------------------------------------------------------|

VALUE EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  18.31              491,538        $  8,998       |
| 1997       18.28               28,327             518       |
| 10/1/97    18.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $18.20              470,129        $  8,556       |
        | 1997       18.20               40,454             736       |
        | 10/1/97    18.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $18.06            1,161,575       $  20,974       |
                | 1997       18.09              117,054           2,117       |
                | 10/1/97    18.67                   --              --       |
                |-------------------------------------------------------------|

RESEARCH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.89            1,882,609       $  43,093       |
| 1997       18.87               58,635           1,106       |
| 10/1/97    19.33                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.73            1,664,084       $  37,830       |
        | 1997       18.77               29,908             561       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.59            3,504,785       $  79,977       |
                | 1997       18.67              154,878           2,892       |
                | 10/1/97    19.15                   --              --       |
                |-------------------------------------------------------------|

                                     A3
CAPITAL APPRECIATION
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  24.50              552,738       $  13,542       |
| 1997       22.05               12,122             267       |
| 10/1/97    21.95                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $24.26              436,641        $ 10,591       |
        | 1997       21.87               20,531             449       |
        | 10/1/97    21.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $23.98              999,496       $  23,892       |
                | 1997       21.65               66,918           1,449       |
                | 10/1/97    21.57                   --              --       |
                |-------------------------------------------------------------|

MID-CAP GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.43              871,756       $  19,550       |
| 1997       18.52               35,953             666       |
| 10/1/97    18.94                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.31              523,815       $  11,688       |
        | 1997       18.45               13,732             253       |
        | 10/1/97    18.88                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.17            1,207,879       $  26,779       |
                | 1997       18.36               48,168             885       |
                | 10/1/97    18.79                   --              --       |
                |-------------------------------------------------------------|

STRATEGIC EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.23              291,183       $   4,143       |
| 1997       14.31               13,199             189       |
| 10/1/97    14.14                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.16              162,917        $  2,307       |
        | 1997       14.26               15,985             228       |
        | 10/1/97    14.10                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $14.07              748,842       $  10,538       |
                | 1997       14.20               49,579             704       |
                | 10/1/97    14.04                   --              --       |
                |-------------------------------------------------------------|

SMALL CAP
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  15.37            1,029,412       $  15,820       |
| 1997       12.88               58,584             755       |
| 10/1/97    13.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $15.30              594,716        $  9,098       |
        | 1997       12.84               20,111             258       |
        | 10/1/97    13.82                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $15.23            1,273,236       $  19,390       |
                | 1997       12.81               99,963           1,280       |
                | 10/1/97    13.78                   --              --       |
                |-------------------------------------------------------------|

                                     A4
REAL ESTATE
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.74              196,372        $  4,270       |
| 1997       25.48               10,718             273       |
| 10/1/97    25.25                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.42              112,984        $  2,420       |
        | 1997       25.14                8,060             203       |
        | 10/1/97    24.92                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.07              408,418        $  8,604       |
                | 1997       24.76               44,523           1,102       |
                | 10/1/97    24.56                   --              --       |
                |-------------------------------------------------------------|

HARD ASSETS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.28               50,015         $   714       |
| 1997       20.57                4,291              88       |
| 10/1/97    24.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.07               33,342         $   469       |
        | 1997       20.29                4,830              98       |
        | 10/1/97    23.68                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.84              205,654        $  2,846       |
                | 1997       19.99               10,671             213       |
                | 10/1/97    23.34                   --              --       |
                |-------------------------------------------------------------|

DEVELOPING WORLD
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $ 7.28              131,499         $   958       |
| 2/19/98    10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $ 7.27               31,253         $   227       |
        | 2/19/98    10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $ 7.26              111,296         $   808       |
                | 2/19/98       --                   --              --       |
                |-------------------------------------------------------------|

PIMCO HIGH YIELD BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $10.08              872,132        $  8,791       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.07              424,746        $  4,277       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.06            1,487,999       $  14,969       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|

                                     A5
PIMCO STOCKSPLUS GROWTH AND INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $11.11              883,763        $  9,820       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $11.10              467,386        $  5,188       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $11.09            1,878,277       $  20,828       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|

INTERNATIONAL EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  10.29            1,067,090       $  10,979       |
| 1997        9.90               38,652             383       |
| 10/1/97    11.57                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.32              680,862        $  7,025       |
        | 1997        9.95               36,098             359       |
        | 10/1/97    11.62                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.27            1,736,702       $  17,844       |
                | 1997        9.92               72,955             724       |
                | 10/1/97    11.60                   --              --       |
                |-------------------------------------------------------------|

                                     A6
APPENDIX B

                  MARKET VALUE ADJUSTMENT EXAMPLES

`EXAMPLE #1: FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is requested
3 years into the guaranteed interest period; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 8%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $11,535

   Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $112,695 ( $124,230 - $11,535 ).

EXAMPLE #2: FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is requested
3 years into the guaranteed interest period; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^  2,555 / 365  - 1 ) = $4,141

   Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $124,230 ( $124,230 + $4,141 ).

EXAMPLE #3: WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a withdrawal of $112,695 is
requested 3 years into the guaranteed interest period; that the
then Index Rate ("J") for a 7 year guaranteed interest period is 8%;
and that no prior transfers or withdrawals affecting this Fixed
Interest Allocation have been made.

                                  B1
First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

   1. The contract value of the Fixed Interest Allocation on the date of
      withdrawal is $248,459
      ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      ( $112,695 / ( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $124,230

   Then calculate the Market Value Adjustment on that amount.

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $11,535

   Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $112,695 as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $112,695, and also reduced by the Market Value
Adjustment of $11,535, for a total reduction in the Fixed Interest Allocation
of $124,230.

EXAMPLE #4: WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate of 7%; that a withdrawal of $128,371 requested 3
years into the guaranteed interest period; that the then Index Rate ("J")
for a 7 year guaranteed interest period is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

   First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

   1. The contract value of Fixed Interest Allocation on the date of
      surrender is $248,459 ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      ( $128,371 / ( 1.07 / 1.0650 ) ^  2,555 / 365 ) = $124,230

   Then calculate the Market Value Adjustment on that amount

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^  2,555 / 365  - 1 ) = $4,141

   Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $128,371, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $128,371, but increased by the Market Value
Adjustment of $4,141, for a total reduction in the Fixed Interest Allocation
of $124,230.

                                  B2
APPENDIX C

             SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $10,000 and
additional premium payments of $10,000 in each of the second and third
contract years, for total premium payments under the Contract of $30,000.
It also assumes a withdrawal at the beginning of the fifth contract year
of 15% of the contract value of $35,000.

In this example, $3,500 ($35,000 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 $5,250 ($35,000 x .15).
Therefore, $1,750 ($5,250 - $3,500) is considered an excess withdrawal of
a part of the initial premium payment of $10,000 and would be subject to
a 7% surrender charge of $122.50 ($1,750 x .07).  This example does not
take into account any Market Value Adjustment or deduction of any premium
taxes.

                                  C1
ING VARIABLE ANNUITIES

                 GOLDEN AMERICAN LIFE INSURANCE COMPANY
 Golden American Life Insurance Company is a stock company domiciled in
                                Delaware

106293 PREMIUM PLUS                                                02/01/00
FORM ONE
                               VERSION B
PROFILE AND PROSPECTUS OF
                     GOLDENSELECT GALAXY/R/
ING VARIABLE ANNUITIES
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

                               PROFILE OF
                      GOLDENSELECT PREMIUM PLUS/R/
                      FEATURING THE GALAXY VIP FUND
                   FIXED AND VARIABLE ANNUITY CONTRACT
                           FEBRUARY 1, 2000

This Profile is a summary of some of the more important points that you
should know and consider before purchasing the Contract.  The Contract is
more fully described in the full prospectus which accompanies this
Profile.  Please read the prospectus carefully.

1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and Golden American Life
Insurance Company.  It is offered exclusively to customers of Fleet
Financial Group, Inc. and its affiliates.  The Contract features a
minimum 4% credit to each premium you pay.  The Contract provides a means
for you to invest on a tax-deferred basis in (i) one or more of 30 mutual
fund investment portfolios through our Separate Account B and/or (ii) in
a fixed account of Golden American with guaranteed interest periods. The
30 mutual fund portfolios are listed on page 3 below.  We currently offer
guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10 years in the
fixed account.  We set the interest rates in the fixed account (which
will never be less than 3%) periodically.  We may credit a different
interest rate for each interest period.  The interest you earn in the
fixed account as well as your principal is guaranteed by Golden American
as long as you do not take your money out before the maturity date for
the applicable interest period. If you withdraw your money from the fixed
account more than 30 days before the applicable maturity date, we will
apply a market value adjustment.  A market value adjustment could
increase or decrease your contract value and/or the amount you take out.
Generally, the investment portfolios are designed to offer a better
return than the fixed account.  However, this is NOT guaranteed.  You may
not make any money and can even lose the money you invest.

Subject to state availability, you may elect one of three optional riders
featured in the prospectus for the Contract.  The three optional benefit
riders are listed on page [10] below.  The optional benefit riders can
provide protection in the event that unfavorable investment performance
has lowered your contract value below certain targeted growth.  These
riders do not guarantee the performance of your investment portfolios.
Separate charges are assessed for the optional riders.  You should
carefully analyze and completely evaluate each rider before you
purchase any.  Be aware that the benefit provided by any of the
riders will be affected by certain later actions you may take - such
as withdrawals and transfers.  The riders are not available to Contracts
issued before January 1, 2000.  To find out about availability, check
with our Customer Service Center.

The Contract, like all deferred variable annuity contracts, has two
phases: the accumulation phase and the income phase.  The accumulation
phase is the period between the contract date and the date on which you
start receiving the annuity payments under your Contract.  The amounts
you accumulate during the accumulation phase will determine the amount
of annuity payments you will receive.  The income phase

                                                        PREMIUM PLUS PROFILE
                                                        PROSPECTUS BEGINS AFTER
                                                        PAGE [9] OF THIS PROFILE
begins on the annuity start date which is the date you start receiving
regular annuity payments from your Contract.

You determine (1) the amount and frequency of premium payments, (2) 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:

                             ANNUITY OPTIONS

Option 1   Income for a  Payments are made for a specified number of
           fixed period  years to you or your beneficiary.
Option 2   Income for    Payments are made for the rest of your life
           life with a   or longer for a specified period such as 10
           period        or 20 years or until the total amount used to
           certain       buy this option has been repaid. This option
                         comes with an added guarantee that payments
                         will continue to your beneficiary for the
                         remainder of such period if you should die
                         during the period.
Option 3   Joint life    Payments are made for your life and the life
           income        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.  If variable and subject to the
Investment Company Act of 1940, it will comply with the requirements of such
Act.  Once you elect an annuity option and begin to receive payments, it
cannot be changed.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or more
($1,500 for a qualified Contract) up to and including age 85.  You may
make additional payments of $500 or more ($250 for a qualified Contract)
at any time before you turn 85 during the accumulation phase.  Under
certain circumstances, we may waive the minimum initial and additional
premium payment requirement.  Any initial or additional premium payment
that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.  Each time you
make a premium payment, we will add a credit of at least 4% of each
premium payment to your contract value.  Within 1 year after any credit
is added, it may be deducted from your contract value under certain
circumstances which are described in the prospectus for the Contract.
After 1 year, a credit added to your contract value becomes permanent.

Who may purchase this Contract?  Contracts offered by the prospectus
accompanying this Profile are available only to customers of Fleet
Financial Group, Inc. and its affiliates.  The Contract may be purchased
by individuals as part of a personal retirement plan (a "non-qualified
Contract"), or as a Contract that qualifies for special tax treatment
when purchased as either an Individual Retirement Annuity (IRA) or in
connection with a qualified retirement plan (each a "qualified
Contract").

                                                        PREMIUM PLUS PROFILE
                                   2
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, and the credit we add, into (1) the fixed
account with guaranteed interest periods of 6 months, and 1, 3, 5, 7 and
10 years, and/or (2) into any one or more of the following 30 mutual fund
investment portfolios through our Separate Account B.  The investment
portfolios are described in the prospectuses for The GCG Trust, The
Galaxy VIP Fund, the PIMCO Variable Insurance Trust and the Warburg
Pincus Trust.  Keep in mind that while an investment in the fixed account
earns a fixed interest rate, an investment in any investment portfolio,
depending on market conditions, may cause you to make or lose money.  The
investment portfolios available under your Contract are:
THE GCG TRUST
     Liquid Asset Series            Rising Dividends Series     Mid-Cap Growth Series
     Limited Maturity Bond Series   Capital Growth Series       Strategic Equity Series
     Global Fixed Income Series     Growth Series               Small Cap Series
     Total Return Series            Value Equity Series         Real Estate Series
     Fully Managed Series           Research Series             Hard Assets Series
     Equity Income Series           Managed Global              Developing World Series
     Investors Series               All Cap Series
     Large Cap Value Series         Capital Appreciation Series

  THE GALAXY VIP FUND
     Equity Fund                    Small Company Growth Fund   High Quality Bond Fund
     Growth and Income Fund         Asset Allocation Fund

  THE PIMCO TRUST
     PIMCO High Yield Bond Portfolio
     PIMCO StocksPLUS Growth and Income Portfolio

  THE WARBURG PINCUS TRUST
     International Equity Portfolio
5.   EXPENSES
The Contract has insurance features and investment features, and there
are charges related to each.  For the insurance features, the Company
deducts a mortality and expense risk charge, an asset-based
administrative charge and an annual contract administrative charge of
$40.  We deduct the mortality and expense risk charge and the asset-based
administrative charges daily directly from your contract value in the
investment portfolios.  The mortality and expense risk charge (depending
on the death benefit you choose) and the asset-based administrative
charge, on an annual basis, are as follows:

                                                        PREMIUM PLUS PROFILE
                                   3
STANDARD         ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET  7% SOLUTION
Mortality & Expense Risk Charge       1.25%              1.40%         1.55%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%
                                          -----              -----         -----
       Total                              1.40%              1.55%         1.70%
If you choose to purchase one of the optional benefit riders we offer, we
will deduct a separate quarterly charge for the rider on each quarterly
contract anniversary and pro rata when the rider terminates; if the value
in the investment portfolios is insufficient, rider charges will be
deducted from the fixed account and a market value adjustment may apply.
We deduct the rider charges directly from your contract value in the
investment portfolios; if the value in the investment portfolios is
insufficient, rider charges will be deducted from the fixed account.
The rider charges are as follows:

  OPTIONAL BENEFIT RIDER CHARGES

  Minimum Guaranteed Accumulation Benefit (MGAB) rider
       Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year............0.125% of the MGAB Charge Base* (0.50% annually)
       20 Year............0.125% of the MGAB Charge Base  (0.50% annually)

  Minimum Guaranteed Income Benefit (MGIB) rider
       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% ................0.05% of the MGIB Base*  (0.20% annually)
       3%.................0.08% of the MGIB Base   (0.32% annually)
       5%.................0.10% of the MGIB Base   (0.40% annually)
       6%.................0.15% of the MGIB Base   (0.60% annually)
       7%.................0.125% of the MGIB Base (0.50% annually)

  Minimum Guaranteed Withdrawal Benefit (MGWB) rider
       Quarterly Charge
       ----------------
       0.125% of the MGWB Eligible Payment Amount* (0.50% annually)

       * See prospectus for a description.

Each investment portfolio has charges for investment management fees and
other expenses.  These charges, which vary by investment portfolio,
currently range from 0.59% to 1.83% annually (see following table) of the
portfolio's average daily net asset balance.

If you withdraw money from your Contract, or if you begin receiving
annuity payments, we may deduct a premium tax of 0%-3.5% to pay to your
state.

                                                        PREMIUM PLUS PROFILE
                                  4
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 year is 10% of your contract value on the date of the
withdrawal less any prior withdrawals during that 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 withdrawn.

  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8   9+
     SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

The following table is designed to help you understand the Contract
charges.  The "Total Annual Insurance Charges" column is divided into two:
one part reflects the maximum mortality and expense risk charge, the
asset-based administrative charge, the annual contract administrative
charge as 0.05% (based on an average contract value of $80,000) and the
highest optional rider charge as 0.75% in most cases, assuming the rider base
is equal to the initial premium and the rider base increases by 7% each year.
(Note, however, for the Liquid Asset and Limited Maturity Bond portfolios,
the rider charge is equal to 0.50% because the base for the rider
accumulates at the assumed net rate, not 7%.) The second part reflects the
same insurance charges but without any rider charges.  The "Total Annual
Investment Portfolio Charges" column reflects the portfolio charges for each
portfolio and are based on actual expenses as of December 31, 1998, except
for (i) portfolios that commenced operations during 1998 where the charges
have been estimated, and (ii) newly formed portfolios where the charges have
been estimated. The column "Total Annual Charges" reflects the sum of the
previous two columns.  The columns under the heading "Examples" show you how
much you would pay under the Contract for a 1-year period and for a 10-year
period.

As required by the SEC, the examples assume that you invested $1,000
and received a $40 credit 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
7% Solution Enhanced Death Benefit.  For these examples, the premium
tax is assumed to be 0%.

                                                        PREMIUM PLUS PROFILE
                                   5
Examples:
                          Total Annual                 Total Annual       Total Charges at the end of:
                        Insurance Charges                Charges            1 Year           10 Years
                        -----------------             -------------     --------------    --------------
                        w/the     w/o     Total       w/the    w/o      w/the    w/o      w/the    w/o
                        Highest   any     Investment  Highest  any      Highest  any      Highest  any
                        Rider     Rider   Portfolio   Rider    Rider    Rider    Rider    Rider    Rider
Investment Portfolio    Charge    Charge  Charges     Charge   Charge   Charge   Charge   Charge   Charge
--------------------    ------    ------  ----------  ------   ------   ------   ------   ------   ------
THE GCG TRUST
Liquid Asset            2.55%     1.75%   0.59%       3.14%    2.34%    $113     $105     $364     $278
Limited Maturity Bond   2.55%     1.75%   0.60%       3.15%    2.35%    $113     $105     $365     $279
Global Fixed Income     2.93%     1.75%   1.60%       4.53%    3.35%    $127     $115     $482     $379
Total Return            2.93%     1.75%   0.97%       3.90%    2.72%    $121     $109     $429     $317
Investors               2.93%     1.75%   1.01%       3.94%    2.76%    $121     $109     $432     $321
Equity Income           2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Fully Managed           2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Rising Dividends        2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Large Cap Value         2.93%     1.75%   1.01%       3.94%    2.76%    $121     $109     $432     $321
Capital Growth          2.93%     1.75%   1.08%       4.01%    2.83%    $122     $110     $438     $328
Growth                  2.93%     1.75%   1.09%       4.02%    2.84%    $122     $110     $439     $329
Value Equity            2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
Research                2.93%     1.75%   0.94%       3.87%    2.69%    $120     $108     $426     $314
Mid-Cap Growth          2.93%     1.75%   0.95%       3.88%    2.70%    $121     $108     $427     $315
Strategic Equity        2.93%     1.75%   0.99%       3.92%    2.74%    $121     $109     $430     $319
Capital Appreciation    2.93%     1.75%   0.98%       3.91%    2.73%    $121     $109     $430     $318
All Cap                 2.93%     1.75%   1.01%       3.94%    2.76%    $121     $109     $432     $321
Small Cap               2.93%     1.75%   0.99%       3.92%    2.74%    $121     $109     $430     $319
Real Estate             2.93%     1.75%   0.99%       3.92%    2.74%    $121     $109     $430     $319
Hard Assets             2.93%     1.75%   1.00%       3.93%    2.75%    $121     $109     $431     $320
Managed Global          2.93%     1.75%   1.26%       4.19%    3.01%    $124     $112     $454     $346
Developing World        2.93%     1.75%   1.83%       4.76%    3.58%    $130     $117     $501     $400

THE GALAXY VIP FUND
Equity                  2.93%     1.75%   1.05%       3.98%    2.80%    $122     $109     $436     $325
Growth and Income       2.93%     1.75%   1.50%       4.43%    3.25%    $126     $114     $474     $369
Small Company Growth    2.93%     1.75%   1.60%       4.53%    3.35%    $127     $115     $482     $379
Asset Allocation        2.93%     1.75%   1.07%       4.00%    2.82%    $122     $110     $437     $327
High Quality Bond       2.93%     1.75%   0.90%       3.83%    2.65%    $120     $108     $422     $310

THE PIMCO TRUST
PIMCO High Yield Bond   2.93%     1.75%   0.75%       3.68%    2.50%    $119     $106     $409     $295
PIMCO StocksPLUS
  Growth and Income     2.93%     1.75%   0.65%       3.58%    2.40%    $117     $105     $400     $285

THE WARBURG PINCUS TRUST
International Equity    2.93%     1.75%   1.33%       4.26%    3.08%    $124     $112     $460     $353
The "Total Annual Investment Portfolio Charges" column above reflects
current expense reimbursements for applicable investment portfolios.  The
1 Year examples above include an 8% surrender charge.  For more detailed
information, see "Fees and Expenses" in the prospectus for the Contract.

                                                        PREMIUM PLUS PROFILE
                                   6
6.   TAXES
Under a qualified Contract, your premiums are generally pre-tax
contributions and accumulate on a tax-deferred basis.  Premiums and
earnings are generally taxed as income when you make a withdrawal or
begin receiving annuity payments, presumably when you are in a lower tax
bracket.

Under a non-qualified Contract, premiums are paid with after-tax dollars,
and any earnings will accumulate tax-deferred.  You will be taxed on
these earnings, but not on premiums, when you withdraw them from the
Contract.

For owners of most qualified Contracts, when you reach age 70 1/2 (or, in
some cases, retire), you will be required by federal tax laws to begin
receiving payments from your annuity or risk paying a penalty tax.  In
those cases, we can calculate and pay you the minimum required distribution
amounts at your request.

If you are younger than 59 1/2 when you take money out, in most cases,
you will be charged a 10% federal penalty tax on the taxable earnings
withdrawn.

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase.
You may elect in advance to take systematic withdrawals which are
described on page [11].  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
average annual total return for each portfolio that was in operation for
the entire year of 1998.  These numbers reflect the deduction of the
mortality and expense risk charge (based on the 7% Solution Enhanced
Death Benefit), the asset-based administrative charge, the annual
contract fee and the maximum optional benefit rider charge on a rider
base that accumulates at 7%, but do not reflect deductions for surrender
charges, if any.  If surrender charges were reflected, they would have
the effect of reducing performance.  Please keep in mind that past
performance is not a guarantee of future results.

                                                        PREMIUM PLUS PROFILE
                                   7
CALENDAR YEAR
     INVESTMENT PORTFOLIO                                    1998
     Managed by A I M  Capital Management, Inc.
       Capital Appreciation(1)                                  %
       Strategic Equity(2)                                      %
     Managed by Alliance Capital Management L.P.
       Capital Growth(2)                                        %
     Managed by Baring International Investment Limited
       Developing World(2)                                      %
       Global Fixed Income                                            %
       Hard Assets(2)
     Managed by Capital Guardian Trust Company
       Large Cap                                                %
       Managed Global(3)                                        %
       Small Cap(3)                                             %
     Managed by Eagle Asset Management, Inc.
       Value Equity                                             %
     Managed by EII Realty Securities, Inc.
       Real Estate                                              %
     Managed by ING Investment Management, LLC
       Limited Maturity Bond                                    %
       Liquid Asset                                             %
     Managed by Janus Capital Corporation
       Growth(2)                                                %
     Managed by Kayne Anderson Investment Management, LLC
       Rising Dividends                                         %
     Managed by Massachusetts Financial Services Company
       Mid-Cap Growth                                           %
       Research                                                 %
       Total Return                                             %
     Managed by Salomon Brothers Management, Inc.
       All Cap                                                  %
       Investors                                                %
     Managed by T. Rowe Price Associates, Inc.
       Equity Income(2)                                         %
       Fully Managed                                            %
     Managed by Pacific Investment Mangement Company
       PIMCO High Yield Bond                                    %
       PIMCO StocksPLUS Growth and Income                       %
     Managed by Credit Suisse Asset Management, LLC
       International Equity                                     %
     Fleet Investment Advisors, Inc.
       Asset Allocation Fund
       Equity Fund
       Growth and Income Fund
       High Quality Bond Fund
       Small Company Growth Fund
      --------------------------
      (1)Prior to April 1, 1999, a different firm managed the Portfolio.
      (2)Prior to March 1, 1999, a different firm managed the Portfolio.
      (3)Prior to February 1, 2000, a different firm managed the Portfolio.

9.   DEATH BENEFIT
You may choose (i) the Standard Death Benefit, (ii) the 7% Solution
Enhanced Death Benefit or (iii) the Annual Ratchet Enhanced Death
Benefit.  The 7% Solution Enhanced Death Benefit is available only if the
contract owner or the annuitant (if the contract owner is not an
individual) is not more than 80 years old at the time of purchase.  The
Annual Ratchet Enhanced Death Benefit is available only if the contract
owner or the annuitant (if the contract owner is not an individual) is
not more than 79 years old at the time of purchase.  The 7% Solution and
Annual Ratchet Enhanced Death Benefits may not be available where a
Contract is held by joint owners.

The death benefit is payable when the first of the following persons die:
the contract owner, joint owner, or annuitant (if a contract owner is not
an individual).  Assuming you are the contract owner, if you die during
the accumulation phase, your beneficiary will receive a death benefit
unless the beneficiary is your surviving spouse and elects to continue
the Contract.  The death benefit paid depends on the death benefit you
have chosen.  The death benefit value is calculated at the close of the
business day on which

                                                        PREMIUM PLUS PROFILE
                                   8
we receive written notice and due proof of death, as well as required
claim forms, at our Customer Service Center.  If your  beneficiary elects
to delay receipt of the death benefit until a date  after the time of your
death, the amount of the benefit payable in the future may be affected.
If you die after the annuity start date and you are the annuitant, your
beneficiary will receive the death benefit you chose under the annuity option
then in effect.

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

Under the STANDARD DEATH BENEFIT, if you die before the annuity start
date, your beneficiary will receive the greatest of:

     1) the contract value minus any credits added within 1 year;
     2) the total premium payments made under the Contract after
        subtracting any withdrawals; or
     3) the cash surrender value.

Under the 7% SOLUTION ENHANCED DEATH BENEFIT, if you die before the
annuity start date, your beneficiary will receive the greatest of:

     1) the contract value minus any credits added within 1 year prior to
        death;
     2) the total premium payments made under the Contract after
        subtracting any withdrawals;
     3) the cash surrender value; or
     4) the enhanced death benefit minus any credits added within 1 year of
        death, which we determine as follows: we credit interest each
        business day at the 7% annual effective rate to the enhanced
        death benefit from the preceding day (which would be the
        initial premium and the credit added if the preceding day is
        the contract date), then we add additional premiums paid and
        credits added since the preceding day, then we subtract any
        withdrawals (including any market value adjustment applied to
        such withdrawal) since the preceding day, and then we subtract
        any associated surrender charges.  The maximum enhanced death
        benefit is 2 times all premium payments and credits added,
        less an amount to reflect withdrawals.

    Note:  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 7% 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 investment in the fixed account
           will be the lesser of the 7% annual effective rate or the
           interest credited to such investment during the applicable
           period.  Thus, selecting these investments may limit the
           enhanced death benefit.

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 minus any credits added within 1 year prior to
        death;

     2) the total premium payments made under the Contract after
        subtracting any withdrawals;

     3) the cash surrender value; or

     4) the enhanced death benefit minus
        any credits added within 1 year prior to death, which is
        determined as follows: On each contract anniversary that occurs
        on or before the contract owner turns age 80, 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

                                                        PREMIUM PLUS PROFILE
                                   9
enhanced death benefit from the preceding day (which would be
        the initial premium and credit added if the preceding day is
        the contract date), then we add additional premiums paid and
        credits added since the preceding day, and then we subtract any
        withdrawals (including any market value adjustment applied to
        such withdrawal) since the preceding day, and then we subtract
        any associated surrender charges.  That amount becomes the new
        enhanced death benefit.

    Note:  In all cases described above, the amount of the death benefit
           could be reduced by premium taxes owed and withdrawals not
           previously deducted.  The enhanced death benefits may not
           be available in your state.

10.  OTHER INFORMATION
  FREE LOOK.  If you cancel the Contract within 10 days after you receive
it, you will receive a refund of the adjusted contract value.  We determine
your contract value at the close of business on the day we receive your
written refund request.  For purposes of the refund during the free look
period, (i) we adjust your contract value for any market value adjustment
(if you have invested in the fixed account), (ii) then we exclude any
credit initially applied, and (iii) then we include a refund of any
charges deducted from your contract value.  Because of the market risks
associated with investing in the portfolios and the potential positive or
negative effect of the market value adjustment, the contract value
returned may be greater or less than the premium payment you paid.  Some
states require us to return to you the amount of the paid premium, excluding
any credit (rather than the contract value) in which case you will not be
subject to investment risk during the free look period.  Also, in some
states, you may be entitled to a longer free look period.

  TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT.  You can
make transfers among your investment portfolios and your investment in
the fixed account as frequently as you wish without any current tax
implications.  The minimum amount for a transfer is $100.  There is
currently no charge for transfers, and we do not limit the number of
transfers allowed.  The Company may, in the future, charge a $25 fee for
any transfer after the twelfth transfer in a contract year or limit the
number of transfers allowed.  Keep in mind that if you transfer or
otherwise withdraw your money from the fixed account more than 30 days
before the applicable maturity date, we will apply a market value
adjustment.  A market value adjustment could increase or decrease your
contract value and/or the amount you transfer or withdraw.

  NO PROBATE.  In most cases, when you die, the person you chose as your
beneficiary will receive the death benefit without going through probate.
See "Federal Tax Considerations - Taxation of Death Benefit Proceeds" in
the prospectus for the Contract.

  OPTIONAL RIDERS.  Subject to state availability, you may purchase
one of three optional benefit riders for an additional charge.  You may
not add more than one of these three riders to your Contract.  There
are separate charges for each rider.  Once elected, the riders
generally may not be cancelled.  This means once added the rider
may not be removed and charges will be assessed regardless of the
performance of your Contract.

                                                        PREMIUM PLUS PROFILE
                                   10
Minimum Guaranteed Accumulation Benefit (MGAB) Rider.  The MGAB is an
optional benefit which offers you the ability to receive a one-time
adjustment to your contract value in the event your contract value on a
specified date is below the MGAB rider guarantee.  When added at issue,
the MGAB rider guarantees that your contract value will at least equal
your initial premium payment plus credits at the end of ten years, or, at
least equal two times your initial premium payment plus credits at the end
of twenty years, depending on the waiting period you select, reduced pro rata
for withdrawals and certain transfers.  The MGAB rider offers a ten-year
option and a twenty-year option, of which you may purchase only one.
Withdrawals and certain transfers may reduce the guarantee by more than the
amount withdrawn or transferred.  The MGAB rider may offer you protection in
the event of a lower contract value that may result from unfavorable investment
performance of your Contract. There are exceptions, conditions, eligibility
requirements, and important considerations associated with the MGAB
rider.  You should read the prospectus for more complete information.

   Minimum Guaranteed Income Benefit (MGIB) Rider.  The MGIB rider is an
optional benefit which guarantees a minimum amount of income that will be
available to you upon annuitization, regardless of fluctuating market
conditions.  Ordinarily, the amount of income that will be available to
you upon annuitization is based upon your contract value, the annuity
option you selected and the guaranteed or then current income factors
in effect.  If you purchase the MGIB rider, the minimum amount of income
that will be available to you upon annuitization on the MGIB Benefit Date
is the greater of the amounts that are ordinarily available to you under
your Contract and the MGIB annuity benefit, which is based on your MGIB
Base, the MGIB annuity option you selected and the MGIB guaranteed income
factors specified in your rider.  Your MGIB Base generally depends on
the amount of premiums you pay during the first five contract years after
you purchase the rider, the credit(s) applied, when you pay the premiums,
accumulated at the MGIB rate, less adjustments for withdrawals and
transfers.  There are exceptions, conditions, eligibility requirements,
and important considerations associated with the MGIB rider.  You should
read the prospectus for more complete information.

   Minimum Guaranteed Withdrawal Benefit (MGWB) Rider.  The MGWB
rider is an optional benefit which guarantees that if your contract
value is reduced to zero you will receive annual periodic payments,
when added together, equal to all premium payments and credits paid
during the first two contract years, less adjustments for any prior
withdrawals. If your contract value is reduced to zero, our periodic
payments will be 7% of your Eligible Payment Amount every year.  (Of
course, any applicable income and penalty taxes will apply to amounts
withdrawn.)  Your original Eligible Payment Amount is your premium
payments and credits received during the first two contract years.
Withdrawals that you make in excess of the above periodic payment
amount may substantially reduce the guarantee.  There are exceptions,
conditions, eligibility requirements, and important considerations
associated with the MGWB rider.  You should read the prospectus for
more complete information.

  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.  It 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
   surrender charge.  Withdrawals from your money in the fixed account
   under this

                                                        PREMIUM PLUS PROFILE
                                   11
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 profile and the
prospectus, please contact us at:

  CUSTOMER SERVICE CENTER
  P.O. BOX 2700
  WEST CHESTER, PENNSYLVANIA  19380
  (800) 366-0066

or your registered representative.

                                                        PREMIUM PLUS PROFILE
                                   12
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

                           FEBRUARY 1, 2000
       DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
       GOLDENSELECT PREMIUM PLUS/R/ FEATURING THE GALAXY VIP FUND

This prospectus describes GoldenSelect Premium Plus/R/, a group and
individual deferred variable annuity contract (the "Contract") offered by
Golden American Life Insurance Company (the "Company," "we" or "our").
The Contract is available in connection with certain retirement plans
that qualify for special federal income tax treatment ("qualified
Contracts") as well as those that do not qualify for such treatment ("non-
qualified Contracts").

The Contract provides a means for you to invest your premium payments and
credits in one or more of 30 mutual fund investment portfolios.  You may
also allocate premium payments and credits to our Fixed Account with
guaranteed interest periods.  Your contract value will vary daily to
reflect the investment performance of the investment portfolio(s) you
select and any interest credited to your allocations in the Fixed
Account.  The investment portfolios available under your Contract and the
portfolio managers are:

  A I M CAPITAL MANAGEMENT, INC.
    Capital Appreciation Series
    Strategic Equity Series
  ALLIANCE CAPITAL MANAGEMENT L.P.
    Capital Growth Series
  BARING INTERNATIONAL INVESTMENT
    LIMITED (AN AFFILIATE)
    Developing World Series
    Global Fixed Income Series
    Hard Assets Series
  CAPITAL GUARDIAN TRUST COMPANY
    Large Cap Value Series
    Managed Global Series
    Small Cap Series
  EAGLE ASSET MANAGEMENT, INC.
    Value Equity Series
  EII REALTY SECURITIES, INC.
    Real Estate Series
  ING INVESTMENT MANAGEMENT, LLC
    (AN AFFILIATE)
    Limited Maturity Bond Series
    Liquid Asset Series
  JANUS CAPITAL CORPORATION
    Growth Series
  KAYNE ANDERSON INVESTMENT
    MANAGEMENT, LLC
    Rising Dividends Series
  MASSACHUSETTS FINANCIAL SERVICES
    COMPANY
    Mid-Cap Growth Series
    Research Series
    Total Return Series
   SALOMON BROTHERS ASSET
    MANAGEMENT, INC
    All Cap Series
    Investors Series
   T. ROWE PRICE ASSOCIATES, INC.
    Equity Income Series
    Fully Managed Series
   FLEET INVESTMENT ADVISORS INC.
    Asset Allocation Fund
    Equity Fund
    Growth and Income Fund
    High Quality Bond Fund
    Small Company Growth Fund
  PACIFIC INVESTMENT MANAGEMENT
    COMPANY
    PIMCO High Yield Bond Portfolio
    PIMCO StocksPLUS Growth and
    Income Portfolio
  CREDIT SUISSE ASSET MANAGEMENT, LLC
    International Equity Portfolio

The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B.  We refer to the
divisions as "subaccounts" and the money you place in the Fixed Account's
guaranteed interest periods as "Fixed Interest Allocations" in this
prospectus.

We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest.  We set the interest rates periodically.  We will not set the
interest rate to be less than a minimum annual rate of 3%.  You may
choose guaranteed interest periods of 6 months, and 1, 3, 5, 7 and 10
years.  The interest earned on your money as well as your principal is
guaranteed as long as you hold them until the maturity date. If you take
your money out from a Fixed Interest Allocation more than 30 days before
the applicable maturity date, we will apply a market value adjustment
("Market Value Adjustment").  A Market Value Adjustment could increase or
decrease your contract value and/or the amount you take out.  You bear
the risk that you may receive less than your principal if we take a
Market Value Adjustment.  For Contracts sold in some states, not all
Fixed Interest Allocations or subaccounts are available.  You have a
right to return a Contract within 10 days after you receive it for a
refund of the adjusted contract value less credits we added (which may
be more or
less than the premium payments you paid), or if required by your state,
the original amount of your premium payment. Longer free look periods
apply in some states and in certain situations.

This prospectus provides information that you should know before
investing and should be kept for future reference. A Statement of
Additional Information, dated February 1, 2000, has been filed with the
Securities and Exchange Commission ("SEC").  It is available without
charge upon request.  To obtain a copy of this document, write to our
Customer Service Center at P.O. Box 2700, West Chester, Pennsylvania
19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov).  The table of contents of the 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 SUBACCOUNTS THROUGH THE GCG TRUST, THE GALAXY VIP FUND,
THE PIMCO TRUST OR
THE WARBURG PINCUS TRUST IS NOT A BANK DEPOSIT AND IS NOT INSURED OR
GUARANTEED BY ANY BANK OR BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENT AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG
TRUST, THE GALAXY VIP FUND, THE PIMCO TRUST AND THE WARBURG PINCUS TRUST.
TABLE OF CONTENTS

                                                                        PAGE
     Index of Special Terms
     Fees and Expenses
     Performance Information
        Accumulation Unit
        Net Investment Factor
        Condensed Financial Information
        Financial Statements
        Performance Information
     Golden American Life Insurance Company
     The Trusts
     Golden American Separate Account B
     The Investment Portfolios
        Investment Objectives
        Investment Management Fees
     The Fixed Interest Allocation
        Selecting a Guaranteed Interest Period
        Guaranteed Interest Rates
        Transfers from a Fixed Interest Allocation
        Withdrawals from a Fixed Interest Allocation
        Market Value Adjustment
     The Annuity Contract
        Contract Date and Contract Year
        Annuity Start Date
        Contract Owner
        Annuitant
        Beneficiary
        Purchase and Availability of the Contract
        Crediting of Premium Payments
        Additional Credit to Premium
        Contract Value
        Cash Surrender Value
        Surrendering to Receive the Cash Surrender Value
        Addition, Deletion or Substitution of Subaccounts and Other
     Changes
        The Fixed Account
        Optional Riders
          Rider Date
          Special Funds
          No Cancellation
          Termination
          Minimum Guaranteed Accumulation Benefit Rider
          Minimum Guaranteed Income Benefit Rider
          Minimum Guaranteed Withdrawal Benefit Rider
        Other Contracts
        Other Important Provisions
     Withdrawals
        Regular Withdrawals
        Systematic Withdrawals
        IRA Withdrawals

                                   i
Transfers Among Your Investments
        Dollar Cost Averaging
        Automatic Rebalancing
     Death Benefit Choices
        Death Benefit During the Accumulation Phase
          Standard Death Benefit
          Enhanced Death Benefits
        Death Benefit During the Income Phase
     Charges and Fees
        Charge Deduction Subaccount
        Charges Deducted from the Contract Value
          Surrender Charge
          Free Withdrawal Amount
          Surrender Charge for Excess Withdrawals
          Premium Taxes
          Administrative Charge
          Transfer Charge
        Charges Deducted from the Subaccounts
          Mortality and Expense Risk Charge
          Asset-Based Administrative Charge
        Trust Expenses
     The Annuity Options
        Annuitization of Your Contract
        Selecting the Annuity Start Date
        Frequency of Annuity Payments
        The Annuity Options
          Income for a Fixed Period
          Income for Life with a Period Certain
          Joint Life Income
          Annuity Plan
        Payment When Named Person Dies
     Other Contract Provisions
        Reports to Contract Owners
        Suspension of Payments
        In Case of Errors in Your Application
        Assigning the Contract as Collateral
        Contract Changes-Applicable Tax Law
        Free Look
        Group or Sponsored Arrangements
        Selling the Contract
     Other Information
        Voting Rights
        Year 2000 Problem
        State Regulation
        Legal Proceedings
        Legal Matters
        Experts
     Federal Tax Considerations
     More Information About Golden American
     Unaudited Financial Statements of Golden American Life Insurance
     Company
     Financial Statements of Golden American Life Insurance Company
     Statement of Additional Information
        Table of Contents
     Appendix A

                                   ii
Condensed Financial Information                        A1
     Appendix B
        Market Value Adjustment Examples                       B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example        C1

                                  iii
INDEX OF SPECIAL TERMS

The following special terms are used throughout this prospectus.  Refer
to the page(s) listed for an explanation of each term:

SPECIAL TERM                          PAGE
Accumulation Unit                       7
Annual Ratchet Enhanced Death Benefit  25
Annuitant                              17
Annuity Start Date                     16
Cash Surrender Value                   20
Contract Date                          16
Contract Owner                         16
Contract Value                         19
Contract Year                          16
Fixed Interest Allocation              13
Free Withdrawal Amount                 27
Market Value Adjustment                15
Net Investment Factor                   7
7% Solution Enhanced Death Benefit     25
Standard Death Benefit                 25

The following terms as used in this prospectus have the same or
substituted meanings as the corresponding terms currently used in the
Contract:

TERM USED IN THIS PROSPECTUS           CORRESPONDING TERM USED IN THE
CONTRACT
Accumulation Unit Value                Index of Investment Experience
Annuity Start Date                     Annuity Commencement Date
Contract Owner                         Owner or Certificate Owner
Contract Value                         Accumulation Value
Transfer Charge                        Excess Allocation Charge
Fixed Interest Allocation              Fixed Allocation
Free Look Period                       Right to Examine Period
Guaranteed Interest Period             Guarantee Period
Subaccount(s)                          Division(s)
Net Investment Factor                  Experience Factor
Regular Withdrawals                    Conventional Partial Withdrawals
Withdrawals                            Partial Withdrawals

                                   1
FEES AND EXPENSES

CONTRACT OWNER TRANSACTION EXPENSES*
   Surrender Charge:

  COMPLETE YEARS ELAPSED    0    1    2    3    4    5    6    7    8    9+
     SINCE PREMIUM PAYMENT
  SURRENDER CHARGE          8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

   Transfer Charge                                          None**

   * If you invested in a Fixed Interest Allocation, a Market Value
     Adjustment may apply to certain transactions.  This may increase
     or decrease your contract value and/or your transfer or surrender
     amount.
   **We may in the future charge $25 per transfer if you make more than
     12 transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE ***
Administrative Charge--------------------------------------$40
 (We waive this charge if the total of your premium payments is $100,000
   or more, or if your contract value at the end of a contract year is
   $100,000 or more.)
 ***We deduct this charge on each contract anniversary and on surrender.

SEPARATE ACCOUNT ANNUAL CHARGES****

                                         STANDARD         ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET 7% SOLUTION
Mortality & Expense Risk Charge       1.25%              1.40%         1.55%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%
                                          -----              -----         -----
       Total                              1.40%              1.55%         1.70%
****As a percentage of average daily assets in each subaccount.
       The Separate Account Annual Charges are deducted daily.

OPTIONAL RIDER CHARGES*****

  Minimum Guaranteed Accumulation Benefit rider:
       Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year............0.125% of the MGAB Charge Base(1) (0.50% annually)
       20 Year............0.125% of the MGAB Charge Base    (0.50% annually)

  Minimum Guaranteed Income Benefit rider:
       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% ................0.05% of the MGIB Base(2)  (0.20% annually)
       3%.................0.08% of the MGIB Base     (0.32% annually)
       5%.................0.10% of the MGIB Base     (0.40% annually)
       6%.................0.15% of the MGIB Base     (0.60% annually)
       7%.................0.125% of the MGIB Base    (0.50% annually)

                                   2
Minimum Guaranteed Withdrawal Benefit rider:
       Quarterly Charge
       ----------------
       0.125% of the MGWB Eligible Payment Amount(3) (0.50% annually)

  *****We deduct optional rider charges  from the subaccounts in which
       you are invested on each quarterly contract anniversary and pro rata
       on termination of the Contract: if the value in the subaccounts is
       insufficient, the optional rider charges will be deducted from
       the Fixed Interest Allocations nearest maturity.

(1) The MGAB Charge Base is the total of premiums and credits added during
    the 2-year period commencing on the rider date if you purchase the
    rider on the contract date, or, your contract value on the rider date
    plus premiums and credits added during the 2-year period commencing on
    the rider date if you purchase the rider after the contract date,
    reduced pro rata for all withdrawals taken while the MGAB rider is in
    effect, and reduced pro rata for transfers made during the 3-year
    period before the MGAB Benefit Date.

(2) The MGIB Base is generally depends on the amount of premiums you pay
    during the first five contract  years after you purchase the rider and
    the credit(s) applied, when you pay the premiums, and less a pro rata
    deduction for any withdrawal or transfer made while the MGIB rider
    is in effect.

(3) The MGWB Eligible Payment Amount is (i) the total of premiums and
    credits paid during the 2-year period commencing on the rider date if
    you purchase the rider on the contract date; or (ii) your contract
    value on the rider date plus subsequent premiums and credits received
    during the two-year period commencing on the rider date.

THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net
assets of a portfolio):

                                               OTHER           TOTAL
                                             EXPENSES(2)      EXPENSES
                                MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE
  PORTFOLIO                       FEE(1)    REIMBURSEMENT  REIMBURSEMENT(3)

  Liquid Asset                     0.59%        0.00%          0.59%
  Limited Maturity Bond            0.60%        0.00%          0.60%
  Global Fixed Income              1.60%        0.00%          1.60%(3)
  Total Return                     0.94%        0.03%          0.97%(3)
  Investors                        1.00%        0.01%          1.01%
  Equity Income                    0.98%        0.00%          0.98%
  Fully Managed                    0.98%        0.00%          0.98%
  Rising Dividends                 0.98%        0.00%          0.98%
  Large Cap Value                  1.00%        0.01%          1.01%
  Capital Growth                   1.08%        0.00%          1.08%
  Growth                           1.08%        0.01%          1.09%
  Value Equity                     0.98%        0.00%          0.98%
  Research                         0.94%        0.00%          0.94%
  Mid-Cap Growth                   0.94%        0.01%          0.95%
  Strategic Equity                 0.98%        0.01%          0.99%
  Capital Appreciation             0.98%        0.00%          0.98%
  All Cap                          1.00%        0.01%          1.01%
  Small Cap                        0.98%        0.01%          0.99%
  Real Estate                      0.98%        0.01%          0.99%
  Hard Assets                      0.98%        0.02%          1.00%
  Managed Global                   1.25%        0.01%          1.26%
  Developing World                 1.75%        0.08%          1.83%

 (1)Fees decline as the total assets of certain combined portfolios
    increase. See the prospectus for The GCG Trust for more information.
 (2)Other expenses generally consist of independent trustees fees and
    certain expenses associated with investing in international markets.
    Other expenses are based on actual expenses for the year ended
    December 31, 1998, except for portfolios that commenced operations in
    1998 where the charges have been annualized.
 (3)Total expenses are based on actual expenses for the fiscal year ended
    December 31, 1998.  Directed Services, Inc. is currently reimbursing
    expenses to maintain total expenses at 0.97% for the Total Return
    portfolio and 1.60% for the Global Fixed Income portfolio as shown.
    Without this reimbursement, and based on actual reimbursements for
    fiscal year ended December 31, 1998, total expenses would have been
    0.98% for the Total Return portfolio and 1.74% for the Global Fixed
    Income portfolio.  This reimbursement agreement will remain in place
    through August 14, 2000 after which it may be terminated at any time.

                                   3
THE GALAXY VIP FUND ANNUAL EXPENSES (as a percentage of the average daily
net assets of a portfolio):

                                                 OTHER            TOTAL
                               MANAGEMENT       EXPENSES         EXPENSES
                               FEE AFTER     AFTER EXPENSE    AFTER EXPENSE
  PORTFOLIO                  FEE WAIVER(1)  REIMBURSEMENT(1)  REIMBURSEMENT(1)

  Equity                         0.75%           0.30%             1.05%
  Growth and Income              0.75%           0.75%             1.50%
  Small Company Growth           0.75%           0.85%             1.60%
  Asset Allocation               0.75%           0.32%             1.07%
  High Quality Bond              0.40%           0.50%             0.90%

 (1)For the Equity, Asset Allocation and High Quality Bond portfolios,
    total expenses are based on actual expenses for the fiscal year ended
    December 31, 1998.  For the Growth and Income and Small Company Growth
    portfolios, total expenses are based on estimates for the current year.
    Fleet Investment Advisors Inc. and/or the administrator have agreed to
    waive certain fees and/or reimburse fund expenses of 0.35%, 6.09% and
    0.20% for the Growth and Income, Small Company Growth, and High Quality
    Bond portfolios, respectively, for the current year.  Without this
    agreement, and based on actual waivers and reimbursements for the fiscal
    year ended December 31, 1998, total expenses would have been 1.05%,
    2.58%, 12.86%, 1.07% and 1.10% for the Equity, Growth and Income, Small
    Company Growth, Asset Allocation and High Quality Bond portfolios,
    respectively.

THE PIMCO TRUST ANNUAL EXPENSES (as a percentage of the average daily net
assets of a portfolio):

                                               OTHER          TOTAL
                                              EXPENSES       EXPENSES
                               MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE
  PORTFOLIO                       FEE      REIMBURSEMENT  REIMBURSEMENT(1)

  PIMCO High Yield Bond          0.50%        0.25%(2)         0.75%
  PIMCO StocksPLUS Growth
     and Income                  0.40%        0.25%            0.65%

 (1)PIMCO has agreed to waive some or all of its other expenses, subject
    to potential future reimbursement, to the extent that total expenses
    for the PIMCO High Yield Bond Portfolio and PIMCO StocksPLUS Growth
    and Income portfolio would exceed 0.75% and 0.65%, respectively, due
    to payment by the portfolios of their pro rata portion of Trustees'
    fees.  Without this agreement and, based on current estimates, total
    expenses would be 0.81% for the PIMCO High Yield Bond portfolio and
    0.72% for the PIMCO StocksPLUS Growth and Income portfolio.
 (2)Since the PIMCO High Yield Bond portfolio commenced operations on
    April 30, 1998, other expenses as shown have been annualized for the
    year ended December 31, 1998.

THE WARBURG PINCUS TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):

                                ADVISORY       OTHER        TOTAL
  PORTFOLIO                       FEE         EXPENSES    EXPENSES(1)

  International Equity           1.00%         0.33%        1.33%

 (1)Total expenses are based on actual expenses for the fiscal year ended
    December 31, 1998.

The purpose of the foregoing tables is to help you understand the various
costs and expenses that you will bear directly and indirectly.  See the
prospectuses of the GCG Trust, the Galaxy VIP Fund, the PIMCO Trust and
the Warburg Pincus Trust for additional information on portfolio
expenses.

Premium taxes (which currently range from 0% to 3.5% of premium payments)
may apply, but are not reflected in the tables above or in the examples
below.

                                  4
EXAMPLES:
The following four examples are designed to show you the expenses you
would pay on a $1,000 investment, plus a credit of $40, that earns 5%
annually.  Each example assumes election of the 7% Solution Enhanced
Death Benefit.  The examples reflect the deduction of a mortality and
expense risk charge, an asset-based administrative charge, and the
annual contract administrative charge as an annual charge of 0.05% of
assets (based on an average contract value of $80,000).  In addition,
Examples 1 and 2 assume you elected an optional benefit rider with the
highest charge 0.75% annually where the rider base is equal to the initial
premium and increases by 7% annually, except for the Liquid Asset and
Limited Maturity Bond portfolios, where the charge is 0.50% annually and
assume the rider charge is assessed each quarter on a base equal to the
hypothetical $1,000 premium increasing at 7% per year (the assumed net
rate for the Liquid Asset and Limited Maturity Bond portfolios). The annual
charge of 0.75% results from the assumption of a 7% annual increase in the
rider base but only a 5% earnings increase in the contract value before
expenses.  Thus, 0.75% represents an annual charge over a 10-year period
which is equivalent to an increasing charge of 0.125% per quarter over the
same period. If the Standard Death Benefit, the Annual Ratchet Enhanced Death
Benefit is elected instead of the 7% Solution Enhanced Death Benefit used in
the examples, the actual expenses will be less than those represented in the
examples.   Note that surrender charges may apply if you choose to  annuitize
your Contract within the first 5 contract years, and under certain
circumstances, within the first 9 contract years.  Thus, inthe event
you annuitize your Contract under circumstances that require a surrender
charge, you should refer to Examples 1 and 3 below which assume applicable
surrender charges.

Example 1:
If you surrender your Contract at the end of the applicable time period
and elected an optional benefit rider with the highest charge, you would
pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $113        $182        $243        $364
    Limited Maturity Bond       $113        $182        $244        $365
    Global Fixed Income         $127        $222        $308        $482
    Total Return                $121        $204        $278        $429
    Investors                   $121        $205        $280        $432
    Equity Income               $121        $204        $279        $430
    Fully Managed               $121        $204        $279        $430
    Rising Dividends            $121        $204        $279        $430
    Large Cap Value             $121        $205        $280        $432
    Capital Growth              $122        $207        $284        $438
    Growth                      $122        $207        $284        $439
    Value Equity                $121        $204        $279        $430
    Research                    $120        $203        $277        $426
    Mid-Cap Growth              $121        $203        $277        $427
    Strategic Equity            $121        $204        $279        $430
    Capital Appreciation        $121        $204        $279        $430
    All Cap                     $121        $205        $280        $432
    Small Cap                   $121        $204        $279        $430
    Real Estate                 $121        $204        $279        $430
    Hard Assets                 $121        $205        $280        $431
    Managed Global              $124        $212        $292        $454
    Developing World            $130        $229        $319        $501

    THE GALAXY VIP FUND
    Equity                      $122        $206        $282        $436
    Growth and Income           $126        $219        $304        $474
    Small Company Growth        $127        $222        $308        $482
    Asset Allocation            $122        $207        $283        $437
    High Quality Bond           $120        $202        $275        $422

    THE PIMCO TRUST
    PIMCO High Yield Bond       $119        $197        $268        $409
    PIMCO StocksPLUS
      Growth and Income         $117        $194        $263        $400

    THE WARBURG PINCUS TRUST
    International Equity        $124        $214        $296        $460

                                   5
Example 2:
If you do not surrender your Contract at the end of the applicable time
period and elected an optional benefit rider with the highest charge, you
would pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $33        $102        $173        $364
    Limited Maturity Bond        $33        $102        $174        $365
    Global Fixed Income          $47        $142        $238        $482
    Total Return                 $41        $124        $208        $429
    Investors                    $41        $125        $210        $432
    Equity Income                $41        $124        $209        $430
    Fully Managed                $41        $124        $209        $430
    Rising Dividends             $41        $124        $209        $430
    Large Cap Value              $41        $125        $210        $432
    Capital Growth               $42        $127        $214        $438
    Growth                       $42        $127        $214        $439
    Value Equity                 $41        $124        $209        $430
    Research                     $40        $123        $207        $426
    Mid-Cap Growth               $41        $123        $207        $427
    Strategic Equity             $41        $124        $209        $430
    Capital Appreciation         $41        $124        $209        $430
    All Cap                      $41        $125        $210        $432
    Small Cap                    $41        $124        $209        $430
    Real Estate                  $41        $124        $209        $430
    Hard Assets                  $41        $125        $210        $431
    Managed Global               $44        $132        $222        $454
    Developing World             $50        $149        $249        $501

    THE GALAXY VIP FUND
    Equity                       $42        $126        $212        $436
    Growth and Income            $46        $139        $234        $474
    Small Company Growth         $47        $142        $238        $482
    Asset Allocation             $42        $127        $213        $437
    High Quality Bond            $40        $122        $205        $422

    THE PIMCO TRUST
    PIMCO High Yield Bond        $39        $117        $198        $409
    PIMCO StocksPLUS
      Growth and Income          $37        $114        $193        $400

    THE WARBURG PINCUS TRUST
    International Equity         $44        $134        $226        $460

                                   6
Example 3:
If you surrender your Contract at the end of the applicable time period
and did not elect any optional benefit rider, you would pay the following
expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $105        $156        $200        $278
    Limited Maturity Bond       $105        $156        $201        $279
    Global Fixed Income         $115        $187        $252        $379
    Total Return                $109        $168        $220        $317
    Investors                   $109        $169        $222        $321
    Equity Income               $109        $168        $220        $318
    Fully Managed               $109        $168        $220        $318
    Rising Dividends            $109        $168        $220        $318
    Large Cap Value             $109        $169        $222        $321
    Capital Growth              $110        $171        $225        $328
    Growth                      $110        $172        $226        $329
    Value Equity                $109        $168        $220        $318
    Research                    $108        $167        $218        $314
    Mid-Cap Growth              $108        $167        $219        $315
    Strategic Equity            $109        $168        $221        $319
    Capital Appreciation        $109        $168        $220        $318
    All Cap                     $109        $169        $222        $321
    Small Cap                   $109        $168        $221        $319
    Real Estate                 $109        $168        $221        $319
    Hard Assets                 $109        $169        $221        $320
    Managed Global              $112        $177        $234        $346
    Developing World            $117        $194        $263        $400

    THE GALAXY VIP FUND
    Equity                      $109        $170        $224        $325
    Growth and Income           $114        $184        $247        $369
    Small Company Growth        $115        $187        $252        $379
    Asset Allocation            $110        $171        $225        $327
    High Quality Bond           $108        $166        $216        $310

    THE PIMCO TRUST
    PIMCO High Yield Bond       $106        $161        $208        $295
    PIMCO StocksPLUS
      Growth and Income         $105        $158        $203        $285

    THE WARBURG PINCUS TRUST
    International Equity        $112        $179        $238        $353

                                   7
Example 4:
If you do not surrender your Contract at the end of the applicable time
period and did not elect any optional benefit rider, you would pay the
following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $25         $76        $130        $278
    Limited Maturity Bond        $25         $76        $131        $279
    Global Fixed Income          $35        $107        $182        $379
    Total Return                 $29         $88        $150        $317
    Investors                    $29         $89        $152        $321
    Equity Income                $29         $88        $150        $318
    Fully Managed                $29         $88        $150        $318
    Rising Dividends             $29         $88        $150        $318
    Large Cap Value              $29         $89        $152        $321
    Capital Growth               $30         $91        $155        $328
    Growth                       $30         $92        $156        $329
    Value Equity                 $29         $88        $150        $318
    Research                     $28         $87        $148        $314
    Mid-Cap Growth               $28         $87        $149        $315
    Strategic Equity             $29         $88        $151        $319
    Capital Appreciation         $29         $88        $150        $318
    All Cap                      $29         $89        $152        $321
    Small Cap                    $29         $88        $151        $319
    Real Estate                  $29         $88        $151        $319
    Hard Assets                  $29         $89        $151        $320
    Managed Global               $32         $97        $164        $346
    Developing World             $37         $114       $193        $400

    THE WARBURG PINCUS TRUST
    International Equity         $32         $99        $168        $353

    THE GALAXY VIP FUND
    Equity                       $29         $90        $154        $325
    Growth and Income            $34        $104        $177        $369
    Small Company Growth         $35        $107        $182        $379
    Asset Allocation             $30         $91        $155        $327
    High Quality Bond            $28         $86        $146        $310

    THE PIMCO TRUST
    PIMCO High Yield Bond        $26         $81        $138        $295
    PIMCO StocksPLUS
      Growth and Income          $25         $78        $133        $285

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN
SUBJECT TO THE TERMS OF YOUR CONTRACT.

                                   8
PERFORMANCE INFORMATION
ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract.  Each
subaccount of Separate Account B has its own accumulation unit value.
The accumulation units are valued each business day that the New York
Stock Exchange is open for trading.  Their values may increase or
decrease from day to day according to a Net Investment Factor, which
is primarily based on the investment performance of the applicable
investment portfolio.  Shares in the investment portfolios are valued
at their net asset value.

THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects certain
charges under the Contract and the investment performance of the
subaccount.  The Net Investment Factor is calculated for each
subaccount as follows:

    (1)  We take the net asset value of the subaccount at the end of each
         business day.
    (2)  We add to (1) the amount of any dividend or capital gains
         distribution declared for the subaccount and reinvested in such
         subaccount.  We subtract from that amount a charge for our taxes, if
         any.
    (3)  We divide (2) by the net asset value of the subaccount at the end of
         the preceding business day.
    (4)  We then subtract the applicable daily mortality and expense risk charge
         and the daily asset-based administrative charge from the subaccount.

Calculations for the subaccounts are made on a per share basis.

CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each
subaccount of Golden American Separate Account B offered in this
prospectus and (ii) the total investment value history of each such
subaccount are presented in Appendix A -- Condensed Financial
Information.

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the years
ended December 31, 1998 and 1997 are included in the Statement of
Additional Information. The unaudited condensed consolidated financial
statements of Golden American for the nine months ended September 30,
1999 and the audited consolidated financial statements of Golden American
for the years ended December 31, 1998, 1997 and 1996 are included in this
prospectus.

PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract
owners performance information for the subaccounts of Separate Account B,
including the average annual total return performance, yields and other
nonstandard measures of performance.  Such performance data will be
computed, or accompanied by performance data computed, in accordance with
standards defined by the SEC.

Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period.  Information on
standard total average annual return performance will include average
annual rates of total return for 1, 5 and 10 year periods, or lesser
periods depending on how long Separate Account B has been investing
in the portfolios.  We may show other total returns for periods less
than one year.  Total return figures will be based on the actual historic
performance of the subaccounts of Separate Account B, assuming an
investment at the beginning

                                   9
of the period when the separate account first invested in the portfolios,
withdrawal of the investment at the end of the period, adjusted to reflect
the deduction of all applicable portfolio and contract charges.  We may
also show rates of total return on amounts invested at the beginning of
the period with no withdrawal at the end of the period.  Total return
figures which assume no withdrawals at the end of the period will
reflect all recurring charges, but will not reflect the surrender
charge.  Quotations of average annual return for the Managed
Global subaccount take into account the period before September 3,
1996, during which it was maintained as a subaccount of Golden
American Separate Account D.  In addition, we may present historic
performance data for the investment portfolios since their inception
reduced by some or all of the fees and charges under the Contract.  Such
adjusted historic performance includes data that precedes the inception
dates of the subaccounts of Separate Account B.  This data is designed to
show the performance that would have resulted if the Contract had been in
existence before the separate account began investing in the portfolios.

Current yield for the Liquid Asset subaccount is based on income received
by a hypothetical investment over a given 7-day period, less expenses
accrued, and then "annualized" (i.e., assuming that the 7-day yield would
be received for 52 weeks). We calculate "effective yield" for the Liquid
Asset subaccount in a manner similar to that used to calculate yield, but
when annualized, the income earned by the investment is assumed to be
reinvested.  The "effective yield" will thus be slightly higher than the
"yield" because of the compounding effect of earnings.  We calculate
quotations of yield for the remaining subaccounts on all investment
income per accumulation unit earned during a given 30-day period, after
subtracting fees and expenses accrued during the period, assuming no
surrender and the selection of the 7% Enhanced Death Benefit and the
MGIB optional benefit rider.

We may compare performance information for a subaccount to: (i) the
Standard & Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue
Money Market Institutional Averages, or any other applicable market
indices, (ii) other variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services (a widely used
independent research firm which ranks mutual funds and other investment
companies) or any other rating service, and (iii) the Consumer Price
Index (a measure for inflation) to determine the real rate of return of
an investment in the Contract.  Our reports and promotional literature
may also contain other information, including the ranking of any
subaccount based on rankings of variable annuity separate accounts or
other investment products tracked by Lipper Analytical Services or by
similar rating services.

Performance information reflects only the performance of a hypothetical
contract and should be considered in light of other factors, including
the investment objective of the investment portfolio and market
conditions.  Please keep in mind that past performance is not a guarantee
of future results.

                 GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a Delaware stock life insurance
company originally incorporated in Minnesota on January 2, 1973.  Golden
American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. ("Equitable of Iowa").  Equitable of Iowa is a wholly owned
subsidiary of ING Groep N.V. ("ING"), a global financial services holding
company.  Golden American is authorized to sell insurance and annuities in
all states, except New York, and the District of Columbia.  In May 1996,
Golden American established a subsidiary, First Golden American Life
Insurance Company of New York, which is authorized to sell annuities in
New York and Delaware.  Golden American's consolidated financial
statements appear in this prospectus.

                                   10
Equitable of Iowa is the holding company for Golden American, Directed
Services, Inc. the investment manager of The GCG Trust and the
distributor of the Contracts) and other interests. Equitable of Iowa and
another ING affiliate own ING Investment Management, LLC, a
portfolio manager of The GCG Trust.  ING also owns Baring International
Investment Limited, another portfolio manager of The GCG Trust.

Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.

                               THE TRUSTS

The GCG Trust is a mutual fund whose shares are offered to separate
accounts funding variable annuity and variable life insurance policies
offered by Golden American and other affiliated insurance companies.  The
GCG Trust may also sell its shares to separate accounts of insurance
companies not affiliated with Golden American.  Pending SEC approval,
shares of The GCG Trust may also be sold to certain qualified pension and
retirement plans.  The address of The GCG Trust is 1475 Dunwoody Drive,
West Chester, PA 19380.

The Galaxy VIP Fund is a mutual fund whose shares are offered to separate
accounts of various life insurance companies for variable annuity
contracts, including certain variable contracts of Golden American and
its affiliates.  The principal address of The Galaxy VIP Fund is 4400
Computer Drive, Westborough, MA 01581.

The PIMCO Trust is a mutual fund whose shares are available to separate
accounts of insurance companies, including Golden American, for both
variable annuity contracts and variable life insurance policies and to
qualified pension and retirement plans.  The address of the PIMCO Trust
is 840 Newport Center Drive, Suite 300, Newport Beach, CA 92660.

The Warburg Pincus Trust is a mutual fund whose shares are available to
separate accounts of life insurance companies, including Golden American
and Equitable Life Insurance Company of Iowa, and to certain qualified
and retirement plans.  The principal address of the Warburg Pincus Trust
is 153 East 53rd Street, New York, NY 10022.

In the event that, due to differences in tax treatment or other
considerations, the interests of contract owners of various contracts
participating in the Trusts conflict, we, the Boards of Trustees of The
GCG Trust, The Galaxy VIP Fund, the PIMCO Trust and the Warburg Pincus
Trust, Directed Services, Inc., Fleet Investment Advisors Inc., Pacific
Investment Management Company, Credit Suisse Asset Management, LLC and
any other insurance companies participating in the Trusts will monitor
events to identify and resolve any material conflicts that may arise.

YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, THE GALAXY VIP
FUND, THE PIMCO TRUST AND THE WARBURG PINCUS TRUST IN THE ACCOMPANYING
PROSPECTUS FOR EACH TRUST.  YOU SHOULD READ THEM CAREFULLY BEFORE
INVESTING.

                                   11
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 SEC as a unit investment trust under the Investment Company Act of
1940.  Account B is a separate investment account used for our variable
annuity contracts.  We own all the assets in Account B but such assets
are kept separate from our other accounts.

Account B is divided into subaccounts.  Each subaccount invests
exclusively in shares of one investment portfolio of The GCG Trust, The
Galaxy VIP Fund, the PIMCO Trust or the Warburg Pincus Trust.  Each
investment portfolio has its own distinct investment objectives and
policies.  Income, gains and losses, realized or unrealized, of a
portfolio are credited to or charged against the corresponding subaccount
of Account B without regard to any other income, gains or losses of
Golden American.  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 Golden American.  They may, however,
be subject to liabilities arising from subaccounts whose assets we
attribute to other variable annuity contracts supported by Account B.  If
the assets in Account B exceed the required reserves and other
liabilities, we may transfer the excess to our general account.  We are
obligated to pay all benefits and make all payments provided under the
Contracts.

We currently offer other variable annuity contracts that invest in
Account B but are not discussed in this prospectus.  Account B may also
invest in other investment portfolios which are not available under your
Contract.

                        THE INVESTMENT PORTFOLIOS

During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed in the section
below.  YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO
THE INVESTMENT PORTFOLIOS, AND YOU MAY LOSE YOUR PRINCIPAL.

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below.
You should understand that there is no guarantee that any portfolio will
meet its investment objectives.  Meeting objectives depends on various
factors, including, in certain cases, how well the portfolio managers
anticipate changing economic and market conditions.  YOU CAN FIND MORE
DETAILED INFORMATION ABOUT THE INVESTMENT PORTFOLIOS IN THE PROSPECTUSES
FOR THE GCG TRUST, THE GALAXY VIP FUND, THE PIMCO TRUST AND THE WARBURG
PINCUS TRUST.  YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.

INVESTMENT                       INVESTMENT OBJECTIVE
PORTFOLIO
   THE GCG TRUST
   Liquid Asset     Seeks high level of current income consistent with the
                    preservation of capital and liquidity.
                    Invests primarily in obligations of the U.S.
                    Government and its agencies and instrumentalities,
                    bank obligations, commercial paper and short-term
                    corporate debt securities.  All securities will
                    mature in less than one year.
                    ----------------------------------------------------

                                   12
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, such as falling
                    interest rates and rising bond prices, indicate
                    that capital appreciation may be available without
                    significant risk to principal.
                    Invests primarily in diversified limited maturity
                    debt securities with average maturity dates of
                    five years or shorter and in no cases more than
                    seven years.
                    ----------------------------------------------------

   Global Fixed     Seeks high total return.
     Income         Invests primarily in high-grade fixed income
                    securities, both foreign and domestic.
                    ----------------------------------------------------

   Total Return     Seeks above-average income (compared to a portfolio
                    entirely invested in equity securities) consistent
                    with the prudent employment of capital.
                    Invests primarily in a combination of equity and
                    fixed income securities.
                    ----------------------------------------------------

   Fully Managed    Seeks, over the long term, a high total investment
                    return consistent with the preservation of capital
                    and with prudent investment risk.
                    Invests primarily in the common stocks of
                    established companies believed by the portfolio
                    manager to have above-average potential for
                    capital growth.
                    ----------------------------------------------------

   Equity Income    Seeks substantial dividend income as well as long-term
                    growth of capital.
                    Invests primarily in common stocks of well-
                    established companies paying above-average
                    dividends.
                    ----------------------------------------------------

   Investors        Seeks long-term growth of capital.  Current income
                    is as secondary objective. Invests primarily in
                    equity securities of U.S. companies and to a lesser
                    degree debt securities.
                    ----------------------------------------------------

  Large Cap Value   Seeks long-term growth of capital and income.
                    Invests primarily in equity and equity-related
                    securities of companies with market capitalization
                    greater than $1 billion.
                    ----------------------------------------------------

   Rising Dividends Seeks capital appreciation.  A secondary objective
                    is dividend income.
                    Invests in equity securities that meet the
                    following quality criteria: regular dividend
                    increases; 35% of earnings reinvested annually;
                    and a credit rating of "A" to "AAA".
                    ----------------------------------------------------

   Capital Growth   Seeks long-term total return.
                    Invests primarily in common stocks of companies
                    where the potential for change (earnings
                    acceleration) is significant.
                    ----------------------------------------------------

   Growth           Seeks capital appreciation.
                    Invests primarily in common stocks of growth
                    companies that have favorable relationships between
                    price/earnings ratios and growth rates in sectors
                    offering the potential for above-average returns.
                    ----------------------------------------------------

   Value Equity     Seeks capital appreciation.  Dividend income is a
                    secondary objective.
                    Invests primarily in common stocks of domestic and
                    foreign issuers which meet quantitative standards
                    relating to financial soundness and high intrinsic
                    value relative to price.
                    ----------------------------------------------------

   Research         Seeks long-term growth of capital and future income.
                    Invests primarily in common stocks or securities
                    convertible into common stocks of companies
                    believed to have better than average prospects for
                    long-term growth.
                    ----------------------------------------------------

   Managed Global   Seeks capital appreciation.  Current income is only
                    an incidental consideration.
                    Invests primarily in common stocks traded in
                    securities markets throughout the world.
                    ----------------------------------------------------

   All Cap          Seeks capital appreciation through investment in
                    securities which the portfolio manager believes
                    have above-average capital appreciation potential.
                    Invests primarily in equity securities of U.S. y
                    companies of an size.
                    ----------------------------------------------------

   Capital          Seeks long-term capital growth.
     Appreciation   Invests primarily in equity securities believed by
                    the portfolio manager to be undervalued.
                    ----------------------------------------------------

   Mid-Cap Growth   Seeks long-term growth of capital.
                    Invests primarily in equity securities of
                    companies with medium market capitalization which
                    the portfolio manager believes have above-average
                    growth potential.
                    ----------------------------------------------------

   Strategic        Seeks capital appreciation.
     Equity         Invests primarily in common stocks of medium- and
                    small-sized companies.
                    ----------------------------------------------------

                                   13
Small Cap        Seeks long-term capital appreciation.
                    Invests primarily in equity securities of
                    companies that have a total market capitalization
                    within the range of companies in the Russell 2000
                    Growth Index or the Standard & Poor's Small-Cap
                    600 Index.
                    ----------------------------------------------------

   Real Estate      Seeks capital appreciation.  Current income is a
                    secondary objective.
                    Invests primarily in publicly-traded real estate
                    equity securities.
                    ----------------------------------------------------

   Hard Assets      Seeks long-term capital appreciation.
                    Invests primarily in hard asset securities.  Hard
                    asset companies produce a commodity which the
                    portfolio manager is able to price on a daily or
                    weekly  basis.
                    ----------------------------------------------------

   Developing       Seeks capital appreciation.
     World          Invests primarily in equity securities of
                    companies in developing or emerging countries.
                    ----------------------------------------------------

   THE GALAXY VIP FUND
   Equity           Seeks long-term growth by investing in companies
                    that the portfolio manager believes have above-
                    average earnings potential.
                    Invests at least 75% of its total assets in common
                    stocks and securities convertible into common
                    stocks issued by U.S. companies.
                    ----------------------------------------------------

   Growth and       Seeks to provide a relatively high total return
     Income         through long-term capital appreciation and current
                    income.
                    Invests at least 65% of its total assets in the
                    common stocks of U.S. companies with large market
                    capitalizations (generally over $2 billion) that
                    have prospects for above-average growth and
                    dividends.
                    ----------------------------------------------------

   Small Company    Seeks capital appreciation.
     Growth         Invests normally at least 65% of its total assets
                    in the equity securities, primarily common stocks,
                    of small companies that have market capitalizations
                    of $1.5 billion or less.  The portfolio invests
                    primarily in the common stock of U.S. companies,
                    but may invest up to 20% of its total assets in
                    foreign equity securities.
                    ----------------------------------------------------

   Asset            Seeks a high total return by providing both a
     Allocation     current level of income that is greater than that
                    provided by the popular stock market averages, as
                    well as long-term growth in the value of the
                    portfolio's assets.
                    Invests in a mix of stocks and bonds that the
                    portfolio manager believes will produce both income
                    and long-term capital growth.  This mix will
                    change from time to time as a result of economic
                    and market conditions.  However, the portfolio
                    keeps at least 25% of its total assets in fixed
                    income investments, including debt securities and
                    preferred stocks, at all times.
                    ----------------------------------------------------

   High Quality     Seeks a high level of current income consistent
     Bond           with prudent risk of capital.
                    Invests primarily in obligations issued or
                    guaranteed by the U.S. Government, its agencies
                    and instrumentalities, as well as in corporate debt
                    obligations such as notes and bonds.  The
                    portfolio also invests in asset-backed and
                    mortgage-backed securities and in money market
                    instruments, such as commercial paper and bank
                    obligations.  Normally, at least 65% of the
                    portfolio's total assets will be invested in high
                    quality debt obligations that have one of the top
                    two ratings assigned by Standard & Poor's Ratings
                    Group or Moody's Investors Services, Inc. or are
                    unrated securities determined by the portfolio
                    manager to be of comparable quality.
                    ----------------------------------------------------

                                   14
THE PIMCO TRUST
   PIMCO High       Seeks to maximize total return,  consistent
     Yield Bond     with preservation of capital and prudent
                    investment management.
                    Invests in at least 65% of its assets in a
                    diversified portfolio of junk bonds rated at least
                    B by Moody's Investor Services, Inc. or Standard &
                    Poor's or, if unrated, determined by the portfolio
                    manager to be of comparable quality.
                    ----------------------------------------------------

     PIMCO          Seeks to achieve a total return which exceeds the
       StocksPLUS   total return performance of the Growth and Income
        Growth and  S&P 500.
        Income      Invests primarily in common stocks, options,
                    futures, options on futures and swaps.
                    ----------------------------------------------------

   THE WARBURG PINCUS TRUST
   International    Seeks long-term appreciation.
     Equity         Invests primarily in a broadly diversified
                    portfolio of equity securities of companies that
                    have their principal business activities outside
                    of the United States.
                    ----------------------------------------------------

INVESTMENT MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of The GCG Trust.
The GCG Trust pays Directed Services a monthly fee for its investment
advisory as well as administrative services.  The monthly fee is based on
the average daily net assets of an investment portfolio, and in some
cases, the combined total assets of certain grouped portfolios.  Directed
Services provides or procures, at its own expense, the services necessary
for the operation of the portfolios.  Directed Services (and not the GCG
Trust) pays each portfolio manager a monthly fee for managing the assets
of a portfolio.  For a list of the portfolio managers, see the front
cover of this prospectus.  Directed Services does not bear the expense of
brokerage fees and other transactional expenses for securities, taxes (if
any) paid by a portfolio, interest on borrowing, fees and expenses of the
independent trustees, and extraordinary expenses, such as litigation or
indemnification expenses.

Fleet Investment Advisors Inc. serves as the investment advisor of
The Galaxy VIP Fund.  The Galaxy VIP Fund pays Fleet Investment Advisors
a monthly advisory fee based on the average daily net assets of each
investment portfolio.  Each portfolio pays its own administrative costs.
Except for agreements to reimburse certain expenses of some portfolios,
Fleet Investment Advisors does not bear any portfolio expenses.

Pacific Investment Management Company ("PIMCO") serves as the investment
advisor to the PIMCO Trust.  The PIMCO Trust pays PIMCO a monthly
advisory fee and a monthly administrative fee based on the average daily
net assets of an investment portfolios for managing the assets of the
portfolios and for administering the PIMCO Trust.

Credit Suisse Asset Management, LLC serves as the investment advisor of
the Warburg Pincus Trust.  The Warburg Trust pays Credit Suisse Asset
Management a monthly advisory fee based on the average daily net assets
of the investment portfolio and also procures the services necessary
for the operation of its portfolios. The Warburg Trust pays monthly
administrative fees to two co-administrators for administrative services,
one of which is an affiliate of Credit Suisse Asset Management.  The
monthly administrative fee is based on the portfolio's average daily net
assets. Credit Suisse Asset Management does not bear any portfolio
expenses.

                                   15
YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS
MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST.  YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.

                      THE FIXED INTEREST ALLOCATION
You may allocate premium payments and transfer your contract value to the
guaranteed interest periods of our Fixed Account at any time during the
accumulation period.  Every time you allocate money to the Fixed Account,
we set up a Fixed Interest Allocation for the guaranteed interest period
you select.  We currently offer guaranteed interest periods of 6 months,
1, 3, 5, 7 and 10 years, although we may not offer all these periods in
the future. You may select one or more guaranteed interest periods at any
one time.  We will credit your Fixed Interest Allocation with a
guaranteed interest rate for the interest period you select, so long as
you do not withdraw money from that Fixed Interest Allocation before the
end of the guaranteed interest period.  Each guaranteed interest period
ends on its maturity date which is the last day of the month in which the
interest period is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a
Fixed Interest Allocation more than 30 days before the end of the
applicable guaranteed interest period, we will apply a Market Value
Adjustment to the transaction.  A Market Value Adjustment could increase
or decrease the amount you surrender, withdraw, transfer or annuitize,
depending on current interest rates at the time of the transaction.  YOU
BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN YOUR PRINCIPAL IF WE APPLY A
MARKET VALUE ADJUSTMENT.

Assets supporting amounts allocated to the Fixed Account are available to
fund the claims of all classes of our 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 may offer DCA
Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest
Allocations available exclusively in connection with our dollar cost
averaging program.  For more information on DCA Fixed Interest
Allocations, see "Transfers Among Your Investments - Dollar Cost
Averaging."

Your contract value in the Fixed Account is the sum of your Fixed
Interest Allocations and the interest credited as adjusted for any
withdrawals (including any Market Value Adjustment applied to such
withdrawal), transfers or other charges we may impose.  Your Fixed
Interest Allocation will be credited with the guaranteed interest rate in
effect for the guaranteed interest period you selected when we receive
and accept your premium or reallocation of contract value.  We will
credit interest daily at a rate which yields the quoted guaranteed
interest rate.

                                   16
GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is
guaranteed as long as you do not take your money out until its maturity
date.  We do not have a specific formula for establishing the guaranteed
interest rates for the different guaranteed interest periods.  We
determine guaranteed interest rates at our sole discretion.  To find out
the current guaranteed interest rate for a guaranteed interest period you
are interested in, please contact our Customer Service Center or your
registered representative.  The determination may be influenced by the
interest rates on fixed income investments in which we may invest with
the amounts we receive under the Contracts.  We will invest these amounts
primarily in investment-grade fixed income securities (i.e., rated by
Standard & Poor's rating system to be suitable for prudent investors)
although we are not obligated to invest according to any particular
strategy, except as may be required by applicable law.  You will have no
direct or indirect interest in these investments.  We will also consider
other factors in determining the guaranteed interest rates, including
regulatory and tax requirements, sales commissions and administrative
expenses borne by us, general economic trends and competitive factors.
We cannot predict the level of future interest rates but no Fixed
Interest Allocation will ever have a guaranteed interest rate of less
than 3% per year.

We may from time to time at our discretion offer interest rate specials
for new premiums that are higher than the current base interest rate then
offered.  Renewal rates for such rate specials will be based on the base
interest rate and not on the special rates initially declared.

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to
one or more new Fixed Interest Allocations with new guaranteed interest
periods, or to any of the subaccounts of Account B. We will transfer amounts
from your Fixed Interest Allocations starting with the guaranteed interest
period nearest its maturity date until we have honored your transfer request.

The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $100.  If a transfer request would reduce the contract
value remaining in a Fixed Interest Allocation to less than $100, we will
treat such transfer request as a request to transfer the entire contract
value in such Fixed Interest Allocation.  Transfers from a Fixed Interest
Allocation may be subject to a Market Value Adjustment.  If you have a
special Fixed Interest Allocation that was offered exclusively with our
dollar cost averaging program, cancelling dollar cost averaging will
cause a transfer of the entire contract value in such Fixed Interest
Allocation to the Liquid Asset subaccount, and such a transfer will be
subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may transfer
amounts from the applicable Fixed Interest Allocation to the subaccounts
and/or to new Fixed Interest Allocations with guaranteed interest periods
of any length we are offering at that time.  You may not, however,
transfer amounts to any Fixed Interest Allocation with a guaranteed
interest period that extends beyond the annuity start date.

At least 30 calendar days before a maturity date of any of your Fixed
Interest Allocations, or earlier if required by state law, we will send
you a notice of the guaranteed interest periods that are available.  You
must notify us which subaccounts or new guaranteed interest periods you
have selected before the maturity date of your Fixed Interest
Allocations.  If we do not receive timely instructions from you, we will
transfer the contract value in the maturing Fixed Interest Allocation to
a new Fixed Interest

                                   17
Allocation with a guaranteed interest period that is
the same as the expiring guaranteed interest period.  If such guaranteed
interest period is not available or would go beyond the annuity start
date, we will transfer your contract value in the maturing Fixed Interest
Allocation to the next shortest guaranteed interest period which does not
go beyond the annuity start date.  If no such guaranteed interest period
is available, we will transfer the contract value to a subaccount
specially designated by the Company for such purpose.   We currently use
the Liquid Asset subaccount for such purpose.

Please be aware that the benefit we pay under certain optional benefit
riders will be adjusted by any transfers you make to and from the Fixed
Interest Allocations during specified periods while the rider is in
effect.  See "Optional Riders."

WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your
contract value in any Fixed Interest Allocation.  You may make systematic
withdrawals of only the interest earned during the prior month, quarter
or year, depending on the frequency chosen, from a Fixed Interest
Allocation under our systematic withdrawal option.  Systematic
withdrawals from a Fixed Interest Allocation are not permitted if such
Fixed Interest Allocation is currently participating in the dollar cost
averaging program.  A withdrawal from a Fixed Interest Allocation may be
subject to a Market Value Adjustment and, in some cases, a surrender
charge. Be aware that withdrawals may have federal income tax consequences,
including a 10% penalty tax, as well as state income tax consequences.

If you tell us the Fixed Interest Allocation from which your withdrawal
will be made, we will assess the withdrawal against that Fixed Interest
Allocation.  If you do not, we will assess your withdrawal against the
subaccounts in which you are invested, unless the withdrawal exceeds the
contract value in the subaccounts.  If there is no contract value in
those subaccounts, we will deduct your withdrawal from your Fixed
Interest Allocations starting with the guaranteed interest periods
nearest their maturity dates until we have honored your request.

Please be aware that the benefit we pay under any of the optional riders
will be reduced on a pro rata basis by any withdrawals you make from
the Fixed Interest Allocations during the period while the rider is
in effect.  See "Optional Riders."

MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect on
your contract value.  We will apply a Market Value Adjustment (i)
whenever you withdraw or transfer money from a Fixed Interest Allocation
(unless made within 30 days before the maturity date of the applicable
guaranteed interest period, or under the systematic withdrawal or dollar
cost averaging program) and (ii) if on the annuity start date a
guaranteed interest period for any Fixed Interest Allocation does not end
on or within 30 days of the annuity start date.

We determine the Market Value Adjustment by multiplying the amount you
withdraw, transfer or apply to an income plan by the following factor:

                    (   1+I   )N/365
                    (---------)         -1
                    (1+J+.0050)

                                   18
Where,

    o   "I" is the Index Rate for a Fixed Interest Allocation on the
        first day of the guaranteed interest period;

    o   "J" is equal to the following:

        (1) If calculated for a Fixed Interest Allocation of 1 year or
            more, then "J" is the Index Rate for a new Fixed Interest
            Allocation with a guaranteed interest period equal to the
            time remaining (rounded up to the next full year except in
            Pennsylvania) in the guaranteed interest period;

        (2) If calculated for a Fixed Interest Allocation of 6 months,
            then "J" is the lesser of the Index Rate for a new Fixed
            Interest Allocation with (i) a 6 month guaranteed interest
            period, or (ii) a 1 year guaranteed interest period at
            the time of calculation; and

    o   "N" is the remaining number of days in the guaranteed interest
        period at the time of calculation.

The Index Rate is the average of the Ask Yields for U.S. Treasury Strips
as quoted by a national quoting service for a period equal to the
applicable guaranteed interest period.  The average is currently based on
the period starting from the 22nd day of the calendar month two months
prior to the month of the Index Rate determination and ending the 21st
day of the calendar month immediately before the month of determination.
We currently calculate the Index Rate once each calendar month but have
the right to calculate it more frequently.  The Index Rate will always be
based on a period of at least 28 days.  If the Ask Yields are no longer
available, we will determine the Index Rate by using a suitable and
approved, if required, replacement method.

A Market Value Adjustment may be positive, negative or result in no
change.  In general, if interest rates are rising, you bear the risk that
any Market Value Adjustment will likely be negative and reduce your
contract value.  On the other hand, if interest rates are falling, it is
more likely that you will receive a positive Market Value Adjustment that
increases your contract value.  In the event of a full surrender,
transfer or annuitization from a Fixed Interest Allocation, we will add
or subtract any Market Value Adjustment from the amount surrendered,
transferred or annuitized.  In the event of a partial withdrawal,
transfer or annuitization, we will add or subtract any Market Value
Adjustment from the total amount withdrawn, transferred or annuitized in
order to provide the amount requested.  If a negative Market Value
Adjustment exceeds your contract value in the Fixed Interest Allocation,
we will consider your request to be a full surrender, transfer or
annuitization of the Fixed Interest Allocation.

Several examples which illustrate how the Market Value Adjustment works
are included in Appendix B.

                          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, The Galaxy VIP Fund, the PIMCO Trust and the Warburg
Pincus Trust through Account B.  It also provides a means for you to
invest in a Fixed Interest Allocation through the Fixed Account.

                                   19
CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date.  Each 12-
month period following the contract date is a contract year.

ANNUITY START DATE
The annuity start date is the date you start receiving annuity payments
under your Contract.  The Contract, like all deferred variable annuity
contracts, has two phases: the accumulation phase and the income phase.
The accumulation phase is the period between the contract date and the
annuity start date.  The income phase begins when you start receiving
regular annuity payments from your Contract on the annuity start date.

CONTRACT OWNER
You are the contract owner.  You are also the annuitant unless another
annuitant is named in the application.  You have the rights and options
described in the Contract.  One or more persons may own the Contract.  If
there are multiple owners named, the age of the oldest owner will
determine the applicable death benefit if such death benefit is available
for multiple owners.

The death benefit becomes payable when you die.  In the case of a sole
contract owner who dies before the income phase begins, we will pay the
beneficiary the death benefit 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 if Enhanced Death Benefits are available for
multiple owners.

ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments.  The annuitant's age determines when the
income phase must begin and the amount of the annuity payments to be
paid.  You are the annuitant unless you choose to name another person.
The annuitant may not be changed after the Contract is in effect.

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

                                   20
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 adviser for more
information if you are not an individual.

BENEFICIARY
The beneficiary is named by you in a written request.  The beneficiary is
the person who receives any death benefit proceeds and who becomes the
successor contract owner if the contract owner (or the annuitant if the
contract owner is other than an individual) dies before the annuity start
date.  We pay death benefits to the primary beneficiary (unless there are
joint owners, in which case death proceeds are payable to the surviving
owner(s)).
If the beneficiary dies before the annuitant or the contract owner, the
death benefit proceeds are paid to the contingent beneficiary, if any.
If there is no surviving beneficiary, we pay the death benefit proceeds
to the contract owner's estate.

One or more persons may be a beneficiary or contingent beneficiary.  In
the case of more than one beneficiary, we will assume any death benefit
proceeds are to be paid in equal shares to the surviving beneficiaries.

You have the right to change beneficiaries during the annuitant's
lifetime unless you have designated an irrevocable beneficiary.  When an
irrevocable beneficiary has been designated, you and the irrevocable
beneficiary may have to act together to exercise some of the rights and
options under the Contract.

  CHANGE OF CONTRACT OWNER OR BENEFICIARY.  During the annuitant's
lifetime, you may transfer ownership of a non-qualified Contract.  A
change in ownership may affect the amount of the death benefit and the
guaranteed death benefit.  You may also change the beneficiary.  All
requests for changes must be in writing and submitted to our Customer
Service Center in good order.  The change will be effective as of the day
you sign the request.  The change will not affect any payment made or
action taken by us before recording the change.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract
owner are not older than age 85.

                                   21
The initial premium payment must be $10,000 or more ($1,500 for qualified
Contracts).  You may make additional payments of $500 or more ($250 for
qualified Contracts) at any time after the free look period before you
turn age 85.  Under certain circumstances, we may waive the minimum
premium payment requirement.  We may also change the minimum initial or
additional premium requirements for certain group or sponsored
arrangements.  An initial or additional premium payment that would cause
the contract value of all annuities that you maintain with us to exceed
$1,000,000 requires our prior approval.

The Contracts offered by this prospectus are available only to customers
of Fleet Financial Group, Inc. and its affiliates.

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium and credit within 2 business days
after receipt, if the application and all information necessary for
processing the Contract are complete.  Subsequent premium payments
and credits will be processed within 1 business day if all information
necessary is received.  In certain states we also accept initial and
additional premium payments by wire order.  Wire transmittals must be
accompanied by sufficient electronically transmitted data.  We may retain
your initial premium payment for up to 5 business days while attempting to
complete an incomplete application.  If the application cannot be completed
within this period, we will inform you of the reasons for the delay.  We
will also return the premium payment immediately unless you direct us to
hold the premium payment until the application is completed.  For initial
premium payments, the payment will be credited at the accumulation unit value
next determined after receipt of your premium payment and the completed
application.  Once the completed application is received, we will allocate
the payment and credit to the subaccount and/or Fixed Interest Allocation
specified by you within 2 business days.  We will make inquiry to discover
any missing information related to subsequent payments.  For any subsequent
premium payments, the payment and credit will be credited at the accumulation
unit value next determined after receipt of your premium payment and
instructions.

Once we allocate your premium payment and credit to the subaccounts
selected by you, we convert the premium payment and credit into
accumulation units.  We divide the amount of the premium payment and
credit allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to determine the number of
accumulation units of the subaccount to be held in Account B with respect
to your Contract.  The net investment results of each subaccount vary
with its investment performance.

If your premium payment was transmitted by wire order from your broker-
dealer, we will follow one of the following two procedures after we
receive and accept the wire order and investment instructions.  The
procedure we follow depends on state availability and the procedures of
your broker-dealer.

 (1) If either your state or broker-dealer do not permit us to issue a
     Contract without an application, we reserve the right to rescind the
     Contract if we do not receive and accept a properly completed
     application or enrollment form within 5 days of the premium
     payment.  If we do not receive the application or form within 5
     days of the premium payment, we will refund the contract value plus
     any charges we deducted, and the Contract will be voided.  Some
     states require that we return the premium paid, in which case we
     will comply.

 (2) If your state and broker-dealer allow us to issue a Contract without
     an application, we will issue and mail the Contract to you, together with
     an Application Acknowledgement Statement for your execution.  Until our
     Customer Service Center receives the executed Application Acknowledgement

                                   22
Statement, neither you nor the broker-dealer may execute any financial
     transactions on your Contract unless they are requested in writing by
     you. We may require additional information before complying with your
     request (e.g., signature guarantee).

In some states, we may require that an initial premium designated for a
subaccount of Account B or the Fixed Account be allocated with the added
credit to a subaccount specially designated by the Company (currently,
the Liquid Asset subaccount) during the free look period.  After the free
look period, we will convert your contract value (your initial premium
and credit plus any earnings less any expenses) into accumulation units
of the subaccounts you previously selected.  The accumulation units will
be allocated based on the accumulation unit value next computed for each
subaccount.  Initial premiums designated for Fixed Interest Allocations
will be allocated with the added credit to a Fixed Interest Allocation
with the guaranteed interest period you have chosen; however, in the
future we may allocate the premiums and credits to the specially
designated subaccount during the free look period.

ADDITIONAL CREDIT TO PREMIUM
A credit will be added to your contract value based on each premium
payment.  The credit will be added proportionally to each subaccount and
Fixed Interest Allocation as the premium payment is allocated.  The
credit is a minimum of 4% of the premium payment.  We may increase the
credit at our discretion.  If we increase the credit we may reduce it
also at our discretion, but we will not reduce it below the minimum
credit of 4%, and we will give at least 30 days notice of any planned
reduction.

The credit constitutes earnings (and not premiums paid by you) for
federal tax purposes.

In any of the following circumstances, we deduct a credit from the amount
we pay to you or your beneficiary:

   (1)  If you return your Contract within the free look period, we will
        deduct the credit from the refund amount;
   (2)  If a death benefit of contract value becomes payable, we will deduct
        any credits added to your contract within 1 year prior to death; and
   (3)  If we waive any surrender charge, we will deduct any credit added to
        your contract value within 1 year.

If we deduct a credit from any amount we pay to you, we will deduct
the full dollar amount of the credit.  You will retain any gains, and
you will also bear any losses, that are attributable to the credit we
deduct.

Once we have waived any surrender charge, we will not add any additional
credit to any additional premium you pay on or after the date of any such
waiver.

CONTRACT VALUE
We determine your contract value on a daily basis beginning on the
contract date.  Your contract value is the sum of (a) the contract value
in the Fixed Interest Allocations, and (b) the contract value in each
subaccount in which you are invested.

  CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS.  The contract value in
your Fixed Interest Allocation is the sum of premium payments and credits
allocated to the Fixed Interest Allocation under the Contract, plus
contract value transferred to the Fixed Interest Allocation, plus
credited interest, minus any transfers and withdrawals from the Fixed
Interest Allocation (including any Market Value Adjustment applied to
such withdrawal), contract fees, and premium taxes.

                                   23
CONTRACT VALUE IN THE SUBACCOUNTS.  On the contract date, the contract
value in the subaccount in which you are invested is equal to the initial
premium paid and added credit that was designated to be allocated to the
subaccount. On the contract date, we allocate your contract value to each
subaccount and/or a Fixed Interest Allocation specified by you, unless
the Contract is issued in a state that requires the return of premium
payments during the free look period, in which case, the portion of your
initial premium and added credit not allocated to a Fixed Interest
Allocation may be allocated to a subaccount specially designated by the
Company during the free look period for this purpose (currently, the
Liquid Asset subaccount).

On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:

   (1) We take the contract value in the subaccount at the end of the
       preceding business day.

   (2) We multiply (1) by the subaccount's Net Investment Factor since the
       preceding business day.

   (3) We add (1) and (2).

   (4) We add to (3) any additional premium payments and credits, and
       then add or subtract any transfers to or from that subaccount.
   (5) We subtract from (4) any withdrawals and any related charges, and
       then subtract any contract fees (including any rider charges)
       and premium taxes.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract.  The cash surrender value will fluctuate daily based on the
investment results of the subaccounts in which you are invested and
interest credited to Fixed Interest Allocations and any Market Value
Adjustment.  We do not guarantee any minimum cash surrender value.  On
any date during the accumulation phase, we calculate the cash surrender
value as follows: we start with your contract value, then we adjust for
any Market Value Adjustment, and then we deduct any surrender charge, any
charge for premium taxes, the annual contract administrative fee
(unless waived), and any optional benefit rider charge and any other
charges incurred but not yet deducted.

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is living
and before the annuity start date.  A surrender will be effective on the
date your written request and the Contract are received at our Customer
Service Center.  We will determine and pay the cash surrender value at
the price next determined after receipt of all paperwork required in
order for us to process your surrender.  Once paid, all benefits under
the Contract will be terminated.  For administrative purposes, we will
transfer your money to a specially designated subaccount (currently the
Liquid Asset subaccount) prior to processing the surrender.  This
transfer will have no effect on your cash surrender value.  You may
receive the cash surrender value in a single sum payment or apply it
under one or more annuity options.  We will usually pay the cash
surrender value within 7 days.

                                   24
Consult your tax adviser regarding the tax consequences associated with
surrendering your Contract.  A surrender made before you reach age 59 1/2
may result in a 10% tax penalty.  See "Federal Tax Considerations" for
more details.

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract.
These subaccounts will invest in investment portfolios we find suitable
for your Contract.

We may amend the Contract to conform to applicable laws or governmental
regulations.  If we feel that investment in any of the investment
portfolios has become inappropriate to the purposes of the Contract, we
may, with approval of the SEC (and any other regulatory agency, if
required) substitute another portfolio for existing and future
investments.  If you elected the dollar cost averaging, systematic
withdrawals, or automatic rebalancing programs or if you have other
outstanding instructions, and we substitute a portfolio subject to those
instructions, we will execute your instructions using the substituted
portfolio, unless you request otherwise.

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.

OPTIONAL RIDERS
Subject to state availability, you may elect one of three optional
benefit riders discussed below.  You may not add more than one of these
three riders to your Contract.  There are separate charges for each
rider.  Once elected, the riders generally may not be cancelled.  This
means once you add the rider you may not remove it, and charges will be
assessed regardless of the performance of your Contract.  Please see
"Charges and Fees - Optional Rider Charges" for information on rider
charges.

THE OPTIONAL RIDERS MAY NOT BE AVAILABLE FOR ALL INVESTORS. THEY SHOULD
BE ANALYZED THOROUGHLY AND UNDERSTOOD COMPLETELY BEFORE BEING ELECTED.
THE OPTIONAL RIDERS DO NOT GUARANTEE ANY RETURN OF PRINCIPAL OR PREMIUM
PAYMENTS AND DO NOT GUARANTEE PERFORMANCE OF ANY SPECIFIC INVESTMENT
PORTFOLIO UNDER THE CONTRACT.  YOU SHOULD CONSULT A QUALIFIED FINANCIAL
ADVISER IN EVALUATING THE RIDERS.

THE OPTIONAL RIDERS MAY NOT BE APPROVED IN ALL STATES.  CHECK WITH OUR
CUSTOMER SERVICE CENTER FOR AVAILABILITY IN YOUR STATE.  THE TELEPHONE
NUMBER IS (800)366-0066.

RIDER DATE
We use the term rider date in the discussion of the optional benefit
riders below.  The rider date is the date an optional benefit rider
becomes effective.  The rider date is also the contract date if the rider
was purchased at the time the Contract is issued.

                                   25
SPECIAL FUNDS
We use the term Special Funds in the discussion of the Minimum Guaranteed
Accumulation Benefit rider (with the 20-year waiting period) and the
Minimum Guaranteed Income Benefit rider.  The Special Funds refer to the
Liquid Asset subaccount, Limited Maturity Bond subaccount and the Fixed
Interest Allocations.  The Company may designate new and/or existing
subaccounts as a Special Fund with 30 days notice at any time, including
during the life of a rider.

NO CANCELLATION
Once you purchase a rider, the rider may not be cancelled, unless you cancel
the Contract during the Contract's free look periods surrender, annuitize or
otherwise terminate the Contract which automatically cancels any attached
rider. Once the Contract continues beyond the free look period, you may not
at any time cancel the rider, except with respect to a one-time right to
cancel the twenty-year option of the Minimum Guaranteed Accumulation Benefit
rider under specified conditions.  The Company may, at its discretion,
cancel and/or replace a rider at your request in order to renew or
reset a rider.

TERMINATION
The optional riders are "living benefits."  This means that the guaranteed
benefits offered by the riders are intended to be available to you while
you are living and while your Contract is in the accumulation phase.  The
optional riders automatically terminate (and all benefits under the rider
will cease) if you annuitize, surrender or otherwise terminate your
Contract or die (first owner to die if there are multiple contract
owners, or at death of annuitant if contract owner is not a natural
person), unless your spouse beneficiary elects to continue the Contract,
during the accumulation phase.  The optional rider will also terminate if
there is a change in contract ownership (other than a spousal beneficiary
continuation on your death).  Other circumstances which may cause a
particular optional rider to terminate automatically are discussed below
with the applicable rider.

MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB) RIDER
The MGAB rider is an optional benefit which provides you with an MGAB
benefit intended to guarantee a minimum contract value at the end of a
specified waiting period.  The MGAB is a one-time adjustment to your
contract value in the event your contract value on the MGAB Benefit
Date is less than the MGAB Base.  The MGAB rider may offer you protection
in the event your contract value loses value during the MGAB waiting
period.  For discussion of the charges we deduct under the MGAB rider,
see "Optional Rider Charges."

The MGAB rider offers a ten-year option and a twenty-year option, of
which you may purchase only one.  The ten-year option has a waiting
period of ten years and guarantees that your contract value at the end
of ten years will at least equal your initial premium payment plus credits,
reduced pro rata for withdrawals.  Transfers made within 3 years prior
to the MGAB Benefit Date will also reduce the benefit pro rata.  The
twenty-year option  has a waiting period of twenty years and guarantees
that your contract  value at the end of twenty years will at least equal
two times your initial premium payment plus credits, reduced pro rata
for withdrawals, and reduced for transfers made within 3 years prior to
the MGAB Benefit Date.  On the MGAB Benefit Date, which is the next
business day after the applicable waiting period, we calculate your
Minimum Guaranteed Accumulation Benefit.

  CALCULATING THE MGAB.  We calculate your MGAB as follows:

     1. WE FIRST DETERMINE YOUR MGAB BASE.  The MGAB Base is only a
calculation.  It does not represent a contract value, nor does it
guarantee performance of the subaccounts in which you are

                                   26
invested.  It is also not used in determining the amount of your
annuity income, cash surrender value and death benefits.

       If you purchased the MGAB rider on the contract date, and

            (i)  elected the ten-year option, your MGAB Base is equal to your
                 initial premium and credit, plus any additional premium and
                 credit added to your Contract during the 2-year period
                 after your rider date, reduced pro rata for any withdrawals
                 and reduced for any transfers made within the
                 last 3 years; or

            (ii) elected the twenty-year option, except for the Special Funds
                 which require special calculations, your MGAB Base is equal
                 to your initial premium and credit, plus any additional
                 premium and credit added to your Contract during the 2-year
                 period after your contract date, accumulated at the MGAB Base
                 Rate, reduced pro rata for any withdrawals and reduced for
                 any transfers made within the last 3 years.  The MGAB Base
                 Rate for all allocations to the Special Funds is
                 the annual effective rate of 3.5265%.  Accumulation of
                 eligible additional premiums starts on the date the premium
                 was received.

       ONLY PREMIUMS AND CREDITS ADDED TO YOUR CONTRACT DURING THE 2-YEAR
       PERIOD AFTER YOUR RIDER DATE ARE INCLUDED IN THE MGAB BASE, BUT
       ANY ADDITIONAL PREMIUM PAYMENTS YOU ADDED TO YOUR CONTRACT AFTER
       THE SECOND RIDER ANNIVERSARY ARE NOT INCLUDED IN THE MGAB BASE.
       Thus, the MGAB rider may not be appropriate for you if you plan
       to add substantial premium payments after your second rider
       anniversary.

       If you purchased the MGAB rider after the contract date, your
       MGAB Base is equal to your contract value on the rider date, plus
       premiums and credits added during the 2-year period after your
       rider date.  Withdrawals taken while the MGAB rider is in effect,
       as well as transfers made within 3 years prior to the MGAB Benefit
       Date will reduce the value of your MGAB Base pro rata.  This
       means that the MGAB Base (and the MGAB Charge Base) will be
       reduced by the same percent as the percent of contract value
       that was withdrawn (or transferred). We will look to your contract
       value immediately before the withdrawal or transfer when
       we determine this percent.

       For any Special Fund under the twenty-year option, if the actual
       interest credited to and/or the investment earnings of the
       contract value allocated to the Special Fund over the calculation
       period is less than the amount calculated under the formula
       above, that lesser amount becomes the increase in your MGAB Base
       for the Special Fund for that period.  THE MGAB RATE FOR EACH SPECIAL
       FUND MAY BE POSITIVE OR NEGATIVE.  Thus, investing in the Special Funds
       may limit the MGAB benefit.

       Under the 20-year option, adding the rider after the contract date
       payment of premiums after the rider date, and/or investments in
       the Special Funds may prevent the MGAB Base from doubling over
       the waiting period.

         2. WE THEN SUBTRACT YOUR THEN CONTRACT VALUE ON THE MGAB BENEFIT
            DATE FROM YOUR MGAB BASE.
            The contract value that we subtract includes both the contract
            value in the subaccounts in which you are invested and the
            contract value in your Fixed Interest Allocations, if any.

         3. ANY POSITIVE DIFFERENCE IS YOUR MGAB. If there is a MGAB, we
            will automatically credit it on the MGAB Benefit Date to the
            subaccounts in which you are invested pro rata based on the
            proportion of your contract value in the subaccounts on that
            date, unless you have previously given us other allocation
            instructions.  If you do not have an investment in any subaccount
            on the MGAB Benefit Date, we will allocate the MGAB to the Liquid
            Asset subaccount on your behalf.  After the crediting of the MGAB,
            the amount of your annuity income, cash surrender value and death
            benefits will reflect the crediting of the MGAB

                                   27
to your contract value to the extent the contract value is used
            to determine such value.

  WITHDRAWALS AND TRANSFERS.  We will reduce your MGAB Base and the MGAB
Charge Base pro rata to the percentage of contract value of any withdrawals
you make after the rider date but prior to the MGAB Benefit Date. Any transfers
you make within three years prior to the MGAB Benefit Date will reduce the MGAB
Base and the MGAB Charge Base pro rata to the percentage of contract value
transferred.  Transfers you make before this date will have no immediate impact
on the MGAB Base.Any transfers to and from the subaccounts and Special Funds in
which you are invested will cause your MGAB Base to be reallocated pro rata
based on the percentage of contract value.  Transfers to one or more Special
Funds could reduce your MGAB benefit.

  PURCHASE.  To purchase the MGAB rider, you must be age 80 or younger on
the rider date if you choose the ten-year option and age 65 or younger on
the rider date if you choose the twenty-year option.  The waiting period
must end at or before your annuity start date.  The MGAB rider may be
purchased (i) on the contract date, and (ii) within 30 days following the
contract date.  For contracts issued more than 30 days before the date
this rider first became available in your state, the Company may in its
discretion allow purchase of this rider during the 30-day period
preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later.

  THE MGAB BENEFIT DATE.  If you purchased the MGAB rider on the contract
date or added the MGAB rider within 30 days following the contract date,
the MGAB Benefit Date is your 10th contract anniversary for the ten-year
option or 20th contract anniversary for the twenty-year option.  If you
added the MGAB rider during the 30-day period preceding your first
contract anniversary after the date of this prospectus, your MGAB Benefit
Date will be the first contract anniversary occurring after 10 years (for the
ten-year option) or 20 years (for the twenty-year option) after the rider
date.  The MGAB rider is not available if the MGAB Benefit Date would
fall beyond the latest annuity start date.

  CANCELLATION.  If you elected the twenty-year option, you have a one-
time right to cancel the MGAB rider on your first contract anniversary
that is at least 10 years after the rider date. If you purchase the MGAB
rider during the 30-day period following the contract date, your one-time
right to cancel the rider occurs on the tenth anniversary of your contract
date. To cancel, you need to send written notice to our Customer Service
Center at least 30 days before such anniversary date. If the MGAB rider is
terminated before the MGAB Benefit Date, you will not be credited with the
MGAB and we will assess the pro rata portion of the MGAB rider charge for
the current quarter.

  NOTIFICATION.  Any crediting of the MGAB will be reported in your first
quarterly statement following the MGAB Benefit Date.

MINIMUM GUARANTEED INCOME BENEFIT (MGIB) RIDER.
The MGIB rider is an optional benefit which guarantees that a minimum amount
of annuity income will be available to you if you annuitize on the MGIB Benefit
Date, regardless of fluctuating market conditions.  The amount of the Minimum
Guaranteed Income Benefit will depend on the amount of premiums you pay during
the five contract years after you purchase the rider, the credit(s) we add, the
ammount of contract value you allocate or transfer to the Special Funds, the
MGIB Rate (7% for all portfolios except the Special Funds), the adjustments for
Special Fund Transfers, and the dollar amount of any withdrawals you take while
the rider is in effect.  For a discussion of the charges we deduct under the
MGIB rider, see "Optional Rider Charges."  Ordinarily, the amount of income
that will be available to you on the annuity start date is based on your
contract value, the annuity option you selected and the guaranteed or income
factors in effect on the date you annuitize.  If you purchase the MGIB rider,
the minimum amount of income that will be available to you upon annuitization
on the MGIB Benefit Date is the greatest of:

                                   28
(i)  your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the guaranteed income factors
            specified in your Contract for the annuity option you
            selected;

       (ii) your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the then current income
            factors in effect for the annuity option you selected;
            and

       (iii)the MGIB annuity income based on your MGIB Base on the MGIB
            Benefit Date applied to the MGIB income factors specified
            in your rider for the MGIB annuity option you selected.
            Prior to applying the MGIB income factors, we will adjust
            the MGIB Base for any surrender charges, premium tax
            recovery and Market Value Adjustments that would
            otherwise apply at anuitization.

Prior to your latest annuity start date, you may choose to exercise your
right to receive payments under the MGIB rider on the MGIB Benefit Date.
Payments under the rider begin on the MGIB Benefit Date.  We require a
10-year waiting period before you can annuitize the MGIB rider benefit.
The MGIB must be exercised in the 30-day period prior to the end of the
waiting period or any subsequent contract anniversary.  At your request,
the Company may in its discretion extend the latest contract annuity
start date without extending the MGIB Benefit Date.

  DETERMINING THE MGIB ANNUITY INCOME.  On the MGIB Benefit Date, we
calculate your MGIB annuity income as follows:

    1.  WE FIRST DETERMINE YOUR MGIB BASE.  The MGIB Base is only a
calculation used to determine the MGIB.  The MGIB Base does not represent
a contract value, nor does it guarantee performance of the subaccounts in
which you are invested.  It is also not used in determining the amount
of your cash surrender value and death benefits.  Any reset of contract
value under provisions of the Contract or other riders will not increase
the MGIB Base or MGIB Base Maximum.

          (i)    If you purchased the MGIB rider on the contract date, except
                 for the Special Funds which require special calculations,
                 the MGIB Base is equal to your initial premium and credit,
                 plus any additional premiums and credits added to your
                 Contract during the 5-year period after your contract date,
                 accumulated at the MGIB Base Rate (7% for all portfolios
                 except the Special Funds), reduced pro rata by all
                 withdrawals taken while the MGIB rider is in effect.
                 Premiums and credits paid after the 5th contract
                 anniversary are excluded from the MGIB Base.

          (ii)   If you purchased the MGIB rider after the contract date
                 except for the special Funds which require special
                 calculations, your MGIB Base is equal to your contract value
                 on the rider date plus any additional premiums and credits
                 added to your Contract during the 5-year periods after your
                 rider date, accumulated at the MGIB Base Rate (7% for all
                 portfolios except the Special Funds), reduced pro rata by all
                 withdrawals taken while the MGIB rider is in effect.
                 Such additional premium payments and credits added more than
                 5 years before the earliest MGIB Benefit Date are included in
                 the MGIB Base.  Premiums and credits paid after the 5th
                 contract anniversary are excluded from the MGIB Base.

          (iii)  For any Special Fund, if the actual earnings and/or the
                 interest credited to the contract value allocated to
                 the Special Fund over the calculation period is less than
                 the amount determined under the formula above, that lesser
                 amount becomes the change in your MGIB Base for the Special
                 Fund.  THE MGIB BASE RATE FOR EACH SPECIAL FUND MAY BE
                 POSITIVE OR NEGATIVE.  Thus, investing in the Special Funds
                 may significantly limit the MGIB benefit.

                                   29
Of course, regardless of when purchased or how you invest,
            withdrawals will reduce the value of your MGIB
            Base pro rata to the percentage of the contract value
            withdrawn.

            We offer a 7% MGIB Base Rate, except for the Special Funds.
            The Company may at its discretion discontinue offering this
            rate.  The MGIB Base Rate is an annual effective rate.

            The MGIB Base is subject to the MGIB Base Maximum.  The MGIB
            Base Maximum is the amount calculated above until the
            earlier of: (i) the date the oldest contract owner reaches
            age 80, or (ii) the date the MGIB Base reaches two times the
            MGIB Eligible Premiums and credits, adjusted for any
            withdrawals.  MGIB Eligible Premiums is the total of
            premiums paid during the first 5 years after the rider date.

    2. THEN WE DETERMINE THE MGIB ANNUITY INCOME BY MULTIPLYING YOUR
MGIB BASE (ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, SURRENDER CHARGE
AND PREMIUM TAXES) BY THE INCOME FACTOR, AND THEN DIVIDE BY $1000.

Two MGIB Income Options are available under the MGIB Rider:

   (i)  Income for Life (Single Life or Joint with 100% Survivor) and
        10-30 Year Certain;

   (ii) Income for a 20-30 Year Period Certain; or

   (iii)Any other income plan offered by the Company in connection with
        the MGIB rider on the MGIB Benefit Date.

 On the MGIB Benefit Date, we would apply the MGIB Base using the Table of
Income Factors specified in the MGIB rider for the Income Option you selected.
The guaranteed factors contained in the MGIB rider generally provide lower
payout
per $1,000 of value applied than the guaranteed factors found in your Contract.

 Then we compare the MGIB annuity income under the rider guarantee for the
option selected with the annuity income under your Contract guarantee
for the same option.  The greater amount of income will be available to you
on the MGIB Benefit Date.

  WITHDRAWALS AND TRANSFERS.  We will reduce the MGIB Base and the MGIB
Base Maximum pro rata by the percentage of contract value of any
withdrawals you make. Any transfers to and from the subaccounts and
Special Funds in which you are invested will cause your MGIB Base to be
reallocated pro rata based on the percentage of contract value you
transfer.  This could reduce the MGIB benefit.

  PURCHASE.  To purchase the MGIB rider, you must be age 79 or younger on
the rider date and the ten-year waiting period must end at or prior to
the latest annuity start date.  The MGIB rider must be purchased (i) on
the contract date, or (ii) within thirty days after the contract date.
For contracts issued more than 30 days before the date this rider first
became available in your state, the Company may in its discretion allow
purchase of this rider during the 30-day period preceding the first
contract anniversary after the date of this prospectus, or the date of
state approval, whichever is later. There is a ten year waiting period
before you can annuitize under the MGIB rider.

   THE MGIB BENEFIT DATE.  If you purchased the MGIB rider on the contract
date or added the MGIB rider within 30 days following the contract date, the
MGIB Benefit Date is the contract anniversary on or after the tenth contract
anniversary when you decide to exercise your right to annuitize under the
MGIB Rider.  If you added the MGIB rider during the 30-day period preceding
your first contract anniversary after the date of this prospectus, your MGIB
Benefit Date is any contract anniversary on or after the tenth contract
anniversary from the rider date when you decide to exercise your right to
annuitize under the MGIB Rider.

  NO CHANGE OF ANNUITANT.  Once the MGIB rider is purchased, the annuitant
may not be changed except for the following exception.  If
an annuitant who is not a contract owner dies prior to
annuitization, a new annuitant may be named in accordance with the
provisions of your Contract.  The MGIB Base is unaffected and continues
to accumulate.

  NOTIFICATION.  On or about 30 days prior to the MGIB Benefit Date, we
will provide you with notification which will include an estimate of the
amount of MGIB annuity benefit available if you choose to exercise.
The actual amount of the MGIB annuity benefit will be determined as
of the MGIB Benefit Date.

THE MGIB RIDER DOES NOT RESTRICT OR LIMIT YOUR RIGHT TO ANNUITIZE THE
CONTRACT AT ANY TIME PERMITTED UNDER THE CONTRACT. THE MGIB RIDER DOES
NOT RESTRICT THE RIGHT TO ANNUITIZE THE CONTRACT USING CONTRACT VALUES
THAT MAY BE HIGHER THAN THE MGIB ANNUITY BENEFIT.

THE BENEFITS ASSOCIATED WITH THE MGIB RIDER ARE AVAILABLE ONLY IF YOU
ANNUITIZE YOUR CONTRACT UNDER THE RIDER AND IN ACCORDANCE WITH THE
PROVISIONS SET FORTH ABOVE.   ANNUITIZING USING THE MGIB MAY RESULT
IN THE MORE FAVORABLE STREAM OF INCOME PAYMENTS UNDER YOUR CONTRACT.
BECAUSE THE MGIB RIDER IS BASED ON CONSERVATIVE ACTUARIAL FACTORS,
THE LEVEL OF LIFETIME INCOME THAT IT GUARANTEES MAY BE LESS THAN THE
LEVEL THAT MIGHT BE PROVIDED BY THE APPLICATION OF YOUR CONTRACT VALUE
TO THE CONTRACT'S APPLICABLE ANNUITY FACTORS.  YOU SHOULD CONSIDER ALL
OF YOUR OPTIONS AT THE TIME YOU BEGIN THE INCOME PHASE OF YOUR CONTRACT.

                                   30
MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB) RIDER

The MGWB rider is an optional benefit which guarantees that if your
contract value is reduced to zero you will receive annual periodic
payments, equal to all premium payments and credits paid during
the first two contract years (Eligible Payment Amount) adjusted
for any prior withdrawals.  To maintain this guarantee, withdrawals
in any contract year may not exceed 7% of your Eligible Payment
Amount.  If your contract value is reduced to zero, you
will receive  periodic payments will be 7% of your Eligible Payment
Amount every year.  Payments continue until your MGWB Withdrawal Account
is reduced to zero.  For a discussion of the charges we deduct under the
MGWB rider, see "Optional Rider Charges."  Each payment you receive
under the MGWB rider will be taxed as a withdrawal and may be subject
to a penalty tax.  See "Withdrawals" and "Federal Tax Considerations"
for more information.  Your original Eligible Payment Amount
depends on when you purchase the MGWB rider and is:

       (i)  if you purchased the MGWB rider on the contract date, your
            premium payments and credits received during the first two
            contract years; or
       (ii) if you purchased the MGWB rider after the contract date, your
            contract value on the rider date, including any premiums and
            credits received that day, and any subsequent premium
            payments and credits received during the two-year period
            commencing on the rider date.

  THE MGWB WITHDRAWAL ACCOUNT. The MGWB Withdrawal Account is only a
calculation which represents the remaining amount available for periodic
payments.  It does not represent a contract value, nor does it guarantee
performance of the subaccounts in which you are invested.  It will not
affect your annuitization, surrender and death benefits.  The MGWB
Withdrawal Account is equal to the Eligible Payment Amount adjusted
for any withdrawals.  Withdrawals of up to 7% per year of the
Eligible Payment Amount will reduce the value of your MGWB
Withdrawal Account by the dollar amount of the withdrawal.  Any
withdrawals greater than 7% per year of the Eligible Payment Amount
will cause a pro rata reduction in both the MGWB Withdrawal Account
and the Eligible Payment Amount by the proportion that the withdrawal
bears to the contract value at the time of the withdrawal.  The MGWB
Withdrawal Account is also reduced by the amount of any periodic payments
paid under the MGWB rider once your contract value is zero.

  GUARANTEED WITHDRAWAL STATUS.  You may continue to make withdrawals in
any amount permitted under your Contract so long as your contract value
is greater than zero.  See "Withdrawals."  Making any withdrawals in any
year greater than 7% per year of the Eligible Payment Amount will reduce
the Eligible Payment Amount for future withdrawals and payments under the
MGWB rider by the proportion that the withdrawal bears to the contract
value at the time of the withdrawal.  The MGWB rider will remain in force,
and you may continue to make withdrawals  so long as:

       (i)  your contract value is greater than zero;
       (ii) your MGWB Withdrawal Account is greater than zero;
       (iii)your latest allowable annuity start date has not been
              reached;
       (iv) you have not elected to annuitize your Contract; and
       (v)  you have not died (unless your spouse has elected to continue
              the contract), changed the ownership of the Contract or
              surrendered the Contract.

  The standard Contract provision limiting withdrawals to no more than
90% of the cash surrender value is not applicable under the MGWB rider.

  WITHDRAWAL ADJUSTMENTS.  We will reduce the MGWB Withdrawal Account by
the dollar amount of any withdrawal taken up to 7% per year of the Eligible
Payment Amount.  Any withdrawal taken in excess of 7% per year of the
Eligible Payment Amount will reduce both the MGWB Withdrawal Account
and the Eligible Payment Amount, pro rata in proportion to the percentage
of contract value withdrawn.  If a withdrawal

                                   31
reduces the MGWB Withdrawal Account to zero, the MGWB rider terminates
and no further benefits are payable under the rider.

  AUTOMATIC PERIODIC BENEFIT STATUS.  Under the MGWB rider, in the event
your contract value is reduced to zero, your Contract is given what we
refer to as Automatic Periodic Benefit Status if:

       (i)  your MGWB Withdrawal Account is greater than zero;
       (ii) your latest allowable annuity start date has not been
             reached;
       (iii)you have not elected to annuitize your Contract; and
       (iv) you have not died, changed the ownership of the Contract or
             surrendered the Contract.

  Once your Contract is given Automatic Periodic Benefit Status, we will
pay you the annual MGWB periodic payments, beginning on the next contract
anniversary equal to the lesser of the remaining MGWB Withdrawal Account
or 7% annually of your Eligible Payment Amount until the earliest of
(i) your contract's latest annuity start date, (ii) the death of the owner;
or (iii) until your MGWB Withdrawal Account is exhausted.  We will reduce
the MGWB Withdrawal Account by the amount of each payment.  Once your
Contract is given Automatic Periodic Benefit Status, we will not accept
any additional premium payments in your Contract, and the Contract will
not provide any benefits except those provided by the MGWB rider.  Any
other rider terminates.  Your Contract will remain in Automatic Periodic
Benefit Status until the earliest of (i) payment of all MGWB periodic
payments, and (ii) payment of the Commuted Value (defined below), or
(iii) the owner's death has occurred.

  On the contract's latest annuity start date, in lieu of making the
remaining MGWB periodic payments, we will pay you the Commuted Value
of your MGWB periodic payments remaining.  We may, at our option,
extend your annuity start date in order to continue the MGWB periodic
payments.  The Commuted Value is the present value of any then remaining
MGWB periodic payments at the current interest rate plus 0.50%.  The
current interest rate will be determined by the average of the Ask
Yields for U.S. Treasury Strips as quoted by a national quoting
service for period(s) applicable to the remaining payments.

  DEATH BENEFIT DURING AUTOMATIC PERIODIC BENEFIT STATUS.  If you have
never withdrawn more than 7% per year of the Eligible Payment Amount and
you elected the 7% Solution Enhanced Death Benefit in your Contract, the
death benefit otherwise payable under the terms of your Contract will
remain in force during any Automatic Periodic Benefit Status.  In
determining the amount of the death benefit during the Automatic Periodic
Benefit Status, we deem your contract value to be zero and treat the MGWB
periodic payments as withdrawals.  In all other cases, the death benefit
payable during Automatic Periodic Benefit Status is your MGWB Withdrawal
Account which equals the sum of the remaining MGWB periodic payments.

                                   32
PURCHASE.  To purchase the MGWB rider, you must be age 80 or younger
on the rider date.  The MGWB rider must be purchased (i) on the contract
date, or (ii) within 30 days after the contract date.  For contracts issued
more than 30 days before the date this rider first became available in your
state, the Company may in its discretion allow purchase of this rider during
the 30-day period preceding the first contract anniversary after the date of
this prospectus, or the date of state approval, whichever is later.

OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the same
investment portfolios of the Trusts.  These contracts have different
charges that could effect their performance, and may offer different
benefits more suitable to your needs.  To obtain more information about
these other contracts, contact our Customer Service Center or your
registered representative.

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit
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.  The Free Withdrawal Amount in
any Contract year is 10% of your contract value on the date of the
withdrawal less any withdrawals during that contract year.

You need to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn,
otherwise the withdrawal will be made on a pro rata basis from all of the
subaccounts in which you are invested.  If there is not enough contract
value in the subaccounts, we will deduct the balance of the withdrawal
from your Fixed Interest Allocations starting with the guaranteed
interest periods nearest their maturity dates until we have honored your
request.  We will apply a Market Value Adjustment to any withdrawal from
your Fixed Interest Allocation taken more than 30 days before its
maturity date.  We will determine the contract value as of the
close of business on the day we receive your withdrawal request at our
Customer Service Center.  The contract value may be more or less than
the premium payments made.

For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Liquid Asset subaccount) prior to
processing the withdrawal.  This transfer will not effect the withdrawal
amount you receive.

Please be aware that the benefit we pay under certain optional benefit
riders will be reduced by any withdrawals you take while the rider is
in effect.  See "Optional Riders."

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals.  Each
withdrawal must be a minimum of $100.  We will apply a Market Value
Adjustment to any regular withdrawal from a Fixed Interest Allocation
that is taken more than 30 days before its maturity date.

                                   33
SYSTEMATIC WITHDRAWALS
You may elect to receive automatic systematic withdrawal payments (1)
from the contract value in the subaccounts in which you are invested, or
(2) from the interest earned in your Fixed Interest Allocations.
Systematic withdrawals may be taken monthly, quarterly or annually. You
decide when you would like systematic payments to start as long as it is
at least 28 days after your contract date.  You also select the date on
which the systematic withdrawals will be made, but this date cannot be
later than the 28th day of the month.  If you have elected to receive
systematic withdrawals but have not chosen a date, we will make the
withdrawals on the same calendar day of each month as your contract date.
If your contract date is after the 28th day of the month, your systematic
withdrawal will be made on the 28th day of each month.

Each systematic withdrawal amount must be a minimum of $100.  The amount
of your systematic withdrawal can either be (1) a fixed dollar amount, or
(2) an amount based on a percentage of your contract value.  Both forms
of systematic withdrawals are subject to the following maximum, which is
calculated on each withdrawal date:

                                  MAXIMUM PERCENTAGE
                     FREQUENCY     OF CONTRACT VALUE
                     Monthly              0.833%
                     Quarterly            2.50%
                     Annually            10.00%

If your systematic withdrawal is a fixed dollar amount and the amount to
be systematically withdrawn would exceed the applicable maximum
percentage of your contract value on any withdrawal date, we will
automatically reduce the amount withdrawn so that it equals such
percentage.  Thus, your fixed dollar systematic withdrawals will never
exceed the maximum percentage.  If you want fixed dollar systematic
withdrawals to exceed the maximum percentage and are willing to incur
associated surrender charges, consider the Fixed Dollar Systematic
Withdrawal Feature which you may add to your regular fixed dollar
systematic withdrawal program.

If your systematic withdrawal is based on a percentage of your contract
value and the amount to be systematically withdrawn based on that
percentage would be less than $100, we will automatically increase the
amount to $100 as long as it does not exceed the maximum percentage.  If
the systematic withdrawal would exceed the maximum percentage, we will
send the amount, and then automatically cancel your systematic withdrawal
option.

Systematic withdrawals from Fixed Interest Allocations are limited to
interest earnings during the prior month, quarter, or year, depending on
the frequency you chose.  Systematic withdrawals are not subject to a
Market Value Adjustment, unless you have added the Fixed Dollar
Systematic Withdrawal Feature discussed below and the payments exceed
interest earnings.  Systematic withdrawals from Fixed Interest
Allocations under the Fixed Dollar Systematic Withdrawal Feature are
available only in connection with Section 72(q) and 72(t) distributions.
A Fixed Interest Allocation may not participate in both the systematic
withdrawal option and the dollar cost averaging program at the same time.

You may change the amount or percentage of your systematic withdrawal
once each contract year or cancel this option at any time by sending
satisfactory notice to our Customer Service Center at least 7 days before
the next scheduled withdrawal date.  The systematic withdrawal option may
commence in a

                                   34
contract year where a regular withdrawal has been taken but
you may not change the amount or percentage of your withdrawals in any
contract year during which you have previously taken a regular
withdrawal.  You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.

  FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE.  You may add the Fixed
Dollar Systematic Withdrawal Feature to your regular fixed dollar
systematic withdrawal program.  This feature allows you to receive a
systematic withdrawal in a fixed dollar amount regardless of any
surrender charges or Market Value Adjustments. Systematic withdrawals
from Fixed Interest Allocations under the Fixed Dollar Systematic
Withdrawal Feature are available only in connection with Section 72(q)
and 72(t) distributions. You choose the amount of the fixed systematic
withdrawals, which may total up to a maximum of 10% of your contract
value as determined on the day we receive your election of this feature.
The maximum limit will not be recalculated when you make additional
premium payments, unless you instruct us to do us.  We will assess a
surrender charge on the withdrawal date if the systematic withdrawal
exceeds the maximum limit as calculated on the withdrawal date.  We will
assess a Market Value Adjustment on the withdrawal date if the systematic
withdrawal from a Fixed Interest Allocation exceeds your interest
earnings on the withdrawal date.  We will apply the surrender charge and
any Market Value Adjustment directly to your contract value (rather than
to the systematic withdrawal) so that the amount of each systematic
withdrawal remains fixed.

  Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the
maximum. Such withdrawals are subject to surrender charges and Market
Value Adjustments when they exceed the applicable free withdrawal amount.

IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2 during
the current calendar year, you may elect to have distributions made to
you to satisfy requirements imposed by Federal tax law.  IRA withdrawals
provide payout of amounts required to be distributed by the Internal
Revenue Service rules governing mandatory distributions under qualified
plans.  We will send you a notice before your distributions commence.
You may elect to take IRA withdrawals at that time, or at a later date.
You may not elect IRA withdrawals and participate in systematic
withdrawals at the same time.  If you do not elect to take IRA
withdrawals, and distributions are required by Federal tax law,
distributions adequate to satisfy the requirements imposed by Federal tax
law may be made.  Thus, if you are participating in systematic
withdrawals, distributions under that option must be adequate to satisfy
the mandatory distribution rules imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or
annual basis.  Under this option, you may elect payments to start as
early as 28 days after the contract date.  You select the day of the
month when the withdrawals will be made, but it cannot be later than the
28th day of the month.  If no date is selected, we will make the
withdrawals on the same calendar day of the month as the contract date.

You may request that we calculate for you the amount that is required to
be withdrawn from your Contract each year based on the information you
give us and various choices you make. For information regarding the
calculation and choices you have to make, see the Statement of Additional
Information.  The minimum dollar amount you can withdraw is $100.  When
we determine the required IRA withdrawal amount for a taxable year based
on the frequency you select, if that amount is less than $100,

                                   35
we will pay $100. At any time where the IRA withdrawal amount is greater
than the contract value, we will cancel the Contract and send you the
amount of the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each
contract year or cancel this option at any time by sending us
satisfactory notice to our Customer Service Center at least 7 days before
the next scheduled withdrawal date.

An IRA withdrawal in excess of the amount allowed under systematic
withdrawals will be subject to a Market Value Adjustment.

CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH
TAKING WITHDRAWALS.  You are responsible for determining that withdrawals
comply with applicable law.  A withdrawal made before the taxpayer
reaches age 59 1/2 may result in a 10% penalty tax.  See "Federal Tax
Considerations" for more details.

                    TRANSFERS AMONG YOUR INVESTMENTS

You may transfer your contract value among the subaccounts in which you
are invested and your Fixed Interest Allocations at the end of the free
look period until the annuity start date.  We currently do not charge you
for transfers made during a contract year, but reserve the right to
charge $25 for each transfer after the twelfth transfer in a contract
year.  We also reserve the right to limit the number of transfers you may
make and may otherwise modify or terminate transfer privileges if
required by our business judgement or in accordance with applicable law.
We will apply a Market Value Adjustment to transfers from a Fixed
Interest Allocation taken more than 30 days before its maturity date,
unless the transfer is made under the dollar cost averaging program.

Please be aware that the benefit we pay under an optional benefit rider may
be affected by certain transfers you make while the rider is in effect.
Transfers may also affect your optional rider base.  See "Optional Riders."

Transfers will be based on values at the end of the business day in which
the transfer request and any required paperwork is received at our
Customer Service Center.

The minimum amount that you may transfer is $100 or, if less, your entire
contract value held in a subaccount or a Fixed Interest Allocation.

To make a transfer, you must notify our Customer Service Center and all
other administrative requirements must be met.  Any transfer request
received after 4:00 p.m. eastern time or the close of the New York Stock
Exchange will be effected on the next business day.  Account B and the
Company will not be liable for following instructions communicated by
telephone or over the internet that we reasonably believe to be genuine.
We require personal identifying information to process a request for transfer
made over the telephone or over the internet.

DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you
have at least $1,200 of contract value in the (i) Limited Maturity Bond
subaccount or the Liquid Asset subaccount, or (ii) a Fixed Interest
Allocation with either a 6-month or a 1-year guaranteed interest period.
These subaccounts or Fixed Interest Allocations serve as the source
accounts from which we will, on a monthly basis, automatically transfer a
set dollar amount of money to other subaccounts selected by you.  We also
may offer DCA Fixed Interest Allocations, which are 6-month and 1-year
Fixed Interest Allocations available exclusively

                                   36
for use with the dollar cost averaging program.  The DCA Fixed Interest
Allocations require a minimum premium payment of $1,200 directed into a
DCA Fixed Interest Allocation.

The dollar cost averaging program is designed to lessen the impact of
market fluctuation on your investment.  Since we transfer the same dollar
amount to other subaccounts each month, more units of a subaccount are
purchased if the value of its unit is low and less units are purchased if
the value of its unit is high.  Therefore, a lower than average value per
unit may be achieved over the long term.  However, we cannot guarantee
this.  When you elect the dollar cost averaging program, you are
continuously investing in securities regardless of fluctuating price
levels.  You should consider your tolerance for investing through periods
of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar
amount you want transferred under this program.  Each monthly transfer
must be at least $100.  If your source account is the Limited Maturity
Bond subaccount, the Liquid Asset subaccount or a 1-year Fixed Interest
Allocation, the maximum amount that can be transferred each month is your
contract value in such source account divided by 12.  If your source
account is a 6-month Fixed Interest Allocation, the maximum amount that
can be transferred each month is your contract value in such source
account divided by 6.  You may change the transfer amount once each
contract year.  If you have a DCA Fixed Interest Allocation, there is no
minimum or maximum transfer amount; we will transfer all your money
allocated to that source account into the subaccount(s) in equal payments
over the selected 6-month or 1-year period.  The last payment will
include earnings accrued over the course of the selected period.
If you make an additional premium into a Fixed Interest Allocation subject
to dollar cost averaging, the ammount of your transfers under the dollar
cost averaging program remains the same, unless you instruct us to increase
the transfer amount.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest
Allocation under the dollar cost averaging program are not subject to a
Market Value Adjustment.  However, if you terminate the dollar cost
averaging program for a DCA Fixed Interest Allocation and there is money
remaining in the DCA Fixed Interest Allocation, we will transfer the
remaining money to the Liquid Asset subaccount.  Such transfer will
trigger a Market Value Adjustment if the transfer is made more than 30
days before the maturity date of the DCA Fixed Interest Allocation.

If you do not specify the subaccounts to which the dollar amount of the
source account is to be transferred, we will transfer the money to the
subaccounts in which you are invested on a proportional basis.  The
transfer date is the same day each month as your contract date.  If, on
any transfer date, your contract value in a source account is equal or
less than the amount you have elected to have transferred, the entire
amount will be transferred and the program will end.  You may terminate
the dollar cost averaging program at any time by sending satisfactory
notice to our Customer Service Center at least 7 days before the next
transfer date. A Fixed Interest Allocation or DCA Fixed Interest
Allocation may not participate in the dollar cost averaging program and
in systematic withdrawals at the same time.

We may in the future offer additional subaccounts or withdraw any
subaccount or Fixed Interest Allocation to or from the dollar cost
averaging program, stop offering DCA Fixed Interest Allocations or
otherwise modify, suspend or terminate this program.  Of course, such
change will not affect any dollar cost averaging programs in operation at
the time.

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the
subaccounts of Account B, you may elect to have your investments in the
subaccounts automatically rebalanced.  We will transfer funds under your

                                   37
Contract on a quarterly, semi-annual, or annual calendar basis among the
subaccounts to maintain the investment blend of your selected
subaccounts.  The minimum size of any allocation must be in full
percentage points.  Rebalancing does not affect any amounts that you have
allocated to the Fixed Account.  The program may be used in conjunction
with the systematic withdrawal option only if withdrawals are taken pro
rata.  Automatic rebalancing is not available if you participate in
dollar cost averaging.  Automatic rebalancing will not take place during
the free look period.

To participate in automatic rebalancing, send satisfactory notice to our
Customer Service Center.  We will begin the program on the last business
day of the period in which we receive the notice.  You may cancel the
program at any time.  The program will automatically terminate if you
choose to reallocate your contract value among the subaccounts or if you
make an additional premium payment or partial withdrawal on other than a
pro rata basis.  Additional premium payments and partial withdrawals
effected on a pro rata basis will not cause the automatic rebalancing
program to terminate.

                          DEATH BENEFIT CHOICES

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either the
annuitant (when a contract owner is not an individual), the contract
owner or the first of joint owners dies.  Assuming you are the contract
owner, your beneficiary will receive a death benefit unless the
beneficiary is your surviving spouse and elects to continue the Contract.
The death benefit value is calculated at the close of the business day on
which we receive written notice and due proof of death, as well as any
required paperwork, at our Customer Service Center.  If your
beneficiary elects to delay receipt of the death benefit until a date
after the time of death, the amount of the benefit payable in the future
may be affected.  The proceeds may be received in a single sum or applied
to any of the annuity options.  If we do not receive a request to apply
the death benefit proceeds to an annuity option, we will make a single
sum distribution.  We will generally pay death benefit proceeds within 7
days after our Customer Service Center has received sufficient
information to make the payment.

You may choose from the following 3 death benefit choices: (1) the
Standard Death Benefit Option; (2) the 7% Solution Enhanced Death Benefit
Option; and (3) the Annual Ratchet Enhanced Death Benefit Option.  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.  A change in ownership of the Contract may affect the amount
of the death benefit and the guaranteed death benefit.  The MGWB rider
may affect the death benefit.  See "Minimum Guaranteed Withdrawal Benefit
(MGWB Rider - Death Benefit during Automatic Periodic Benefit Status."

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 minus any credits added within 1 year; (ii) total premium
payments less any withdrawals;  (iii) the cash surrender value (iv) the
total premium payments under the Contract, plus all credits, reduced
by a pro rata adjustment for any withdrawals, then minus any credits
applied within 1 year prior to death.

ENHANCED DEATH BENEFITS.  If the 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 minus any
credits added within 1 year; (ii) total premium payments less any
withdrawals; (iii) the cash surrender value; and (iv) the enhanced death
benefit as calculated below minus any credits added within 1 year.

                                   38
HOW THE ENHANCED DEATH BENEFIT IS CALCULATED
           7% SOLUTION                          ANNUAL RATCHET
   We credit interest each              On  each contract anniversary
   business day at the 7% annual        that occurs on or before the
   effective rate* to the enhanced      contract owner turns age 80,
   death benefit from the               we compare the prior enhanced
   preceding day (which would be        death benefit to the contract
   the initial premium and credit       value and select the larger
   if the preceding day is the          amount as the new enhanced
   contract date), then we add          death benefit.
   additional premiums paid and         On all other days, the
   credits added since the              enhanced death benefit is the
   preceding day, then we subtract      amount determined  below.  We
   any withdrawals made (including      first take the enhanced death
   any Market Value Adjustment          benefit from the preceding day
   applied to such withdrawals)         (which would be the initial
   since the preceding day, and         premium and credit if the
   then we subtract any associated      valuation date is the contract
   surrender charges.**                 date) and then we add
   The maximum enhanced death           additional premiums paid and
   benefit is 2 times all premium       credits added since the
   payments and credits, as             preceding day, then we
   reduced by withdrawals.***           subtract any withdrawals
                                        (including any Market Value
                                        Adjustment applied to such
                                        withdrawals) since the
                                        preceding day, and then we
                                        subtract any associated
                                        surrender charges. That
                                        amount becomes the new
                                        enhanced death benefit.

    *The interest rate used for calculating the death benefit for the
     Liquid Asset and Limited Maturity Bond subaccounts will be the
     lesser of the 7% annual effective rate or the net rate of return
     for such subaccounts during the applicable period.  The interest
     rate used for calculating the death benefit for your Fixed
     Interest Allocation will be the lesser of the 7% 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
     subaccounts in the future, we may restrict those new subaccounts
     from participating in the 7% Solution Enhanced Death Benefit.
   **Each premium payment and credit reduced by any withdrawals and any
     associated surrender charges incurred will continue to grow at the
     7% annual effective rate.

  ***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.  Once
     withdrawals in any contract year exceed 7% of cumulative
     premiums, withdrawals will reduce the maximum enhanced death
     benefit in proportion to the reduction in contract value.

The 7% Solution Enhanced Death Benefit is 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 80 years
old at the time of purchase.  The Annual Ratchet Enhanced Death Benefit
is 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 79 years old at the time of purchase.  The
7% Solution and Annual Ratchet Enhanced Death Benefits may not be
available where a Contract is owned by joint owners.

                                   39
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 SUBACCOUNT
You may elect to have all charges against your contract value deducted
directly from a single subaccount designated by the Company.  We
currently use the Liquid Asset subaccount for this purpose.  If you do
not elect this option, or if the amount of the charges is greater than
the amount in the designated subaccount, the charges will be deducted as
discussed below.  You may cancel this option at any time by sending
satisfactory notice to our Customer Service Center.

CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:

  SURRENDER CHARGE.  We will deduct a contingent deferred sales charge
(a "surrender charge") if you surrender your Contract or if you take a
withdrawal in excess of the Free Withdrawal Amount during the 9-year
period from the date we receive and accept a premium payment.  The
surrender charge is based on a percentage of each premium payment withdrawn.
This charge is intended to cover sales expenses that we have incurred.  We may
in the future reduce or waive the surrender charge in certain situations
and will never charge more than the maximum surrender charges.  The
percentage of premium payments deducted at the time of surrender or
excess withdrawal depends on the number of complete years that have
elapsed since that premium payment was made.  We determine the surrender
charge as a percentage of each premium payment withdrawn as follows:

  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8   9+
    SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

  WAIVER OF SURRENDER CHARGE FOR EXTENDED MEDICAL CARE.  We will waive
the surrender charge in most states in the following events: (i) you
begin receiving qualified extended medical care on or after the first
contract anniversary for at least 45 days during a 60 day period and your
request for the surrender or withdrawal, together with all required
documentation is received at our Customer Service Center during the term
of your care or within 90 days after the last day of your care; or (ii)
you are first diagnosed by a qualifying medical professional, on or after
the first contract anniversary, as having a qualifying terminal illness.
We have the right to require an examination by a physician of our choice.
If we require such an examination, we will pay for it.

                                   40
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.  If we waive the surrender charge, we will deduct any credit
added to your contract value within 1 year of the withdrawal, and we will
not add any additional credit to any additional premium you pay on or after
the date of any such waiver.

  FREE WITHDRAWAL AMOUNT.  The Free Withdrawal Amount in any contract
year is 10% of your contract value on the date of withdrawal less any
withdrawals during that 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 subaccount or Fixed Interest Allocation from which the excess
withdrawal was taken.  In instances where the excess withdrawal equals
the entire contract value in such subaccounts or Fixed Interest
Allocations, we will deduct charges proportionately from all other
subaccounts and Fixed Interest Allocations in which you are invested.
ANY WITHDRAWAL FROM A FIXED INTEREST ALLOCATION MORE THAN 30 DAYS BEFORE
ITS MATURITY DATE WILL TRIGGER A MARKET VALUE ADJUSTMENT.

For the purpose of calculating the surrender charge for an excess
withdrawal: a) we treat premiums as being withdrawn on a first-in, first-
out basis; and b) amounts withdrawn which are not considered an excess
withdrawal are not considered a withdrawal of any premium payments.  We
have included an example of how this works in Appendix C.  Although we
treat premium payments as being withdrawn before earnings for purpose of
calculating the surrender charge for excess withdrawals, the federal tax
law treats earnings as withdrawn first.

  PREMIUM TAXES.  We may make a charge for state and local premium taxes
depending on your state of residence.  The tax can range from 0% to 3.5%
of the premium payment.  We have the right to change this amount to
conform with changes in the law or if you change your state of residence.

We deduct the premium tax from your contract value (or from the MGIB
Base, if exercised) on the annuity start date.  However, some
jurisdictions impose a premium tax at the time the initial and additional
premiums are paid, regardless of when the annuity payments begin.  In
those states, we may defer collection of the premium taxes from your
contract value and deduct it when you surrender the Contract, when you
take an excess withdrawal or on the annuity start date.

  ADMINISTRATIVE CHARGE.  We deduct the 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 $40 per Contract.  This charge is
waived if you have a contract value of $100,000 or more at the end of a
contract year or the sum of the premiums paid equals or exceeds $100,000.
We deduct the charge

                                   41
proportionately from all subaccounts in which you
are invested. If there is no contract value in those subaccounts, we will
deduct the charge from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until the charge
has been paid.

  TRANSFER CHARGE.  We currently do not deduct any charges for transfers
made during a contract year.  We have the right, however, to assess up to
$25 for each transfer after the twelfth transfer in a contract year.  If
such a charge is assessed, we would deduct the charge from the
subaccounts and the Fixed Interest Allocations from which each such
transfer is made in proportion to the amount being transferred from each
such subaccount and Fixed Interest Allocation unless you have chosen to
have all charges deducted from a single subaccount.  The charge will not
apply to any transfers due to the election of dollar cost averaging,
automatic rebalancing and transfers we make to and from any subaccount
specially designated by the Company for such purpose.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
  MORTALITY AND EXPENSE RISK CHARGE.  The mortality and expense risk
charge is deducted each business day.  The amount of the mortality and
expense risk charge depends on the death benefit you have elected. If you
have elected the Standard Death Benefit, the charge, on an annual basis,
is equal to 1.25% of the assets you have in each subaccount.  The charge
is deducted on each business day at the rate of .003446% for each day
since the previous business day.  If you have elected an enhanced death
benefit, the charge, on an annual basis, is equal to 1.40% for the Annual
Ratchet Enhanced Death Benefit, or 1.55% for the 7% Solution Enhanced
Death Benefit, of the assets you have in each subaccount.  The charge is
deducted each business day at the rate of  .003863% or .004280%,
respectively, for each day since the previous business day.

  ASSET-BASED ADMINISTRATIVE CHARGE.  The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the
assets you have in each subaccount.  The charge is deducted on each
business day at the rate of .000411% for each day since the previous
business day.  This charge is deducted daily from your assets in each
subaccount.

OPTIONAL RIDER CHARGES
Subject to state availability, you may purchase one of three optional
benefit riders that you may elect at issue.  So long as the rider is in
effect, we will deduct a separate quarterly charge for each optional
benefit rider through a pro rata reduction of the contract value of the
subaccounts in which you are invested.  If there is insufficient contract
value in the subaccount, we will deduct the charges from your Fixed Interest
Allocations nearest their maturity date. We deduct each rider charge on each
quarterly contract anniversary in arrears, meaning the first charge will be
deducted on the first quarterly anniversary following the rider date.  For
a description of the riders and the defined terms used in connection with the
riders, see "The Annuity Contract - Optional Riders."

     MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB).  The quarterly
charge for the MGAB rider is as follows:

                                   42
Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year............0.125% of the MGAB Charge Base (0.50% annually)
       20 Year............0.125% of the MGAB Charge Base (0.50% annually)

The MGAB Charge Base is the total of (i) the MGAB Base on the
rider date, and (ii) premiums and credits during the 2-year
period commencing on the rider date, reduced pro rata for
withdrawals and reduced for transfers made within the last
3 years prior to the MGAB Benefit Date.  We will
deduct charges only during your ten-year or twenty-year waiting
period, as applicable.  If you surrender or annuitize your Contract,
we will deduct a pro rata portion of the charge for the current quarter
based on the current quarterly charge rate and MGAB Charge Base
immediately prior to the surrender or annuitization.

     MINIMUM GUARANTEED INCOME BENEFIT (MGIB).  The quarterly charge for
the MGIB rider is as follows:

       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% ................0.05% of the MGIB Base (0.20% annually)
       3%.................0.08% of the MGIB Base (0.32% annually)
       5%.................0.10% of the MGIB Base (0.40% annually)
       6%.................0.15% of the MGIB Base (0.60% annually)
       7%.................0.125% of the MGIB Base (0.50% annually)

The MGIB Base is the total of premiums paid and credits added during the 5-year
period after the rider date, reduced pro rata for all withdrawals taken while
the MGIB rider is in effect, and accumulated at the MGIB Base Rate (7% for all
portfolios except the Special Funds).  If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your MGIB Base
immediately prior to the surrender or annuitization.

  MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB).  The quarterly charge
for the MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible
Payment Amount. The original MGWB Payment Amount is equal to all premiums
paid and credits added during the first two contract years following the rider
date.  When we calculate the MGWB rider charge, we do not reduce the Eligible
Payment Amount by the amount of any withdrawals taken while the MGWB rider
is in effect.  We will deduct charges only during the period before your
Contract's Automatic Periodic Benefit Status.  If you surrender or annuitize
your Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your original MGWB
Eligible Payment Amount, and applicable credits, immediately prior to the
surrender or annuitization.

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts.  Please read the respective Trust prospectus for details.

                           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. The MGIB annuity benefit may be available if you
have purchased the MGIB rider, provided the waiting period and other
specified conditions have been met.

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

                                   43
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) under applicable law, 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 annuity start date, which is the date on which the annuity
payments commence.  The annuity start date must be at least 5 years from
the contract date but before the month immediately following the
annuitant's 90th birthday, or 10 years from the contract date, if later.

If, on the annuity start date, a surrender charge remains, the elected
annuity option must include a period certain of at least 5 years.

If you do not select an annuity start date, it will automatically begin
in the month following the annuitant's 90th birthday, or 10 years from
the contract date, if later.

If the annuity start date occurs when the annuitant is at an advanced
age, such as over age 85, it is possible that the Contract will not be
considered an annuity for federal tax purposes.  See "Federal Tax
Considerations" and the Statement of Additional Information.  For a
Contract purchased in connection with a qualified plan, other than a Roth
IRA, distributions must commence not later than April 1st of the calendar
year following the calendar year in which you attain age 70 1/2 or, in
some cases, retire.  Distributions may be made through annuitization or
withdrawals.  You should consult your tax adviser for tax advice.

                                   44
FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments.  They may be monthly,
quarterly, semi-annually or annually.  If we do not receive written
notice from you, we will make the payments monthly.  There may be certain
restrictions on minimum payments that we will allow.

THE ANNUITY OPTIONS
We offer the 4 annuity options shown below.  Payments under Options 1, 2
and 3 are fixed.  Payments under Option 4 may be fixed or variable.  For
a fixed annuity option, the contract value in the subaccounts is
transferred to the Company's general account.

  OPTION 1.  INCOME FOR A FIXED PERIOD.  Under this option, we make
monthly payments in equal installments for a fixed number of years based
on the contract value on the annuity start date.  We guarantee that each
monthly payment will be at least the amount stated in your Contract.  If
you prefer, you may request that payments be made in annual, semi-annual
or quarterly installments.  We will provide you with illustrations if you
ask for them.  If the cash surrender value or contract value is applied
under this option, a 10% penalty tax may apply to the taxable portion of
each income payment until the contract owner reaches age 59 1/2.

  OPTION 2.  INCOME FOR LIFE WITH A PERIOD CERTAIN.  Payment is made for
the life of the annuitant in equal monthly installments and guaranteed
for at least a period certain such as 10 or 20 years.  Other periods
certain may be available to you on request. You may choose a refund
period instead.  Under this arrangement, income is guaranteed until
payments equal the amount applied.  If the person named lives beyond the
guaranteed period, payments continue until his or her death.  We
guarantee that each payment will be at least the amount specified in the
Contract corresponding to the person's age on his or her last birthday
before the annuity start date.  Amounts for ages not shown in the
Contract are available if you ask for them.

  OPTION 3.  JOINT LIFE INCOME.  This option is available when there are
2 persons named to determine annuity payments.  At least one of the
persons named must be either the contract owner or beneficiary of the
Contract.  We guarantee monthly payments will be made as long as at least
one of the named persons is living.  There is no minimum number of
payments.  Monthly payment amounts are available if you ask for them.

  OPTION 4.  ANNUITY PLAN.  The contract value can be applied to any
other annuitization plan that we choose to offer on the annuity start
date.  Annuity payments under Option 4 may be fixed or variable.  If
variable and subject to the Investment Company Act of 1940, it will
comply with the requirements of such Act.

PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts
still due as provided in the annuity agreement between you and Golden
American.  The amounts we will pay are determined as follows:

  (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

                                   45
the discount interest rate on the interest rate used to calculate
      the payments for Options 1 and 2 if such payments were not based
      on the tables in the Contract.
  (2) For Option 3, no amounts are payable after both named persons have
      died.
  (3) For Option 4, the annuity option agreement will state the amount
      we will pay, if any.

                        OTHER CONTRACT PROVISIONS

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter.  The report will show the contract value, cash surrender
value, and the death benefit as of the end of the calendar quarter.  The
report will also show the allocation of your contract value and reflects
the amounts deducted from or added to the contract value since the last
report. You have 30 days to notify our Customer Service Center of any
errors or discrepancies contained in the report or in the confirmation
notices. We will also send you copies of any shareholder reports of the
investment portfolios in which Account B invests, as well as any other
reports, notices or documents we are required by law to furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any
payment or determination of values on any business day (1) when the New
York Stock Exchange is closed; (2) when trading on the New York Stock
Exchange is restricted; (3) when an emergency exists as determined by the
SEC 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 SEC so
permits for the protection of security holders.  We have the right to
delay payment of amounts from a Fixed Interest Allocation for up to 6
months.

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or sex given in the application or enrollment form is
misstated, the amounts payable or benefits provided by the Contract shall
be those that the premium payment would have bought at the correct age or
sex.

ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a loan
but you should understand that your rights and any beneficiary's rights
may be subject to the terms of the assignment.  An assignment may have
federal tax consequences.  You must give us satisfactory written notice
at our Customer Service Center in order to make or release an assignment.
We are not responsible for the validity of any assignment.

CONTRACT CHANGES - APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify
the Contract as an annuity under applicable federal tax law.  You will be
given advance notice of such changes.

FREE LOOK
You may cancel your Contract within your 10-day free look period.  We
deem the free look period to expire 15 days after we mail the Contract to
you.  Your state 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

                                   46
purchased it.  We will refund the contract value.  For
purposes of the refund during the free look period, (i) we adjust your
contract value for any market value adjustment (if you have invested in
the fixed account), (ii) then we exclude any credit initially applied,
and (iii) then we include a refund of any charges deducted from your
contract value.  Because of the market risks associated with investing in
the portfolios and the potential positive or negative effect of the
market value adjustment, the contract value returned may be greater or
less than the premium payment you paid.  Some states require us to return
to you the amount of the paid premium (rather than the contract value) in
which case you will not be subject to investment risk during the free
look period.  In these states, your premiums designated for investment in
the subaccounts will be allocated during the free look period to a
subaccount specially designated by the Company for this purpose
(currently, the Liquid Asset subaccount).  We may, in our discretion,
require that premiums designated for investment in the subaccounts from
all other states as well as premiums designated for a Fixed Interest
Allocation be allocated to the specially designated subaccount during the
free look period.  Your Contract is void as of the day we receive your
Contract and cancellation request.  We determine your contract value at
the close of business on the day we receive your written request.  If you
keep your Contract after the free look period, we will put your money in
the subaccount(s) chosen by you, based on the accumulation unit value
next computed for each subaccount, and/or in the Fixed Interest
Allocation chosen by you.

GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any surrender,
administration, and mortality and expense risk charges.  We may also
change the minimum initial and additional premium requirements, or offer
an alternative or reduced death benefit.

SELLING THE CONTRACT
Directed Services, Inc. is the 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 which in
turn pays the writing agent.  The principal address of Directed Services
is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers
affiliated with Fleet Financial Group, Inc. to sell the Contracts through
registered representatives who are licensed to sell securities and
variable insurance products.  These broker-dealers are registered with
the SEC and are members of the National Association of Securities
Dealers, Inc.  Directed Services receives a maximum of 4.5% commission,
and passes through 100% of the commission to the Fleet affiliated broker-
dealer whose registered representative sold the contract.

                        UNDERWRITER COMPENSATION
         ----------------------------------------------------------
         |     NAME OF     |     AMOUNT OF     |      OTHER       |
         |    PRINCIPAL    |  COMMISSION TO BE |   COMPENSATION   |
         |   UNDERWRITER   |        PAID       | Reimbursement of |
         |                 |  Maximum of 4.5%  |       any        |
         |     Directed    |   of any initial  | covered expenses |
         |  Services, Inc. |   or additional   |     incurred     |
         |                 |  premium payments.|  by registered   |
         |                 |                   | representatives  |
         |                 |                   |       in         |
         |                 |                   | connection with  |
         |                 |                   | the distribution |
         |                 |                   |      of the      |
         |                 |                   |    Contracts.    |
         |                 |                   |                  |
         ----------------------------------------------------------

                                   47
We do not pay any additional commissions on the sale or exercise of any
of the optional benefit riders offered in this prospectus.

                            OTHER INFORMATION
VOTING RIGHTS
We will vote the shares of a Trust owned by Account B according to your
instructions.  However, if the Investment Company Act of 1940 or any
related regulations should change, or if interpretations of it or related
regulations should change, and we decide that we are permitted to vote
the shares of a Trust in our own right, we may decide to do so.

We determine the number of shares that you have in a subaccount by
dividing the Contract's contract value in that subaccount by the net
asset value of one share of the portfolio in which a subaccount invests.
We count fractional votes.  We will determine the number of shares you
can instruct us to vote 180 days or less before a Trust's meeting.  We
will ask you for voting instructions by mail at least 10 days before the
meeting.  If we do not receive your instructions in time, we will vote
the shares in the same proportion as the instructions received from all
contracts in that subaccount.  We will also vote shares we hold in
Account B which are not attributable to contract owners in the same
proportion.

STATE REGULATION
We are regulated by the Insurance Department of the State of Delaware.
We are also subject to the insurance laws and regulations of all
jurisdictions where we do business.  The variable Contract offered by
this prospectus has been approved where required by those jurisdictions.
We are required to submit annual statements of our operations, including
financial statements, to the Insurance Departments of the various
jurisdictions in which we do business to determine solvency and
compliance with state insurance laws and regulations.

LEGAL PROCEEDINGS
The Company, like other insurance companies, may be involved in lawsuits,
including class action lawsuits.  In some class action and other lawsuits
involving insurers, substantial damages have been sought and/or material
settlement payments have been made.  We believe that currently there are
no pending or threatened lawsuits that are reasonably likely to have a
materially adverse impact on the Company or Account B.

                                   48
LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R. Tashman,
Esquire, Executive Vice President, General Counsel and Secretary of
Golden American.  Sutherland Asbill & Brennan LLP of Washington, D.C. has
provided advice on certain matters relating to federal securities laws.

EXPERTS
The audited financial statements of Golden American Life Insurance
Company and Account B appearing in this Prospectus or in the Statement of
Additional Information and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports
thereon appearing in this Prospectus or in the Statement of Additional
Information and in the Registration Statement and are included or
incorporated by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.

                       FEDERAL TAX CONSIDERATIONS
The following summary provides a general description of the federal
income tax considerations associated with this Contract and does not
purport to be complete or to cover all tax situations.  This discussion
is not intended as tax advice.  You should consult your counsel or other
competent tax advisers for more complete information.  This discussion is
based upon our understanding of the present federal income tax laws.  We
do not make any representations as to the likelihood of continuation of
the present federal income tax laws or as to how they may be interpreted
by the IRS.

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased
on a tax-qualified basis.  Qualified Contracts are designed for use by
individuals whose premium payments are comprised solely of proceeds from
and/or contributions under retirement plans that are intended to qualify
as plans entitled to special income tax treatment under Sections 401(a),
403(b), 408, or 408A of the Code.  The ultimate effect of federal income
taxes on the amounts held under a Contract, or annuity payments, depends
on the type of retirement plan, on the tax and employment status of the
individual concerned, and on our tax status.  In addition, certain
requirements must be satisfied in purchasing a qualified Contract with
proceeds from a tax-qualified plan and receiving distributions from a
qualified Contract in order to continue receiving favorable tax
treatment.  Some retirement plans are subject to distribution and other
requirements that are not incorporated into our Contract administration
procedures.  Contract owners, participants and beneficiaries are
responsible for determining that contributions, distributions and other
transactions with respect to the Contract comply with applicable law.
Therefore, you should seek competent legal and tax advice regarding the
suitability of a Contract for your particular situation.  The following
discussion assumes that qualified Contracts are purchased with proceeds
from and/or contributions under retirement plans that qualify for the
intended special federal income tax treatment.

TAX STATUS OF THE CONTRACTS
  DIVERSIFICATION REQUIREMENTS.  The Code requires that the investments
of a variable account be "adequately diversified" in order for
non-qualified Contracts to be treated as annuity contracts for federal
income tax purposes.  It is intended that Account B, through the
subaccounts, will satisfy these diversification requirements.

In certain circumstances, owners of variable annuity contracts have been
considered for federal income tax purposes to be the owners of the assets
of the separate account supporting their

                                   49
contracts due to their ability
to exercise investment control over those assets.  When this is the case,
the contract owners have been currently taxed on income and gains
attributable to the separate account assets.  There is little guidance in
this area, and some features of the Contracts, such as the flexibility of
a contract owner to allocate premium payments and transfer contract
values, have not been explicitly addressed in published rulings.  While
we believe that the  Contracts do not give contract owners investment
control over Account B assets, we reserve the right to modify the
Contracts as necessary to prevent a contract owner from being treated as
the owner of the Account B assets supporting the Contract.

  REQUIRED DISTRIBUTIONS.  In order to be treated as an annuity contract
for federal income tax purposes, the Code requires any non-qualified
Contract to contain certain provisions specifying how your interest in
the Contract will be distributed in the event of your death.  The non-
qualified Contracts contain provisions that are intended to comply with
these Code requirements, although no regulations interpreting these
requirements have yet been issued.  We intend to review such provisions
and modify them if necessary to assure that they comply with the
applicable requirements when such requirements are clarified by
regulation or otherwise.  See "Death Benefit Choices" for additional
information on required distributions from nonqualified contracts.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts will qualify as
annuity contracts for federal income tax purposes.

TAX TREATMENT OF ANNUITIES
  IN GENERAL.  We believe that if you are a natural person you will
generally not be taxed on increases in the value of a Contract until a
distribution occurs or until annuity payments begin.  (For these
purposes, the agreement to assign or pledge any portion of the contract
value, and, in the case of a qualified Contract, any portion of an
interest in the qualified plan, generally will be treated as a
distribution.)

TAXATION OF NON-QUALIFIED CONTRACTS
  NON-NATURAL PERSON.  The owner of any annuity contract who is not a
natural person generally must include in income any increase in the
excess of the contract value over the "investment in the contract"
(generally, the premiums or other consideration you paid for the
contract less any nontaxable withdrawals) during the taxable year.
There are some exceptions to this rule and a prospective contract
owner that is not a natural person may wish to discuss these with
a tax adviser.  The following discussion generally applies to
Contracts owned by natural persons.

  WITHDRAWALS.  When a withdrawal from a non-qualified Contract occurs
(including amounts paid to you under the MGWB rider), the amount
received will be treated as ordinary income subject to tax up
to an amount equal to the excess (if any) of the contract value
(unreduced by the amount of any surrender charge) immediately before
the distribution over the contract owner's investment in the Contract
at that time.  Credits constitute earnings (not premiums) for federal
tax purposes and are not included in the owner's investment in the
Contract.  The tax treatment of market value adjustments is uncertain.
You should consult a tax adviser if you are considering taking a
withdrawal from your Contract in circumstances where a market value
adjustment would apply.

In the case of a surrender under a non-qualified Contract, the amount
received generally will be taxable only to the extent it exceeds the
contract owner's investment in the Contract.

                                   50
PENALTY TAX ON CERTAIN WITHDRAWALS.  In the case of a distribution from
a non-qualified Contract, there may be imposed a federal tax penalty
equal to 10% of the amount treated as income.  In general, however, there
is no penalty on distributions:

    o    made on or after the taxpayer reaches age 59 1/2;

    o    made on or after the death of a contract owner;

    o    attributable to the taxpayer's becoming disabled; or

    o    made as part of a series of substantially equal periodic payments
            for the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and
special rules may be applicable in connection with the exceptions
enumerated above.  A tax adviser should be consulted with regard to
exceptions from the penalty tax.

  ANNUITY PAYMENTS.  Although tax consequences may vary depending on the
payment option elected under an annuity contract, a portion of each
annuity payment is generally not taxed and the remainder is taxed as
ordinary income.  The non-taxable portion of an annuity payment is
generally determined in a manner that is designed to allow you to recover
your investment in the Contract ratably on a tax-free basis over the
expected stream of annuity payments, as determined when annuity payments
start.  Once your investment in the Contract has been fully recovered,
however, the full amount of each annuity payment is subject to tax as
ordinary income.

  TAXATION OF DEATH BENEFIT PROCEEDS.  Amounts may be distributed from a
Contract because of your death or the death of the annuitant.  Generally,
such amounts are includible in the income of recipient as follows:  (i)
if distributed in a lump sum, they are taxed in the same manner as a
surrender of the Contract, or (ii) if distributed under a payment option,
they are taxed in the same way as annuity payments.

  TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT.  A
transfer or assignment of ownership of a Contract, the designation of an
annuitant, the selection of certain dates for commencement of the annuity
phase, or the exchange of a Contract may result in certain tax
consequences to you that are not discussed herein.  A contract owner
contemplating any such transfer, assignment or exchange, should consult a
tax adviser as to the tax consequences.

  WITHHOLDING.  Annuity distributions are generally subject to
withholding for the recipient's federal income tax liability.  Recipients
can generally elect, however, not to have tax withheld from
distributions.

  MULTIPLE CONTRACTS.  All non-qualified deferred annuity contracts that
are issued by us (or our affiliates) to the same contract owner during
any calendar year are treated as one non-qualified deferred annuity
contract for purposes of determining the amount includible in such
contract owner's income when a taxable distribution occurs.

                                   51
TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans.
The tax rules applicable to participants in these qualified plans vary
according to the type of plan and the terms and contributions of the plan
itself.  Special favorable tax treatment may be available for certain
types of contributions and distributions.  Adverse tax consequences may
result from:  contributions in excess of specified limits; distributions
before age 59 1/2 (subject to certain exceptions); distributions that do
not conform to specified commencement and minimum distribution rules; and
in other specified circumstances.  Therefore, no attempt is made to
provide more than general information about the use of the Contracts with
the various types of qualified retirement plans.  Contract owners,
annuitants, and beneficiaries are cautioned that the rights of any person
to any benefits under these qualified retirement plans may be subject to
the terms and conditions of the plans themselves, regardless of the terms
and conditions of the Contract, but we shall not be bound by the terms
and conditions of such plans to the extent such terms contradict the
Contract, unless the Company consents.

  DISTRIBUTIONS.  Annuity payments are generally taxed in the same manner
as under a non-qualified Contract.  When a withdrawal from a qualified
Contract occurs, a pro rata portion of the amount received is taxable,
generally based on the ratio of the contract owner's investment in the
Contract (generally, the premiums or other consideration paid for the
Contract) to the participant's total accrued benefit balance under the
retirement plan.  For qualified  Contracts, the investment in the
Contract can be zero.  For Roth IRAs, distributions are generally not
taxed, except as described below.

For qualified plans under Section 401(a) and 403(b), the Code requires
that distributions generally must commence no later than the later of
April 1 of the calendar year following the calendar year in which the
contract owner (or plan participant) (i) reaches age 70 1/2 or (ii)
retires, and must be made in a specified form or manner.  If the plan
participant is a "5 percent owner" (as defined in the Code),
distributions generally must begin no later than April 1 of the calendar
year following the calendar year in which the contract owner (or plan
participant) reaches age 70 1/2.  For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1
of the calendar year following the calendar year in which the contract
owner (or plan participant) reaches age 70 1/2.  Roth IRAs under Section
408A do not require distributions at any time before the contract owner's
death.

  WITHHOLDING.  Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax
liability.  The withholding rates vary according to the type of
distribution and the contract owner's tax status.  The contract owner may
be provided the opportunity to elect not to have tax withheld from
distributions.  "Eligible rollover distributions" from section 401(a)
plans and section 403(b) tax-sheltered annuities are subject to a
mandatory federal income tax withholding of 20%.  An eligible rollover
distribution is the taxable portion of any distribution from such a plan,
except certain distributions that are required by the Code or
distributions in a specified annuity form.  The 20% withholding does not
apply, however, if the contract owner chooses a "direct rollover" from
the plan to another tax-qualified plan or IRA.

Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow.  We will endorse the Contract as
necessary to conform it to the requirements of such plan.

                                   52
REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the
Code.

If any contract owner of a non-qualified Contract dies before the annuity
start date, the death benefit payable to the beneficiary will be
distributed as follows:  (a) the death benefit must be completely
distributed within 5 years of the contract owner's date of death; or  (b)
the beneficiary may elect, within the 1-year period after the contract
owner's date of death, to receive the death benefit in the form of an
annuity from us, provided that  (i) such annuity is distributed in
substantially equal installments over the life of such beneficiary or
over a period not extending beyond the life expectancy of such
beneficiary; and (ii) such distributions begin not later than 1 year
after the contract owner's date of death.

Notwithstanding (a) and (b) above, if the sole contract owner's
beneficiary is the deceased owner's surviving spouse, then such spouse
may elect to continue the Contract under the same terms as before the
contract owner's death.  Upon receipt of such election from the spouse at
our Customer Service Center:  (1) all rights of the spouse as contract
owner's beneficiary under the Contract in effect prior to such election
will cease; (2) the spouse will become the owner of the Contract and will
also be treated as the contingent annuitant, if none has been named and
only if the deceased owner was the annuitant; and (3) all rights and
privileges granted by the Contract or allowed by Golden American will
belong to the spouse as contract owner of the Contract.  This election
will be deemed to have been made by the spouse if such spouse makes a
premium payment to the Contract or fails to make a timely election as
described in this paragraph.  If the owner's beneficiary is a nonspouse,
the distribution provisions described in subparagraphs (a) and (b) above,
will apply even if the annuitant and/or contingent annuitant are alive at
the time of the contract owner's death.

If we do not receive an election from a nonspouse owner's beneficiary
within the 1-year period after the contract owner's date of death, then
we will pay the death benefit to the owner's beneficiary in a cash
payment within five years from date of death.  We will determine the
death benefit as of the date we receive proof of death.  We will make
payment of the proceeds on or before the end of the 5-year period
starting on the owner's date of death.  Such cash payment will be in full
settlement of all our liability under the Contract.

If the contract owner dies after the annuity start date, we will continue
to distribute any benefit payable at least as rapidly as under the
annuity option then in effect.  All of the contract owner's rights
granted under the Contract or allowed by us will pass to the contract
owner's beneficiary.

If the Contract has joint owners we will consider the date of death of
the first joint owner as the death of the contract owner and the
surviving joint owner will become the contract owner of the Contract.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish
various types of retirement plans for employees, and permits self-
employed individuals to establish these plans for themselves and their
employees.  These retirement plans may permit the purchase of the
Contracts to accumulate retirement savings under the plans.  Adverse tax
or other legal consequences to the plan, to the participant, or to both
may result if this Contract is assigned or transferred to any individual
as a means to provide benefit

                                   53
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
Section 408A of the Code permits certain eligible individuals to
contribute to a Roth IRA.  Contributions to a Roth IRA, which are subject
to certain limitations, are not deductible, and must be made in cash or
as a rollover or transfer from another Roth IRA or other IRA.  A rollover
from or conversion of an IRA to a Roth IRA may be subject to tax, and
other special rules may apply.  Distributions from a Roth IRA generally
are not taxed, except that, once aggregate distributions exceed
contributions to the Roth IRA, income tax and a 10% penalty tax may apply
to distributions made (1) before age 59 1/2 (subject to certain
exceptions) or (2) during the five taxable years starting with the year
in which the first contribution is made to any Roth IRA.

TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the
premium payments made, within certain limits, on a Contract that will
provide an annuity for the employee's retirement.  These premium payments
may be subject to FICA (social security) tax.  Distributions of (1)
salary reduction contributions made in years beginning after December 31,
1988; (2) earnings on those contributions; and (3) earnings on amounts
held as of the last year beginning before January 1, 1989, are not
allowed prior to age 59 1/2, separation from service, death or disability.
Salary reduction contributions may also be distributed upon hardship, but
would generally be subject to penalties.

ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may
exceed the greater of the premium payments or the contract value.  The
Internal Revenue Service has not ruled whether an Enhanced Death Benefit
could be characterized as an incidental benefit, the amount of which is
limited in any Code section 401(a) pension or profit-sharing plan or Code
section 403(b) tax-sheltered annuity.  Employers using the Contract may
want to consult their tax adviser regarding such limitation.  Further,
the Internal Revenue Service has not addressed in a ruling of general
applicability whether a death benefit provision such as the Enhanced
Death Benefit provision in the Contract comports with IRA or Roth IRA
qualification requirements.

                                   54
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.

                                   55
[Shaded Section Header]
--------------------------------------------------------------------------
      MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

SELECTED FINANCIAL DATA

The following selected financial data prepared in accordance with
generally accepted accounting principles ("GAAP") for Golden
American should be read in conjunction with the financial
statements and notes thereto included in this prospectus.

On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of
Equitable of Iowa Companies ("Equitable of Iowa"), according to a
merger agreement among Equitable of Iowa, PFHI, and ING Groep N.V.
(the "ING acquisition").  On August 13, 1996, Equitable of Iowa
acquired all of the outstanding capital stock of BT Variable,
Inc., then the parent of Golden American (the "Equitable
acquisition").  For financial statement purposes, the ING
acquisition was accounted for as a purchase effective October 25,
1997 and the Equitable acquisition was accounted for as a purchase
effective August 14, 1996.  As a result, the financial data
presented below for periods after October 24, 1997, are presented
on the Post-Merger new basis of accounting, for the period August
14, 1996 through October 24, 1997, are presented on the Post-
Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented on the Pre-Acquisition basis of accounting.

                                       SELECTED GAAP BASIS FINANCIAL DATA
                                              (IN THOUSANDS)
                                  Post-Merger                       |       Post-Acquisition
                        --------------------------------------------|---------------------------------
                        For the Period     For       For the Period | For the Period  For the Period
                       January 1, 1999   the Year      October 25,  |   January 1,    August 14, 1996
                           through        Ended       1997 through  |  1997 through    1996 through
                        September 30,  December 31,   December 31,  |   October 24,    December 31,
                            1999           1998           1997      |      1997            1996
                        ------------   ------------  -------------- | --------------  ---------------
|
Annuity and Interest                                                |
  Sensitive Life                                                    |
  Product Charges.......  $   55,195    $   39,119     $    3,834   |     $18,288        $    8,768
Net Income before                                                   |
  Federal Income Tax....  $    7,269    $   10,353     $     (279)  |     $  (608)       $      570
Net Income (Loss).......  $    3,551    $    5,074     $     (425)  |     $   729        $      350
Total Assets............  $7,312,027    $4,752,533     $2,446,395   |       N/A          $1,677,899
Total Liabilities.......  $6,858,151    $4,398,639     $2,219,082   |       N/A          $1,537,415
Total Stockholder's                                                 |
  Equity................  $  453,876    $  353,894     $  227,313   |       N/A          $  140,484
(IN THOUSANDS)
                                   Pre-Acquisition
                         ---------------------------------------
                          For the Period
                           January 1,         For the Years
                          1996 through      Ended December 31,
                           August 13,     ----------------------
                              1996           1995        1994
                         --------------   ----------  ----------
Annuity and Interest
  Sensitive Life
  Product Charges.......     $12,259      $  18,388   $   17,519
Net Income before
  Federal Income Tax....     $ 1,736      $    3,364  $    2,222
Net Income (Loss).......     $ 3,199      $    3,364  $    2,222
Total Assets............        N/A       $1,203,057  $1,044,760
Total Liabilities.......        N/A       $1,104,932  $  955,254
Total Stockholder's
  Equity................        N/A       $   98,125  $   89,506
39
BUSINESS ENVIRONMENT

The current business and regulatory environment remains
challenging for the insurance industry.  The variable annuity
competitive environment is intense and is dominated by a number of
large variable product companies with strong distribution, name
recognition and wholesaling capabilities.  Increasing competition
from traditional insurance carriers as well as banks and mutual
fund companies offer consumers many choices.  However, overall
demand for variable products remains strong for several reasons
including: strong stock market performance over the last five
years; relatively low interest rates; an aging U. S. population
that is increasingly concerned about retirement and estate
planning, as well as maintaining their standard of living in
retirement; and potential reductions in government and employer-
provided benefits at retirement as well as lower public confidence
in the adequacy of those benefits.

In October of 1997, Golden American introduced three new variable
annuity products (GoldenSelect Access, GoldenSelect ES II and
GoldenSelect Premium Plus) which have contributed significantly to
sales.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

The purpose of this section is to discuss and analyze Golden
American Life Insurance Company's ("Golden American") consolidated
results of operations. In addition, some analysis and information
regarding financial condition and liquidity and capital resources
has also been provided. This analysis should be read jointly with
the consolidated financial statements, related notes and the
Cautionary Statement Regarding Forward-Looking Statements, which
appear elsewhere in the financial report. Golden American reports
financial results on a consolidated basis. The consolidated financial
statements include the accounts of Golden American and its wholly
owned subsidiary, First Golden American Life Insurance Company of
New York ("First Golden," and collectively with Golden American,
the "Companies").

                       RESULTS OF OPERATIONS

MERGER.  On October 23, 1997, Equitable of Iowa Companies'
("Equitable") shareholders approved an Agreement and Plan of
Merger ("Merger Agreement") dated July 7, 1997 among Equitable,
PFHI Holdings, Inc. ("PFHI") and ING Groep N.V. ("ING"). On
October 24, 1997, PFHI, a Delaware corporation, acquired all of
the outstanding capital stock of Equitable according to the Merger
Agreement. PFHI is a wholly owned subsidiary of ING, a global
financial services holding company based in The Netherlands.
Equitable, an Iowa corporation, in turn owned all the outstanding
capital stock of Equitable Life Insurance Company of Iowa
("Equitable Life") and Golden American and their wholly owned
subsidiaries. In addition, Equitable owned all the outstanding
capital stock of Locust Street Securities, Inc., Equitable
Investment Services, Inc. (subsequently dissolved), Directed
Services, Inc. ("DSI"), Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds
Distributor, Inc.). In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock and assumed approximately $400 million
in debt. As a result of this transaction, Equitable of Iowa
Companies was merged into PFHI, which was simultaneously renamed
Equitable of Iowa Companies, Inc. ("EIC" or "Parent"), a Delaware
corporation.

For financial statement purposes, the change in control of the
Companies through the ING merger was accounted for as a purchase
effective October 25, 1997. This merger resulted in a new basis of
accounting reflecting estimated fair values of assets and
liabilities at the merger date. As a result, the Companies'
financial statements for periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with
$227.6 million allocated to the Companies. Goodwill of $1.4
billion was established for the excess of the merger cost over the
fair value of the assets and liabilities of EIC with $151.1
million attributed to the Companies. Goodwill resulting

                                    40
from the merger is being amortized over 40 years on a straight-line
basis. The carrying value will be reviewed periodically for any
indication of impairment in value.

CHANGE IN CONTROL--ACQUISITION.  On August 13, 1996, Equitable
acquired all of the outstanding capital stock of BT Variable, Inc.
("BT Variable") and its wholly owned subsidiaries, Golden American
and DSI. After the acquisition, the BT Variable, Inc. name was
changed to EIC Variable, Inc. On April 30, 1997, EIC Variable,
Inc. was liquidated and its investments in Golden American and DSI
were transferred to Equitable, while the remainder of its net
assets were contributed to Golden American. On December 30, 1997,
EIC Variable, Inc. was dissolved.

For financial statement purposes, the change in control of Golden
American through the acquisition of BT Variable was accounted for
as a purchase effective August 14, 1996. This acquisition resulted
in a new basis of accounting reflecting estimated fair values of
assets and liabilities at the acquisition date. As a result, the
Companies' financial statements for the period August 14, 1996
through October 24, 1997 are presented on the Post-Acquisition
basis of accounting and for August 13, 1996 and prior periods are
presented on the Pre-Acquisition basis of accounting.

The purchase price was allocated to the three companies purchased
- BT Variable, DSI, and Golden American. The allocation of the
purchase price to Golden American was approximately $139.9
million. Goodwill of $41.1 million was established for the excess
of the acquisition cost over the fair value of the assets and
liabilities and attributed to Golden American. At June 30, 1997,
goodwill was increased by $1.8 million due to the adjustment of
the value of a receivable existing at the acquisition date. Before
the ING merger, goodwill resulting from the acquisition was being
amortized over 25 years on a straight-line basis.

THE FIRST NINE MONTHS OF 1999 COMPARED TO THE SAME PERIOD OF 1998

PREMIUMS.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED SEPTEMBER 30          1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
Variable annuity premiums:
  Separate account................    $1,783.5        64.9%         $702.1     $1,081.4
  Fixed account...................       539.4        55.6           192.8        346.6
                                      --------        ----          ------     --------
Total variable annuity premiums...     2,322.9        62.7           894.9      1,428.0
Variable life premiums............        7.0        (38.9)           (4.4)        11.4
                                      --------        ----          ------     --------
Total premiums....................    $2,329.9        61.9%         $890.5     $1,439.4
                                      ========        ====          ======     ========
For the Companies' variable contracts, premiums collected are not reported as
revenues, but as deposits to insurance liabilities. Revenues for these
products are recognized over time in the form of investment income and
product charges.

Variable annuity separate account premiums increased 64.9% during the
first nine months of 1999. The fixed account portion of the Companies'
variable annuity premiums increased 55.6% during the first nine months
of 1999.  These increases resulted from increased sales of the Premium
Plus variable annuity product.

Premiums, net of reinsurance, for variable products from two
significant broker/dealers each having at least ten percent of total
sales for the nine months ended September 30, 1999 totaled $664.2
million, or 29% of total premiums ($142.6 million, or 10%, from the
one significant broker/dealer for the nine months ended September 30,
1998).

                                    41
REVENUES.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED JUNE 30                1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
Annuity and interest sensitive
  life product charges............    $  55.2        104.5%        $ 28.2       $ 27.0
Management fee revenue............        6.8        107.4            3.5          3.3
Net investment income.............       42.7         45.7           13.4         29.3
Realized gains(losses) on
  investments.....................       (2.2)      (607.5)          (2.6)         0.4
Other income......................        7.4         55.0            2.6          4.8
                                      -------       ------         ------       ------
Total premiums....................    $ 109.9         69.6%        $ 45.1       $ 64.8
                                      =======       ======         ======       ======
Total revenues increased 69.6% in the first nine months of 1999 from
the same period in 1998. Annuity and interest sensitive life product
charges increased 104.5% in the first nine months of 1999 due to
additional fees earned from the increasing block of business
in the separate accounts.

Golden American provides certain managerial and supervisory services
to Directed Services, Inc. ("DSI"). The fee paid to Golden American
for these services, which is calculated as a percentage of average
assets in the variable separate accounts, was $6.8 million and $3.3
million for the first nine months of 1999 and 1998, respectively.

Net investment income increased 45.7% in the first nine months of 1999
due to growth in invested assets from September 30, 1998.  The
Companies had $2.2 million of realized losses resulting from the
writedown of two fixed maturities in the second quarter of 1999 and
from the sale of investments in the first nine months of 1999,
compared to gains of $0.4 million in the same period of 1998.  Other
income increased $2.6 million to $7.4 million in the first nine months
of 1999 due primarily to income received due to a modified coinsurance
agreement with an unaffiliated reinsurer, which was offset by a
reduction in the Companies' deferred policy acquisition costs.

EXPENSES. Total insurance benefits and expenses increased $44.5
million, or 84.6%, to $97.0 million in the first nine months of 1999.
Interest credited to account balances increased $61.3 million, or
95.6%, to $125.4 million in the first nine months of 1999.  The extra
credit bonus on the Premium Plus variable annuity product increased
$49.9 million to $85.7 million at September 30, 1999 resulting in an
increase in interest credited during the first nine months of 1999
compared to the same period in 1998.  The bonus interest on the fixed
account increased $2.6 million to $7.6 million at September 30, 1999
resulting in an increase in interest credited during the first nine
months of 1999 compared to the same period in 1998. The remaining
increase in interest credited relates to higher account balances
associated with the Companies' fixed account option within the
variable products.

Commissions increased $49.6 million, or 58.4%, to $134.6 million in
the first nine months of 1999. Insurance taxes, state licenses, and
fees increased $0.9 million, or 32.3%, to $3.5 million in the first
nine months of 1999. Changes in commissions and insurance taxes, state
licenses, and fees are generally related to changes in the level and
composition of variable product sales. Insurance taxes, state
licenses, and fees are impacted by several other factors, which
include an increase in FICA taxes primarily due to bonuses and
expenses for the triennial insurance department examination of Golden
American.  Most costs incurred as the result of sales have been deferred,
thus having very little impact on current earnings.

General expenses increased $24.1 million, or 102.5%, to $47.6 million
in the first nine months of 1999. Management expects general expenses
to continue to increase in 1999 as a result of the emphasis on
expanding the salaried wholesaler distribution network and the growth
in sales.  The Companies use a network of wholesalers to distribute
products and the salaries and sales bonuses of these wholesalers are
included in

                                    42
general expenses. The portion of these salaries and
related expenses that varies directly with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from DSI and Equitable Life, an affiliate, for certain advisory,
computer, and other resources and services provided by Golden
American.

The Companies' previous balances of deferred policy acquisition costs
("DPAC"), value of purchased insurance in force ("VPIF"), and unearned
revenue reserve were eliminated and an asset of $44.3 million
representing VPIF was established for all policies in force at the
merger date.  During the first nine months of 1999, VPIF was adjusted
to increase amortization by $0.7 million to reflect changes in the
assumptions related to the timing of estimated gross profits.  During
the first nine months of 1998, VPIF decreased $2.7 million to adjust
the value of other receivables and increased $0.2 million as a result
of an adjustment to the merger costs.  Amortization of DPAC increased
$15.7 million, or 390.7%, in the first nine months of 1999.  This
increase resulted from growth in policy acquisition costs deferred
from $133.6 million at September 30, 1998 to $244.8 million at
September 30, 1999, which was generated by expenses associated with
the large sales volume experienced since September 30, 1998.  Based on
current conditions and assumptions as to the impact of future events
on acquired policies in force, the expected approximate net
amortization relating to VPIF as of September 30, 1999 is $1.1 million
for the remainder of 1999, $4.3 million in 2000, $4.0 million in 2001,
$3.6 million in 2002, $3.2 million in 2003, and $2.4 million in 2004.
Actual amortization may vary based upon changes in assumptions and
experience.

Amortization of goodwill during the first nine months of 1999 totaled
$2.8 million, unchanged from the first nine months of 1998.  Goodwill
resulting from the merger is being amortized on a straight-line basis
over 40 years.

Interest expense on the $25 million surplus note issued in December
1996 and expiring December 2026 was $1.5 million in the first nine
months of 1999, unchanged from the same period of 1998.  Interest
expense on the $60 million surplus note issued in December 1998 and
expiring December 2028 was $3.3 million in the first nine months of
1999. Golden American also paid $0.7 million in the first nine months
of 1999 compared to $1.3 million in the same period of 1998 to ING
America Insurance Holdings, Inc. ("ING AIH") for interest on the
reciprocal loan agreement. Interest expense on the revolving note
payable with SunTrust Bank, Atlanta was $0.1 million for the first
nine months of 1999.  In addition, Golden American paid interest of
$0.2 million during the first quarter of 1998 on the line of
credit with Equitable, which was repaid with a capital contribution
from the Parent and with funds borrowed from ING AIH.

INCOME.  Net income for the first nine months of 1999 was $3.6
million, a decrease of $1.3 million from net income of $4.9 million in
the same period of 1998.

Comprehensive loss for the first nine months of 1999 was $18,000, a
decrease of $5.5 million from comprehensive income of $5.5 million in
the same period of 1998.

                                    43
1998 COMPARED TO 1997

The following analysis combines Post-Merger and Post-Acquisition
activity for 1997.

PREMIUMS.

                          POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                              For the Period   |  For the Period
                          For the Year      For the Year     October 25, 1997  |  January 1, 1997
                             ended              ended            through       |      through
                       December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                       -----------------  -----------------  ----------------- | ----------------
                                                    (Dollars in millions)      |
|
Variable annuity                                                               |
  premiums:                                                                    |
  Separate account....      $1,513.3            $291.2             $111.0      |      $180.2
  Fixed account.......         588.7             318.0               60.9      |       257.1
                            --------            ------             ------      |      ------
                             2,102.0             609.2              171.9      |       437.3
Variable life                                                                  |
  premiums............          13.8              15.6                1.2      |        14.4
                            --------            ------             ------      |      ------
Total premiums........      $2,115.8            $624.8             $173.1      |      $451.7
                            ========            ======             ======      |      ======
For the Companies' variable contracts, premiums collected are not
reported as revenues, but are reported as deposits to insurance
liabilities. Revenues for these products are recognized over time in
the form of investment income and product charges.

Variable annuity separate account premiums increased 419.7% in 1998
primarily due to increased sales of the Premium Plus product
introduced in October of 1997 and the increased sales levels of the
Companies' other products. The fixed account portion of the Companies'
variable annuity premiums increased 85.1% in 1998. Variable life
premiums decreased 11.4% in 1998. Total premiums increased 238.7% in
1998.

During 1998, the Companies' sales were further diversified among
broker/dealers. Premiums, net of reinsurance, for variable products
from two significant broker/dealers having at least ten percent of
total sales for the year ended December 31, 1998 totaled $580.7
million, or 27% of premiums ($328.2 million, or 53% from two
significant broker/dealers for the year ended December 31, 1997).

REVENUES.

                           POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                               For the Period   |  For the Period
                           For the Year      For the Year     October 25, 1997  |  January 1, 1997
                              ended              ended            through       |      through
                        December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                        -----------------  -----------------  ----------------- | ----------------
                                                     (Dollars in millions)      |
|
Annuity and interest                                                            |
  sensitive life                                                                |
  product charges......       $39.1              $22.1              $3.8        |      $18.3
Management fee                                                                  |
  revenue..............         4.8                2.8               0.5        |        2.3
Net investment                                                                  |
  income...............        42.5               26.8               5.1        |       21.7
Realized gains (losses)                                                         |
  on investments.......        (1.5)               0.1                --        |        0.1
Other income...........         5.6                0.7               0.3        |        0.4
                              -----              -----              ----        |      -----
                              $90.5              $52.5              $9.7        |      $42.8
                              =====              =====              ====        |      =====
44
Total revenues increased 72.3%, or $38.0 million, to $90.5 million in
1998. Annuity and interest sensitive life product charges increased
76.8%, or $17.0 million, to $39.1 million in 1998 due to additional
fees earned from the increasing block of business under management in
the separate accounts and an increase in surrender charge revenues.
This increase was partially offset by the elimination of the unearned
revenue reserve related to in force acquired business at the merger
date, which resulted in lower annuity and interest sensitive life
product charges compared to Post-Acquisition levels.

Golden American provides certain managerial and supervisory services
to DSI. The fee paid to Golden American for these services, which is
calculated as a percentage of average assets in the variable separate
accounts, was $4.8 million for 1998 and $2.8 million for 1997.

Net investment income increased 58.6%, or $15.7 million, to $42.5
million in 1998 from $26.8 million in 1997 due to growth in invested
assets. During 1998, the Company had net realized losses on
investments of $1.5 million, which included a $1.0 million write down
of two impaired bonds, compared to gains of $0.1 million in 1997.
Other income increased $4.9 million to $5.6 million in 1998 due
primarily to income received under a modified coinsurance agreement
with an unaffiliated reinsurer as a result of increased sales.

EXPENSES.

                          POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                              For the Period   |  For the Period
                          For the Year      For the Year     October 25, 1997  |  January 1, 1997
                             ended              ended            through       |      through
                       December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                       -----------------  -----------------  ----------------- | ----------------
                                                    (Dollars in millions)      |
|
Insurance benefits                                                             |
  and expenses:                                                                |
Annuity and interest                                                           |
  sensitive life                                                               |
  benefits:                                                                    |
  Interest credited to                                                         |
    account balances..      $94.9               $26.7              $7.4        |      $19.3
  Benefit claims                                                               |
    incurred in excess                                                         |
    of account                                                                 |
    balances..........        2.1                 0.1                --        |        0.1
Underwriting,                                                                  |
  acquisition, and                                                             |
  insurance expense:                                                           |
  Commission..........      121.2                36.3               9.4        |       26.9
  General Expenses....       37.6                17.3               3.4        |       13.9
  Insurance taxes.....        4.1                 2.3               0.5        |        1.8
  Policy acquisition                                                           |
  costs deferred           (197.8)              (42.7)            (13.7)       |      (29.0)
  Amortization:                                                                |
    Deferred policy                                                            |
      acquisition                                                              |
      costs...........        5.1                 2.6               0.9        |        1.7
    Value of purchased                                                         |
      insurance in                                                             |
      force...........        4.7                 6.1               0.9        |        5.2
    Goodwill............      3.8                 2.0               0.6        |        1.4
                           ------               -----             -----        |      -----
                           $ 75.7               $50.7             $ 9.4        |      $41.3
                           ======               =====             =====        |      =====
Total insurance benefits and expenses increased 49.2%, or $25.0
million, in 1998 from $50.7 million in 1997. Interest credited to
account balances increased 255.4%, or $68.2 million, in 1998 from
$26.7 in 1997. The extra credit bonus on the Premium Plus product
introduced in October of 1997 generated a $51.6 million increase in
interest credited during 1998 compared to 1997. The remaining increase
in interest credited related to higher account balances associated
with the Companies' fixed account option within its variable products.

                                    45
Commissions increased 234.2%, or $84.9 million, in 1998 from $36.3
million in 1997. Insurance taxes increased 77.0%, or $1.8 million, in
1998 from $2.3 million in 1997. Changes in commissions and insurance
taxes are generally related to changes in the level of variable
product sales. Insurance taxes are impacted by several other factors,
which include an increase in FICA taxes primarily due to bonuses. Most
costs incurred as the result of new sales including the extra credit
bonus were deferred, thus having very little impact on current
earnings.

General expenses increased 117.7%, or $20.3 million, in 1998 from
$17.3 million in 1997. Management expects general expenses to continue
to increase in 1999 as a result of the emphasis on expanding the
salaried wholesaler distribution network. The Companies use a network
of wholesalers to distribute products and the salaries of these
wholesalers are included in general expenses. The portion of these
salaries and related expenses that varies with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from Equitable Life, an affiliate, for certain advisory, computer and
other resources and services provided by Golden American.

At the merger date, the Companies' deferred policy acquisition costs
("DPAC"), previous balance of value of purchased insurance in force
("VPIF") and unearned revenue reserve were eliminated and a new asset
of $44.3 million representing VPIF was established for all policies in
force at the merger date. During 1998, VPIF was adjusted to reduce
amortization by $0.2 million to reflect changes in the assumptions
related to the timing of future gross profits. VPIF decreased $2.6
million in the second quarter of 1998 to adjust the value of other
receivables recorded at the time of merger and increased $0.2 million
in the first quarter of 1998 as the result of an adjustment to the
merger costs. The amortization of VPIF and DPAC increased $1.1
million, or 13.0%, in 1998. During the second quarter of 1997, VPIF
was adjusted by $2.3 million to reflect narrower spreads than the
gross profit model assumed.

Amortization of goodwill for the year ended December 31, 1998 totaled
$3.8 million compared to $2.0 million for the year ended December 31,
1997.

Interest expense on the $25 million surplus note issued December 1996
and expiring December 2026 was $2.1 million for the year ended
December 31, 1998, unchanged from the same period of 1997. In
addition, Golden American incurred interest expense of $0.2 million in
1998 compared to $0.5 million in 1997 on the line of credit with
Equitable which was repaid with a capital contribution. Golden
American also paid $1.8 million in 1998 to ING America Insurance
Holdings, Inc. ("ING AIH") for interest on the reciprocal loan
agreement. Interest expense on the revolving note payable with
SunTrust Bank, Atlanta was $0.3 million for the year ended December
31, 1998.

INCOME.  Net income for 1998 was $5.1 million, an increase of $4.8
million from $0.3 million in 1997.

Comprehensive income for 1998 was $3.9 million, an increase of $1.8
million from $2.1 million in 1997.

1997 COMPARED TO 1996

The following analysis combines Post-Merger and Post-Acquisition
activity for 1997 and Post-Acquisition and Pre-Acquisition activity
for 1996 for comparison purposes.  Such a comparison does not
recognize the impact of the purchase accounting and goodwill
amortization except for the periods after August 13, 1996.

                                    46
PREMIUMS.

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Variable annuity                                   |                   |
  premiums:                                        |                   |
  Separate account.............       $111.0       |       $291.2      |      $180.2
  Fixed account................         60.9       |        318.0      |       257.1
                                      ------       |       ------      |      ------
                                       171.9       |        609.2      |       437.3
Variable life premiums.........          1.2       |        15.6       |        14.4
                                      ------       |       ------      |      ------
Total premiums.................       $173.1       |       $624.8      |      $451.7
                                      ======       |       ======      |      ======
POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Variable annuity                                   |                   |
  premiums:                                        |                   |
  Separate account.............       $ 51.0       |       $182.4      |      $131.4
  Fixed account................        118.3       |        245.3      |       127.0
                                      ------       |       ------      |      ------
                                       169.3       |        427.7      |       258.4
Variable life premiums.........          3.6       |         14.1      |        10.5
                                      ------       |       ------      |      ------
Total premiums.................       $172.9       |       $441.8      |      $268.9
                                      ======       |       ======      |      ======
Variable annuity separate account and variable life premiums increased
59.6% and 10.1%, respectively in 1997. During 1997, stock market
returns, a relatively low interest rate environment and flat yield
curve have made returns provided by variable annuities and mutual funds
more attractive than fixed rate products such as certificates of
deposits and fixed annuities. The fixed account portion of the
Companies' variable annuity premiums increased 29.7% in 1997 due to
the Companies' marketing emphasis on fixed rates during the second
and third quarters.  Premiums, net of reinsurance, for variable
products from two significant broker/dealers having at least ten
percent of total sales for the year ended December 31, 1997, totaled
$328.2 million, or 53% of premiums ($298.0 million or 67% from two
significant broker/dealers for the year ended December 31, 1996).

                                    47
REVENUES.

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Annuity and interest sensitive                     |                   |
  life product charges.........        $3.8        |       $22.1       |      $18.3
Management fee revenue.........         0.5        |         2.8       |        2.3
Net investment income..........         5.1        |        26.8       |       21.7
Realized gains (losses) on                         |                   |
  investments..................          --        |         0.1       |        0.1
Other Income...................         0.3        |         0.7       |        0.4
                                       ----        |       -----       |      -----
                                       $9.7        |       $52.5       |      $42.8
                                       ====        |       =====       |      =====
POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Annuity and interest sensitive                     |                   |
  life product charges.........       $ 8.8        |       $21.0       |      $12.2
Management fee revenue.........         0.9        |         2.3       |        1.4
Net investment income..........         5.8        |        10.8       |        5.0
Realized gains (losses) on                         |                   |
  investments..................          --        |        (0.4)      |       (0.4)
Other income                            0.5        |         0.6       |        0.1
                                      -----        |       -----       |      -----
                                      $16.0        |       $34.3       |      $18.3
                                      =====        |       =====       |      =====
Total revenues increased 53.3%, or $18.2 million, to $52.5 million in
1997.  Annuity and interest sensitive life product charges increased
5.2%, or $1.1 million in 1997 due to additional fees earned from the
increasing block of business under management in the Separate Accounts
and an increase in the collection of surrender charges.

Golden American provides certain managerial and supervisory services
to DSI.  This fee, calculated as a percentage of average assets in the
variable separate accounts, was $2.8 million for 1997 and $2.3 million
for 1996.

Net investment income increased 148.3%, or $16.0 million, to $26.8
million in 1997 from $10.8 million in 1996  due to growth in invested
assets.  During 1997, the Company had net realized gains on the
disposal of investments, which were the result of voluntary sales, of
$0.1 million compared to net realized losses of $0.4 million in 1996.

                                    48
EXPENSES.

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Insurance benefits and                             |                   |
  expenses:                                        |                   |
  Annuity and interest                             |                   |
    sensitive life benefits:                       |                   |
  Interest credited to account                     |                   |
    balances...................       $  7.4       |       $ 26.7      |      $ 19.3
  Benefit claims incurred in                       |                   |
    excess of account balances.           --       |          0.1      |         0.1
Underwriting, acquisition and                      |                   |
  insurance expenses:                              |                   |
  Commissions..................          9.4       |         36.3      |        26.9
  General expenses.............          3.4       |         17.3      |        13.9
  Insurance taxes..............          0.5       |          2.3      |         1.8
  Policy acquisition costs                         |                   |
    deferred...................        (13.7)      |        (42.7)     |       (29.0)
Amortization:                                      |                   |
  Deferred policy acquisition                      |                   |
    costs......................          0.9       |          2.6      |         1.7
  Present value of in force                        |                   |
    acquired...................          0.9       |          6.1      |         5.2
  Goodwill.....................          0.6       |          2.0      |         1.4
                                      ------       |       ------      |      ------
                                      $  9.4       |       $ 50.7      |      $ 41.3
                                      ======       |       ======      |      ======
POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Insurance benefits and                             |                   |
    expenses:                                      |                   |
  Annuity and interest sensitive                   |                   |
    life benefits:                                 |                   |
    Interest credited to account                   |                   |
      balances..................      $  5.7       |       $ 10.1      |      $  4.4
    Benefit claims incurred in                     |                   |
      excess of account                            |                   |
      balances..................         1.3       |          2.2      |         0.9
  Underwriting, acquisition and                    |                   |
    insurance expenses:                            |                   |
    Commissions.................         9.9       |         26.5      |        16.6
    General expenses............         5.9       |         15.3      |         9.4
    Insurance taxes.............         0.7       |          1.9      |         1.2
    Policy acquisition costs....                   |                   |
      deferred                         (11.7)      |        (31.0)     |       (19.3)
  Amortization:                                    |                   |
    Deferred policy acquisition                    |                   |
      costs.....................         0.2       |          2.6      |         2.4
    Present value of in force                      |                   |
      acquired..................         2.7       |          3.7      |         1.0
    Goodwill....................         0.6       |          0.6      |          --
                                      ------       |       ------      |      ------
                                      $ 15.3       |       $ 31.9      |      $ 16.6
                                      ======       |       ======      |      ======
Total insurance benefits and expenses increased 59.3%, or $18.8
million, in 1997 from $31.9 million in 1996. Interest credited to
account balances increased 164.4%, or $16.6 million, in 1997 as a
result of higher account balances associated with the Company's fixed
account option within its variable products.

Commissions increased 37.3%, or $9.8 million, in 1997 from $26.5
million in 1996.  Insurance taxes increased 23.3%, or $0.4 million, in
1997 from $1.9 million in 1996.  Increases and decreases in
commissions and insurance taxes are generally related to changes in
the level of variable product sales.

                                    49
Insurance taxes are also impacted by several other factors which include
an increase in FICA taxes primarily due to bonuses and an increase in
state licenses and fees.  Most costs incurred as the result of new sales
were deferred, thus having very little impact on earnings.

General expenses increased 12.6%, or $2.0 million, in 1997 from $15.3
million in 1996 due in part to certain expenses associated with the
merger occurring on October 24, 1997.  In addition, the Company uses a
network of wholesalers to distribute its products and the salaries of
these wholesalers are included in general expenses.  The portion of
these salaries and related expenses which vary with sales production
levels are deferred, thus having little impact on earnings.  This
increase in general expenses was partially offset by reimbursements
received from Equitable Life, an affiliate, for certain advisory,
computer and other resources and services provided by Golden American.

During the second quarter of 1997, present value of in force acquired
("PVIF") was unlocked by $2.3 million to reflect narrower current
spreads than the gross profit model assumed.  The Company's deferred
policy acquisition costs ("DPAC"), previous balance of PVIF and
unearned revenue reserve, as of the merger date, were eliminated and
an asset of $44.3 million representing PVIF was established for all
policies in force at the merger date.  The amortization of PVIF and
DPAC increased $2.4 million, or 37.1%, in 1997. Based on current
conditions and assumptions as to the impact of future events on
acquired policies in force, the expected approximate net amortization
for the next five years, relating to the PVIF as of December 31, 1997,
is $6.2 million in 1998, $6.0 million in 1999, $5.6 million in 2000,
$5.0 million in 2001 and $4.2 million in 2002.

Amortization of goodwill for the year ended December 31, 1997 totaled
$2.0 million compared to $0.6 million for the year ended December 31,
1996.

Interest expense on the $25 million surplus note issued December 1996
was $2.0 million for the year ended December 31, 1997.  Interest on
any line of credit borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%.  During
1997, the Company paid $0.6 million to Equitable for interest on the
line of credit.

INCOME.  Net income on a combined basis for 1997 was $0.3 million, a
decrease of $3.2 million, or 91.4%, from 1996.

                          FINANCIAL CONDITION
RATINGS.  During 1998, the Companies' ratings were upgraded by
Standard & Poor's Rating Services ("Standard & Poor's") from AA to
AA+. During the first quarter of 1999, the Companies' ratings were
upgraded by Duff & Phelps Credit Rating Company from AA+ to AAA.

INVESTMENTS.  The financial statement carrying value and amortized
cost basis of the Companies' total investment portfolio grew 8.7% and
10.5%, respectively, during the first nine months of 1999.  All of the
Companies' investments, other than mortgage loans on real estate, are
carried at fair value in the Companies' financial statements. As such,
growth in the carrying value of the Companies' investment portfolio
included changes in unrealized appreciation and depreciation of fixed
maturities as well as growth in the cost basis of these securities.
Growth in the cost basis of the Companies' investment portfolio
resulted from the investment of premiums from the sale of the
Companies' fixed account options. The Companies manage the growth of
insurance operations in order to maintain adequate capital ratios. To
support the fixed account options of the Companies' variable insurance
products, cash flow was invested primarily in fixed maturities and
short-term investments.

At September 30, 1999 and December 31, 1998, the Companies had no
investments in default. At September 30, 1999 and December 31, 1998,
the Companies' investment portfolio had a yield of 6.6% and 6.4%,
respectively.

                                    50
The Companies estimate the total investment portfolio, excluding
policy loans, had a fair value approximately equal to 98.0%
of amortized cost value at September 30, 1999 (100.2% at December
31, 1998).

Fixed Maturities: At September 30, 1999, the Companies had fixed
maturities with an amortized cost of $815.0 million and an estimated
fair value of $798.7 million. At December 31, 1998, the Companies had
fixed maturities with an amortized cost of $739.8 million and an
estimated fair value of $742.0 million.

The Companies classify 100% of securities as available for sale. At
September 30, 1999, net unrealized depreciation on fixed maturities of
$16.3 million was comprised of gross appreciation of $0.8 million and
gross depreciation of $17.1 million.  Net unrealized holding losses on
these securities, net of adjustments to VPIF, DPAC, and deferred
income taxes of $4.0 million, was included in stockholder's equity at
September 30, 1999.  At December 31, 1998 net unrealized appreciation
of fixed maturities of $2.2 million was comprised of gross
appreciation of $6.7 million and gross depreciation of $4.5 million.
Net unrealized holding gains on these securities, net of adjustments
to VPIF, DPAC, and deferred income taxes of $1.0 million was included
in stockholder's equity at December 31, 1998.

The individual securities in the Companies' fixed maturities portfolio
(at amortized cost) include investment grade securities, which include
securities issued by the U.S. government, its agencies, and
corporations, that are rated at least A- by Standard & Poor's ($528.0
million or 64.8% at September 30, 1999 and $477.4 million or 64.5% at
December 31, 1998), that are rated BBB+ to BBB- by Standard & Poor's
($138.0 million or 16.9% at September 30, 1999 and $124.0 million or
16.8% at December 31, 1998) and below investment grade securities
which are securities issued by corporations that are rated BB+ to CCC-
by Standard & Poor's ($72.3 million or 8.9% at September 30, 1999 and
$51.6 million or 7.0% at December 31, 1998). Securities not rated by
Standard & Poor's had a National Association of Insurance
Commissioners ("NAIC") rating of 1, 2, 3 or 4 ($76.7 million or 9.4%
at September 30, 1999 and $86.8 million or 11.7% at December 31,
1998). The Companies' fixed maturity investment portfolio had a
combined yield at amortized cost of 6.6% at September 30, 1999 and
6.5% at December 31, 1998.

Fixed maturities rated BBB+ to BBB- may have speculative
characteristics and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity of the
issuer to make principal and interest payments than is the case with
higher rated fixed maturities.

At September 30, 1999, the amortized cost value of the Companies'
total investment in below investment grade securities, excluding
mortgage-backed securities, was $73.7 million, or 7.4%, of the
Companies' investment portfolio ($52.7 million, or 5.9%, at December
31, 1998).  The Companies intend to purchase additional below
investment grade securities but do not expect the percentage of the
portfolio invested in such securities to exceed 10% of the investment
portfolio.  At September 30, 1999, the yield at amortized cost on the
Companies' below investment grade portfolio was 7.8% compared to 6.6%
for the Companies' investment grade corporate bond portfolio.  AAt
December 31, 1998, the yield at amortized cost on the Companies' below
investment grade portfolio was 7.9% compared to 6.4% for the
Companies' investment grade corporate bond portfolio.  The Companies
estimate the fair value of the below investment grade portfolio was
$70.5 million, or 95.6% of amortized cost value, at September 30, 1999
($51.7 million, or 98.1% of amortized cost value, at December 31,
1998).

Below investment grade securities have different characteristics than
investment grade corporate debt securities. Risk of loss upon default
by the borrower is significantly greater with respect to below
investment grade securities than with other corporate debt securities.
Below investment grade securities are generally unsecured and are
often subordinated to other creditors of the issuer. Also, issuers of
below investment grade securities usually have higher levels of debt
and are more sensitive to adverse economic conditions, such as a
recession or increasing interest rates, than are investment grade
issuers. The Companies attempt to reduce the overall risk in the below
investment grade portfolio, as in all investments, through careful
credit analysis, strict investment policy guidelines, and
diversification by company and by industry.

                                    51
The Companies analyze the investment portfolio, including below
investment grade securities, at least quarterly in order to determine
if the Companies' ability to realize the carrying value on any
investment has been impaired. For debt and equity securities, if
impairment in value is determined to be other than temporary (i.e. if
it is probable the Companies will be unable to collect all amounts due
according to the contractual terms of the security), the cost basis of
the impaired security is written down to fair value, which becomes the
new cost basis. The amount of the write-down is included in earnings
as a realized loss. Future events may occur, or additional or updated
information may be received, which may necessitate future write-downs
of securities in the Companies' portfolio. Significant write-downs in
the carrying value of investments could materially adversely affect
the Companies' net income in future periods.

During the nine months ended September 30, 1999 and Ifor the year
ended December 31, 1998, fixed maturities designated as available for
sale with a combined amortized cost of $170.6 million and $145.3
million, respectively, were called or repaid by their issuers. In
total, net pre-tax losses from sales, calls, and repayments of fixed
maturities amounted to $2.2 million and $0.5 million, for the first
nine months of 1999 and for the year ended December 31, 1998,
respectively.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value. As a result, at December 31, 1998, Golden American
recognized a total pre-tax loss of approximately $1.0 million to
reduce the carrying value of the bonds to their combined net
realizable value of $2.9 million.  During the second quarter of 1999,
further information was received regarding these bonds and Golden
American determined that the carrying value of the two bonds exceeded
their estimated net realizeable value.  As a result, at June 30, 1999
Golden American recognized a total pre-tax loss of approximately $1.6
million to further reduce the carrying value of the bonds to their
combined net realizeable value of $1.1 million.

Equity Securities: At September 30, 1999 and December 31, 1998,
Eequity securities represented 1.5% and 1.6%, respectively, of the
Companies' investment portfolio. At September 30, 1999 and December
31, 1998, the Companies owned equity securities with a cost of $14.4
million and an estimated fair value of $13.7 million and $11.5
million, respectively.  At September 30, 1999, net unrealized
depreciation of equity securities of $0.7 million was comprised of
gross appreciation of $0.3 million and gross depreciation of
$1.0 million at December 31, 1998 net unrealized depreciation of
equity securities was comprised entirely of gross depreciation of
$2.9 million .  Equity securities are primarily comprised of
investments in shares of the mutual funds underlying the Companies'
registered separate accounts.

Mortgage Loans on Real Estate: Mortgage loans on real estate
represented 9.5% and 10.9% of the Companies' investment portfolio at
September 30, 1999 and at December 31, 1998, respectively. Mortgages
outstanding at amortized cost were $93.9 million September 30, 1999
with an estimated fair value of $91.2 million. Mortgages outstanding
were $97.3 million at December 31, 1998 with an estimated fair value
of $99.8 million. At September 30, 1999, the Companies' mortgage loan
portfolio included 57 loans with an average size of $1.6 million and
average seasoning of 0.8 years if weighted by the number of loans. At
December 31, 1998, Tthe Companies' mortgage loan portfolio includeds
57 loans with an average size of $1.7 million and average seasoning of
0.9 years if weighted by the number of loans. The Companies' mortgage
loans on real estate are typically secured by occupied buildings in
major metropolitan locations and not speculative developments and are
diversified by type of property and geographic location.

Mortgage loans on real estate have been analyzed by geographical
location with concentrations by state identified as California (12% in
1998 and 1997), Utah (11% in 1998, 13% in 1997) and Georgia (10% in
1998, 11% in 1997).  There are no other concentrations of mortgage
loans in any state exceeding ten percent at December 31, 1998 and
1997.  Mortgage loans on real estate have also been analyzed by
collateral type with significant concentrations identified in office
buildings (36% in 1998, 43% in 1997), industrial buildings (32% in
1998, 33% in 1997) and retail facilities (20% in 1998, 15% in 1997).
As of September 30, 1999, there have been no significant changes to
the concentrations of mortgage loans on real estate compared to December
31, 1998.  At September 30, 1999 and December 31, 1998, the yield on
the Companies' mortgage loan portfolio was 7.3%.

                                    52
At September 30, 1999 and December 31, 1998, no mortgage loan on real
estate was delinquent by 90 days or more. The Companies' loan
investment strategy is consistent with other life insurance
subsidiaries of ING in the U.S. The insurance subsidiaries of EIC have
experienced a historically low default rate in their mortgage loan
portfolios.

OTHER ASSETS.  Accrued investment income increased $2.3 million during
the first nine months of 1999 due to an increase in the overall size
of the portfolio resulting from the investment of premiums allocated
to the fixed account options of the Companies' variable products.

DPAC represents certain deferred costs of acquiring insurance
business, principally first year commissions and interest bonuses,
extra credit bonuses and other expenses related to the production of
new business after the merger. The Companies' previous balances of
DPAC and VPIF were eliminated as of the merger date, and an asset
representing VPIF was established for all policies in force at the
merger date. VPIF is amortized into income in proportion to the
expected gross profits of in force acquired business in a manner
similar to DPAC amortization. Any expenses which vary directly with
the sales of the Companies' products are deferred and amortized. At
September 30, 1999, the Companies had DPAC and VPIF balances of $439.2
million and $33.0 million ($205.0 million and $36.0 million,
respectively at December 31, 1998). During the first nine months of
1998, VPIF decreased $2.7 million to adjust the value of other
receivables and increased $0.2 million as a result of an adjustment to
the merger costs.

Property and equipment increased $5.7 million, or 77.1%, during the
first nine months of 1999, due to the purchase of furniture and other
equipment for Golden American's new offices in West Chester,
Pennsylvania.  Property and equipment increased $5.8 million during
1998, due to installation of a new policy administration system,
introduction of an imaging system as well as the growth in the
business.

Goodwill totaling $151.1 million, representing the excess of the
acquisition cost over the fair value of net assets acquired, was
established at the merger date. Accumulated amortization of goodwill
as of September 30, 1999 and December 31, 1998 was $7.2 million and
$4.4 million, respectively.

Other assets increased $35.8 million during the first nine months of
1999 due mainly to an increase in a receivable from the separate
account.  Other assets increased $5.5 million during 1998 due mainly
to an increase in amounts due from an unaffiliated reinsurer under a
modified coinsurance agreement.

At September 30, 1999, the Companies had $5.6 billion of separate
account assets compared to $3.4 billion at December 31, 1998. The
increase in separate account assets resulted from market appreciation,
increased transfer activity, and sales of the Companies' variable
annuity products, net of redemptions. At December 31, 1998, the
Companies had $3.4 billion of separate account assets compared to $1.6
billion at December 31, 1997. The increase in separate account assets
resulted from market appreciation and growth in sales of the
Companies' variable annuity products, net of redemptions.

At September 30, 1999, the Companies had total assets of $7.3 billion,
a 53.9% increase from December 31, 1998.  At December 31, 1998,
the Companies had total assets of $4.8 billion, an increase of 94.3%
from December 31, 1997.

LIABILITIES.  In conjunction with the volume of variable annuity
sales, the Companies' total liabilities increased $2.5 billion, or
55.9%, during the first nine months of 1999 and totaled $6.9 billion
at September 30, 1999.  At September 30, 1999, future policy benefits
for annuity and interest sensitive life products increased $128.3
million, or 14.6%, to $1.0 billion reflecting premium growth in the
Companies' fixed account options of its variable products, net of
transfers to the separate accounts. Market appreciation, increased
transfer activity, and premiums, net of redemptions, accounted for the
$2.2 billion, or 64.9%, increase in separate account liabilities to
$5.6 billion at September 30, 1999.

In conjunction with the volume of variable annuity sales, the
Companies' total liabilities increased $2.2 billion, or 98.2%, during
1998 and totaled $4.4 billion at December 31, 1998. Future policy
benefits for annuity and interest sensitive life products increased
$375.8 million, or 74.4%, to $881.1 million reflecting premium growth
in the Companies' fixed account option of its variable products.
Market appreciation and premium growth, net of redemptions, accounted
for the $1.7 billion, or 106.3%, increase in separate account
liabilities to $3.4 billion at December 31, 1998.

                                    53
On September 30, 1999, Golden American issued a $75 million, 7.75%
surplus note to ING AIH, which matures on September 29, 2029.

On December 30, 1998, Golden American issued a $60 million, 7.25%
surplus note to Equitable Life, which matures on December 29, 2028.

On December 17, 1996, Golden American issued a $25 million, 8.25%
surplus note to Equitable which matures on December 17, 2026. As a
result of the merger, the surplus note is now payable to EIC.

At September 30, 1999, other liabilities increased $47.5 million from
$32.6 million at December 31, 1998, due primarily to increases in
securities payables and remittances to be applied.

At December 31, 1998, other liabilities increased $15.3 million from
$17.3 million at December 31, 1997, due primarily to increases in
accounts payable, outstanding checks, guaranty fund assessment
liability, and pension liability.

The effects of inflation and changing prices on the Companies'
financial position are not material since insurance assets and
liabilities are both primarily monetary and remain in balance. An
effect of inflation, which has been low in recent years, is a decline
in stockholder's equity when monetary assets exceed monetary
liabilities.

STOCKHOLDER'S EQUITY. Additional paid-in capital increased $100.0
million, or 28.8%, from December 31, 1998 to $447.6 million at
September 30, 1999 due to capital contributions from the Parent.
Additional paid-in capital increased $122.6 million, or 54.5%, from
December 31, 1997 to $347.6 million at December 31, 1998 primarily due
to capital contributions from the Parent.

                    LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Companies to generate sufficient cash
flows to meet the cash requirements of operating, investing, and
financing activities. The Companies' principal sources of cash are
variable annuity premiums and product charges, investment income,
maturing investments, proceeds from debt issuance, and capital
contributions made by the Parent. Primary uses of these funds are
payments of commissions and operating expenses, interest and extra
premium credits, investment purchases, repayment of debt, as well as
withdrawals and surrenders.

Net cash used in operating activities was $60.0 million in the first
nine months of 1999 compared to $22.7 million in the same period of
1998. Net cash used in operating activities was $63.9 million in 1998
compared to $4.8 million in 1997. The Companies have predominantly had
negative cash flows from operating activities since Golden American
started issuing variable insurance products in 1989. These negative
operating cash flows result primarily from the funding of commissions
and other deferrable expenses related to the continued growth in the
variable annuity products. The 1998 increase in net cash used in
operating activities resulted principally from the introduction of
Golden American's extra premium credit product in October 1997. In
1998, $54.4 million in extra premium credits was added to contract
holders' account values versus $2.8 million in 1997.

Net cash used in investing activities was $111.3 million during the
first nine months of 1999 as compared to $224.5 million in the same
period of 1998.  This decrease is primarily due to greater net
purchases of fixed maturities, equity securities, and mortgage loans
on real estate during the first nine months of 1998 than in the same
period of 1999.  Net purchases of fixed maturities reached $79.7
million during the first nine months of 1999 versus $199.0 million in
the same period of 1998.  Net sales of mortgage loans on real estate
were $3.2 million during the first nine months of 1999 compared to net
purchases of $13.2 million during the first nine months of 1998.

Net cash used in investing activities was $390.0 million during 1998
as compared to $198.5 million in 1997. This increase is primarily due
to greater net purchases of fixed maturities resulting from an
increase in funds available from net fixed account deposits. Net
purchases of fixed maturities reached

                                    54
$331.3 million in 1998 versus $135.3 million in 1997. Net purchases
of mortgage loans on real estate, on the other hand, declined to $12.6
million from $51.2 at December 31, 1997in the prior year. In 1998,
net purchases of short-term investments were unusually high due to
the investment of the remaining proceeds of Golden American's $60.0
million surplus note issued on December 30, 1998.

Net cash provided by financing activities was $177.5 million during
the first nine months of 1999 compared to $245.1 million during the
same period of 1998. In the first nine months of 1999, net cash
provided by financing activities was positively impacted by net fixed
account deposits of $441.7 million compared to $300.0 million in the
same period of 1998.  This increase was offset by net reallocations to
the Companies' separate accounts, which increased to $439.2 million
from $163.5 million during the prior year, and by a decrease in net
borrowings of $54.8 million in the first nine months of 1999 compared
to the first nine months of 1998.  In the first nine months of 1999,
another important source of cash provided by financing activities was
$100.0 million in capital contributions from the Parent compared to
$53.8 million in the first nine months of 1998. In addition, another
source of cash provided by financing activities during the third
quarter of 1999 was $75.0 million in proceeds from a surplus note
with ING AIH.

Net cash provided by financing activities was $439.5 million during
1998 as compared to $218.6 million during the prior year. In 1998, net
cash provided by financing activities was positively impacted by net
fixed account deposits of $520.8 million compared to $303.6 million in
1997. This increase was partially offset by net reallocations to the
Companies' separate accounts, which increased to $239.7 million from
$110.1 million during the prior year. In 1998, other important sources
of cash provided by financing activities were $98.4 million of capital
contributions from the Parent and $60.0 million of proceeds from the
issuance of a surplus note on December 30, 1998.  The Companies have
used part of the proceeds of the surplus note to repay outstanding
short-term debt.

The Companies' liquidity position is managed by maintaining adequate
levels of liquid assets, such as cash or cash equivalents and short-
term investments. Additional sources of liquidity include borrowing
facilities to meet short-term cash requirements. Golden American
maintains a $65.0 million reciprocal loan agreement with ING AIH,
which expires on December 31, 2007.  In addition, the Companies
have an $85.0 million revolving note facility with SunTrust Bank,
Atlanta, which expires on July 31, 2000.  Management believes that
these sources of liquidity are adequate to meet the Companies'
short-term cash obligations.

Based on current trends, the Companies expect to continue to use net
cash in operating activities, given the continued growth of the
variable annuity products. It is anticipated that a continuation of
capital contributions from the Parent and the issuance of additional
surplus notes will cover these net cash outflows. ING is committed to
the sustained growth of Golden American.  During 1999, ING will
maintain Golden American's statutory capital and surplus at the end of
each quarter at a level such that: 1) the ratio of Total Adjusted
Capital divided by Company Action Level Risk Based Capital exceeds
300%; 2) the ratio of Total Adjusted Capital (excluding surplus notes)
divided by Company Action Level Risk Based Capital exceeds 200%; and
3) Golden American's statutory capital and surplus exceeds the
"Amounts Accrued for Expense Allowances Recognized in Reserves" as
disclosed on page 3, Line 13A of Golden American's Statutory
Statement.

During the first quarter of 1999, Golden American's operations were
moved to a new site in West Chester, Pennsylvania.  During the third
quarter of 1999, Golden American occupied an additional 20,000 square
feet and currently occupies 85,000 square feet of leased space, its
affiliate occupies 20,000 square feet, and it has made commitments for
an additional 20,000 square feet to be occupied by itself or its
affiliates during the fourth quarter of 1999.  Previously, Golden
American's home office operations were housed in leased locations in
Wilmington, Delaware and various locations in Pennsylvania, which were
leased on a short-term basis for use in the transition to the new
office building. Golden American's New York subsidiary is housed in
leased space in New York, New York. The Companies intend to spend
approximately $1.0 million on capital needs during the remainder of
1999.

The ability of Golden American to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed an
annual
                                    55
limit. During 1999, Golden American cannot pay dividends to its
Parent without prior approval of statutory authorities.

Under the provisions of the insurance laws of the State of New York,
First Golden cannot distribute any dividends to its stockholder,
Golden American, unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed with the New York
Insurance Department at least thirty days in advance of the proposed
declaration. If the Superintendent of the New York Insurance Department
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the
filing.  The management of First Golden does not anticipate paying
any dividends to Golden American during 1999.

The NAIC's risk-based capital requirements require insurance companies
to calculate and report information under a risk-based capital
formula. These requirements are intended to allow insurance regulators
to monitor the capitalization of insurance companies based upon the
type and mixture of risks inherent in a company's operations. The
formula includes components for asset risk, liability risk, interest
rate exposure and other factors. The Companies have complied with the
NAIC's risk-based capital reporting requirements. Amounts reported
indicate the Companies have total adjusted capital well above all
required capital levels.

Reinsurance:  At September 30, 1999 and at December 31, 1998, Golden
American had reinsurance treaties with four unaffiliated reinsurers
and one affiliated reinsurer covering a significant portion of the
mortality risks under its variable contracts. Golden American remains
liable to the extent its reinsurers do not meet their obligations
under the reinsurance agreements.

                                    56
MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the
Companies' operations, including investment decisions, product
development and crediting rates determination. As part of the risk
management process, different economic scenarios are modeled,
including cash flow testing required for insurance regulatory
purposes, to determine that existing assets are adequate to meet
projected liability cash flows. Key variables include
contractholder behavior and the variable separate accounts'
performance.

Contractholders bear the majority of the investment risks related
to the variable products. Therefore, the risks associated with the
investments supporting the variable separate accounts are assumed
by contractholders, not by the Companies (subject to, among other
things, certain minimum guarantees). The Companies' products also
provide certain minimum death benefits that depend on the
performance of the variable separate accounts. Currently the
majority of death benefit risks are reinsured, which protects the
Companies from adverse mortality experience and prolonged capital
market decline.

A surrender, partial withdrawal, transfer or annuitization made
prior to the end of a guarantee period from the fixed account may
be subject to a market value adjustment. As the majority of the
liabilities in the fixed account are subject to market value
adjustment, the Companies do not face a material amount of market
risk volatility. The fixed account liabilities are supported by a
portfolio principally composed of fixed rate investments that can
generate predictable, steady rates of return. The portfolio
management strategy for the fixed account considers the assets
available for sale.  This enables the Companies to respond to
changes in market interest rates, changes in prepayment risk,
changes in relative values of asset sectors and individual
securities and loans, changes in credit quality outlook and other
relevant factors. The objective of portfolio management is to
maximize returns, taking into account interest rate and credit
risks as well as other risks. The Companies' asset/liability
management discipline includes strategies to minimize exposure to
loss as interest rates and economic and market conditions change.

                                    57
On the basis of these analyses, management believes there is no
material solvency risk to the Companies. With respect to a 10%
drop in equity values from year-end 1998 levels, variable separate
account funds, which represent 85% of the in force as of
September 30, 1999, pass the risk in underlying fund performance
to the contract holder (except for certain minimum guarantees that
are mostly reinsured).  With respect to interest rate movements
up or down 100 basis points from year-end 1998 levels, the
remaining 15% of the in force as of September 30, 1999 are fixed
account funds and almost all of these have market value adjustments
which provide significant protection against changes in interest
rates.

     CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any forward-looking statement contained herein or in any other
oral or written statement by the Companies or any of their
officers, directors or employees is qualified by the fact that
actual results of the Companies may differ materially from such
statement, among other risks and uncertainties inherent in the
Companies' business, due to the following important factors:

 1. Prevailing interest rate levels and stock market performance,
    which may affect the ability of the Companies to sell their
    products, the market value and liquidity of the Companies'
    investments and the lapse rate of the Companies' policies,
    notwithstanding product design features intended to enhance
    persistency of the Companies' products.

                                    58
2. Changes in the federal income tax laws and regulations which
    may affect the tax status of the Companies'products.

 3. Changes in the regulation of financial services, including
    bank sales and underwriting of insurance products, which
    may affect the competitive environment for the Companies'
    products.

 4. Increasing competition in the sale of the Companies' products.

 5. Other factors that could affect the performance of the
    Companies, including, but not limited to, market conduct
    claims, litigation, insurance industry insolvencies,
    availability of competitive reinsurance on new business,
    investment performance of the underlying portfolios of the
    variable products, variable product design and sales volume by
    significant sellers of the Companies' variable products.

 6. To the extent third parties are unable to transact business in
    the Year 2000 and thereafter, the Companies' operations could
    be adversely affected.

                         OTHER INFORMATION

SEGMENT INFORMATION.  During the period since the acquisition by
Bankers Trust, September 30, 1992 to date of this Prospectus,
Golden American's operations consisted of one business segment,
the sale of annuity and life insurance products. Golden American
and its affiliate DSI are party to in excess of 140 sales
agreements with broker-dealers, three of whom, Locust Street
Securities, Inc., Vestax Securities Corporation, and Multi-
Financial Securities Corporation, are affiliates of Golden
American. As of September 30, 1999, two broker-dealers produce
10% or more of Golden American's product sales.

REINSURANCE.  Golden American reinsures its mortality risk
associated with the Contract's guaranteed death benefit with one
or more appropriately licensed insurance companies. Golden
American also, effective June 1, 1994, entered into a reinsurance
agreement on a modified coinsurance basis with an affiliate of a
broker-dealer which distributes Golden American's products with
respect to 25% of the business produced by that broker-dealer.

RESERVES.  In accordance with the life insurance laws and
regulations under which Golden American operates, it is obligated
to carry on its books, as liabilities, actuarially determined
reserves to meet its obligations on outstanding Contracts.
Reserves, based on valuation mortality tables in general use in
the United States, where applicable, are computed to equal amounts
which, together with interest on such reserves computed annually
at certain assumed rates, make adequate provision according to
presently accepted actuarial standards of practice, for the
anticipated cash flows required by the contractual obligations and
related expenses of Golden American.

COMPETITION.  Golden American is engaged in a business that is
highly competitive because of the large number of stock and mutual
life insurance companies and other entities marketing insurance
products comparable to those of Golden American. There are
approximately 2,350 stock, mutual and other types of insurers in
the life insurance business in the United States, a substantial
number of which are significantly larger than Golden American.

SERVICE AGREEMENTS.  Beginning in 1994 and continuing until August
13, 1996, Bankers Trust (Delaware), a subsidiary of Bankers Trust
New York Corporation, and Golden American became parties to a service
agreement pursuant to which Bankers Trust (Delaware) agreed to provide
certain accounting, actuarial, tax, underwriting, sales, management and
other services to Golden American.  Expenses incurred by Bankers Trust
(Delaware)in relation to this service agreement were reimbursed by Golden
American on an allocated cost basis. Charges billed to Golden American by
Bankers Trust (Delaware) pursuant to the service agreement for 1996 through
its termination as of August 13, 1996 were $0.5 million.

Pursuant to a service agreement between Golden American and Equitable
Life, Equitable Life provides certain administrative, financial and
other services to Golden American.  Equitable Life billed Golden

                                    59
American and its subsidiary First Golden American Life Insurance
Company of New York ("First Golden"), $0.9 million, $1.1 million,
and $29,000 for the first nine months of 1999 and the years ended
December 31, 1998 and 1997, respectively, under this service
agreement.

Golden American provides to DSI certain of its personnel to perform
management, administrative and clerical services and the use of
certain facilities. Golden American charges DSI for such expenses and
all other general and administrative costs, first on the basis of
direct charges when identifiable, and the remainder allocated based on
the estimated amount of time spent by Golden American's employees on
behalf of DSI.  In the opinion of management, this method of cost
allocation is reasonable.  In 1995, the service agreement between DSI
and Golden American was amended to provide for a management fee from
DSI to Golden American for managerial and supervisory services
provided by Golden American. This fee, calculated as a percentage of
average assets in the variable separate accounts, was $6.8 million,
$4.8 million, $2.8 million and $2.3 million for the first nine months
of 1999, and the years of 1998, 1997 and 1996, respectively.

Since January 1, 1998, Golden American and First Golden have had an
asset management agreement with ING Investment Management LLC ("ING
IM"), an affiliate, in which ING IM provides asset management and
accounting services for a fee, payable quarterly. For the first nine
months of 1999 and for the year ended December 31, 1998, Golden
American and First Golden incurred fees of $1.6 million and $1.5 million,
respectively, under this agreement.  Prior to 1998, Golden American and
First Golden had a service agreement with Equitable Investment Services,
Inc. ("EISI"), an affiliate, in which EISI provided investment
management services.  Golden American and First Golden paid fees of
$1.0 million for 1997 and $72,000 for the period from August 14,
1996 through December 31, 1996, respectively.

Since 1997, Golden American has provided certain advisory, computer
and other resources and services to Equitable Life. Revenues for these
services totaled $0.9 million for the first nine months of 1999,
$5.8 million for 1998 and $4.3 million for 1997.

The Companies provide resources and services to DSI.  Revenues for
these services totaled $0.8 million for the first nine months of 1999.

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate.  Revenues for these services
totaled $0.4 million for the first nine months of 1999 and $2.1
million for 1998.

DISTRIBUTION AGREEMENT.  Under a distribution agreement, DSI acts as
the principal underwriter (as defined in the Securities Act of 1933
and the Investment Company Act of 1940, as amended) of the variable
insurance products issued by Golden American which as of September 30,
1999 and December 31, 1998, are sold primarily through two
broker/dealer institutions. For the nine months ended September 30,
1999 and the years 1998, 1997 and 1996, commissions paid by Golden
American to DSI (including commissions paid by First Golden)
aggregated $130.4 million, $117.5 million, $36.4 million and $27.1
million, respectively.

EMPLOYEES.  Golden American, as a result of its Service Agreement
with Bankers Trust (Delaware) and EIC Variable, had very few
direct employees. Instead, various management services were
provided by Bankers Trust (Delaware), EIC Variable and Bankers
Trust New York Corporation, as described above under "Service
Agreement." The cost of these services were allocated to Golden
American. Since August 14, 1996, Golden American has hired
individuals to perform various management services and has looked
to Equitable of Iowa and its affiliates for certain other
management services.

Certain officers of Golden American are also officers of DSI, and
their salaries are allocated among both companies. Certain
officers of Golden American are also officers of other Equitable
of Iowa subsidiaries. See "Directors and Executive Officers."

PROPERTIES.  Golden American's principal office is located at 1475
Dunwoody Drive, West Chester, Pennsylvania  19380, where all of
Golden American's records are maintained. This office space is
leased.

STATE REGULATION.  Golden American is subject to the laws of the
State of Delaware governing insurance companies and to the
regulations of the Delaware Insurance Department (the "Insurance
Department").  A detailed financial statement in the prescribed
form (the "Annual Statement") is filed with the Insurance
Department each year covering Golden American's operations for the
preceding year and its financial condition as of the end of that
year.  Regulation by the Insurance Department includes periodic
examination to determine contract liabilities and reserves so that
the Insurance Department may certify

                                    60
that these items are correct. Golden American's books and accounts are
subject to review by the Insurance Department at all times.  A full
examination of Golden American's operations is conducted periodically
by the Insurance Department and under the auspices of the NAIC.

In addition, Golden American is subject to regulation under the
insurance laws of all jurisdictions in which it operates.  The
laws of the various jurisdictions establish supervisory agencies
with broad administrative powers with respect to various matters,
including licensing to transact business, overseeing trade
practices, licensing agents, approving contract forms,
establishing reserve requirements, fixing maximum interest rates
on life insurance contract loans and minimum rates for
accumulation of surrender values, prescribing the form and content
of required financial statements and regulating the type and
amounts of investments permitted.  Golden American is required to
file the Annual Statement with supervisory agencies in each of the
jurisdictions in which it does business, and its operations and
accounts are subject to examination by these agencies at regular
intervals.

The NAIC has adopted several regulatory initiatives designed to
improve the surveillance and financial analysis regarding the
solvency of insurance companies in general.  These initiatives
include the development and implementation of a risk-based capital
formula for determining adequate levels of capital and surplus.
Insurance companies are required to calculate their risk-based
capital in accordance with this formula and to include the results
in their Annual Statement.  It is anticipated that these standards
will have no significant effect upon Golden American.  For
additional information about the Risk-Based Capital adequacy
monitoring system and Golden American, see "Management's
Discussion and Analysis Results of Operations"

In addition, many states regulate affiliated groups of insurers,
such as Golden American, and its affiliates, under insurance
holding company legislation.  Under such laws, inter-company
transfers of assets and dividend payments from insurance
subsidiaries may be subject to prior notice or approval, depending
on the size of the transfers and payments in relation to the
financial positions of the companies involved.

Under insurance guaranty fund laws in most states, insurers doing
business therein can be assessed (up to prescribed limits) for
contract owner losses incurred by other insurance companies which
have become insolvent.  Most of these laws provide that an
assessment may be excused or deferred if it would threaten an
insurer's own financial strength.  For information regarding
Golden American's estimated liability for future guaranty fund
assessments, see Note 11 of Notes to Financial Statements.

Although the federal government generally does not directly
regulate the business of insurance, federal initiatives often have
an impact on the business in a variety of ways.  Certain insurance
products of Golden American are subject to various federal
securities laws and regulations.  In addition, current and
proposed federal measures which may significantly affect the
insurance business include regulation of insurance company
solvency, employee benefit regulation, removal of barriers
preventing banks from engaging in the insurance business, tax law
changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative
desirability of various personal investment vehicles.

                                    61
DIRECTORS AND OFFICERS

NAME (AGE)                    POSITION(S) WITH THE COMPANY
----------                    ----------------------------
Barnett Chernow (50)          President and Director
Myles R. Tashman (57)         Director, Executive Vice President,
                              General Counsel and Secretary
Michael W. Cunningham (50)    Director
Mark A. Tullis (44)           Director
Phillip R. Lowery (46)        Director
James R. McInnis (51)         Executive Vice President and
                              Chief Marketing Officer
Stephen J. Preston (42)       Executive Vice President and Chief
                              Actuary
E. Robert Koster (41)         Senior Vice President and Chief Financial
                              Officer
Patricia M. Corbett (34)      Treasurer and Assistant V.P.
David L. Jacobson (50)        Senior Vice President and Assistant
                              Secretary
William L. Lowe (35)          Senior Vice President, Sales and Marketing
Ronald R. Blasdell (46)       Senior Vice President, Project Implementation
Steven G. Mandel (40)         Senior Vice President and
                              Chief Information Officer
Gary F. Haynes (54)           Senior Vice President, Operations

Each director is elected to serve for one year or until the next
annual meeting of shareholders or until his or her successor is
elected. Some directors are directors of insurance company
subsidiaries of Golden American's parent, Equitable of Iowa.  The
principal positions of Golden American's directors and senior
executive officers for the past five years are listed below:

Mr. Barnett Chernow became President and Director of Golden American
and President of First Golden in April 1998.  From 1993 to 1998, Mr.
Chernow served as Executive Vice President of Golden American.  He was
elected to serve as Executive Vice President and Director of First
Golden in September 1996.

Mr. Myles R. Tashman joined Golden American in August 1994 as
Senior Vice President and was named Executive Vice President,
General Counsel and Secretary effective January 1, 1996. He was
elected to serve as a Director of Golden American in January 1998.
He also serves as a Director, Executive Vice President, General
Counsel and Secretary of First Golden.

Mr. Michael W. Cunningham became a Director of Golden American and
First Golden in April 1999.  Also, he has served as a Director of
Life of Georgia and Security Life of Denver since 1995.
Currently, he serves as Executive Vice President and Chief
Financial Officer of ING North America Insurance Corporation, and
has worked for them since 1991.

Mr. Mark A. Tullis became a Director of Golden American in January
2000. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September 1999.

                                    62
Mr. Phillip R. Lowery became a Director of Golden American in
April 1999.  He has served as Executive Vice President and Chief
Actuary for ING Americas Region since 1990.

Mr. James R. McInnis joined Golden American in December, 1997 as
Executive Vice President. From 1982 through November 1997, he held
several positions with the Endeavor Group and was President upon
his departure.

Mr. E. Robert Koster was elected Senior Vice President and Chief
Financial Officer of Golden American in September 1998.  From
August, 1984 to September, 1998 he has held various positions with
ING companies in The Netherlands.

Ms. Patricia M. Corbett was elected Treasurer of Golden American
in December 1998. She joined Equitable Life Insurance Company of
Iowa in 1987 and is currently Treasurer and Assistant Vice
President of Equitable Life and USG Annuity & Life Company.

Mr. David L. Jacobson joined Golden American in November 1993 as
Senior Vice President and Assistant Secretary.

Mr. Stephen J. Preston joined Golden American in December, 1993 as
Senior Vice President, Chief Actuary and Controller. He became an
Executive Vice President and Chief Actuary in June 1998.

Mr. William L. Lowe joined Equitable Life as Vice President, Sales
& Marketing in January 1994. He became a Senior Vice President,
Sales & Marketing, of Golden American in August 1997. He was also
President of Equitable of Iowa Securities Network, Inc. until
October 1998.

Mr. Steven G. Mandel joined Golden American in October 1988 and
became Senior Vice President and Chief Information Officer in
June 1998.

Mr. Ronald R. Blasdell joined Golden American in February 1994 and
became Senior Vice President, Project Implementation in June 1998.

Mr. Gary Haynes joined Golden American in April 1999 and became
Senior Vice President, Operations in April 1999.

COMPENSATION TABLES AND OTHER INFORMATION

The following sets forth information with respect to the Chief
Executive Officer of Golden American as well as the annual salary
and bonus for the next five highly compensated executive officers
for the fiscal year ended December 31, 1998. Certain executive
officers of Golden American are also officers of DSI. The salaries
of such individuals are allocated between Golden American and DSI.
Executive officers of Golden American are also officers of DSI.
The salaries of such individuals are allocated between Golden
American and DSI pursuant to an arrangement among these companies.
Throughout 1995 and until August 13, 1996, Terry L. Kendall served
as a Managing Director at Bankers Trust New York Corporation.
Compensation amounts for Terry L. Kendall which are reflected
throughout these tables prior to August 14, 1996 were not charged
to Golden American, but were instead absorbed by Bankers Trust New
York Corporation.

                                    63
EXECUTIVE COMPENSATION TABLE

The following table sets forth information with respect to the
annual salary and bonus for Golden American's Chief Executive
Officers and the five other most highly compensated executive
officers for the fiscal year ended December 31, 1998.  As of
the date of this prospectus 1999 data was not yet available.

                                                            LONG-TERM            ALL OTHER
                              ANNUAL COMPENSATION         COMPENSATION         COMPENSATION
                              -------------------   ------------------------   ------------
                                                     RESTRICTED   SECURITIES
NAME AND                                            STOCK AWARDS  UNDERLYING
PRINCIPAL POSITION   YEAR     SALARY     BONUS(1)    OPTIONS(2)   OPTIONS(3)
------------------   ----     ------     --------   ------------  ----------
Barnett Chernow,     1998    $284,171    $105,375                   8,000
 President           1997    $234,167    $ 31,859     $277,576      4,000
                     1996    $207,526    $150,000                               $ 7,755(4)

James R. McInnis,    1998    $250,004    $626,245                   2,000
 Executive Vice
 President

Keith Glover,        1998    $250,000    $145,120                  3,900
 Executive Vice
 President

Myles R. Tashman,    1998    $189,337    $ 54,425                  3,500
 Executive Vice      1997    $181,417    $ 25,000     $165,512     5,000
 President,          1996    $176,138    $ 90,000                              $  5,127(4)
 General Counsel
 and Secretary

Stephen J. Preston,  1998    $173,870    $ 32,152                 3,500
 Executive Vice      1997    $160,758    $ 16,470
 President           1996    $156,937    $ 58,326
 and Chief Actuary

Paul R. Schlaack,    1998    $406,730    $210,600
 Former Chairman     1997    $351,000    $249,185    $1,274,518     19,000       $15,000
 and Vice President  1996    $327,875    $249,185    $  245,875     19,000       $15,000

Terry L. Kendall,    1998    $145,237    $181,417
 Former President    1997    $362,833    $ 80,365    $  644,844     16,000
 and CEO             1996    $288,298    $400,000                                $11,535(4)
(1) The amount shown relates to bonuses paid in 1998, 1997
     and 1996.
 (2) Restricted stock awards granted to executive officers
     vested on October 24, 1997 with the change in control of
     Equitable of Iowa.
 (3) Awards comprised of qualified and non-qualified stock
     options. All options were granted with an exercise price equal
     to the then fair market value of the underlying stock.  All
     options vested with the change in control of Equitable of Iowa
     and were cashed out for the difference between $68.00 and the
     exercise price.
 (4) In 1996, Contributions were made by the Company on behalf
     of the employee to PartnerShare, the deferred compensation
     plan sponsored by Bankers Trust New York Corporation and its
     affiliates for the benefit of all Bankers Trust employees, in
     February of 1996 to employees on record as of  December 31,
     1996, after an employee completed one year of service with the
     company.  This contribution could be in the form of deferred
     compensation and/or a cash payment.  In 1996, Mr. Kendall
     received $9,000 of deferred compensation and $2,535 of cash
     payment from the plan;  Mr. Chernow received $6,000 of
     deferred compensation and $1,755 of cash payment from the
     plan; Mr. Tashman received $4,000 of deferred compensation and
     $1,127 of cash payment from the plan.

                                    64
OPTION GRANTS IN LAST FISCAL YEAR (1998)

                                                                            POTENTIAL
                                                                       REALIZABLE VALUE AT
                                                                         ASSUMED ANNUAL
                              % OF TOTAL                                RATES OF STOCK
                  NUMBER OF     OPTIONS                                PRICE APPRECIATION
                  SECURITIES  GRANTED TO                                   FOR OPTION
                  UNDERLYING  EMPLOYEES      EXERCISE                       TERM (3)
                   OPTIONS    IN FISCAL       OR BASE   EXPIRATION     ------------------
NAME              GRANTED(1)    YEAR         PRICE (2)     DATE           5%        10%
----              ----------    -----        ---------     ----           --        ---
Barnett Chernow     8,000       11.99         $60.518    5/26/2003     $164,016  $362,433
James R. McInnis    2,000        3.00         $60.518    5/26/2003     $ 41,004  $ 90,608
Keith Glover        3,900        5.85         $60.518    5/26/2003     $ 79,958  $176,686
Myles R. Tashman    3,500        5.25         $60.518    5/26/2003     $ 71,758  $158,564
Stephen J. Preston  3,500        5.25         $60.518    5/26/2003     $ 71,758  $158,564
(1) Stock appreciation rights granted on May 26, 1998 to the
     officers of Golden American have a three-year vesting period
     and an expiration date as shown.
 (2) The base price was equal to the fair market value of
     ING's stock on on the date of grant.
 (3) Total dollar gains based on indicated rates of
     appreciation of share price over a the five year term of the
     rights.

Directors of Golden American receive no additional compensation
for serving as a director.

                                    65
[Shaded Section Header]
--------------------------------------------------------------------------
  UNAUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------
For the Nine Months Ended September 30, 1999

                                          66
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                       (Dollars in thousands, except per share data)
September 30, 1999  December 31, 1998
                                            ------------------  -----------------
ASSETS
Investments:
 Fixed maturities, available for sale, at
  fair value (cost:  1999 -- $815,027;
  1998 -- $739,772)                           $  798,708          $  741,985
 Equity securities, at fair value (cost:          13,679              11,514
  1999 -- $14,437; 1998 -- $14,437)
 Mortgage loans on real estate                    93,884              97,322
 Policy loans                                     13,454              11,772
 Short-term investments                           66,519              41,152
                                              ----------          ----------
Total investments                                986,244             903,745

Cash and cash equivalents                         12,908               6,679
Due from affiliates                                1,460               2,983
Accrued investment income                         11,896               9,645
Deferred policy acquisition costs                439,176             204,979
Value of purchased insurance in force             32,984              35,977
Current income taxes recoverable                     204                 628
Deferred income tax asset                         29,690              31,477
Property and equipment, less allowances
 for depreciation of $2,807 in 1999
 and $801 in 1998                                 13,017               7,348
Goodwill, less accumulated amortization
 of $7,242 in 1999 and $4,408 in 1998            143,886             146,719
Other assets                                      42,072               6,239
Separate account assets                        5,598,490           3,396,114
                                              ----------          ----------
Total assets                                  $7,312,027          $4,752,533
                                              ==========          ==========

LIABILITIES  AND  STOCKHOLDER'S  EQUITY
Policy liabilities and accruals:
 Future policy benefits:
  Annuity and interest sensitive life
    products                                  $1,009,382            $881,112
  Unearned revenue reserve                         5,855               3,840
 Other policy claims and benefits                     15                  --
                                              ----------          ----------
                                               1,015,252             884,952

Surplus notes                                    160,000              85,000
Due to affiliates                                  4,328                  --
Other liabilities                                 80,081              32,573
Separate account liabilities                   5,598,490           3,396,114
                                              ----------          ----------
                                               6,858,151           4,398,639

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
  authorized, issued,                              2,500               2,500
  and outstanding  250,000 shares
 Additional paid-in capital                      447,640             347,640
 Accumulated other comprehensive loss             (4,464)               (895)
 Retained earnings                                 8,200               4,649
                                              ----------          ----------
Total stockholder's equity                       453,876             353,894
                                              ----------          ----------
Total liabilities and stockholder's
 equity                                       $7,312,027          $4,752,533
                                              ==========          ==========

                                  See accompanying notes.
67
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)
For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
Revenues:
 Annuity and interest sensitive
  life product charges                           $  55,195           $ 26,984
 Management fee revenue                              6,755              3,257
 Net investment income                              42,671             29,296
 Realized gains (losses) on
  investments                                       (2,215)               436
 Other income                                        7,448              4,805
                                                 ---------           --------
                                                   109,854             64,778
Insurance benefits and expenses:
 Annuity and interest sensitive
  life benefits:
  Interest credited to account                     125,404             64,110
   balances
  Benefit claims incurred in                         3,452                862
   excess of account balances
 Underwriting, acquisition, and
  insurance expenses:
  Commissions                                      134,585             84,958
  General expenses                                  47,551             23,480
  Insurance taxes, state                             3,545              2,680
   licenses, and fees
  Policy acquisition costs                        (244,840)          (133,616)
   deferred
  Amortization:
   Deferred policy acquisition                      19,699              4,014
    costs
   Value of purchased insurance                      4,803              3,252
    in force
   Goodwill                                          2,834              2,834
                                                 ---------           --------
                                                    97,033             52,574
 Interest expense                                    5,552              3,033
                                                 ---------           --------
                                                   102,585             55,607
                                                 ---------           --------
 Income before income taxes                          7,269              9,171

 Income taxes                                        3,718              4,294
                                                 ---------           --------
 Net income                                      $   3,551           $  4,877
                                                 =========           ========

                                 See accompanying notes.
68
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)
For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
NET CASH USED IN OPERATING ACTIVITIES            $ (60,026)          $ (22,666)

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
 Fixed maturities -- available for sale             170,548              92,707
 Mortgage loans on real estate                        4,241               3,145
 Short-term investments  -- net                          --               2,575
                                                 ----------          ----------

                                                    174,789              98,427

Acquisition of investments:
 Fixed maturities -- available for sale            (250,277)           (291,687)
 Equity securities                                       --             (10,000)
 Mortgage loans on real estate                       (1,034)            (16,390)
 Policy loans -- net                                 (1,682)             (1,385)
 Short term investments -- net                      (25,367)                 --
                                                 ----------          ----------
                                                   (278,360)           (319,462)
Net purchase of property and equipment               (7,700)             (3,470)
                                                 ----------          ----------
Net cash used in investing activities              (111,271)           (224,505)

FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement             488,950             242,847
 borrowings
Repayment of reciprocal loan agreement             (488,950)           (202,847)
 borrowings
Proceeds from revolving note payable                131,595              20,082
Repayment of revolving note payable                (131,595)                 --
Proceeds from surplus note                           75,000                  --
Repayment of line of credit borrowings                   --              (5,309)
Receipts from annuity and interest
 sensitive life policies credited
 to account balances                                540,464             350,385
Return of account balances on annuity
 and interest sensitive life policies               (98,715)            (50,370)
Net reallocations to Separate Accounts             (439,223)           (163,455)
Contributions from parent                           100,000              53,750
                                                 ----------          ----------
Net cash provided by financing                      177,526             245,083
 activities
                                                 ----------          ----------

Increase (decrease) in cash and cash
 equivalents                                          6,229             (2,088)

Cash and cash equivalents at beginning
 of period                                            6,679             21,039
                                                 ----------          ----------
Cash and cash equivalents at end of
 period                                          $   12,908          $   18,951
                                                 ==========          ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
 Interest                                        $    5,078          $   3,493
 Taxes                                                   10                 80
Non-cash financing activities:
 Non-cash adjustment to additional paid
  in capital for adjusted merger costs                   --                143
 Non-cash contribution of capital from
  parent to repay line of credit
  borrowings                                             --             18,750

                                  See accompanying notes.
69
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly, the financial
statements do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. All adjustments
were of a normal recurring nature, unless otherwise noted in Management's
Discussion and Analysis and the Notes to Financial Statements.  Operating
results for the nine months ended September 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1999.  These financial statements should be read in
conjunction with the financial statements and related notes included in
the Golden American Life Insurance Company's annual report on Form 10-K
for the year ended December 31, 1998.

CONSOLIDATION
The condensed consolidated financial statements include Golden American
Life Insurance Company ("Golden American") and its wholly owned
subsidiary, First Golden American Life Insurance Company of New York
("First Golden," and with Golden American, collectively, the
"Companies").  All significant intercompany accounts and transactions
have been eliminated.

ORGANIZATION
Golden American is a wholly owned subsidiary of Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent").  On October 24, 1997, PFHI
Holdings, Inc. ("PFHI"), a Delaware corporation, acquired all of the
outstanding capital stock of Equitable of Iowa Companies ("Equitable")
according to the terms of an Agreement and Plan of Merger dated July 7,
1997 among Equitable, PFHI, and ING Groep N.V. ("ING").  PFHI is a wholly
owned subsidiary of ING, a global financial services holding company
based in The Netherlands.  As a result of this transaction, Equitable was
merged into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc., a Delaware corporation.

FAIR VALUES
Estimated fair values of publicly traded fixed maturities for 1999 are as
reported by an independent pricing service.

STATUTORY
Net loss for Golden American as determined in accordance with statutory
accounting practices was $75,508,000 and $32,198,000 for the nine months
ended September 30, 1999 and 1998, respectively.  Total statutory capital
and surplus was $285,674,000 at September 30, 1999 and $183,045,000 at
December 31, 1998.

RECLASSIFICATIONS
Certain amounts in the September 30, 1998 and December 31, 1998 financial
statements have been reclassified to conform to the September 30, 1999
financial statement presentation.

2.  COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the Statement of Financial
Accounting Standard ("SFAS") No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this
statement had no impact on the Companies' net income or stockholder's
equity.  SFAS No. 130 requires unrealized gains or losses on the

                                          70
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

2.  COMPREHENSIVE INCOME (continued)

Companies' available for sale securities (net of adjustments for value of
purchased insurance in force ("VPIF"), deferred policy acquisition costs
("DPAC"), and deferred income taxes) to be included in other
comprehensive income.

During the third quarter and first nine months of 1999, other
comprehensive income (loss) for the Companies amounted to $2,059,000 and
$(18,000), respectively ($2,426,000 and $5,478,000, respectively, for the
same periods of 1998).  Included in these amounts are other comprehensive
income (loss) for First Golden of $(14,000) and $(258,000) for the third
quarter and first nine months of 1999, respectively ($601,000 and
$1,174,000, respectively, for the same periods of 1998).  Other
comprehensive income (loss) excludes net investment gains (losses)
included in net income which merely represent transfers from unrealized
to realized gains and losses.  These amounts totaled $(460,000) and
$(2,512,000) during the third quarter and first nine months of 1999,
respectively ($263,000 and $388,000, respectively, for the same periods
of 1998).  Such amounts, which have been measured through the date of
sale, are net of income taxes and adjustments for VPIF and DPAC totaling
$(38,000) and $297,000 for the third quarter and first nine months of
1999, respectively ($40,000 and $48,000, respectively, for the same
periods of 1998).

3.  INVESTMENTS

INVESTMENT VALUATION ANALYSIS:  The Companies analyze the investment
portfolio at least quarterly in order to determine if the carrying value
of any investment has been impaired.  The carrying value of debt and
equity securities is written down to fair value by a charge to realized
losses when an impairment in value appears to be other than temporary.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value.  As a result, at December 31, 1998, Golden American recognized a
total pre-tax loss of $973,000 to reduce the carrying value of the bonds
to their combined net realizable value of $2,919,000. During the second
quarter of 1999, further information was received regarding these bonds
and Golden American determined that the carrying value of the two bonds
exceeded their estimated net realizable value. As a result, at June 30,
1999, Golden American recognized a total pre-tax loss of $1,639,000 to
further reduce the carrying value of the bonds to their combined net
realizable value of $1,137,000.

4.  RELATED PARTY TRANSACTIONS

OPERATING AGREEMENTS:  Directed Services, Inc. ("DSI"), an affiliate,
acts as the principal underwriter (as defined in the Securities Act of
1933 and the Investment Company Act of 1940, as amended) and distributor
of the variable insurance products issued by the Companies.  DSI is
authorized to enter into agreements with broker/dealers to distribute the
Companies' variable insurance products and appoint representatives of the
broker/dealers as agents. The Companies paid commissions and expenses to
DSI totaling $50,131,000 in the third quarter and $130,419,000 for the
first nine months of 1999 ($32,104,000 and $82,548,000, respectively, for
the same periods of 1998).

Golden American provides certain managerial and supervisory services to
DSI.  The fee paid by DSI for these services is calculated as a
percentage of average assets in the variable separate accounts.  For the
third quarter and first nine months of 1999, the fee was $2,659,000 and
$6,755,000, respectively ($1,234,000 and $3,257,000, respectively, for
the same periods of 1998).

The Companies have an asset management agreement with ING Investment
Management LLC ("ING IM"), an affiliate, in which ING IM provides asset
management and accounting services.  Under the agreement, the Companies
record a fee based on the value of the assets under management.  The fee
is payable quarterly.  For the third quarter and first nine months of
1999, the Companies incurred fees of $523,000 and

                                          71
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$1,637,000, respectively, under this agreement ($341,000 and $1,013,000,
respectively, for the same periods of 1998).

Golden American has a guaranty agreement with Equitable Life Insurance
Company of Iowa ("Equitable Life"), an affiliate. In consideration of an
annual fee, payable June 30, Equitable Life guarantees to Golden American
that it will make funds available, if needed, to Golden American to pay
the contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and nothing
contained therein or done pursuant thereto by Equitable Life shall be
deemed to constitute, a direct or indirect guaranty by Equitable Life of
the payment of any debt or other obligation, indebtedness or liability,
of any kind or character whatsoever, of Golden American.  The agreement
does not guarantee the value of the underlying assets held in separate
accounts in which funds of variable life insurance and variable annuity
policies have been invested.  The calculation of the annual fee is based
on risk based capital.  As Golden American's risk based capital level was
above required amounts, no annual fee was payable at June 30, 1999 or
1998.

Golden American provides certain advisory, computer and other resources
and services to Equitable Life.  Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $237,000 in
the third quarter of 1999 and $898,000 for the first nine months of 1999
($1,524,000 and $5,091,000, respectively, for the same periods of 1998).

The Companies have a service agreement with Equitable Life in which
Equitable Life provides administrative and financial related services.
Under this agreement, the Companies incurred expenses of $50,000 in the
third quarter of 1999 and $855,000 for the first nine months of 1999
($261,000 and $575,000, respectively, for the same periods of 1998).

The Companies provide resources and services to DSI.  Revenues for these
services, which reduce general expenses incurred by the Companies,
totaled $276,000 in the third quarter of 1999 and $759,000 for the first
nine months of 1999 ($19,000 and $57,000, respectively, for the same
periods of 1998).

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate. Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $159,000 in
the  third quarter of 1999 and $376,000 for the first  nine months of
1999.

For the third quarter of 1999, the Companies received 7.8% of total
premiums (9.7% in the same period of 1998), net of reinsurance, for
variable products sold through four affiliates, Locust Street Securities,
Inc. ("LSSI"), Vestax Securities Corporation ("Vestax"), DSI, and Multi-
Financial Securities Corporation ("Multi-Financial") of $46,600,000,
$12,900,000, $0, and $11,000,000, respectively ($34,600,000, $14,200,000,
$1,800,000, and $4,100,000, respectively, for the same period of 1998).
For the first nine months of 1999, the Companies received 9.5% of total
premiums (10.0% in the same period of 1998), net of reinsurance, from
LSSI, Vestax, DSI, and Multi-Financial of $121,900,000, $72,000,000,
$2,300,000, and $24,400,000, respectively ($92,700,000, $30,000,000,
$10,700,000, and $10,000,000, respectively, for the same period of 1998).

RECIPROCAL LOAN AGREEMENT:  Golden American maintains a reciprocal loan
agreement with ING America Insurance Holdings, Inc. ("ING AIH"), a
Delaware corporation and affiliate, to facilitate the handling of unusual
and/or unanticipated short-term cash requirements.  Under this agreement,
which became effective January 1, 1998 and expires December 31, 2007,
Golden American and ING AIH can borrow up to $65,000,000 from one
another. Prior to lending funds to ING AIH, Golden American must obtain
approval from the Department of Insurance of the State of Delaware.
Interest on any Golden American borrowings is charged at the rate of ING
AIH's cost of funds for the interest period plus 0.15%. Interest on any
ING AIH borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a similar
duration.  Under this agreement, Golden American incurred interest
expense of

                                          72
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$397,000 in the third quarter of 1999 and $633,000 for the
first nine months of 1999 ($505,000 and $1,269,000, respectively, for the
same periods of 1998).  At September 30, 1999, Golden American did not
have any borrowings or receivables from ING AIH under this agreement.

LINE OF CREDIT:  Golden American maintained a line of credit agreement
with Equitable to facilitate the handling of unusual and/or unanticipated
short-term cash requirements.  Under this agreement, which became
effective December 1, 1996 and expired December 31, 1997, Golden American
could borrow up to $25,000,000.  Interest on any borrowings was charged
at the rate of Equitable's monthly average aggregate cost of short-term
funds plus 1.00%.  Under this agreement, Golden American incurred
interest expense of $211,000 for the first quarter of 1998.  The
outstanding balance was paid by a capital contribution from the Parent
and with funds borrowed from ING AIH.

SURPLUS NOTES:  On September 30, 1999, Golden American issued a 7.75%
surplus note in the amount of $75,000,000 to ING AIH. The note matures on
September 29, 2029. Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American. Any payment of principal and/or
interest made is subject to the prior approval of the Delaware Insurance
Commissioner. Under this agreement, Golden American incurred no interest
expense in the third quarter of 1999.

On December 30, 1998, Golden American issued a 7.25% surplus note in the
amount of $60,000,000 to Equitable Life.  The note matures on December
29, 2028.  Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American.  Any payment of principal
and/or interest made is subject to the prior approval of the Delaware
Insurance Commissioner.  Under this agreement, Golden American incurred
interest expense of $1,088,000 in the third quarter of 1999 and
$3,263,000 for the first nine months of 1999.

On December 17, 1996, Golden American issued an 8.25% surplus note in the
amount of $25,000,000 to Equitable. The note matures on December 17,
2026.  Payment of the note and related accrued interest is subordinate to
payments due to policyholders, claimant and beneficiary claims, as well
as debts owed to all other classes of debtors of Golden American.  Any
payment of principal made is subject to the prior approval of the
Delaware Insurance Commissioner.  Golden American incurred interest
totaling $516,000 in the third quarter of 1999 and $1,547,000 for the
first nine months of 1999, unchanged from the same periods of 1998.  As a
result of the merger, the surplus note is now payable to EIC.

STOCKHOLDER'S EQUITY:  During the third quarter of 1999 and the first
nine months of 1999, Golden American received capital contributions from
its Parent of $20,000,000 and $100,000,000, respectively ($0 and
$72,500,000, respectively, for the same periods of 1998).

5.  COMMITMENTS AND CONTINGENCIES

REINSURANCE:  At September 30, 1999, Golden American had reinsurance
treaties with four unaffiliated reinsurers and one affiliated reinsurer
covering a significant portion of the mortality risks under its variable
contracts. Golden American remains liable to the extent its reinsurers do
not meet their obligations under the reinsurance agreements. At September
30, 1999 and 1998, the Companies had a net receivable of $14,041,000 and
$6,539,000, respectively, for reserve credits, reinsurance claims, or
other receivables from these reinsurers comprised of $2,268,000 and
$257,000, respectively, for claims recoverable from reinsurers, $918,000
and $451,000, respectively, for a payable for reinsurance premiums and
$12,691,000 and $6,733,000, respectively, for a receivable from an
unaffiliated reinsurer.  Included in the accompanying financial
statements are net considerations to reinsurers of $2,638,000 in the
third quarter of 1999 and $6,656,000 for the first nine months of 1999
compared to $1,293,000 and $3,259,000, respectively, for the same periods
in 1998.  Also included in the accompanying financial statements are net
policy benefits of

                                          73
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

5.  COMMITMENTS AND CONTINGENCIES (continued)

$2,569,000 in the third quarter of 1999 and $4,008,000 for the first
nine months of 1999 compared to $1,272,000 and $2,096,000, respectively,
for the same periods in 1998.

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The accompanying
financial statements are presented net of the effects of the treaty.

GUARANTY FUND ASSESSMENTS: Assessments are levied on the Companies by
life and health guaranty associations in most states in which the
Companies are licensed to cover losses of policyholders of insolvent or
rehabilitated insurers. In some states, these assessments can be
partially recovered through a reduction in future premium taxes. The
Companies cannot predict whether and to what extent legislative
initiatives may affect the right to offset.  The associated cost for a
particular insurance company can vary significantly based upon its fixed
account premium volume by line of business and state premiums as well as
its potential for premium tax offset.  The Companies have established an
undiscounted reserve to cover such assessments, review information
regarding known failures, and revise estimates of future guaranty fund
assessments.  Accordingly, the Companies accrued and charged to expense
an additional $208,000 and $598,000 in the third quarter and first nine
months of 1998, respectively.  At September 30, 1999, the Companies have
an undiscounted reserve of $2,444,000 to cover estimated future
assessments (net of related anticipated premium tax credits) and have
established an asset totaling $586,000 for assessments paid which may be
recoverable through future premium tax offsets. The Companies believe
this reserve is sufficient to cover expected future guaranty fund
assessments based upon previous premiums and known insolvencies at this
time.

LITIGATION:  The Companies, like other insurance companies, may be named
or otherwise involved in lawsuits, including class action lawsuits and
arbitrations.  In some class action and other actions involving insurers,
substantial damages have been sought and/or material settlement or award
payments have been made.  The Companies currently believe no pending or
threatened lawsuits or actions exist that are reasonably likely to have a
material adverse impact on the Companies.

VULNERABILITY FROM CONCENTRATIONS: The Companies have various
concentrations in the investment portfolio.  The Companies' asset growth,
net investment income, and cash flow are primarily generated from the
sale of variable products and associated future policy benefits and
separate account liabilities.  Substantial changes in tax laws that would
make these products less attractive to consumers and extreme fluctuations
in interest rates or stock market returns, which may result in higher
lapse experience than assumed, could cause a severe impact on the
Companies' financial condition.  Two broker/dealers, each having at least
ten percent of total sales, generated 29% of the Companies' sales during
the first nine months of 1999 (10% by one broker/dealer in the same
period of 1998).  The Premium Plus variable annuity product generated 78%
of the Companies' sales during the first nine months of 1999 (59% in the
same period of 1998).

REVOLVING NOTE PAYABLE:  To enhance short-term liquidity, the Companies
established a revolving note payable effective July 27, 1998 and expiring
July 31, 1999 with SunTrust Bank, Atlanta (the "Bank").  The note was
approved by the Boards of Directors of Golden American and First Golden
on August 5, 1998 and September 29, 1998, respectively.  As of July 31,
1999, the SunTrust Bank, Atlanta revolving note facility was extended to
July 31, 2000.  The total amount the Companies may have outstanding is
$85,000,000, of which Golden American and First Golden have individual
credit sublimits of $75,000,000 and $10,000,000, respectively.  The note
accrues interest at an annual rate equal to: (1)  the cost of funds for
the Bank for the period applicable for the advance plus 0.25% or (2) a
rate quoted by the Bank to the Companies for the advance. The terms of
the agreement require the Companies to maintain the minimum level of
Company Action Level Risk Based Capital as established by applicable
state law or regulation.  During the quarter and nine months ended
September 30, 1999, the Companies paid interest expense of $55,000 and
$109,000, respectively ($6,000 for the same periods of 1998).  At
September 30, 1999, the Companies did not have any borrowings under this
agreement.

                                          74
[Shaded Section Header]
--------------------------------------------------------------------------
      FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying consolidated balance sheets of
Golden American Life Insurance Company as of December 31, 1998 and
1997, and the related consolidated statements of operations,
changes in stockholder's equity, and cash flows for the year ended
December 31, 1998 and for the periods from October 25, 1997
through December 31, 1997, January 1, 1997 through October 24,
1997, August 14, 1996 through December 31, 1996 and January 1,
1996 through August 13, 1996.  These financials are the
responsibility of the Companies' management.  Our responsibility
is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Golden American Life Insurance Company at December 31,
1998 and 1997, and the consolidated results of its operations and
its cash flows for the year ended December 31, 1998 and for the
periods from October 25, 1997 through December 31, 1997, January
1, 1997 through October 24, 1997, August 14, 1996 through December
31, 1996 and January 1, 1996 through August 13, 1996 in conformity
with generally accepted accounting principles.

                                             /s/Ernst & Young LLP

Des Moines, Iowa
February 12, 1999

                                    75
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEETS
                    (Dollars in thousands, except per share data)

                                                  POST-MERGER
                                     ------------------------------------
                                     December 31, 1998  December 31, 1997
                                     -----------------  -----------------
ASSETS
Investments:
  Fixed maturities, available for
    sale, at fair value (cost:
    1998 - $739,772; 1997 -
    $413,288)......................     $  741,985        $  414,401
  Equity securities, at fair value
    (cost: 1998 - $14,437; 1997 -
    $4,437)........................         11,514             3,904
  Mortgage loans on real estate....         97,322            85,093
  Policy loans.....................         11,772             8,832
  Short-term investments...........         41,152            14,460
                                        ----------        ----------
Total investments..................        903,745           526,690
Cash and cash equivalents..........          6,679            21,039
Due from affiliates................          2,983               827
Accrued investment income..........          9,645             6,423
Deferred policy acquisition costs..        204,979            12,752
Value of purchased insurance in
  force............................         35,977            43,174
Current income taxes recoverable...            628               272
Deferred income tax asset..........         31,477            36,230
Property and equipment, less
  allowances for depreciation
  of $801 in 1998 and $97 in 1997..          7,348             1,567
Goodwill, less accumulated
  amortization of $4,408 in 1998
  and $630 in 1997.................        146,719           150,497
Other assets.......................          6,239               755
Separate account assets............      3,396,114         1,646,169
                                        ----------        ----------
Total assets.......................     $4,752,533        $2,446,395
                                        ==========        ==========
See accompanying notes.

                                    76
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                (Dollars in thousands, except per share data)

                                                  POST-MERGER
                                     ------------------------------------
                                     December 31, 1998  December 31, 1997
                                     -----------------  -----------------
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
 Future policy benefits:
 Annuity and interest sensitive life
   products.........................     $  881,112        $  505,304
 Unearned revenue reserve...........          3,840             1,189
 Other policy claims and benefits...             --                10
                                         ----------        ----------
                                            884,952           506,503

Line of credit with affiliate.......             --            24,059
Surplus notes.......................         85,000            25,000
Due to affiliates...................             --                80
Other liabilities...................         32,573            17,271
Separate account liabilities........      3,396,114         1,646,169
                                         ----------        ----------
                                          4,398,639         2,219,082

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
   authorized,issued and outstanding
   250,000 shares...................          2,500            2,500
 Additional paid-in capital.........        347,640          224,997
 Accumulated other comprehensive
   income (loss)....................           (895)             241
 Retained earnings (deficit)........          4,649             (425)
                                         ----------       ----------
Total stockholder's equity..........        353,894          227,313
                                         ----------       ----------
Total liabilities and stockholder's
  equity............................     $4,752,533       $2,446,395
                                         ==========       ==========
See accompanying notes.

                                    77
GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF OPERATIONS
                      (Dollars in thousands)

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
|
|
REVENUES:                                                          |                                     |
 Annuity and interest sensitive                                    |                                     |
  life product charges........    $  39,119           $  3,834     |     $ 18,288           $ 8,768      |     $12,259
 Management fee revenue.......        4,771                508     |        2,262               877      |       1,390
 Net investment income........       42,485              5,127     |       21,656             5,795      |       4,990
 Realized gains (losses) on                                        |                                     |
  investments.................       (1,491)                15     |          151                42      |        (420)
 Other income.................        5,569                236     |          426               486      |          70
                                  ---------           --------     |     --------           -------      |     -------
                                     90,453              9,720     |       42,783            15,968      |      18,289
                                                                   |                                     |
                                                                   |                                     |
INSURANCE BENEFITS AND EXPENSES:                                   |                                     |
 Annuity and interest sensitive                                     |                                     |
 life benefits:                                                    |                                     |
 Interest credited to account                                      |                                     |
  balances.....................      94,845              7,413     |       19,276             5,741      |       4,355
 Benefit claims incurred in                                        |                                     |
  excess of account balances...       2,123                 --     |          125             1,262      |         915
 Underwriting, acquisition                                         |                                     |
  and insurance expenses:                                          |                                     |
  Commissions..................     121,171              9,437     |       26,818             9,866      |      16,549
  General expenses.............      37,577              3,350     |       13,907             5,906      |       9,422
  Insurance taxes..............       4,140                450     |        1,889               672      |       1,225
  Policy acquisition costs                                         |                                     |
    deferred...................    (197,796)           (13,678)    |      (29,003)          (11,712)     |     (19,300)
  Amortization:                                                    |                                     |
   Deferred policy acquisition                                     |                                     |
     costs.....................       5,148                892     |        1,674               244      |       2,436
   Value of purchased insurance                                    |                                     |
     in force..................       4,724                948     |        5,225             2,745      |         951
   Goodwill....................       3,778                630     |        1,398               589      |          --
                                  ---------          ---------     |     --------            ------      |     -------
                                     75,710              9,442     |       41,309            15,313      |      16,553
                                                                   |                                     |
Interest expense...............       4,390                557     |        2,082                85      |          --
                                  ---------          ---------     |     --------            ------      |     -------
                                     80,100              9,999     |       43,391            15,398      |      16,553
                                  ---------          ---------     |     --------            ------      |     -------
Income (loss) before income                                        |                                     |
  taxes........................      10,353               (279)    |         (608)              570      |       1,736
                                                                   |                                     |
Income taxes...................       5,279                146     |       (1,337)              220      |      (1,463)
                                  ---------          ---------     |     --------            ------      |     -------
Net income (loss)..............   $   5,074          $    (425)    |     $    729           $   350      |    $  3,199
                                  =========          =========     |     ========           =======      |    ========
See accompanying notes.

                                    78
GOLDEN AMERICAN LIFE INSURANCE COMPANY
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                      (Dollars in thousands)

                                                                       Accumulated
                                             Redeemable   Additional      Other       Retained          Total
                                   Common    Preferred      Paid-in   Comprehensive   Earnings      Stockholder's
                                   Stock       Stock        Capital   Income (Loss)   (Deficit)        Equity
                                   ------------------------------------------------------------------------------
                                                                   PRE-ACQUISITION
                                   ------------------------------------------------------------------------------
Balance at January 1, 1996........ $2,500     $50,000     $  45,030     $   658         $  (63)      $  98,125
 Comprehensive income:
  Net income......................     --          --            --          --          3,199           3,199
  Change in net unrealized
   investment gains  (losses).....     --          --            --      (1,175)            --          (1,175)
                                                                                                     ---------
 Comprehensive income.............                                                                       2,024
 Preferred stock dividends........     --          --            --          --           (719)           (719)
                                    ------    -------      --------     -------         ------       ---------
Balance at August 13, 1996........ $2,500     $50,000     $  45,030    $   (517)        $2,417       $  99,430
                                   ======     =======      ========    ========         ======       =========
------------------------------------------------------------------------------
                                                                  POST-ACQUISITION
                                   ------------------------------------------------------------------------------
Balance at August 14, 1996........ $2,500     $50,000     $  87,372          --             --        $139,872
 Comprehensive income:
  Net income......................     --          --            --          --         $  350             350
  Change in net unrealized
   investment gains (losses)......     --          --            --     $   262             --             262
                                                                                                      --------
 Comprehensive income.............                                          612
 Contribution of preferred stock
  to additional paid-in capital...     --     (50,000)       50,000          --             --              --
                                    ------    -------      --------     -------         ------        --------
Balance at December 31, 1996......   2,500         --       137,372         262            350         140,484
 Comprehensive income:
  Net income......................      --         --            --          --            729             729
  Change in net unrealized
   investment gains (losses)......      --         --            --       1,543             --           1,543
                                                                                                      --------
 Comprehensive income.............                                        2,272
 Contribution of capital..........      --         --         1,121          --             --           1,121
                                    ------    -------      --------     -------         ------        --------
Balance at October 24, 1997         $2,500         --      $138,493      $1,805         $1,079        $143,877
                                    ======    =======      ========      ======         ======        ========
------------------------------------------------------------------------------
                                                                     POST-MERGER
                                   ------------------------------------------------------------------------------
Balance at October 25, 1997.......  $2,500         --      $224,997          --             --      $227,497
 Comprehensive loss:
   Net loss.......................      --         --            --          --         $ (425)         (425)
  Change in net unrealized
   investment gains (losses)......      --         --            --     $   241             --           241
                                                                                                    --------
 Comprehensive loss...............                                                                      (184)
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1997......   2,500         --       224,997         241           (425)      227,313
 Comprehensive income:
  Net income......................      --         --            --          --          5,074         5,074
  Change in net unrealized
   investment gains (losses)......      --         --            --      (1,136)            --        (1,136)
                                                                                                    --------
 Comprehensive income.............                                                                     3,938
 Contribution of capital..........      --         --       122,500          --             --       122,500
 Other............................      --         --           143          --             --           143
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1998......  $2,500         --      $347,640     $  (895)        $4,649      $353,894
                                    ======    =======      ========     =======         ======      ========
See accompanying notes.

                                    79
GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Dollars in thousands)

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
|
|
OPERATING ACTIVITIES                                               |                                     |
Net income (loss)............     $   5,074           $   (425)    |     $    729           $    350     |     $   3,199
Adjustments to reconcile net                                       |                                     |
 income (loss) to net cash                                         |                                     |
 provided by (used in)                                             |                                     |
 operations:                                                       |                                     |
 Adjustments related to annuity                                    |                                     |
  and interest sensitive life                                      |                                     |
  products:                                                        |                                     |
  Interest credited and other                                      |                                     |
   charges on interest                                             |                                     |
   sensitive products........         94,690             7,361     |       19,177              5,106     |         4,472
  Change in unearned                                               |                                     |
   revenues..................          2,651             1,189     |        3,292              2,063     |         2,084
 Decrease (increase) in                                            |                                     |
  accrued investment income..         (3,222)            1,205     |       (3,489)              (877)    |        (2,494)
 Policy acquisition costs                                          |                                     |
  deferred...................       (197,796)          (13,678)    |      (29,003)           (11,712)    |       (19,300)
 Amortization of deferred                                          |                                     |
  policy acquisition costs...          5,148               892     |        1,674                244     |         2,436
 Amortization of value of                                          |                                     |
  purchased insurance in                                           |                                     |
  force......................          4,724               948     |        5,225              2,745     |           951
 Change in other assets,                                           |                                     |
  other liabilities and                                            |                                     |
  accrued income taxes.......          9,891             4,205     |       (8,944)               (96)    |         4,672
 Provision for depreciation                                        |                                     |
  and amortization...........          8,147             1,299     |        3,203              1,242     |           703
 Provision for deferred                                            |                                     |
  income taxes...............          5,279               146     |          316                220     |        (1,463)
 Realized (gains) losses on                                        |                                     |
  investments................          1,491               (15)    |         (151)               (42)    |           420
                                   ---------          --------     |      --------           --------    |     ---------
Net cash provided by (used                                         |                                     |
 in)operating activities.....        (63,923)            3,127     |       (7,971)              (757)    |        (4,320)
                                                                   |                                     |
INVESTING ACTIVITIES                                               |                                     |
Sale, maturity or repayment                                        |                                     |
 of investments:                                                    |                                     |
 Fixed maturities - available                                      |                                     |
  for sale                           145,253             9,871     |       39,622             47,453     |        55,091
 Mortgage loans on real                                            |                                     |
  estate.....................          3,791             1,644     |        5,828                 40     |            --
 Short-term investments-net..             --                --     |       11,415              2,629     |           354
                                   ---------          --------     |     --------           --------     |     ---------
                                     149,044            11,515     |       56,865             50,122     |        55,445
Acquisition of investments:                                        |                                     |
 Fixed maturities - available                                      |                                     |
  for sale...................       (476,523)          (29,596)    |     (155,173)          (147,170)    |      (184,589)
 Equity securities...........        (10,000)               (1)    |       (4,865)                (5)    |            --
 Mortgage loans on real                                            |                                     |
  estate.....................        (16,390)          (14,209)    |      (44,481)           (31,499)    |            --
 Policy loans - net..........         (2,940)             (328)    |       (3,870)              (637)    |        (1,977)
 Short-term investments-net..        (26,692)          (13,244)    |           --                 --     |            --
                                   ---------          --------     |     --------           --------     |     ---------
                                    (532,545)          (57,378)    |     (208,389)          (179,311)    |      (186,566)
Purchase of property and                                           |                                     |
 equipment...................         (6,485)             (252)    |         (875)              (137)    |            --
                                   ---------          --------     |     --------           --------     |     ---------
Net cash used in investing                                         |                                     |
 activities..................       (389,986)          (46,115)    |     (152,399)          (129,326)    |      (131,121)
See accompanying notes.

                                    80
GOLDEN AMERICAN LIFE INSURANCE COMPANY
         CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                      (Dollars in thousands)

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
|
|
FINANCING ACTIVITIES                                               |                                     |
Proceeds from issuance of                                          |                                     |
 surplus note................     $  60,000                --      |           --           $ 25,000     |            --
Proceeds from reciprocal loan                                      |                                     |
 agreement borrowings........       500,722                --      |           --                 --     |            --
Repayment of reciprocal loan                                       |                                     |
 agreement borrowings........      (500,722)               --      |           --                 --     |            --
Proceeds from revolving                                            |                                     |
 note payable................       108,495                --      |           --                 --     |            --
Repayment of revolving note                                        |                                     |
 payable.....................      (108,495)               --      |           --                 --     |            --
Proceeds from line of credit                                       |                                     |
 borrowings..................            --           $10,119      |    $  97,124                 --     |            --
Repayment of line of credit                                        |                                     |
borrowings...................            --            (2,207)     |      (80,977)                --     |            --
Receipts from annuity and                                          |                                     |
 interest sensitive life                                           |                                     |
 policies credited to                                              |                                     |
 account balances............       593,428            62,306      |      261,549            116,819     |      $149,750
Return of account balances                                         |                                     |
 on annuity and interest                                           |                                     |
 sensitive life policies.....       (72,649)           (6,350)     |      (13,931)            (3,315)    |        (2,695)
Net reallocations to Separate                                      |                                     |
 Accounts                          (239,671)          (17,017)     |      (93,069)           (10,237)    |        (8,286)
Contributions of capital by                                        |                                     |
 parent......................        98,441                --      |        1,011                 --     |            --
Dividends paid on preferred                                        |                                     |
 stock.......................            --                --      |           --                 --     |          (719)
Net cash provided by                                               |                                     |
 financing activities........       439,549            46,851      |      171,707            128,267     |       138,050
                                                                   |                                     |
Increase (decrease) in cash                                        |                                     |
 and cash equivalents........       (14,360)            3,863      |       11,337             (1,816)    |         2,609
Cash and cash equivalents at                                       |                                     |
 beginning of period.........        21,039            17,176      |        5,839              7,655     |         5,046
Cash and cash equivalents at                                       |                                     |
 end of period...............     $   6,679           $21,039      |    $  17,176           $  5,839     |      $  7,655
                                                                   |                                     |
SUPPLEMENTAL DISCLOSURE                                            |                                     |
  OF CASH FLOW INFORMATION                                         |                                     |
Cash paid during the period                                        |                                     |
 for:                                                              |                                     |
 Interest....................     $   4,305           $   295      |    $   1,912                 --     |            --
 Income taxes................            99                --      |          283                 --     |            --
Non-cash financing activities:                                     |                                     |
 Non-cash adjustment to                                            |                                     |
  additional paid-in capital                                       |                                     |
  for adjusted merger costs..           143                --      |           --                 --     |            --
Contribution of property and                                       |                                     |
  equipment from EIC Variable,                                     |                                     |
  Inc. net of $353 of                                              |                                     |
  accumulated depreciation...            --                --      |          110                 --     |            --
Contribution of capital from                                       |                                     |
  parent to repay line of                                          |                                     |
  credit borrowings..........        24,059                --      |           --                 --     |            --
See accompanying notes.

                                    81
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The consolidated financial statements include Golden American Life
Insurance Company ("Golden American") and its wholly owned
subsidiary, First Golden American Life Insurance Company of New
York ("First Golden," and with Golden American, collectively, the
"Companies"). All significant intercompany accounts and
transactions have been eliminated.

ORGANIZATION

Golden American, a wholly owned subsidiary of Equitable of Iowa
Companies, Inc., offers variable insurance products and is
licensed as a life insurance company in the District of Columbia
and all states except New York. On January 2, 1997 and December
23, 1997, First Golden became licensed to sell insurance products
in New York and Delaware, respectively. The Companies' products
are marketed by broker/dealers, financial institutions and
insurance agents. The Companies' primary customers are consumers
and corporations.

On October 24, 1997, PFHI Holding, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of
Equitable of Iowa Companies ("Equitable") according to the terms
of an Agreement and Plan of Merger ("Merger Agreement") dated July
7, 1997 among Equitable, PFHI and ING Groep N.V. ("ING"). PFHI is
a wholly owned subsidiary of ING, a global financial services
holding company based in The Netherlands. As a result of this
transaction, Equitable was merged into PFHI, which was
simultaneously renamed Equitable of Iowa Companies, Inc. ("EIC" or
the "Parent"), a Delaware corporation. See Note 6 for additional
information regarding the merger.

On August 13, 1996, Equitable acquired all of the outstanding
capital stock of BT Variable, Inc. (subsequently known as EIC
Variable, Inc.) and its wholly owned subsidiaries, Golden American
and Directed Services, Inc. ("DSI") from Whitewood Properties
Corporation ("Whitewood"). See Note 7 for additional information
regarding the acquisition.

For financial statement purposes, the ING merger was accounted for
as a purchase effective October 25, 1997 and the change in control
of Golden American through the acquisition of BT Variable, Inc.
was accounted for as a purchase effective August 14, 1996. The
merger and acquisition resulted in new bases of accounting
reflecting estimated fair values of assets and liabilities at
their respective dates. As a result, the Companies' financial
statements for the periods after October 24, 1997 are presented on
the Post-Merger new basis of accounting, for the period August 14,
1996 through October 24, 1997 are presented on the Post-
Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented on the Pre-Acquisition basis of accounting.

INVESTMENTS

Fixed Maturities: The Companies account for their investments
under the Statement of Financial Accounting Standards ("SFAS") No.
115, "Accounting for Certain Investments in Debt and Equity
Securities," which requires fixed maturities to be designated as
either "available for sale," "held for investment" or "trading."
Sales of fixed maturities designated as "available for sale" are
not restricted by SFAS No. 115. Available for sale securities are
reported at fair value and unrealized gains and losses on these
securities are included directly in stockholder's equity, after
adjustment for related changes in value

                                    82
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

of purchased insurance in force ("VPIF"), deferred policy acquisition
costs ("DPAC") and deferred income taxes. At December 31, 1998 and 1997,
all of the Companies' fixed maturities are designated as available
for sale, although the Companies are not precluded from designating
fixed maturities as held for investment or trading at some future date.

Securities determined to have a decline in value that is other
than temporary are written down to estimated fair value, which
becomes the new cost basis by a charge to realized losses in the
Companies' Statements of Operations. Premiums and discounts are
amortized/accrued utilizing a method which results in a constant
yield over the securities' expected lives. Amortization/accrual of
premiums and discounts on mortgage and other asset-backed
securities incorporates a prepayment assumption to estimate the
securities' expected lives.

Equity Securities: Equity securities are reported at estimated
fair value if readily marketable. The change in unrealized
appreciation and depreciation of marketable equity securities (net
of related deferred income taxes, if any) is included directly in
stockholder's equity. Equity securities determined to have a
decline in value that is other than temporary are written down to
estimated fair value, which then becomes the new cost basis by a
charge to realized losses in the Companies' Statements of
Operations.

Mortgage Loans: Mortgage loans on real estate are reported at cost
adjusted for amortization of premiums and accrual of discounts. If
the value of any mortgage loan is determined to be impaired (i.e.,
when it is probable the Companies will be unable to collect all
amounts due according to the contractual terms of the loan
agreement), the carrying value of the mortgage loan is reduced to
the present value of expected future cash flows from the loan
discounted at the loan's effective interest rate, or to the loan's
observable market price, or the fair value of the underlying
collateral. The carrying value of impaired loans is reduced by the
establishment of a valuation allowance which is adjusted at each
reporting date for significant changes in the calculated value of
the loan. Changes in this valuation allowance are charged or
credited to income.

Other Investments: Policy loans are reported at unpaid principal.
Short-term investments are reported at cost, adjusted for
amortization of premiums and accrual of discounts.

Realized Gains and Losses:  Realized gains and losses are
determined on the basis of specific identification and average
cost methods for manager initiated and issuer initiated disposals,
respectively.

Fair Values:  Estimated fair values, as reported herein, of
conventional mortgage-backed securities not actively traded in a
liquid market and publicly traded fixed maturities are estimated
using a third party pricing system. This pricing system uses a
matrix calculation assuming a spread over U.S. Treasury bonds
based upon the expected average lives of the securities. Fair
values of private placement bonds are estimated using a matrix
that assumes a spread (based on interest rates and a risk
assessment of the bonds) over U.S. Treasury bonds. Estimated fair
values of equity securities which consist of the Companies'
investment in its registered separate accounts are based upon the
quoted fair value of the securities comprising the individual
portfolios underlying the separate accounts.

                                    83
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

CASH AND CASH EQUIVALENTS

For purposes of the accompanying Statements of Cash Flows, the
Companies consider all demand deposits and interest-bearing
accounts not related to the investment function to be cash
equivalents. All interest-bearing accounts classified as cash
equivalents have original maturities of three months or less.

DEFERRED POLICY ACQUISITION COSTS

Certain costs of acquiring new insurance business, principally
first year commissions and interest bonuses, extra credit bonuses
and other expenses related to the production of new business, have
been deferred. Acquisition costs for variable annuity and variable
life products are being amortized generally in proportion to the
present value (using the assumed crediting rate) of expected
future gross profits. This amortization is adjusted
retrospectively when the Companies revise their estimate of
current or future gross profits to be realized from a group of
products. DPAC is adjusted to reflect the pro forma impact of
unrealized gains and losses on fixed maturities the Companies have
designated as "available for sale" under SFAS No. 115.

VALUE OF PURCHASED INSURANCE IN FORCE

As a result of the merger and the acquisition, a portion of the
purchase price related to each transaction was allocated to the
right to receive future cash flows from existing insurance
contracts. This allocated cost represents VPIF which reflects the
value of those purchased policies calculated by discounting
actuarially determined expected future cash flows at the discount
rate determined by the purchaser. Amortization of VPIF is charged
to expense in proportion to expected gross profits of the
underlying business. This amortization is adjusted retrospectively
when the Companies revise the estimate of current or future gross
profits to be realized from the insurance contracts acquired. VPIF
is adjusted to reflect the pro forma impact of unrealized gains
and losses on available for sale fixed maturities. See Notes 6 and
7 for additional information on VPIF resulting from the merger and
acquisition.

PROPERTY AND EQUIPMENT

Property and equipment primarily represent leasehold improvements,
office furniture, certain other equipment and capitalized computer
software and are not considered to be significant to the
Companies' overall operations. Property and equipment are reported
at cost less allowances for depreciation. Depreciation expense is
computed primarily on the basis of the straight-line method over
the estimated useful lives of the assets.

GOODWILL

Goodwill was established as a result of the merger and is being
amortized over 40 years on a straight-line basis. Goodwill
established as a result of the acquisition was being amortized
over 25 years on a straight-line basis. See Notes 6 and 7 for
additional information on the merger and acquisition.

FUTURE POLICY BENEFITS

Future policy benefits for divisions with fixed interest
guarantees of the variable products are established utilizing the
retrospective deposit accounting method. Policy reserves represent
the premiums received plus accumulated interest, less mortality
and administration charges. Interest credited to these policies
ranged from 3.00% to 10.00% during 1998, 3.30% to 8.25% during
1997 and 4.00% to 7.25% during 1996. The unearned revenue reserve
represents unearned distribution fees.  These distribution fees
have been deferred and are amortized over the life of the
contracts in proportion to expected gross profits.

                                    84
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEPARATE ACCOUNTS

Assets and liabilities of the separate accounts reported in the
accompanying Balance Sheets represent funds separately
administered principally for variable annuity and variable life
contracts. Contractholders, rather than the Companies, bear the
investment risk for the variable products. At the direction of the
contractholders, the separate accounts invest the premiums from
the sale of variable products in shares of specified mutual funds.
The assets and liabilities of the separate accounts are clearly
identified and segregated from other assets and liabilities of the
Companies. The portion of the separate account assets equal to the
reserves and other liabilities of variable annuity and variable
life contracts cannot be charged with liabilities arising out of
any other business the Companies may conduct.

Variable separate account assets are carried at fair value of the
underlying investments and generally represent contractholder
investment values maintained in the accounts. Variable separate
account liabilities represent account balances for the variable
annuity and variable life contracts invested in the separate
accounts; the fair value of these liabilities is equal to their
carrying amount. Net investment income and realized and unrealized
capital gains and losses related to separate account assets are
not reflected in the accompanying Statements of Operations.

Product charges recorded by the Companies from variable products
consist of charges applicable to each contract for mortality and
expense risk, cost of insurance, contract administration and
surrender charges. In addition, some variable annuity and all
variable life contracts provide for a distribution fee collected
for a limited number of years after each premium deposit. Revenue
recognition of collected distribution fees is amortized over the
life of the contract in proportion to its expected gross profits.
The balance of unrecognized revenue related to the distribution
fees is reported as an unearned revenue reserve.

DEFERRED INCOME TAXES

Deferred tax assets or liabilities are computed based on the
difference between the financial statement and income tax bases of
assets and liabilities using the enacted marginal tax rate.
Deferred tax assets or liabilities are adjusted to reflect the pro
forma impact of unrealized gains and losses on equity securities
and fixed maturities the Companies have designated as available
for sale under SFAS No. 115. Changes in deferred tax assets or
liabilities resulting from this SFAS No. 115 adjustment are
charged or credited directly to stockholder's equity. Deferred
income tax expenses or credits reflected in the Companies'
Statements of Operations are based on the changes in the deferred
tax asset or liability from period to period (excluding the SFAS
No. 115 adjustment).

DIVIDEND RESTRICTIONS
Golden American's ability to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed
an annual limit. During 1999, Golden American cannot pay dividends
to its Parent without prior approval of statutory authorities.

Under the provisions of the insurance laws of the State of New
York, First Golden cannot distribute any dividends to its
stockholder unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed at least thirty days
in advance of the proposed declaration. If the Superintendent
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution
by giving written notice to First Golden within thirty days after
the filing.
                                    85
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEGMENT REPORTING

As of December 31, 1998, the Companies adopted the SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 131 superseded SFAS No. 14, "Financial
Reporting for Segments of a Business Enterprise." SFAS No. 131
establishes standards for the way public business enterprises
report information about operating segments in annual financial
statements and requires enterprises to report selected information
about operating segments in interim financial reports. SFAS No.
131 also establishes standards for related disclosures about
products and services, geographic areas and major customers.

The Companies manage their business as one segment, the sale of
variable products designed to meet customer needs for tax-
advantaged methods of saving for retirement and protection from
unexpected death. Variable products are sold to consumers and
corporations throughout the United States. The adoption of SFAS
No. 131 did not affect the results of operations or financial
position of the Companies.

USE OF ESTIMATES

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions affecting the amounts reported in
the financial statements and accompanying notes. Actual results
could differ from those estimates.

Management is required to utilize historical experience and
assumptions about future events and circumstances in order to
develop estimates of material reported amounts and disclosures.
Included among the material (or potentially material) reported
amounts and disclosures that require extensive use of estimates
and assumptions are (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values
of policyholder liabilities, (2) policyholder liabilities, (3)
deferred policy acquisition costs and value of purchased insurance
in force, (4) fair values of assets and liabilities recorded as a
result of merger and acquisition transactions, (5) asset valuation
allowances, (6) guaranty fund assessment accruals, (7) deferred
tax benefits (liabilities) and (8) estimates for commitments and
contingencies including legal matters, if a liability is
anticipated and can be reasonably estimated. Estimates and
assumptions regarding all of the proceeding are inherently subject
to change and are reassessed periodically. Changes in estimates
and assumptions could materially impact the financial statements.

RECLASSIFICATIONS

Certain amounts in the financial statements for the periods ended
within the years ended December 31, 1997 and 1996 have been
reclassified to conform to the December 31, 1998 financial
statement presentation.

2.   BASIS OF FINANCIAL REPORTING

The financial statements of the Companies differ from related
statutory-basis financial statements principally as follows: (1)
acquisition costs of acquiring new business are deferred and
amortized over the life of the policies rather than charged to
operations as incurred; (2) an asset representing the present
value of future cash flows from insurance contracts acquired was
established as a result of the merger/acquisition and is amortized
and charged to expense; (3) future policy benefit reserves for
divisions with fixed interest guarantees of the variable products
are based on full account values, rather than the greater of cash
surrender value or amounts derived from discounting methodologies
utilizing statutory interest rates; (4) reserves are reported
before reduction for reserve credits related to

                                    86
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

2.   BASIS OF FINANCIAL REPORTING (continued)

reinsurance ceded and a receivable is established, net of an allowance
for uncollectible amounts, for these credits rather than presented net
of these credits; (5) fixed maturity investments are designated as
"available for sale" and valued at fair value with unrealized
appreciation/depreciation, net of adjustments to value of
purchased insurance in force, deferred policy acquisition costs
and deferred income taxes (if applicable), credited/charged
directly to stockholder's equity rather than valued at amortized
cost; (6) the carrying value of fixed maturities is reduced to
fair value by a charge to realized losses in the Statements of
Operations when declines in carrying value are judged to be other
than temporary, rather than through the establishment of a formula-
determined statutory investment reserve (carried as a liability),
changes in which are charged directly to surplus; (7) deferred
income taxes are provided for the difference between the financial
statement and income tax bases of assets and liabilities; (8) net
realized gains or losses attributed to changes in the level of
interest rates in the market are recognized when the sale is
completed rather than deferred and amortized over the remaining
life of the fixed maturity security; (9) a liability is
established for anticipated guaranty fund assessments, net of
related anticipated premium tax credits, rather than capitalized
when assessed and amortized in accordance with procedures
permitted by insurance regulatory authorities; (10) revenues for
variable products consist of policy charges applicable to each
contract for the cost of insurance, policy administration charges,
amortization of policy initiation fees and surrender charges
assessed rather than premiums received; (11) the financial
statements of Golden American's wholly owned subsidiary are
consolidated rather than recorded at the equity in net assets;
(12) surplus notes are reported as liabilities rather than as
surplus; and (13) assets and liabilities are restated to fair
values when a change in ownership occurs, with provisions for
goodwill and other intangible assets, rather than continuing to be
presented at historical cost.

The net loss for Golden American as determined in accordance with
statutory accounting practices was $68,002,000 in 1998, $428,000
in 1997 and $9,188,000 in 1996. Total statutory capital and
surplus was $183,045,000 at December 31, 1998 and $76,914,000 at
December 31, 1997.

                                    87
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS

INVESTMENT RESULTS

Major categories of net investment income are summarized below:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
|
|
Fixed maturities.............     $35,224             $4,443       |     $18,488            $5,083       |     $4,507
Equity securities............          --                  3       |          --               103       |         --
Mortgage loans on                                                  |                                     |
 real estate.................       6,616                879       |       3,070               203       |         --
Policy loans.................         619                 59       |         482                78       |         73
Short-term                                                         |                                     |
 investments.................       1,311                129       |         443               441       |        341
Other, net...................         246               (154)      |          24                 2       |         22
Funds held in                                                      |                                     |
 escrow......................          --                 --       |          --                --       |        145
                                  -------             ------       |     -------            ------       |     ------
Gross investment                                                   |                                     |
 income......................      44,016              5,359       |      22,507             5,910       |      5,088
Less investment                                                    |                                     |
 expenses....................      (1,531)              (232)      |        (851)             (115)      |        (98)
                                  -------             ------       |     -------            ------       |     ------
Net investment                                                     |                                     |
 income......................     $42,485             $5,127       |     $21,656            $5,795       |     $4,990
                                  =======             ======       |     =======            ======       |     ======
Realized gains (losses) on investments are as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
|
|
Fixed maturities:                                                  |                                     |
 available for sale..........     $(1,428)            $25          |     $151               $42          |     $(420)
Mortgage loans...............         (63)            (10)         |       --                --          |        --
                                  -------             ---          |     ----               ---          |     -----
Realized gains (losses)                                            |                                     |
 on investments..............     $(1,491)            $15          |     $151               $42          |     $(420)
                                  =======             ===          |     ====               ===          |     =====
88
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

The change in unrealized appreciation (depreciation) of securities
at fair value is as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
|
|
Fixed maturities:                                                  |                                     |
 Available for sale..........     $1,100              $(3,494)     |     $4,197             $2,497       |      $(3,045)
 Held for investment.........         --                   --      |         --                 --       |          (90)
Equity securities............     (2,390)                 (68)     |       (462)                (4)      |           (2)
                                  ------              -------      |     ------             ------       |      -------
Unrealized appreciation                                            |                                     |
 (depreciation) of                                                 |                                     |
 securities..................    $(1,290)             $(3,562)     |     $3,735             $2,493       |      $(3,137)
                                 =======              =======      |     ======             ======       |      =======
At December 31, 1998 and December 31, 1997, amortized cost, gross
unrealized gains and losses and estimated fair values of fixed
maturities, all of which are designated as available for sale, are
as follows:

                                                               POST-MERGER
                                       ---------------------------------------------------------
                                                         Gross            Gross        Estimated
                                       Amortized       Unrealized      Unrealized        Fair
                                          Cost           Gains            Losses         Value
                                       ---------       ----------      ----------      ---------
                                                          (Dollars in thousands)
DECEMBER 31, 1998
U.S. government and governmental
 agencies and authorities............. $ 13,568          $  182          $   (8)       $ 13,742
Foreign governments...................    2,028               8              --           2,036
Public utilities......................   67,710             546            (447)         67,809
Corporate securities..................  365,569           4,578          (2,658)        367,489
Other asset-backed securities.........   99,877             281          (1,046)         99,112
Mortgage-backed securities............  191,020           1,147            (370)        191,797
                                       --------          ------         -------        --------
Total................................. $739,772          $6,742         $(4,529)       $741,985
                                       ========          ======         =======        ========

DECEMBER 31, 1997
U.S. government and governmental
  agencies and authorities............ $  5,705          $    5         $    (1)       $  5,709
Foreign governments...................    2,062              --              (9)          2,053
Public utilities......................   26,983              55              (4)         27,034
Corporate securities..................  259,798           1,105            (242)        260,661
Other asset-backed securities.........    3,155              32              --           3,187
Mortgage-backed securities............  115,585             202             (30)        115,757
                                       --------          ------         -------        --------
Total................................. $413,288          $1,399         $  (286)       $414,401
                                       ========          ======         =======        ========
89
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

At December 31, 1998, net unrealized investment gains on fixed
maturities designated as available for sale totaled $2,213,000.
Appreciation of $1,005,000 was included in stockholder's equity at
December 31, 1998 (net of an adjustment of $203,000 to VPIF, an
adjustment of $455,000 to DPAC and deferred income taxes of
$550,000). Short-term investments with maturities of 30 days or
less have been excluded from the above schedules. Amortized cost
approximates fair value for these securities.

Amortized cost and estimated fair value of fixed maturities
designated as available for sale, by contractual maturity, at
December 31, 1998 are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right
to call or prepay obligations with or without call or prepayment
penalties.

                                                   POST-MERGER
                                           ---------------------------
                                           Amortized        Estimated
December 31, 1998                             Cost          Fair Value
----------------------------------------------------------------------
                                              (Dollars in thousands)
Due within one year......................  $ 50,208          $ 50,361
Due after one year through five years....   310,291           311,943
Due after five years through ten years...    78,264            78,541
Due after ten years......................    10,112            10,231
                                            448,875           451,076
Other asset-backed securities............    99,877            99,112
Mortgage-backed securities...............   191,020           191,797
                                           --------          --------
Total....................................  $739,772          $741,985
                                           ========          ========

An analysis of sales, maturities and principal repayments of the
Companies' fixed maturities portfolio is as follows:

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
POST-MERGER
For the year ended December 31, 1998:
Scheduled principal repayments,
 calls and tenders......................  $102,504       $ 60      $    (3)    $102,561
Sales...................................    43,204        518       (1,030)      42,692
                                          --------       ----      -------     --------
Total...................................  $145,708       $578      $(1,033)    $145,253
                                          ========       ====      =======     ========

For the period October 25, 1997 through
 December 31, 1997:
Scheduled principal repayments,
 calls and tenders.....................   $  6,708      $  2            --     $  6,710
Sales..................................      3,138        23            --        3,161
                                          --------      ----       -------     --------
Total..................................   $  9,846      $ 25            --     $  9,871
                                          ========      ====       =======     ========
90
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
POST- ACQUISITION
For the period January 1, 1997 through
 October 24, 1997:
Scheduled principal repayments,
 calls and tenders.....................    $25,419         --         --       $25,419
Sales..................................     14,052       $153       $ (2)       14,203
                                           -------       ----       ----       -------
Total..................................    $39,471       $153       $ (2)      $39,622
                                           =======       ====       ====       =======
For the period August 14, 1996 through
 December 31, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,612         --         --       $ 1,612
Sales.................................      45,799       $115       $(73)       45,841
                                           -------       ----       ----       -------
Total.................................     $47,411       $115       $(73)      $47,453
                                           =======       ====       ====       =======

PRE-ACQUISITION
For the period January 1, 1996 through
 August 13, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,801         --         --       $ 1,801
Sales.................................      53,710       $152      $(572)       53,290
                                           -------       ----      -----       -------
Total.................................     $55,511       $152      $(572)      $55,091
                                           =======       ====      =====       =======
Investment Valuation Analysis: The Companies analyze the
investment portfolio at least quarterly in order to determine if
the carrying value of any investment has been impaired. The
carrying value of debt and equity securities is written down to
fair value by a charge to realized losses when an impairment in
value appears to be other than temporary. During the year ended
December 31, 1998, Golden American recognized a loss on two fixed
maturity investments of $973,000. During 1997 and 1996, no
investments were identified as having an other than temporary
impairment.

Investments on Deposit: At December 31, 1998 and 1997, affidavits
of deposits covering bonds with a par value of $6,470,000 and
$6,605,000, respectively, were on deposit with regulatory
authorities pursuant to certain statutory requirements.

Investment Diversifications: The Companies' investment policies
related to the investment portfolio require diversification by
asset type, company and industry and set limits on the amount
which can be invested in an individual issuer. Such policies are
at least as restrictive as those set forth by regulatory
authorities. The following percentages relate to holdings at
December 31, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (26% in 1998, 30% in 1997),
conventional mortgage-backed securities (25% in 1998, 13% in
1997), financial companies (19% in 1998, 24% in 1997), other asset-
backed securities (11% in 1998) and various government bonds and
government or agency mortgage-backed securities (5% in 1998, 17%
in 1997). Mortgage loans on real estate have been analyzed

                                    91
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

by geographical location with concentrations by state identified as
California (12% in 1998 and 1997), Utah (11% in 1998, 13% in 1997)
and Georgia (10% in 1998, 11% in 1997). There are no other
concentrations of mortgage loans in any state exceeding ten
percent at December 31, 1998 and 1997. Mortgage loans on real
estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (36% in 1998, 43% in
1997), industrial buildings (32% in 1998, 33% in 1997) and retail
facilities (20% in 1998, 15% in 1997).  Equity securities are not
significant to the Companies' overall investment portfolio.

No investment in any person or its affiliates (other than bonds
issued by agencies of the United States government) exceeded ten
percent of stockholder's equity at December 31, 1998.

4.   COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the SFAS  No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes new
rules for the reporting and display of comprehensive income and
its components; however, the adoption of this statement had no
impact on the Companies' net income or stockholder's equity. SFAS
No. 130 requires unrealized gains or losses on the Companies'
available for sale securities (net of VPIF, DPAC and deferred
income taxes) to be included in other comprehensive income.  Prior
to the adoption of SFAS No. 130, unrealized gains (losses) were
reported separately in stockholder's equity. Prior year financial
statements have been reclassified to conform to the requirements
of SFAS No. 130.

Total comprehensive income (loss) for the Companies includes
$1,015,000 for the year ended December 31, 1998 for First Golden
($159,000, $536,000 and $(57,000), respectively, for the periods
October 25, 1997 through December 31, 1997, January 1, 1997
through October 24, 1997 and December 17, 1996 through December
31, 1996). Other comprehensive income excludes net investment
gains (losses) included in net income which merely represent
transfers from unrealized to realized gains and losses. These
amounts total $(2,133,000) in 1998. Such amounts, which have been
measured through the date of sale, are net of income taxes and
adjustments to VPIF and DPAC totaling $705,000 in 1998.

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments," requires disclosure of estimated fair value of all
financial instruments, including both assets and liabilities
recognized and not recognized in a company's balance sheet, unless
specifically exempted. SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments,"
requires additional disclosures about derivative financial
instruments. Most of the Companies' investments, investment
contracts and debt fall within the standards' definition of a
financial instrument. Fair values for the Companies' insurance
contracts other than investment contracts are not required to be
disclosed. In cases where quoted market prices are not available,
estimated fair values are based on estimates using present value
or other valuation techniques. Those techniques are significantly
affected by the assumptions used, including the discount rate and
estimates of future cash flows. Accounting, actuarial and
regulatory bodies are continuing to study the methodologies to be
used in developing fair value information, particularly as it
relates to such things as liabilities for insurance contracts.
Accordingly, care should be exercised in deriving conclusions
about the Companies' business or financial condition based on the
information presented herein.

The Companies closely monitor the composition and yield of
invested assets, the duration and interest credited on insurance
liabilities and resulting interest spreads and timing of cash
flows. These amounts
                                    92
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

are taken into consideration in the Companies' overall management
of interest rate risk, which attempts to minimize exposure to changing
interest rates through the matching of investment cash flows with amounts
expected to be due under insurance contracts.  These assumptions may not
result in values consistent with those obtained through an actuarial
appraisal of the Companies' business or values that might arise in
a negotiated transaction.

The following compares carrying values as shown for financial
reporting purposes with estimated fair values:

                                                   POST-MERGER
                                 -----------------------------------------------
                                    December 31, 1998       December 31, 1997
                                 ----------------------  -----------------------
                                              Estimated              Estimated
                                   Carrying     Fair      Carrying     Fair
                                    Value       Value      Value       Value
                                 -----------  ---------  ----------  -----------
                                             (Dollars in thousands)
ASSETS
Fixed maturities, available
 for sale......................  $  741,985  $  741,985  $  414,401   $  414,401
Equity securities..............      11,514      11,514       3,904        3,904
Mortgage loans on real estate..      97,322      99,762      85,093       86,348
Policy loans...................      11,772      11,772       8,832        8,832
Short-term investments.........      41,152      41,152      14,460       14,460
Cash and cash equivalents......       6,679       6,679      21,039       21,039
Separate account assets........  $3,396,114  $3,396,114  $1,646,169   $1,646,169

LIABILITIES
Annuity products...............     869,009     827,597     493,181      469,714
Surplus notes..................      85,000      90,654      25,000       28,837
Line of credit with affiliate..          --          --      24,059       24,059
Separate account liabilities...   3,396,114   3,396,114   1,646,169    1,646,169
The following methods and assumptions were used by the Companies
in estimating fair values.

Fixed Maturities: Estimated fair values of conventional mortgage-
backed securities not actively traded in a liquid market and
publicly traded securities are estimated using a third party
pricing system. This pricing system uses a matrix calculation
assuming a spread over U.S. Treasury bonds based upon the expected
average lives of the securities.

Equity Securities: Estimated fair values of equity securities,
which consist of the Companies' investment in the portfolios
underlying its separate accounts, are based upon the quoted fair
value of individual securities comprising the individual
portfolios. For equity securities not actively traded, estimated
fair values are based upon values of issues of comparable returns
and quality.

Mortgage Loans on Real Estate: Fair values are estimated by
discounting expected cash flows, using interest rates currently
offered for similar loans.

Policy Loans: Carrying values approximate the estimated fair value
for policy loans.

                                    93
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

Short-Term Investments and Cash and Cash Equivalents: Carrying
values reported in the Companies' historical cost basis balance
sheet approximate estimated fair value for these instruments due
to their short-term nature.

Separate Account Assets: Separate account assets are reported at
the quoted fair values of the individual securities in the
separate accounts.

Annuity Products: Estimated fair values of the Companies'
liabilities for future policy benefits for the divisions of the
variable annuity products with fixed interest guarantees and for
supplemental contracts without life contingencies are stated at
cash surrender value, the cost the Companies would incur to
extinguish the liability.

Surplus Notes: Estimated fair value of the Companies' surplus
notes were based upon discounted future cash flows using a
discount rate approximating the Companies' return on invested
assets.

Line Of Credit With Affiliate: Carrying value reported in the
Companies' historical cost basis balance sheet approximates
estimated fair value for this instrument.

Separate Account Liabilities: Separate account liabilities are
reported at full account value in the Companies' historical cost
balance sheet. Estimated fair values of separate account
liabilities are equal to their carrying amount.

6.   MERGER

Transaction:  On October 23, 1997, Equitable's shareholders
approved the Merger Agreement dated July 7, 1997 among Equitable,
PFHI and ING. On October 24, 1997, PFHI, a Delaware corporation,
acquired all of the outstanding capital stock of Equitable
according to the Merger Agreement. PFHI is a wholly owned
subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn,
owned all the outstanding capital stock of Equitable Life
Insurance Company of Iowa ("Equitable Life") and Golden American
and their wholly owned subsidiaries. In addition, Equitable owned
all the outstanding capital stock of Locust Street Securities,
Inc. ("LSSI"), Equitable Investment Services, Inc. (subsequently
dissolved), DSI, Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds
Distributor, Inc.). In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock and assumed approximately $400 million
in debt. As a result of this transaction, Equitable was merged
into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent"), a Delaware corporation.
All costs of the merger, including expenses to terminate certain
benefit plans, were paid by the Parent.

Accounting Treatment:  The merger was accounted for as a purchase
resulting in a new basis of accounting, reflecting estimated fair
values for assets and liabilities at October 24, 1997. The
purchase price was allocated to EIC and its subsidiaries with
$227,497,000 allocated to the Companies. Goodwill was established
for the excess of the merger cost over the fair value of the net
assets and attributed to EIC and its subsidiaries including Golden
American and First Golden. The amount of goodwill allocated to the
Companies relating to the merger was $151,127,000 at the merger
date and is being amortized over 40 years on a straight-line
basis. The carrying value of goodwill will be reviewed
periodically for any indication of impairment in value. The
Companies' DPAC, previous balance of VPIF and unearned revenue
reserve, as of the merger date, were eliminated and a new asset of
$44,297,000 representing VPIF was established for all policies in
force at the merger date.

                                    94
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

6.   Merger (continued)

Value of Purchased Insurance In Force:  As part of the merger, a
portion of the acquisition cost was allocated to the right to
receive future cash flows from insurance contracts existing with
the Companies at the merger date. This allocated cost represents
VPIF reflecting the value of those purchased policies calculated
by discounting the actuarially determined expected future cash
flow at the discount rate determined by ING.

An analysis of the VPIF asset is as follows:

                                                POST-MERGER
                                   -------------------------------------
                                                        For the period
                                      For the year     October 25, 1997
                                         ended              through
                                   December 31, 1998   December 31, 1997
                                   -----------------   -----------------
                                           (Dollars in thousands)

Beginning balance.................      $43,174              $44,297
                                        --------             --------
Imputed interest..................        2,802                1,004
Amortization......................       (7,753)              (1,952)
Changes in assumptions of
 timing of gross profits..........          227                   --
                                        --------             --------
Net amortization..................       (4,724)                (948)
Adjustment for unrealized gains
 on available for sale
 securities.......................          (28)                (175)
Adjustment for other receivables
 and merger costs.................       (2,445)                  --
                                        --------             --------
Ending balance....................      $35,977              $43,174
                                        =======              =======
Interest is imputed on the unamortized balance of VPIF at a rate
of 7.38% for the year ended December 31, 1998 and 7.03% for the
period October 25, 1997 through December 31, 1997. The
amortization of VPIF, net of imputed interest, is charged to
expense. VPIF decreased $2,664,000 in the second quarter of 1998
to adjust the value of other receivables at merger date and
increased $219,000 in the first quarter of 1998 as a result of an
adjustment to the merger costs. VPIF is adjusted for the
unrealized gains (losses) on available for sale securities; such
changes are included directly in stockholder's equity. Based on
current conditions and assumptions as to the impact of future
events on acquired policies in force, the expected approximate net
amortization relating to VPIF as of December 31, 1998 is
$4,300,000 in 1999, $4,000,000 in 2000, $3,900,000 in 2001,
$3,700,000 in 2002 and $3,300,000 in 2003. Actual amortization may
vary based upon changes in assumptions and experience.

7.   ACQUISITION

Transaction:  On August 13, 1996, Equitable acquired all of the
outstanding capital stock of BT Variable from Whitewood, a wholly
owned subsidiary of Bankers Trust Company ("Bankers Trust"),
according to the terms of the Purchase Agreement dated May 3, 1996
between Equitable and Whitewood. In exchange for the outstanding
capital stock of BT Variable, Equitable paid the sum of
$93,000,000 in cash to Whitewood in accordance with the terms of
the Purchase Agreement. Equitable also paid the sum of $51,000,000
in cash to Bankers Trust to retire certain debt owed by BT
Variable to Bankers Trust pursuant to a revolving credit arrangement.
After the acquisition, the BT Variable, Inc. name was changed to EIC
Variable, Inc. On April 30, 1997, EIC Variable, Inc. was liquidated
and its investments in

                                    95
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

7.   Acquisition (continued)

Golden American and DSI were transferred to Equitable, while the
remainder of its net assets were contributed to Golden American.
On December 30, 1997, EIC Variable, Inc. was dissolved.

Accounting Treatment:  The acquisition was accounted for as a
purchase resulting in a new basis of accounting, which reflected
estimated fair values for assets and liabilities at August 13,
1996. The purchase price was allocated to the three companies
purchased - BT Variable, DSI and Golden American. The allocation
of the purchase price to Golden American was approximately
$139,872,000. Goodwill was established for the excess of the
purchase price over the fair value of the net assets acquired and
attributed to Golden American. The amount of goodwill relating to
the acquisition was $41,113,000 and was amortized over 25 years on
a straight-line basis until the October 24, 1997 merger with ING.
Golden American's DPAC, previous balance of VPIF and unearned
revenue reserve, as of the acquisition date, were eliminated and
an asset of $85,796,000 representing VPIF was established for all
policies in force at the acquisition date.

Value of Purchased Insurance In Force:  As part of the
acquisition, a portion of the acquisition cost was allocated to
the right to receive future cash flows from the insurance
contracts existing with Golden American at the date of
acquisition. This allocated cost represents VPIF reflecting the
value of those purchased policies calculated by discounting the
actuarially determined expected future cash flows at the discount
rate determined by Equitable.

An analysis of the VPIF asset is as follows:

                                           POST-ACQUISITION           | PRE-ACQUISITION
                                  ------------------------------------|----------------
                                  For the period     For the period   | For the period
                                  January 1, 1997    August 14,1996   | January 1, 1996
                                      through           through       |     through
                                  October 24, 1997  December 31, 1996 | August 13, 1996
                                  ----------------  ----------------- | ---------------
                                                (Dollars in thousands)
|
Beginning balance................      $83,051           $85,796      |      $6,057
                                       -------           -------      |      ------
Imputed interest.................        5,138             2,465      |         273
Amortization.....................      (12,656)           (5,210)     |      (1,224)
Changes in assumption of                                              |      ------
 timing of gross profits.........        2,293                --      |          --
                                       -------           -------      |
Net amortization.................       (5,225)           (2,745)     |        (951)
Adjustment for unrealized gains                                       |
 (losses) on available for sale                                       |
 securities......................         (373)               --      |          11
                                       -------           -------      |      ------
Ending balance                         $77,453           $83,051      |      $5,117
                                       =======           =======      |      ======
Pre-Acquisition VPIF represents the remaining value assigned to in
force contracts when Bankers Trust purchased Golden American from
Mutual Benefit Life Insurance Company in Rehabilitation ("Mutual
Benefit") on September 30, 1992.

Interest was imputed on the unamortized balance of VPIF at rates
of 7.70% to 7.80% for the period August 14, 1996 through October
24, 1997. The amortization of VPIF net of imputed interest was
charged to expense. VPIF was also adjusted for the unrealized
gains (losses) on available for sale securities; such changes were
included directly in stockholder's equity.

8.   INCOME TAXES

Golden American files a consolidated federal income tax return.
Under the Internal Revenue Code, a newly acquired insurance
company cannot file as part of its parent's consolidated tax
return for 5 years.

                                    96
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

8.   INCOME TAXES(continued)

At December 31, 1998, the Companies have net operating loss
("NOL") carryforwards for federal income tax purposes of
approximately $50,917,000. Approximately $5,094,000, $3,354,000
and $42,469,000 of these NOL carryforwards are available to offset
future taxable income of the Companies through the years 2011,
2012 and 2013, respectively.

INCOME TAX EXPENSE

Income tax expense (benefit) included in the consolidated
financial statements is as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
|
|
Current.....................          --                --         |     $    12              --         |          --
Deferred....................      $5,279              $146         |     (1,349)            $220         |     $(1,463)
                                  ------              ----         |                                     |
                                  $5,279              $146         |     $(1,337)           $220         |     $(1,463)
                                  ======              ====         |     =======            ====         |     =======
The effective tax rate on income (loss) before income taxes is
different from the prevailing federal income tax rate. A
reconciliation of this difference is as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
|
|
|                                     |
Income (loss) before                                               |                                     |
 income taxes..............       $10,353             $(279)       |     $ ( 608)           $570         |     $1,736
                                  =======             =====        |     =======            ====         |     ======
Income tax (benefit) at                                            |                                     |
 federal statutory rate....       $ 3,624             $ (98)       |     $  (213)           $200         |     $  607
Tax effect (decrease) of:                                          |                                     |
 Realization of NOL                                                |                                     |
   carryforwards...........            --                --        |         --               --         |     (1,214)
 Goodwill amortization.....         1,322               220        |         --               --         |         --
 Compensatory stock                                                |                                     |
  option and restricted                                            |                                     |
  stock expense............            --                --        |     (1,011)              --         |         --
 Meals and                                                         |                                     |
  entertainment............           157                23        |         53               20         |         --
 Other items...............           176                 1        |       (166)              --         |         --
Change in valuation                                                |                                     |
 allowance.................            --                --        |         --               --         |       (856)
                                  =------             -----        |    -------             ----         |    -------
Income tax expense                                                 |                                     |
 (benefit).................       $ 5,279             $ 146        |    $(1,337)            $220         |    $(1,463)
                                  =======             =====        |    =======             ====         |    =======
97
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

8.   INCOME TAXES (continued)

DEFERRED INCOME TAXES

The tax effect of temporary differences giving rise to the
Companies' deferred income tax assets and liabilities at December
31, 1998 and 1997 is as follows:

                                                  POST-MERGER
                                       ------------------------------------
                                       December 31, 1998  December 31, 1997
                                       -----------------  -----------------
                                              (Dollars in thousands)
Deferred tax assets:
 Net unrealized depreciation of
  securities at fair value..........     $    691                    --
 Future policy benefits.............       66,273               $27,399
 Deferred policy acquisition costs..           --                 4,558
 Goodwill...........................       16,323                17,620
 Net operating loss carryforwards...       17,821                 3,044
 Other..............................        1,272                 1,548
                                         --------               -------
                                          102,380                54,169

Deferred tax liabilities:
 Net unrealized appreciation of
  securities at fair value..........             --               (130)
 Fixed maturity securities..........         (1,034)            (1,665)
 Deferred policy acquisition costs..        (55,520)                --
 Mortgage loans on real estate......           (845)              (845)
 Value of purchased insurance in
  force.............................        (12,592)           (15,172)
 Other..............................           (912)              (127)
                                           --------           --------
                                            (70,903)           (17,939)
                                           --------           --------
Deferred income tax asset...........       $ 31,477           $ 36,230
                                           ========           ========

The Companies are required to establish a "valuation allowance"
for any portion of the deferred tax assets management believes
will not be realized. In the opinion of management, it is more
likely than not the Companies will realize the benefit of the
deferred tax assets; therefore, no such valuation allowance has
been established.

9.   RETIREMENT PLANS

Defined Benefit Plans:  In 1998 and 1997, the Companies were
allocated their share of the pension liability associated with
their employees. The Companies' employees are covered by the
employee retirement plan of an affiliate, Equitable Life. Further,
Equitable Life sponsors a defined contribution plan that is
qualified under Internal Revenue Code Section 401(k). The
following tables summarize the benefit obligations and the funded
status for pension benefits over the two-year period ended
December 31, 1998:

                                    98
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

9.   RETIREMENT PLANS (continued)

                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at January 1............   $  956          $192
Service cost...............................    1,138           682
Interest cost..............................       97            25
Actuarial loss.............................    2,266            57
Benefit payments...........................      (3)           --
                                              ------          ----
Benefit obligation at December 31..........   $4,454          $956
                                              ======          ====

                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
FUNDED STATUS
Funded status at December 31...............  $(4,454)        $(956)
Unrecognized net loss......................    2,266            --
                                             -------         -----
Net amount recognized......................  $(2,188)        $(956)
                                             =======         =====

During 1998 and 1997, the Companies' plan assets were held by
Equitable Life, an affiliate.

The weighted-average assumptions used in the measurement of the
Companies' benefit obligation are as follows:

                                                1998          1997
                                               ------        ------
DECEMBER 31
Discount rate................................   6.75%         7.25%
Expected return on plan assets...............   9.50          9.00
Rate of compensation increase................   4.00          5.00

The following table provides the net periodic benefit cost for the
fiscal years 1998 and 1997:

                                        POST-MERGER               | POST-ACQUISITION
                             ------------------------------------ | ----------------
                                                For the period    |  For the period
                                For the year     October 25,1997  |  January 1,1997
                                   ended             through      |      through
                             December 31, 1998  December 31, 1997 | October 24, 1997
                             -----------------  ----------------- | ----------------
                                                  (Dollars in thousands)
|
Service cost................      $1,138               $114       |        $568
Interest cost...............          97                 10       |          15
Amortization of net loss....          --                 --       |           1
                                  ------               ----       |        ----
Net periodic benefit cost...      $1,235               $124       |        $584
                                  ======               ====       |        ====
There were no gains or losses resulting from curtailments or settlements
during 1998 or 1997.

                                    99
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

9.   RETIREMENT PLANS (continued)

The projected benefit obligation, accumulated benefit obligation
and fair value of plan assets for pension plans with accumulated
benefit obligations in excess of plan assets were $4,454,000,
$3,142,000 and $0, respectively, as of December 31, 1998 and
$956,000, $579,000 and $0, respectively, as of December 31, 1997.

10.  RELATED PARTY TRANSACTIONS

Operating Agreements:  DSI acts as the principal underwriter (as
defined in the Securities Act of 1933 and the Investment Company
Act of 1940, as amended) and distributor of the variable insurance
products issued by the Companies. DSI is authorized to enter into
agreements with broker/dealers to distribute the Companies'
variable insurance products and appoint representatives of the
broker/dealers as agents. For the year ended December 31, 1998 and
for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, the Companies paid
commissions to DSI totaling $117,470,000, $9,931,000 and
$26,419,000, respectively ($9,995,000 for the period August 14,
1996 through December 31, 1996 and $17,070,000 for the period
January 1, 1996 through August 13, 1996).

Golden American provides certain managerial and supervisory
services to DSI. The fee paid by DSI for these services is
calculated as a percentage of average assets in the variable
separate accounts. For the year ended December 31, 1998 and for
the periods October 25, 1997 through December 31, 1997 and January
1, 1997 through October 24, 1997, the fee was $4,771,000, $508,000
and $2,262,000, respectively. For the periods August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996 the fee was $877,000 and $1,390,000, respectively.

Effective January 1, 1998, the Companies have an asset management
agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management services.
Under the agreement, the Companies record a fee based on the value
of the assets under management. The fee is payable quarterly. For
the year ended December 31, 1998, the Companies incurred fees of
$1,504,000 under this agreement.

Prior to 1998, the Companies had a service agreement with
Equitable Investment Services, Inc. ("EISI"), an affiliate, in
which EISI provided investment management services. Payments for
these services totaled $200,000, $768,000 and $72,000 for the
periods October 25, 1997 through December 31, 1997, January 1,
1997 through October 24, 1997 and August 14, 1996 through December
31, 1996, respectively.

Golden American has a guaranty agreement with Equitable Life, an
affiliate. In consideration of an annual fee, payable June 30,
Equitable Life guarantees to Golden American that it will make
funds available, if needed, to Golden American to pay the
contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and
nothing contained therein or done pursuant thereto by Equitable
Life shall be deemed to constitute, a direct or indirect guaranty
by Equitable Life of the payment of any debt or other obligation,
indebtedness or liability, of any kind or character whatsoever, of
Golden American. The agreement does not guarantee the value of the
underlying assets held in separate accounts in which funds of
variable life insurance and variable annuity policies have been
invested. The calculation of the annual fee is based on risk based
capital. As Golden American's risk based capital level was above
required amounts, no annual fee was payable in 1998 or in 1997.

Golden American provides certain advisory, computer and other
resources and services to Equitable Life. Revenues for these
services, which reduced general expenses incurred by Golden
American, totaled $5,833,000 for the year ended December 31, 1998
($1,338,000 and $2,992,000 for the periods October 25,

                                    100
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

10.  RELATED PARTY TRANSACTIONS (continued)

1997 through December 31, 1997 and January 1, 1997 through October
24, 1997, respectively). No services were provided by Golden American
in 1996.

The Companies have a service agreement with Equitable Life in
which Equitable Life provides administrative and financial related
services. Under this agreement, the Companies incurred expenses of
$1,058,000 for the year ended December 31, 1998 ($13,000 and
$16,000 for the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997, respectively).

First Golden provides resources and services to DSI. Revenues for
these services, which reduce general expenses incurred by the
Companies, totaled $75,000 in 1998.

For the year ended December 31, 1998, the Companies had premiums,
net of reinsurance, for variable products from four affiliates,
Locust Street Securities, Inc., Vestax Securities Corporation, DSI
and Multi-Financial Securities Corporation of $122,900,000,
$44,900,000, $13,600,000 and $13,400,000, respectively.  The
Companies had premiums, net reinsurance, for variable products
from three affiliates, Locust Street Securities, Inc., Vestax
Securities Corporation and DSI of $9,300,000, $1,900,000 and
$2,100,000 respectively, for the period October 25, 1997 through
December 31, 1997 ($16,900,000, $1,200,000 and $400,000 for the
period January 1, 1997 through October 24, 1997, respectively).

Reciprocal Loan Agreement:  Golden American maintains a reciprocal
loan agreement with ING America Insurance Holdings, Inc. ("ING
AIH"), a Delaware corporation and affiliate, to facilitate the
handling of unusual and/or unanticipated short-term cash
requirements. Under this agreement which became effective January
1, 1998 and expires December 31, 2007, Golden American and ING AIH
can borrow up to $65,000,000 from one another. Prior to lending
funds to ING AIH, Golden American must obtain the approval of the
State of Delaware Department of Insurance. Interest on any Golden
American borrowings is charged at the rate of ING AIH's cost of
funds for the interest period plus 0.15%. Interest on any ING AIH
borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a
similar duration. Under this agreement, Golden American incurred
interest expense of $1,765,000 in 1998. At December 31, 1998,
Golden American did not have any borrowings or receivables from
ING AIH under this agreement.

Line of Credit:  Golden American maintained a line of credit
agreement with Equitable to facilitate the handling of unusual
and/or unanticipated short-term cash requirements. Under this
agreement which became effective December 1, 1996 and expired
December 31, 1997, Golden American could borrow up to $25,000,000.
Interest on any borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%.
Under this agreement, Golden American incurred interest expense of
$211,000 for the year ended December 31, 1998 ($213,000 for the
period October 25, 1997 through December 31, 1997, $362,000 for
the period January 1, 1997 through October 24, 1997 and $85,000
for the period August 14, 1996 through December 31, 1996). The
outstanding balance was paid by a capital contribution.

Surplus Notes:  On December 30, 1998, Golden American issued a
7.25% surplus note in the amount of $60,000,000 to Equitable Life.
The note matures on December 29, 2028. The note and related
accrued interest is subordinate to payments due to policyholders,
claimant and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of
Golden American. Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred no interest in 1998.

                                    101
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

10.  RELATED PARTY TRANSACTIONS (continued)
On December 17, 1996, Golden American issued an 8.25% surplus note
in the amount of $25,000,000 to Equitable. The note matures on
December 17, 2026. The note and related accrued interest is
subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of
debtors of Golden American. Any payment of principal made is
subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred interest totaling
$2,063,000 in 1998 ($344,000 and $1,720,000 for the periods
October 25, 1997 through December 31, 1997 and January 1, 1997
through October 24, 1997, respectively). On December 17, 1996,
Golden American contributed the $25,000,000 to First Golden
acquiring 200,000 shares of common stock (100% of outstanding
stock) of First Golden.

Stockholder's Equity:  On September 23, 1996, EIC Variable, Inc.
contributed $50,000,000 of Preferred Stock to the Companies'
additional paid-in capital. During 1998, Golden American received
$122,500,000 of capital contributions from its Parent.

11.  COMMITMENTS AND CONTINGENCIES

Contingent Liability:  In a transaction that closed on September
30, 1992, Bankers Trust acquired from Mutual Benefit, in
accordance with the terms of an Exchange Agreement, all of the
issued and outstanding capital stock of Golden American and DSI
and certain related assets for consideration with an aggregate
value of $13,200,000 and contributed them to BT Variable. The
transaction involved settlement of pre-existing claims of Bankers
Trust against Mutual Benefit. The ultimate value of these claims
has not yet been determined by the Superior Court of New Jersey
and, prior to August 13, 1996, was contingently supported by a
$5,000,000 note payable from Golden American and a $6,000,000
letter of credit from Bankers Trust. Bankers Trust estimated the
contingent liability due from Golden American amounted to $439,000
at August 13, 1996. At August 13, 1996, the balance of the escrow
account established to fund the contingent liability was
$4,293,000.

On August 13, 1996, Bankers Trust made a cash payment to Golden
American in an amount equal to the balance of the escrow account
less the $439,000 contingent liability discussed above. In
exchange, Golden American irrevocably assigned to Bankers Trust
all of Golden American's rights to receive any amounts to be
disbursed from the escrow account in accordance with the terms of
the Exchange Agreement. Bankers Trust also irrevocably agreed to
make all payments becoming due under the Golden American note and
to indemnify Golden American for any liability arising from the
note.

Reinsurance:  At December 31, 1998, the Companies had reinsurance
treaties with four unaffiliated reinsurers and one affiliated
reinsurer covering a significant portion of the mortality risks
under variable contracts. The Companies remain liable to the
extent reinsurers do not meet their obligations under the
reinsurance agreements. Reinsurance ceded in force for life
mortality risks were $111,552,000 and $96,686,000 at December 31,
1998 and 1997, respectively. At December 31, 1998, the Companies
have a net receivable of $7,470,000 for reserve credits,
reinsurance claims or other receivables from these reinsurers
comprised of $439,000 for claims recoverable from reinsurers,
$543,000 for a payable for reinsurance premiums and $7,574,000 for
a receivable from an unaffiliated reinsurer. Included in the
accompanying financial statements are net considerations to
reinsurers of $4,797,000, $326,000, $1,871,000, $875,000 and
$600,000 and net policy benefits recoveries of $2,170,000,
$461,000, $1,021,000, $654,000 and $1,267,000 for the year ended
December 31, 1998 and for the periods October 25, 1997 through
December 31, 1997, January 1, 1997 through October 24, 1997,
August 14, 1996 through December 31, 1996 and January 1, 1996
through August 13, 1996, respectively.

                                    102
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

11.  COMMITMENTS AND CONTINGENCIES (continued)

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The
accompanying financial statements are presented net of the effects
of the treaty which increased income by $1,022,000, $265,000,
$335,000, $10,000 and $56,000 for the year ended December 31, 1998
and for the periods October 25, 1997 through December 31, 1997,
January 1, 1997 through October 24, 1997, August 14, 1996 through
December 31, 1996 and January 1, 1996 through August 13, 1996,
respectively.

Guaranty Fund Assessments:  Assessments are levied against the
Companies by life and health guaranty associations in most states
in which the Companies are licensed to cover losses of
policyholders of insolvent or rehabilitated insurers. In some
states, these assessments can be partially recovered through a
reduction in future premium taxes. The Companies cannot predict
whether and to what extent legislative initiatives may affect the
right to offset. The associated cost for a particular insurance
company can vary significantly based upon its fixed account
premium volume by line of business and state premiums as well as
its potential for premium tax offset. The Companies have
established an undiscounted reserve to cover such assessments and
regularly reviews information regarding known failures and revises
its estimates of future guaranty fund assessments. Accordingly,
the Companies accrued and charged to expense an additional
$1,123,000 for the year ended December 31, 1998, $141,000 for the
period October 25, 1997 through December 31, 1997, $446,000 for
the period January 1, 1997 through October 24, 1997, $291,000 for
the period August 14, 1996 through December 31, 1996 and $480,000
for the period January 1, 1996 through August 13, 1996. At
December 31, 1998, the Companies have an undiscounted reserve of
$2,446,000 to cover estimated future assessments (net of related
anticipated premium tax credits) and has established an asset
totaling $586,000 for assessments paid which may be recoverable
through future premium tax offsets. The Companies believe this
reserve is sufficient to cover expected future guaranty fund
assessments, based upon previous premiums, and known insolvencies
at this time.

Litigation:  The Companies, like other insurance companies, may be
named or otherwise involved in lawsuits, including class action
lawsuits. In some class action and other lawsuits involving
insurers, substantial damages have been sought and/or material
settlement payments have been made. The Companies currently
believe no pending or threatened lawsuits exist that are
reasonably likely to have a material adverse impact on the
Companies.

Vulnerability from Concentrations:  The Companies have various
concentrations in its investment portfolio (see Note 3 for further
information). The Companies' asset growth, net investment income
and cash flow are primarily generated from the sale of variable
products and associated future policy benefits and separate
account liabilities. Substantial changes in tax laws that would
make these products less attractive to consumers and extreme
fluctuations in interest rates or stock market returns which may
result in higher lapse experience than assumed could cause a
severe impact to the Companies' financial condition. Two
broker/dealers generated 27% of the Companies' sales (53% by two
broker/dealers during 1997).

Leases:  The Companies lease their home office space, certain
other equipment and capitalized computer software under operating
leases which expire through 2018. During the year ended December
31, 1998 and for the periods October 25, 1997 through December 31,
1997, January 1, 1997 through October 24, 1997, August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996, rent expense totaled $1,241,000, $39,000, $331,000, $147,000
and $247,000, respectively. At December 31, 1998, minimum rental
payments due under all non-cancelable operating leases with
initial terms of one

                                    103
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

11.  COMMITMENTS AND CONTINGENCIES (continued)

year or more are: 1999 - $1,528,000; 2000 - $1,429,000; 2001 - $1,240,000;
2002 - $1,007,000; 2003 - $991,000 and 2004 and thereafter - $5,363,000.

Revolving Note Payable:  To enhance short-term liquidity, the
Companies have established a revolving note payable effective July
27, 1998 and expiring July 31, 1999 with SunTrust Bank, Atlanta
(the "Bank"). The note was approved by the Boards of Directors of
Golden American and First Golden on August 5, 1998 and September
29, 1998, respectively. The total amount the Companies may have
outstanding is $85,000,000, of which Golden American and First
Golden have individual credit sublimits of $75,000,000 and
$10,000,000, respectively. The note accrues interest at an annual
rate equal to: (1) the cost of funds for the Bank for the period
applicable for the advance plus 0.25% or (2) a rate quoted by the
Bank to the Companies for the advance. The terms of the agreement
require the Companies to maintain the minimum level of Company
Action Level Risk Based Capital as established by applicable state
law or regulation. During the year ended December 31, 1998, the
Companies incurred interest expense of $352,000. At December 31,
1998, the Companies did not have any borrowings under this
agreement.

                                    104
STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS
      ITEM                                                PAGE
      Introduction                                           1
      Description of Golden American Life Insurance Company  1
      Safekeeping of Assets                                  1
      The Administrator                                      1
      Independent Auditors                                   1
      Distribution of Contracts                              1
      Performance Information                                2
      IRA Withdrawal Option                                  7
      Other Information                                      7
      Financial Statements of Separate Account B             7
      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 THIS
PROSPECTUS.  SEND THE FORM TO OUR CUSTOMER SERVICE CENTER AT THE ADDRESS
SHOWN ON THE PROSPECTUS COVER.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

               __________________________________________________
               NAME

               __________________________________________________
               SOCIAL SECURITY NUMBER

               __________________________________________________
               STREET ADDRESS

               __________________________________________________
               CITY, STATE, ZIP

105119  (02/00)
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
This page intentionally left blank.
APPENDIX A
                     CONDENSED FINANCIAL INFORMATION

Except for the Equity, Growth and Income, Small Company Growth, Asset
Allocation, High Quality Bond, Investors, Large Cap Value, All Cap and
Managed Global subaccounts which commenced operations as of the date of
this prospectus (or soon after), the following tables give (1) the
accumulation unit value ("AUV"), (2) the total number of accumulation
units, and (3) the total accumulation unit value, for each subaccount of
Golden American Separate Account B available under the Contract for the
indicated periods.  The date on which the subaccount became available to
investors and the starting accumulation unit value are indicated on the
last row of each table.  The Equity, Growth and Income, Small Company
Growth, Asset Allocation and High Quality Bond subaccounts have starting
accumulation unit values of $10.00.

LIQUID ASSET
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.33            1,185,641      $   16,985       |
| 1997       13.83              131,429           1,818       |
| 10/1/97    13.71                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.11              839,093       $  11,842       |
        | 1997       13.65               61,012             846       |
        | 10/1/97    13.53                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.88            2,967,968      $   41,195       |
                | 1997       13.44              298,288           4,009       |
                | 10/1/97    13.33                   --              --       |
                |-------------------------------------------------------------|

LIMITED MATURITY BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.77              633,316       $  10,620       |
| 1997       15.91               16,839             268       |
| 10/1/97    15.72                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.52              334,521        $  5,526       |
        | 1997       15.70               10,105             159       |
        | 10/1/97    15.52                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.25              910,113       $  14,787       |
                | 1997       15.47               12,557             195       |
                | 10/1/97    15.29                   --              --       |
                |-------------------------------------------------------------|

GLOBAL FIXED INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  13.09              187,670        $  2,456       |
| 1997       11.87                3,418              41       |
| 10/1/97    11.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $13.00               80,199          $1,043       |
        | 1997       11.81                  310               4       |
        | 10/1/97    11.93                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $12.92              180,373        $  2,330       |
                | 1997       11.75                6,455              76       |
                | 10/1/97    11.87                   --              --       |
                |-------------------------------------------------------------|

                                     A1
TOTAL RETURN
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.72            1,708,118       $  30,264       |
| 1997       16.10               54,291             874       |
| 10/1/97    16.10                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $17.60            1,404,222       $  24,713       |
        | 1997       16.02               25,888             415       |
        | 10/1/97    15.75                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $17.49            3,742,869       $  65,449       |
                | 1997       15.94              147,659           2,354       |
                | 10/1/97    15.68                   --              --       |
                |-------------------------------------------------------------|

EQUITY INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.94              257,646        $  5,652       |
| 1997       20.55               26,372             542       |
| 10/1/97    20.55                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.61              207,605        $  4,486       |
        | 1997       20.28               13,243             269       |
        | 10/1/97    20.29                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.26              713,431       $  15,164       |
                | 1997       19.97               35,002             699       |
                | 10/1/97    19.99                   --              --       |
                |-------------------------------------------------------------|

FULLY MANAGED
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  20.53              593,655       $  12,189       |
| 1997       19.66               36,852             725       |
| 10/1/97     9.49                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $20.23              512,203       $  10,361       |
        | 1997       19.40               28,440             552       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $19.90            1,673,484       $  33,294       |
                | 1997       19.11              108,003           2,064       |
                | 10/1/97    18.96                   --              --       |
                |-------------------------------------------------------------|

RISING DIVIDENDS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.61            1,802,632       $  40,757       |
| 1997       20.09               50,068           1,006       |
| 10/1/97    19.30                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.43            1,454,269       $  32,624       |
        | 1997       19.96               34,332             685       |
        | 10/1/97    19.19                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.22            4,169,562       $  92,659       |
                | 1997       19.81              169,648           3,360       |
                | 10/1/97    19.05                   --              --       |
                |-------------------------------------------------------------|

                                     A2
CAPITAL GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.01            1,393,674       $  23,707       |
| 1997       15.41              101,866           1,569       |
| 10/1/97    15.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.94            1,251,474       $  21,197       |
        | 1997       15.36              160,843           2,471       |
        | 10/1/97    15.95                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.87            2,660,020       $  44,867       |
                | 1997       15.32              246,159           3,772       |
                | 10/1/97    15.92                   --              --       |
                |-------------------------------------------------------------|

GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.29            1,521,473       $  24,792       |
| 1997       13.03               97,853           1,275       |
| 10/1/97    15.18                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.22              797,510       $  12,940       |
        | 1997       12.99               34,329             446       |
        | 10/1/97    15.14                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.16            2,265,343       $  36,602       |
                | 1997       12.96              226,700           2,938       |
                | 10/1/97    15.10                   --              --       |
                |-------------------------------------------------------------|

VALUE EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  18.31              491,538        $  8,998       |
| 1997       18.28               28,327             518       |
| 10/1/97    18.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $18.20              470,129        $  8,556       |
        | 1997       18.20               40,454             736       |
        | 10/1/97    18.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $18.06            1,161,575       $  20,974       |
                | 1997       18.09              117,054           2,117       |
                | 10/1/97    18.67                   --              --       |
                |-------------------------------------------------------------|

RESEARCH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.89            1,882,609       $  43,093       |
| 1997       18.87               58,635           1,106       |
| 10/1/97    19.33                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.73            1,664,084       $  37,830       |
        | 1997       18.77               29,908             561       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.59            3,540,785       $  79,977       |
                | 1997       18.67              154,878           2,892       |
                | 10/1/97    19.15                   --              --       |
                |-------------------------------------------------------------|

                                     A3
STRATEGIC EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.23              291,183       $   4,143       |
| 1997       14.31               13,199             189       |
| 10/1/97    14.14                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.16              162,917        $  2,307       |
        | 1997       14.26               15,985             228       |
        | 10/1/97    14.10                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $14.07              748,842       $  10,538       |
                | 1997       14.20               49,579             704       |
                | 10/1/97    14.04                   --              --       |
                |-------------------------------------------------------------|

CAPITAL APPRECIATION
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  24.50              552,738       $  13,542       |
| 1997       22.05               12,122             267       |
| 10/1/97    21.95                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $24.26              436,641        $ 10,591       |
        | 1997       21.87               20,531             449       |
        | 10/1/97    21.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $23.98              999,496       $  23,892       |
                | 1997       21.65               66,918           1,449       |
                | 10/1/97    21.57                   --              --       |
                |-------------------------------------------------------------|

MID-CAP GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.43              871,756       $  19,550       |
| 1997       18.52               35,953             666       |
| 10/1/97    18.94                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.31              523,815       $  11,688       |
        | 1997       18.45               13,732             253       |
        | 10/1/97    18.88                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.17            1,207,879       $  26,779       |
                | 1997       18.36               48,168             885       |
                | 10/1/97    18.79                   --              --       |
                |-------------------------------------------------------------|

SMALL CAP
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  15.37            1,029,412       $  15,820       |
| 1997       12.88               58,584             755       |
| 10/1/97    13.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $15.30              594,716        $  9,098       |
        | 1997       12.84               20,111             258       |
        | 10/1/97    13.82                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $15.23            1,273,236       $  19,390       |
                | 1997       12.81               99,963           1,280       |
                | 10/1/97    13.78                   --              --       |
                |-------------------------------------------------------------|

                                     A4
REAL ESTATE
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.74              196,372        $  4,270       |
| 1997       25.48               10,718             273       |
| 10/1/97    25.25                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.42              112,984        $  2,420       |
        | 1997       25.14                8,060             203       |
        | 10/1/97    24.92                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.07              408,418        $  8,604       |
                | 1997       24.76               44,523           1,102       |
                | 10/1/97    24.56                   --              --       |
                |-------------------------------------------------------------|

HARD ASSETS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.28               50,015         $   714       |
| 1997       20.57                4,291              88       |
| 10/1/97    24.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.07               33,342         $   469       |
        | 1997       20.29                4,830              98       |
        | 10/1/97    23.68                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.84              205,654        $  2,846       |
                | 1997       19.99               10,671             213       |
                | 10/1/97    23.34                   --              --       |
                |-------------------------------------------------------------|

DEVELOPING WORLD
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $ 7.28              131,499         $   958       |
| 2/19/98    10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $ 7.27               31,253         $   227       |
        | 2/19/98    10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $ 7.26              111,256         $   808       |
                | 2/19/98       --                   --              --       |
                |-------------------------------------------------------------|

PIMCO HIGH YIELD BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $10.08              872,132        $  8,791       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.07              424,746        $  4,277       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.06            1,487,999       $  14,969       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|

                                     A5
PIMCO STOCKSPLUS GROWTH AND INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $11.11              883,763        $  9,820       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $11.10              467,386        $  5,188       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $11.09            1,878,277       $  20,828       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|

INTERNATIONAL EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  10.29            1,067,090       $  10,979       |
| 1997        9.90               38,652             383       |
| 10/1/97    11.57                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.32              680,862        $  7,025       |
        | 1997        9.95               36,098             359       |
        | 10/1/97    11.62                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.27            1,736,702       $  17,844       |
                | 1997        9.92               72,955             724       |
                | 10/1/97    11.60                   --              --       |
                |-------------------------------------------------------------|

                                     A6
MARKET VALUE ADJUSTMENT EXAMPLES

`EXAMPLE #1: FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is requested
3 years into the guaranteed interest period; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 8%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $11,535

   Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $112,695 ( $124,230 - $11,535 ).

EXAMPLE #2: FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is requested
3 years into the guaranteed interest period; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^  2,555 / 365  - 1 ) = $4,141

   Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $124,230 ( $124,230 + $4,141 ).

EXAMPLE #3: WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a withdrawal of $112,695 is
requested 3 years into the guaranteed interest period; that the
then Index Rate ("J") for a 7 year guaranteed interest period is 8%;
and that no prior transfers or withdrawals affecting this Fixed
Interest Allocation have been made.

                                  B1
First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

   1. The contract value of the Fixed Interest Allocation on the date of
      withdrawal is $248,459
      ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      ( $112,695 / ( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $124,230

   Then calculate the Market Value Adjustment on that amount.

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $11,535

   Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $112,695 as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $112,695, and also reduced by the Market
Value Adjustment of $11,535, for a total reduction in the Fixed Interest
Allocation of $124,230.

EXAMPLE #4: WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate of 7%; that a withdrawal of $128,371 requested 3
years into the guaranteed interest period; that the then Index Rate ("J")
for a 7 year guaranteed interest period is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

   First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

   1. The contract value of Fixed Interest Allocation on the date of
      surrender is $248,459 ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      ( $128,371 / ( 1.07 / 1.0650 ) ^  2,555 / 365 ) = $124,230

   Then calculate the Market Value Adjustment on that amount

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^  2,555 / 365  - 1 ) = $4,141

   Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $128,371, as requested. The Fixed Interest Allocation will be
reduced by the amount of the withdrawal, $128,371, but increased by the Market
Value Adjustment of $4,141, for a total reduction in the Fixed Interest
Allocation of $124,230.

                                  B2
APPENDIX C

             SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $10,000 and
additional premium payments of $10,000 in each of the second and third
contract years, for total premium payments under the Contract of $30,000.
It also assumes a withdrawal at the beginning of the fifth contract year
of 15% of the contract value of $35,000.

In this example, $3,500 ($35,000 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 $5,250 ($35,000 x .15).
Therefore, $1,750 ($5,250 - $3,500) is considered an excess withdrawal of
a part of the initial premium payment of $10,000 and would be subject to
a 7% surrender charge of $122.50 ($1,750 x .07).  This example does not
take into account any Market Value Adjustment or deduction of any premium
taxes.

                                  C1
ING VARIABLE ANNUITIES

                 GOLDEN AMERICAN LIFE INSURANCE COMPANY
 Golden American Life Insurance Company is a stock company domiciled in
                                Delaware

105119  02/00
FORM TWO
                               VERSION A
PROFILE AND PROSPECTUS OF
                     GOLDENSELECT PREMIUM PLUS-DB/R/
ING VARIABLE ANNUITIES
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

                               PROFILE OF
                      GOLDENSELECT PREMIUM PLUS/R/
                   FIXED AND VARIABLE ANNUITY CONTRACT
                           FEBRUARY 1, 2000

This Profile is a summary of some of the more important points that you
should know and consider before purchasing the Contract.  The Contract is
more fully described in the full prospectus which accompanies this
Profile.  Please read the prospectus carefully.

1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and Golden American Life
Insurance Company.  The Contract features a minimum 4% credit to each
premium you pay.  The Contract provides a means for you to invest on a
tax-deferred basis in (i) one or more of 25 mutual fund investment
portfolios through our Separate Account B and/or (ii) in a fixed account
of Golden American with guaranteed interest periods.  The 25 mutual fund
portfolios are listed on page 3 below.  We currently offer guaranteed
interest periods of 6 months, 1, 3, 5, 7 and 10 years in the fixed
account.  We set the interest rates in the fixed account (which will
never be less than 3%) periodically.  We may credit a different interest
rate for each interest period.  The interest you earn in the fixed
account as well as your principal is guaranteed by Golden American as
long as you do not take your money out before the maturity date for the
applicable interest period.  If you withdraw your money from the fixed
account more than 30 days before the applicable maturity date, we will
apply a market value adjustment.  A market value adjustment could
increase or decrease your contract value and/or the amount you take out.
Generally, the investment portfolios are designed to offer a better
return than the fixed account.  However, this is NOT guaranteed.  You may
not make any money, and you can even lose the money you invest.

Subject to state availability, you may elect one of three optional riders
offering specified benefits featured in the prospectus for the Contract. The
three optional benefit riders are listed on page [10] below.  The optional
benefit riders can provide protection in the event that unfavorable investment
performance has lowered your contract value below certain targeted growth.
These riders do not guarantee the performance of your investment portfolios.
Separate charges are assessed for the optional riders.  You should carefully
analyze and completely evaluate each rider before you purchase any.  Be aware
that the benefit provided by any of the riders will be affected by certain
later actions you may take - such as withdrawals and transfers.  The riders
are not available to Contracts issued before January 1, 2000.  To find out
about availability, check with our Customer Service Center.

The Contract, like all deferred variable annuity contracts, has two
phases: the accumulation phase and the income phase.  The accumulation
phase is the period between the contract date and the date on which you
start receiving the annuity payments under your Contract.  The amounts
you accumulate during the accumulation phase will determine the amount
of annuity payments you will receive.  The income phase

                                                        PREMIUM PLUS PROFILE
                                                        PROSPECTUS BEGINS AFTER
                                                        PAGE [9] OF THIS PROFILE
begins on the annuity start date, which is the date you start receiving
regular annuity payments from your Contract.

You determine (1) the amount and frequency of premium payments, (2) 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:

                             ANNUITY OPTIONS

Option 1   Income for a  Payments are made for a specified number of
           fixed period  years to you or your beneficiary.
Option 2   Income for    Payments are made for the rest of your life
           life with a   or longer for a specified period such as 10
           period        or 20 years or until the total amount used to
           certain       buy this option has been repaid. This option
                         comes with an added guarantee that payments
                         will continue to your beneficiary for the
                         remainder of such period if you should die
                         during the period.
Option 3   Joint life    Payments are made for your life and the life
           income        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.  If variable and subject to the
Investment Company Act of 1940, it will comply with the requirements of
such Act.  Once you elect an annuity option and begin to receive payments,
it cannot be changed.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or more
($1,500 for a qualified Contract) up to and including age 85.  You may
make additional payments of $500 or more ($250 for a qualified Contract)
at any time before you turn 85 during the accumulation phase.  Under
certain circumstances, we may waive the minimum initial and additional
premium payment requirement.  Any initial or additional premium payment
that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.  Each time you
make a premium payment, we will add a credit of at least 4% of each
premium payment to your contract value.  Within 1 year
after any credit is added, it may be deducted from your contract
value under certain circumstances which are described in the prospectus
for the Contract.  After 1 year, a credit added to your contract value
becomes permanent.

Who may purchase this Contract?  The Contract may be purchased by
individuals as part of a personal retirement plan (a "non-qualified
Contract"), or as a Contract that qualifies for special tax treatment
when purchased as either an Individual Retirement Annuity (IRA) or in
connection with a qualified retirement plan (each a "qualified
Contract").

The Contract is designed for people seeking long-term tax-deferred
accumulation of assets, generally for retirement or other long-term
purposes.  The tax-deferred feature is more attractive to people in high
federal

                                                        PREMIUM PLUS PROFILE
                                   2
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, and the credit we add, into (1) the fixed
account with guaranteed interest periods of 6 months, and 1, 3, 5, 7 and
10 years, and/or (2) into any one or more of the following 25 mutual fund
investment portfolios through our Separate Account B.  The investment
portfolios are described in the prospectuses for the GCG Trust, the PIMCO
Variable Insurance Trust and the Warburg Pincus Trust.  Keep in mind that
while an investment in the fixed account earns a fixed interest rate, an
investment in any investment portfolio, depending on market conditions,
may cause you to make or lose money.  The investment portfolios available
under your Contract are:
THE GCG TRUST
    Liquid Asset Series             Rising Dividends Series       Mid-Cap Growth Series
    Limited Maturity Bond Series    Capital Growth Series         Strategic Equity Series
    Global Fixed Income Series      Growth Series                 Small Cap Series
    Total Return Series             Value Equity Series           Real Estate Series
    Fully Managed Series            Research Series               Hard Assets Series
    Equity Income Series            Managed Global Series         Developing World Series
    Investors Series                All Cap Series
    Large Cap Value Series          Capital Appreciation Series

THE PIMCO TRUST
    PIMCO High Yield Bond Portfolio
    PIMCO StocksPLUS Growth and Income Portfolio

THE WARBURG PINCUS TRUST
    International Equity Portfolio
5.   EXPENSES
The Contract has insurance features and investment features, and there
are charges related to each.  For the insurance features, the Company
deducts a mortality and expense risk charge, an asset-based
administrative charge and an annual contract administrative charge of
$40.  We deduct the mortality and expense risk charge and the asset-based
administrative charges daily directly from your contract value in the
investment portfolios.  The mortality and expense risk charge (depending
on the death benefit you choose) and the asset-based administrative
charge, on an annual basis, are as follows:

                                         STANDARD                 ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET  7% SOLUTION      MAX 7
Mortality & Expense Risk Charge       1.30%              1.45%         1.65%         1.75%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%         0.15%
                                          -----              -----         -----         -----
       Total                              1.45%              1.60%         1.80%         1.90%
If you choose to purchase one of the optional benefit riders we offer, we
will deduct a separate quarterly charge for the rider on each quarterly
contract anniversary and pro rata when the rider terminates.  We deduct the
rider charges directly from your contract value in the investment portfolios;
if the value in the investment portfolios is insufficient, rider charges
will be deducted from the fixed account. The rider charges are as follows:

                                                        PREMIUM PLUS PROFILE
                                   3
OPTIONAL BENEFIT RIDER CHARGES

  Minimum Guaranteed Accumulation Benefit (MGAB) rider
       Waiting Period           Quarterly Charge
       --------------           ----------------
       10 Year..................0.125% of the MGAB Charge Base*(0.50% annually)
       20 Year..................0.125% of the MGAB Charge Base (0.50% annually)

  Minimum Guaranteed Income Benefit (MGIB) rider
       MGIB Base Rate           Quarterly Charge
       --------------           ----------------
       0% ......................0.05%  of the MGIB Base*  (0.20% annually)
       3%.......................0.08%  of the MGIB Base   (0.32% annually)
       5%.......................0.10%  of the MGIB Base   (0.40% annually)
       6%.......................0.15%  of the MGIB Base   (0.60% annually)
       7%.......................0.125% of the MGIB Base   (0.50% annually)

  Minimum Guaranteed Withdrawal Benefit (MGWB) rider
        Quarterly Charge
        ----------------
        0.125% of the MGWB Eligible Payment Amount* (0.50% annually)

*See prospectus for a description.

Each investment portfolio has charges for investment management fees and
other expenses.  These charges, which vary by investment portfolio,
currently range from 0.59% to 1.83% annually (see following table) of the
portfolio's average daily net asset balance.

If you withdraw money from your Contract, or if you begin receiving
annuity payments, we may deduct a premium tax of 0%-3.5% to pay to your
state.

We deduct a surrender charge if you surrender your Contract or withdraw
an amount exceeding the free withdrawal amount.  The free withdrawal
amount in any year is 10% of your contract value on the date of the
withdrawal less any prior withdrawals during that 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 withdrawn.

  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8   9+
    SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

                                                        PREMIUM PLUS PROFILE
                                   4
The following table is designed to help you understand the Contract charges.
The "Total Annual Insurance Charges" column is divided into two: one part
reflects the maximum mortality and expense risk charge, the asset-based
administrative charge, the annual contract administrative charge as 0.05%
(based on an average contract value of $80,000), and the highest optional
rider charge as 0.75% in most cases, assuming the rider base is equal to
the initial premium and the rider base increases by 7% each year. (Note,
however, for the Liquid Asset and Limited Maturity Bond portfolios, the rider
charge is equal to 0.50% because the base for the rider accumulates at the
assumed net rate, not 7%.)  The second part reflects the same insurance
charges, but without any rider charges. The "Total Annual Investment Portfolio
Charges" column reflects the portfolio charges for each portfolio and are
based on actual expenses as of December 31, 1998, except for (i) portfolios
that commenced operations during 1998 where the charges have been estimated,
and (ii) newly formed portfolios where the charges have been estimated.  The
column "Total Annual Charges" reflects the sum of the previous two columns.
The columns under the heading "Examples" show you how much you would pay under
the Contract for a 1-year period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples assume
that you invested $1,000 and received a $40 credit 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
Max 7 Enhanced Death Benefit.  For these examples, the premium tax
is assumed to be 0%.

                                                        PREMIUM PLUS PROFILE
                                   5
Examples:
                          Total Annual                 Total Annual       Total Charges at the end of:
                        Insurance Charges                Charges            1 Year           10 Years
                        -----------------             -------------     --------------    --------------
                        w/the     w/o     Total       w/the    w/o      w/the    w/o      w/the    w/o
                        Highest   any     Investment  Highest  any      Highest  any      Highest  any
                        Rider     Rider   Portfolio   Rider    Rider    Rider    Rider    Rider    Rider
Investment Portfolio    Charge    Charge  Charges     Charge   Charge   Charge   Charge   Charge   Charge
--------------------    ------    ------  ----------  ------   ------   ------   ------   ------   ------
THE GCG TRUST
Liquid Asset            2.75%     1.95%   0.59%       3.34%    2.54%    $115     $107     $383     $299
Limited Maturity Bond   2.75%     1.95%   0.60%       3.35%    2.55%    $115     $107     $384     $300
Global Fixed Income     3.13%     1.95%   1.60%       4.73%    3.55%    $129     $117     $499     $397
Total Return            3.13%     1.95%   0.97%       4.10%    2.92%    $123     $111     $446     $337
Investors               3.13%     1.95%   1.01%       4.14%    2.96%    $123     $111     $450     $341
Equity Income           3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Fully Managed           3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Rising Dividends        3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Large Cap Value         3.13%     1.95%   1.01%       4.14%    2.96%    $123     $111     $450     $341
Capital Growth          3.13%     1.95%   1.08%       4.21%    3.03%    $124     $112     $456     $348
Growth                  3.13%     1.95%   1.09%       4.22%    3.04%    $124     $112     $456     $349
Value Equity            3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Research                3.13%     1.95%   0.94%       4.07%    2.89%    $123     $110     $443     $334
Mid-Cap Growth          3.13%     1.95%   0.95%       4.08%    2.90%    $123     $110     $444     $335
Strategic Equity        3.13%     1.95%   0.99%       4.12%    2.94%    $123     $111     $448     $339
Capital Appreciation    3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
All Cap                 3.13%     1.95%   1.01%       4.14%    2.96%    $123     $111     $450     $341
Small Cap               3.13%     1.95%   0.99%       4.12%    2.94%    $123     $111     $448     $339
Real Estate             3.13%     1.95%   0.99%       4.12%    2.94%    $123     $111     $448     $339
Hard Assets             3.13%     1.95%   1.00%       4.13%    2.95%    $123     $111     $449     $340
Managed Global          3.13%     1.95%   1.26%       4.39%    3.21%    $126     $114     $471     $365
Developing World        3.13%     1.95%   1.83%       4.96%    3.78%    $132     $120     $517     $418

THE PIMCO TRUST
PIMCO High Yield Bond   3.13%     1.95%   0.75%       3.88%    2.70%    $121     $108     $427     $315
PIMCO StocksPLUS
  Growth and Income     3.13%     1.95%   0.65%       3.78%    2.60%    $120     $107     $418     $305

THE WARBURG PINCUS TRUST
International Equity    3.13%     1.95%   1.33%       4.46%    3.28%    $127     $114     $477     $372
The "Total Annual Investment Portfolio Charges" column above reflects
current expense reimbursements for applicable investment portfolios.  The
1 Year examples above include an 8% surrender charge.  For more detailed
information, see "Fees and Expenses" in the prospectus for the Contract.

6.   TAXES
Under a qualified Contract, your premiums are generally pre-tax
contributions and accumulate on a tax-deferred basis.  Premiums and
earnings are generally taxed as income when you make a withdrawal or
begin receiving annuity payments, presumably when you are in a lower tax
bracket.

                                                        PREMIUM PLUS PROFILE
                                   6
Under a non-qualified Contract, premiums are paid with after-tax dollars,
and any earnings will accumulate tax-deferred.  You will be taxed on
these earnings, but not on premiums, when you withdraw them from the
Contract.

For owners of most qualified Contracts, when you reach age 70 1/2 (or, in
some cases, retire), you will be required by federal tax laws to begin
receiving payments from your annuity or risk paying a penalty tax.  In
those cases, we can calculate and pay you the minimum required distribution
amounts at your request.

If you are younger than 59 1/2 when you take money out, in most cases,
you will be charged a 10% federal penalty tax on the taxable earnings
withdrawn.

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase.
You may elect in advance to take systematic withdrawals which are
described on page [12].  Withdrawals above the free withdrawal amount may be
subject to a surrender charge.  We will apply a market value adjustment
if you withdraw your money from the fixed account more than 30 days
before the applicable maturity date.  Income taxes and a penalty tax may
apply to amounts withdrawn.

8.   PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose.  The following chart shows
average annual total return for each portfolio that was in operation for
the entire year of 1998.  These numbers reflect the deduction of the
mortality and expense risk charge (based on the Max 7 Enhanced
Death Benefit), the asset-based administrative charge, the annual
contract fee and the maximum optional benefit rider charge on a rider
base that accumulates at 7%, but do not reflect deductions for any
surrender charges, if any.  If surrender charges were reflected,
they would have the effect of reducing performance.  Please keep
in mind that past performance is not a guarantee of future results.

                                                        PREMIUM PLUS PROFILE
                                   7
CALENDAR YEAR
     INVESTMENT PORTFOLIO                                   1998
     Managed by A I M  Capital Management, Inc.
       Capital Appreciation(1)
       Strategic Equity(2)
     Managed by Alliance Capital Management L.P.
       Capital Growth(2)
     Managed by Baring International Investment Limited
       Developing World(2)
       Global Fixed Income
       Hard Assets(2)
     Managed by Capital Guardian Trust Company
       Large Cap Value
       Managed Global(3)
       Small Cap(3)
     Managed by Eagle Asset Management, Inc.
       Value Equity
     Managed by EII Realty Securities, Inc.
       Real Estate
     Managed by ING Investment Management, LLC
       Limited Maturity Bond
       Liquid Asset
     Managed by Janus Capital Corporation
       Growth(2)
     Managed by Kayne Anderson Investment Management, LLC
       Rising Dividends
     Managed by Massachusetts Financial Services Company
       Mid-Cap Growth
       Research
       Total Return
     Managed by T. Rowe Price Associates, Inc.
       Equity Income(2)
       Fully Managed
     Managed by Salomon Brothers Asset Management,Inc.
       All Cap
       Investors
     Managed by Pacific Investment Management Company
       PIMCO High Yield Bond
       PIMCO StocksPlus Growth and Income
     Managed by Credit Suisse Asset Management, LLC
       International Equity
     _________________

     (1)  Prior to April 1, 1999, a different firm managed the Portfolio.
     (2)  Prior to March 1, 1999, a different firm managed the Portfolio.
     (3)  Prior to February 1, 2000, a different firm managed the Portfolio.

9.   DEATH BENEFIT
You may choose (i) the Standard Death Benefit, (ii) the 7% Solution
Enhanced Death Benefit, (iii) the Annual Ratchet Enhanced Death Benefit
or (iv) the Max 7 Enhanced Death Benefit.  The 7% Solution Enhanced
Death Benefit, the Annual Ratchet Enhanced Death Benefit and the
Max 7 Death Benefit are available only if the contract owner or the
annuitant (if the contract owner is not an individual) is not more than
79 years old at the time of purchase. The 7% Solution, Annual Ratchet and
Max 7 Enhanced Death Benefits may not be available where a Contract
is held by joint owners.

The death benefit is payable when the first of the following persons die:
the contract owner, joint owner, or annuitant (if a contract owner is not
an individual).  Assuming you are the contract owner, if you die during
the accumulation phase, your beneficiary will receive a death benefit
unless the beneficiary is your surviving spouse and elects to continue
the Contract.  The death benefit paid depends on the death benefit

                                                        PREMIUM PLUS PROFILE
                                   8
you have chosen.  The death benefit value is calculated at the close of
the business day on which we receive written notice and due proof of death,
as well as required claim forms, at our Customer Service Center.  If your
beneficiary elects to delay receipt of the death benefit until a date
after the time of your death, the amount of the benefit payable in the
future may be affected.  If you die after the annuity start date and you
are the annuitant, your beneficiary will receive the death benefit you
chose under the annuity option then in effect.

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

Under the STANDARD DEATH BENEFIT, if you die before the annuity start
date, your beneficiary will receive the greatest of:

     1)   the contract value minus any credits added within 1 year prior
          to death;

     2)   the total premium payments made under the Contract
          reduced by a prorata adjustment for any withdrawal;

     3)   the cash surrender value; or

     4)   the total premium payments plus credits made under the Contract
          reduced by a prorata adjustment for any withdrawals, minus any
          credits added within 1 year prior to death.

Under the 7% SOLUTION ENHANCED DEATH BENEFIT, if you die before the
annuity start date, your beneficiary will receive the greatest of:

     1)   the contract value minus any credits added within 1 year prior
          to death;

     2)   the total premium payments made under the Contract reduced by a
          prorata adjustment for any withdrawals;

     3)   the cash surrender value; or

     4)   the enhanced death benefit minus any credits added within 1
          year prior to death, which we determine as follows: we credit
          interest each business day at the 7% annual effective rate to the
          enhanced death benefit from the preceding day (which would be the
          initial premium and the credit added if the preceding day is the
          contract date), then we add additional premiums paid and credits
          added since the preceding day, then we adjust for any withdrawals
          (including any market value adjustment applied to such withdrawal
          and any associated surrender charges) since the preceding day.
          Special withdrawals are withdrawals of up to 7% per year of
          cumulative premiums and premium credits.  Special withdrawals shall
          reduce the 7% Solution Benefit by the amount of contract value
          withdrawn.  For any withdrawals in excess of the amount available
          as a special withdrawal, a prorata adjustment to the death benefit
          is made. The maximum enhanced death benefit is 3 times all premium
          payments and credits added, adjusted to reflect withdrawals.
          Each accumulated initial or additional premium payment and credit
          will continue to grow at the 7% annual effective rate until
          reaching the maximum enhanced death benefit or attained age 80
          of the Owner, if earlier.

Note for current Special Funds:  The actual interest rate used for calculating
the 7% Solution Enhanced Death Benefit for the Liquid Asset and Limited Maturity
Bond investment portfolios and the Fixed Account, will be the lesser of (1) 7%
and (2) the interest rate, positive or negative, providing a yield on the
Guaranteed Death Benefit equal to the net return for the current valuation
period on the contract value allocated to Special Funds.  We may, with 30 days
notice to you, designate any fund as a Special Fund on existing contracts with
respect to new premiums added to such fund and also with respect to new
transfers to such funds.

                                                        PREMIUM PLUS PROFILE
                                   9
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 minus any credits added within 1 year prior
          to death;

     2)   the total premium payments made under the Contract
          reduced by a pro rata adjustment for any withdrawal;

     3)   the cash surrender value; or

     4)   the enhanced death benefit minus any credits added within 1 year
          prior to death, which is determined as follows: On each contract
          anniversary that occurs on or before the contract owner turns age
          80, 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 and credit added
          if the preceding day is the contract date), then we add additional
          premiums paid and credits added since the preceding day, and then
          we adjust for any withdrawals on a pro rata basis, (including any
          market value adjustment applied to such withdrawal and any
          associated surrender charges) since the preceding day.  That amount
          becomes the new enhanced death benefit.

Under the MAX 7 ENHANCED DEATH BENEFIT, if you die before the
annuity start date, your beneficiary will receive the greater of the 7%
Solution and the Annual Ratchet Enhanced Death Benefit.

     Under this benefit option, the 7% Solution Enhanced Death Benefit
     and the Annual Ratchet Benefit are calculated in the same manner as
     if each were the elected benefit.

          Note:     In all cases described above, the amount of the death
          benefit could be reduced by premium taxes owed and withdrawals
          not previously deducted.  The enhanced death benefits may not
          be available in all states.

10.  OTHER INFORMATION
  FREE LOOK.  If you cancel the Contract within 10 days after you receive
it, you will receive a refund of the adjusted contract value. We determine
your contract value at the close of business on the day we receive your
written refund request.  For purposes of the refund during the free look
period, (i) we adjust your contract value for any market value adjustment
(if you have invested in the fixed account), (ii) then we exclude any
credit initially applied, and (iii) then we include a refund of any
charges deducted from your contract value.  Because of the market risks
associated with investing in the portfolios and the potential positive or
negative effect of the market value adjustment, the contract value
returned may be greater or less than the premium payment you paid.  Some
states require us to return to you the amount of the paid premium, excluding
any credit, (rather than the contract value) in which case you will not be
subject to investment risk during the free look period.  Also, in some states,
you may be entitled to a longer free look period.

  TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT.  You can
make transfers among your investment portfolios and your investment in
the fixed account as frequently as you wish without any current tax
implications.  The minimum amount for a transfer is $100. There is
currently no charge for transfers, and we do not limit the number of
transfers allowed.  The Company may, in the future, charge a $25 fee for
any transfer after the twelfth transfer in a contract year or limit the
number of transfers allowed.  Keep in mind that if you transfer or
otherwise withdraw your money from the fixed account more than 30

                                                        PREMIUM PLUS PROFILE
                                   10
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.  Transfers
between Special Funds and other investment portfolios will result in a
transfer of the Guaranteed Death Benefit in proportion to the account
value transferred.  In cases where more than one Guaranteed Death Benefit
exists because of such transfers, each death benefit will be combined to
calculate the total death benefit.

  NO PROBATE.  In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate.
See "Federal Tax Considerations - Taxation of Death Benefit Proceeds" in
the prospectus for the Contract.

  OPTIONAL RIDERS.  Subject to state availability, you may purchase one of
three optional benefit riders for an additional charge. You may not add more
than one of these three riders to your Contract.  There are separate charges
for each rider.  Once elected, the riders generally may not be cancelled.
This means once added the rider may not be removed and charges will be
assessed regardless of the performance of your Contract.

  Minimum Guaranteed Accumulation Benefit (MGAB) Rider.  The MGAB is an
optional benefit which offers you the ability to receive a one-time
adjustment to your contract value in the event your contract value on a
specified date is below the MGAB rider guarantee.  When added at issue, the
MGAB rider guarantees that your contract value will at least equal your initial
premium payment plus credits at the end of ten years, or, at least equal
two times your initial premium payment plus credits at the end of twenty
years, depending on the waiting period you select, reduced pro rata for
withdrawals and certain transfers.  The MGAB rider offers a ten-year option
and a twenty-year option, of which you may purchase only one. Withdrawals
and certain transfers may reduce the guarantee by more than the amount
withdrawn or transferred. The MGAB rider may offer you protection in the
event of a lower contract value that may result from unfavorable investment
performance of your Contract. There are exceptions, conditions, eligibility
requirements, and important considerations associated with the MGAB
rider.  You should read the prospectus for more complete information.

  Minimum Guaranteed Income Benefit (MGIB) Rider.  The MGIB rider is an
optional benefit which guarantees a minimum amount of income that will be
available to you upon annuitization, regardless of fluctuating market
conditions.  Ordinarily, the amount of income that will be available to
you upon annuitization is based upon your contract value, the annuity
option you selected and the guaranteed or then current income factors
in effect.  If you purchase the MGIB rider, the minimum amount of income
that will be available to you upon annuitization on the MGIB Benefit Date
is the greater of the amounts that are ordinarily available to you under
your Contract and the MGIB annuity benefit, which is based on your MGIB
Base, the MGIB annuity option you selected and the MGIB guaranteed
income factors specified in your rider. Your MGIB Base generally depends
on the amount of premiums you pay during the first five contract years after
you purchase the rider, the credit(s) applied, and when you pay the premiums
accumulated at the MGIB rate,less adjustments for withdrawals and transfers.
There are exceptions,conditions, eligibility requirements, and important
considerations associated with the MGIB rider.  You should read the prospectus
for more complete information.

  Minimum Guaranteed Withdrawal Benefit (MGWB) Rider. The MGWB rider is
an optional benefit which guarantees that you will receive annual periodic
payments, when added together, equal to all premium payments and credits
paid during the first two contract years, less adjustments for any prior
withdrawals. If your contract value is reduced to zero, your periodic
payments will be 7% of your Eligible Payment Amount every year.  (Of course,
any applicable income and penalty taxes will apply to amounts withdrawn.)
Your original Eligible Payment Amount is your premium payments and credits
received during the first two contract years.  Withdrawals that you make in
excess of the above periodic payment amount may substantially reduce the
guarantee. There are exceptions, conditions, eligibility requirements, and
important considerations associated with the MGWB rider. You should read the
prospectus for more complete information.

                                                        PREMIUM PLUS PROFILE
                                   11
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. It 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 surrender charge.
Withdrawals from your money in the fixed account under this program are
not subject to a market value adjustment.  Of course, any applicable
income and penalty taxes will apply on amounts withdrawn.

  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 profile and the
prospectus, please contact us at:

  CUSTOMER SERVICE CENTER
  P.O. BOX 2700
  WEST CHESTER, PENNSYLVANIA  19380
  (800) 366-0066

or your registered representative.

                                                        PREMIUM PLUS PROFILE
                                   12
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

                           FEBRUARY 1, 2000
       DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
                      GOLDENSELECT PREMIUM PLUS/R/

This prospectus describes GoldenSelect Premium Plus, a group and
individual deferred variable annuity contract (the "Contract") offered by
Golden American Life Insurance Company (the "Company," "we" or "our").
The Contract is available in connection with certain retirement plans
that qualify for special federal income tax treatment ("qualified
Contracts") as well as those that do not qualify for such treatment ("non-
qualified Contracts").

The Contract provides a means for you to invest your premium payments and
credits in one or more of 25 mutual fund investment portfolios.  You may
also allocate premium payments and credits to our Fixed Account with
guaranteed interest periods.  Your contract value will vary daily to
reflect the investment performance of the investment portfolio(s) you
select and any interest credited to your allocations in the Fixed
Account.  The investment portfolios available under your Contract and the
portfolio managers are:

  A I M CAPITAL MANAGEMENT, INC.
    Capital Appreciation Series
    Strategic Equity Series
  ALLIANCE CAPITAL MANAGEMENT L. P.
    Capital Growth Series
  BARING INTERNATIONAL INVESTMENT
    LIMITED (AN AFFILIATE)
    Developing World Series
    Global Fixed Income Series
    Hard Assets Series
  CAPITAL GUARDIAN TRUST COMPANY
    Large Cap Value Series
    Managed Global Series
    Small Cap Series
  EAGLE ASSET MANAGEMENT, INC.
    Value Equity Series
  EII REALTY SECURITIES, INC.
    Real Estate Series
  ING  INVESTMENT MANAGEMENT, LLC
    (AN AFFILIATE)
    Limited Maturity Bond Series
    Liquid Asset Series
  JANUS CAPITAL CORPORATION
    Growth Series
  KAYNE ANDERSON INVESTMENT
    MANAGEMENT, LLC
    Rising Dividends Series
  MASSACHUSETTS FINANCIAL SERVICES
    COMPANY
    Mid-Cap Growth Series
    Research Series
    Total Return Series
  T. ROWE PRICE ASSOCIATES, INC.
    Equity Income Series
    Fully Managed Series
  SALOMON BROTHERS ASSET
    MANAGEMENT, INC.
    All Cap Series
    Investors Series
  PACIFIC INVESTMENT MANAGEMENT COMPANY
    PIMCO High Yield Bond Portfolio
    PIMCO StocksPLUS Growth and Income Portfolio
  CREDIT SUISSE ASSET MANAGEMENT, LLC
    International Equity Portfolio

The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B.  We refer to the
divisions as "subaccounts" and the money you place in the Fixed Account's
guaranteed interest periods as "Fixed Interest Allocations" in this
prospectus.

We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest.  We set the interest rates periodically.  We will not set the
interest rate to be less than a minimum annual rate of 3%.  You may
choose guaranteed interest periods of 6 months, and 1, 3, 5, 7 and 10
years.  The interest earned on your money as well as your principal is
guaranteed as long as you hold them until the maturity date. If you take
your money out from a Fixed Interest Allocation more than 30 days before
the applicable maturity date, we will apply a market value adjustment
("Market Value Adjustment").  A Market Value Adjustment could increase or
decrease your contract value and/or the amount you take out.  You bear
the risk that you may receive less than your principal if we take a
Market Value Adjustment.  For Contracts sold in some states, not all
Fixed Interest Allocations or subaccounts are available.  You have a
right to return a Contract within 10 days after you receive it for a
refund of the adjusted contract value less credits we added (which may
be more or less than the premium payments you paid), or if required by
your state, the original amount of your premium payment.  Longer free
look periods apply in some states and in certain situations.

This prospectus provides information that you should know before
investing and should be kept for future reference. A Statement of
Additional Information, dated February 1, 2000, has been filed with the
Securities and Exchange Commission.  It is available without charge upon
request.  To obtain a copy of this document, write to our Customer
Service Center at P.O. Box 2700, West Chester, Pennsylvania 19380 or call
(800) 366-0066, or access the SEC's website (http://www.sec.gov).  The
table of contents of the Statement of Additional Information ("SAI") is
on the last page of this prospectus and the SAI is made part of this
prospectus by reference.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

AN INVESTMENT IN THE SUBACCOUNTS THROUGH THE GCG TRUST, THE PIMCO TRUST OR
THE WARBURG PINCUS TRUST IS NOT A BANK DEPOSIT AND IS NOT INSURED OR
GUARANTEED BY ANY BANK OR BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENT AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG
TRUST, THE PIMCO TRUST AND THE WARBURG PINCUS TRUST.
TABLE OF CONTENTS
                                                                        PAGE
     Index of Special Terms
     Fees and Expenses
     Performance Information
        Accumulation Unit
        Net Investment Factor
        Condensed Financial Information
        Financial Statements
        Performance Information
     Golden American Life Insurance Company
     The Trusts
     Golden American Separate Account B
     The Investment Portfolios
        Investment Objectives
        Investment Management Fees
     The Fixed Interest Allocation
        Selecting a Guaranteed Interest Period
        Guaranteed Interest Rates
        Transfers from a Fixed Interest Allocation
        Withdrawals from a Fixed Interest Allocation
        Market Value Adjustment
     The Annuity Contract
        Contract Date and Contract Year
        Annuity Start Date
        Contract Owner
        Annuitant
        Beneficiary
        Purchase and Availability of the Contract
        Crediting of Premium Payments
        Additional Credit to Premium
        Contract Value
        Cash Surrender Value
        Surrendering to Receive the Cash Surrender Value
        Addition, Deletion or Substitution of Subaccounts and Other
     Changes
        The Fixed Account
        Optional Riders
          Rider Date
          Special Funds
          No Cancellation
          Termination
          Minimum Guaranteed Accumulation Benefit Rider
          Minimum Guaranteed Income Benefit Rider
          Minimum Guaranteed Withdrawal Benefit Rider
        Other Contracts
        Other Important Provisions
     Withdrawals
        Regular Withdrawals
        Systematic Withdrawals
        IRA Withdrawals
     Transfers Among Your Investments

                                   i
Dollar Cost Averaging
        Automatic Rebalancing
     Death Benefit Choices
        Death Benefit During the Accumulation Phase
          Standard Death Benefit
          Enhanced Death Benefits
        Death Benefit During the Income Phase
     Charges and Fees
        Charge Deduction Subaccount
        Charges Deducted from the Contract Value
          Surrender Charge
          Free Withdrawal Amount
          Surrender Charge for Excess Withdrawals
          Premium Taxes
          Administrative Charge
          Transfer Charge
        Charges Deducted from the Subaccounts
          Mortality and Expense Risk Charge
          Asset-Based Administrative Charge
          Optional Rider Charges
        Trust Expenses
     The Annuity Options
        Annuitization of Your Contract
        Selecting the Annuity Start Date
        Frequency of Annuity Payments
        The Annuity Options
          Income for a Fixed Period
          Income for Life with a Period Certain
          Joint Life Income
          Annuity Plan
        Payment When Named Person Dies
     Other Contract Provisions
        Reports to Contract Owners
        Suspension of Payments
        In Case of Errors in Your Application
        Assigning the Contract as Collateral
        Contract Changes-Applicable Tax Law
        Free Look
        Group or Sponsored Arrangements
        Selling the Contract
     Other Information
        Voting Rights
        Year 2000 Problem
        State Regulation
        Legal Proceedings
        Legal Matters
        Experts
     Federal Tax Considerations
     More Information About Golden American
     Financial Statements of Golden American Life Insurance Company
     Unaudited Financial Statements of Golden American Life Insurance
       Company

                                   ii
Statement of Additional Information
        Table of Contents
     Appendix A
        Condensed Financial Information                        A1
     Appendix B
        Market Value Adjustment Examples                       B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example        C1

                                  iii
INDEX OF SPECIAL TERMS

The following special terms are used throughout this prospectus.  Refer
to the page(s) listed for an explanation of each term:

SPECIAL TERM                           PAGE
Accumulation Unit                       [6]
Annual Ratchet Enhanced Death Benefit   [24]
Annuitant                               [16]
Annuity Start Date                      [15]
Cash Surrender Value                    [19]
Max 7 Enhanced Death Benefit            [  ]
Contract Date                           [15]
Contract Owner                          [15]
Contract Value                          [18]
Contract Year                           [15]
Fixed Interest Allocation               [12]
Free Withdrawal Amount                  [26]
Market Value Adjustment                 [14]
Net Investment Factor                    [7]
7% Solution Enhanced Death Benefit      [24]
Standard Death Benefit                  [24]

The following terms as used in this prospectus have the same or
substituted meanings as the corresponding terms currently used in the
Contract:

TERM USED IN THIS PROSPECTUS  CORRESPONDING TERM USED IN THE CONTRACT
Accumulation Unit Value       Index of Investment Experience
Annuity Start Date            Annuity Commencement Date
Contract Owner                Owner or Certificate Owner
Contract Value                Accumulation Value
Transfer Charge               Excess Allocation Charge
Fixed Interest Allocation     Fixed Allocation
Free Look Period              Right to Examine Period
Guaranteed Interest Period    Guarantee Period
Subaccount(s)                 Division(s)
Net Investment Factor         Experience Factor
Regular Withdrawals           Conventional Partial Withdrawals
Withdrawals                   Partial Withdrawals
FEES AND EXPENSES
CONTRACT OWNER TRANSACTION EXPENSES*
   Surrender Charge:

  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8    9+
      SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

   Transfer Charge                                          None**
   * If you invested in a Fixed Interest Allocation, a Market Value
     Adjustment may apply to certain transactions.  This may increase or
     decrease your contract value and/or your transfer or surrender
     amount.
   **We may in the future charge $25 per transfer if you make more than
     12 transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE***
   Administrative Charge                                    $40
   (We deduct this charge on each contract
   anniversary and on surrender.  We waive this charge if the total
   of your premium payments is $100,000 or more or if your contract
   value at the end of a contract year   is $100,000 or more.)

  ***We deduct this charge on each contract anniversary and on surrender.

SEPARATE ACCOUNT ANNUAL CHARGES****

                                         STANDARD                 ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET  7% SOLUTION      MAX 7
Mortality & Expense Risk Charge       1.30%              1.45%         1.65%         1.75%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%         0.15%
                                          -----              -----         -----         -----
       Total Separate Account Charges     1.45%              1.60%         1.80%         1.90%
****As a percentage of average daily assets in each subaccount.  The Separate
      Account Annual Charges are deducted daily.

OPTIONAL RIDER CHARGES*****

  Minimum Guaranteed Accumulation Benefit rider:
       Waiting Period         Quarterly Charge
       --------------         ----------------
       10 Year................0.125% of the MGAB Charge Base(1) (0.50% annually)
       20 Year................0.125% of the MGAB Charge Base    (0.50% annually)
                          Minimum Guaranteed Income Benefit rider:
       MGIB Base Rate         Quarterly Charge
       --------------         ----------------
       0% ....................0.05% of the MGIB Base(2) (0.20% annually)
       3%.....................0.08% of the MGIB Base    (0.32% annually)
       5%.....................0.10% of the MGIB Base    (0.40% annually)
       6%.....................0.15% of the MGIB Base    (0.60% annually)
       7%.....................0.125% of the MGIB Base*  (0.50% annually)

                                   2
Minimum Guaranteed Withdrawal Benefit rider:
        Quarterly Charge
        ----------------
        0.125% of the MGWB Eligible Payment Amount(3) (0.50% annually)

  *****We deduct optional rider charges from the subaccounts in which you
  are invested on each quarterly contract anniversary and pro rata on
  termination of the Contract; if the value in the subaccounts is insufficient,
  the optional rider charges will be deducted from the Fixed Interest
  Allocation nearest maturity.

    (1) The MGAB Charge Base is the total of premiums and credits added during
        the 2-year period commencing on the rider date if you purchase the
        rider on the contract date, or, your contract value on the rider date
        plus premiums and credits added during the 2-year period commencing on
        the rider date if you purchase the rider after the contract date,
        reduced pro rata for all withdrawals taken while the MGAB rider is in
        effect, and reduced pro rata for transfers made during the 3-year
        period before the MGAB Benefit Date.

    (2) The MGIB Base generally depends on the amount of premiums you pay
        during the first five contract years after you purchase the rider
        and the credit(s) applied, when you pay the premiums, and less a pro
        rata deduction for any withdrawal or transfer made while the MGIB
        rider is in effect.

    (3) The MGWB Eligible Payment Amount is (i) the total of premiums and
        credits paid during the 2-year period commencing on the rider date if
        you purchase the rider on the contract date; or (ii) your contract
        value on the rider date plus subsequent premiums and credits received
        during the two-year period commencing on the rider date.

   THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net
assets of a portfolio):

                                                 OTHER          TOTAL
                                              EXPENSES(2)      EXPENSES
                                 MANAGEMENT  AFTER EXPENSE   AFTER EXPENSE
  PORTFOLIO                       FEES(1)    REIMBURSEMENT  REIMBURSEMENT(3)
  Liquid Asset                     0.59%        0.00%           0.59%
  Limited Maturity Bond            0.60%        0.00%           0.60%
  Global Fixed Income              1.60%        0.00%           1.60%(3)
  Total Return                     0.94%        0.03%           0.97%(3)
  Fully Managed                    0.98%        0.00%           0.98%
  Equity Income                    0.98%        0.00%           0.98%
  Investors                        1.00%        0.01%           1.01%
  Large Cap Value                  1.00%        0.01%           1.01%
  Rising Dividends                 0.98%        0.00%           0.98%
  Capital Growth                   1.08%        0.00%           1.08%
  Growth                           1.08%        0.01%           1.09%
  Value Equity                     0.98%        0.00%           0.98%
  Research                         0.94%        0.00%           0.94%
  Managed Global                   1.25%        0.01%           1.26%
  All Cap                          1.00%        0.01%           1.01%
  Capital Appreciation             0.98%        0.00%           0.98%
  Mid-Cap Growth                   0.94%        0.01%           0.95%
  Strategic Equity                 0.98%        0.01%           0.99%
  Small Cap                        0.98%        0.01%           0.99%
  Real Estate                      0.98%        0.01%           0.99%
  Hard Assets                      0.98%        0.02%           1.00%
  Developing World                 1.75%        0.08%           1.83%

 _______________________
 (1)    Fees decline as the total assets of one or more portfolios
        increase. See the prospectus for the GCG Trust for more information.
 (2)    Other expenses generally consist of independent trustees fees
        and certain expenses associated with investing in international
        markets.  Other expenses are based on actual expenses for the year
        ended December 31, 1998, except for portfolios that commenced
        operations in 1998 where the charges have been estimated.
 (3)    Total expenses are based on actual expenses for the fiscal year
        ended December 31, 1998.  Directed Services, Inc. is currently
        reimbursing expenses to maintain total expenses at 0.97% for the
        Total Return portfolio and 1.60% for the Global Fixed Income
        portfolio as shown.  Without this reimbursement, and based on current
        estimates, total expenses would be 0.98% for the Total Return
        portfolio and 1.74% for the Global Fixed Income portfolio.  This
         reimbursement agreement will remain in place through August 14, 2000
         after which it may be terminated at any time.

                                   3
THE PIMCO TRUST ANNUAL EXPENSES (as a percentage of the average daily net
assets of a portfolio):

                                               OTHER          TOTAL
                                              EXPENSES       EXPENSES
                               MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE
  PORTFOLIO                       FEES     REIMBURSEMENT  REIMBURSEMENT(1)
   PIMCO High Yield Bond         0.50%        0.25%(2)        0.75%
   PIMCO StocksPLUS Growth
     and Income                  0.40%        0.25%           0.65%
 _______________________
 (1)    PIMCO has agreed to waive some or all of its other expenses,
        subject to potential future reimbursement, to the extent that total
        expenses for the PIMCO High Yield Bond Portfolio and PIMCO StocksPLUS
        Growth and Income portfolio would exceed 0.75% and 0.65%,
        respectively, due to payment by the portfolios of their pro rata
        portion of Trustees' fees.  Without this agreement and, based on
        current estimates, total expenses would be 0.81% for the PIMCO High
        Yield Bond portfolio and 0.72% for the PIMCO StocksPLUS Growth and
        Income portfolio.

 (2)    Since the PIMCO High Yield Bond portfolio commenced operations
        on April 30, 1998, other expenses as shown have been annualized for
        the year ended December 31, 1998.

THE WARBURG PINCUS TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):

                                ADVISORY       OTHER        TOTAL
   PORTFOLIO                      FEES        EXPENSES   EXPENSES(1)
   International Equity          1.00%         0.33%        1.33%
 _______________________
 (1)Total expenses are based on actual expenses for the fiscal year
    ended December 31, 1998.

The purpose of the foregoing tables is to help you understand the various
costs and expenses that you will bear directly and indirectly.  See the
prospectuses of the GCG Trust, the PIMCO Trust and the Warburg Pincus
Trust for additional information on portfolio expenses.

Premium taxes (which currently range from 0% to 3.5% of premium payments)
may apply, but are not reflected in the tables above or in the examples
below.

                                   4
EXAMPLES:
The following four examples are designed to show you the expenses you would
pay on a $1,000 investment, plus a credit of $40, that earns 5% annually.
Each example assumes election of the Max 7 Enhanced Death Benefit.  The
examples reflect the deduction of a mortality and expense risk charge, an asset
based administrative charge, and the annual contract administrative charge as
an annual charge of 0.05% of assets (based on an average contract value of
$80,000).  In addition, Examples 1 and 2 assume you elected an optional
benefit rider with the highest charge 0.75% annually, except for the Liquid
Asset and Limited Maturity Bond portfolios, where the charge is 0.50% annually
and assume the rider charge is assessed each quarter on a base equal to the
hypothetical $1,000 premium increasing at 7% per year (the assumed net rate for
the Liquid Asset and Limited Maturity Bond portfolios).  The annual charge of
0.75% results from the assumption of a 7% annual increase in the rider base but
only a 5% earnings increase in the contract value before expenses.  Thus, 0.75%
represents an annual charge over a 10-year period which is equivalent to an
increasing charge of 0.125% per quarter over the same period.  If the Standard
Death Benefit, the Annual Ratchet Enhanced Death Benefit or 7% Solution
Enhanced Death Benefit is elected instead of the Max 7 Enhanced Death Benefit
used in the examples, the actual expenses will be less than those represented
in the examples. Note that surrender charges may apply if you choose to
annuitize your Contract within the first 5 contract years, and under certain
circumstances, within the first 9 contract years.  Thus, in the event you
annuitize your Contract under circumstances that require a surrender charge,
you should refer to Examples 1 and 3 below which assume applicable surrender
charges.

Example 1
If you surrender your Contract at the end of the applicable time period
and elected an optional benefit rider with the highest charge, you would
pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $115        $188        $253        $383
    Limited Maturity Bond       $115        $188        $253        $384
    Global Fixed Income         $129        $228        $318        $499
    Total Return                $123        $210        $288        $446
    Fully Managed               $123        $210        $289        $447
    Equity Income               $123        $210        $289        $447
    Investors                   $123        $211        $290        $450
    Large Cap Value             $123        $211        $290        $450
    Rising Dividends            $123        $210        $289        $447
    Capital Growth              $124        $213        $293        $456
    Growth                      $124        $213        $294        $456
    Value Equity                $123        $210        $289        $447
    Research                    $123        $209        $287        $443
    Managed Global              $126        $218        $302        $471
    All Cap                     $123        $211        $290        $450
    Capital Appreciation        $123        $210        $289        $447
    Mid-Cap Growth              $123        $209        $287        $444
    Strategic Equity            $123        $210        $289        $448
    Small Cap                   $123        $210        $289        $448
    Real Estate                 $123        $210        $289        $448
    Hard Assets                 $123        $211        $289        $449
    Developing World            $132        $235        $328        $517

    THE PIMCO TRUST
    PIMCO High Yield Bond       $121        $203        $277        $427
    PIMCO StocksPLUS
      Growth and Income         $120        $200        $273        $418

    THE WARBURG PINCUS TRUST
    International Equity        $127        $220        $305        $477

                                   5
Example 2
If you do not surrender your Contract at the end of the applicable time period
and elected an optional benefit rider with the highest charge, you would
pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $35        $108        $183        $383
    Limited Maturity Bond        $35        $108        $183        $384
    Global Fixed Income          $49        $148        $248        $499
    Total Return                 $43        $130        $218        $446
    Fully Managed                $43        $130        $219        $447
    Equity Income                $43        $130        $219        $447
    Investors                    $43        $131        $220        $450
    Large Cap Value              $43        $131        $220        $450
    Rising Dividends             $43        $130        $219        $447
    Capital Growth               $44        $133        $223        $456
    Growth                       $44        $133        $224        $456
    Value Equity                 $43        $130        $219        $447
    Research                     $43        $129        $217        $443
    Managed Global               $46        $138        $232        $471
    All Cap                      $43        $131        $220        $450
    Capital Appreciation         $43        $130        $219        $447
    Mid-Cap Growth               $43        $129        $217        $444
    Strategic Equity             $43        $130        $219        $448
    Small Cap                    $43        $130        $219        $448
    Real Estate                  $43        $130        $219        $448
    Hard Assets                  $43        $131        $219        $449
    Developing World             $52        $155        $258        $517

    THE PIMCO TRUST
    PIMCO High Yield Bond        $41        $123        $207        $427
    PIMCO StocksPLUS
      Growth and Income          $40        $120        $203        $418

    THE WARBURG PINCUS TRUST
    International Equity         $47        $140        $235        $477

                                   6
Example 3
If you surrender your Contract at the end of the applicable time period
and did not elect any optional benefit rider, you would pay the following
expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $107        $162        $210        $299
    Limited Maturity Bond       $107        $163        $211        $300
    Global Fixed Income         $117        $193        $261        $397
    Total Return                $111        $174        $230        $337
    Fully Managed               $111        $174        $230        $338
    Equity Income               $111        $174        $230        $338
    Investors                   $111        $175        $232        $341
    Large Cap Value             $111        $175        $232        $341
    Rising Dividends            $111        $174        $230        $338
    Capital Growth              $112        $177        $236        $348
    Growth                      $112        $178        $236        $349
    Value Equity                $111        $174        $230        $338
    Research                    $110        $173        $228        $334
    Managed Global              $114        $183        $245        $365
    All Cap                     $111        $175        $232        $341
    Capital Appreciation        $111        $174        $230        $338
    Mid-Cap Growth              $110        $173        $229        $335
    Strategic Equity            $111        $175        $231        $339
    Small Cap                   $111        $175        $231        $339
    Real Estate                 $111        $175        $231        $339
    Hard Assets                 $111        $175        $231        $340
    Developing World            $120        $200        $273        $418

    THE PIMCO TRUST
    PIMCO High Yield Bond       $108        $167        $219        $315
    PIMCO StocksPLUS
      Growth and Income         $107        $164        $214        $305

    THE WARBURG PINCUS TRUST
    International Equity        $114        $185        $248        $372

                                   7
Example 4
If you do not surrender your Contract at the end of the applicable time
period and did not elect any optional benefit rider, you would pay the
following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR          3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $27             $82        $140        $299
    Limited Maturity Bond        $27             $83        $141        $300
    Global Fixed Income          $37            $113        $191        $397
    Total Return                 $31             $94        $160        $337
    Fully Managed                $31             $94        $160        $338
    Equity Income                $31             $94        $160        $338
    Investors                    $31             $95        $162        $341
    Large Cap Value              $31             $95        $162        $341
    Rising Dividends             $31             $94        $160        $338
    Capital Growth               $32             $97        $166        $348
    Growth                       $32             $98        $166        $349
    Value Equity                 $31             $94        $160        $338
    Research                     $30             $93        $158        $334
    Managed Global               $34            $103        $175        $365
    All Cap                      $31             $95        $162        $341
    Capital Appreciation         $31             $94        $160        $338
    Mid-Cap Growth               $30             $93        $159        $335
    Strategic Equity             $31             $95        $161        $339
    Small Cap                    $31             $95        $161        $339
    Real Estate                  $31             $95        $161        $339
    Hard Assets                  $31             $95        $161        $340
    Developing World             $40            $120        $203        $418

    THE PIMCO TRUST
    PIMCO High Yield Bond        $28             $87        $149        $315
    PIMCO StocksPLUS
      Growth and Income          $27             $84        $144        $305

    THE WARBURG PINCUS TRUST
    International Equity         $34            $105        $178        $372

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN
SUBJECT TO THE TERMS OF YOUR CONTRACT.

                                   8
PERFORMANCE INFORMATION
ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract.  Each
subaccount of Separate Account B has its own accumulation unit value.
The accumulation units are valued each business day that the New York
Stock Exchange is open for trading.  Their values may increase or
decrease from day to day according to a Net Investment Factor, which is
primarily based on the investment performance of the applicable
investment portfolio.  Shares in the investment portfolios are valued at
their net asset value.

THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects certain charges
under the Contract and the investment performance of the subaccount.  The Net
Investment Factor is calculated for each subaccount as follows:

     (1)  We take the net asset value of the subaccount at the end of
          each business day.

     (2)  We add to (1) the amount of any dividend or capital gains
          distribution declared for the subaccount and reinvested in such
          subaccount.  We subtract from that amount a charge for our taxes,
          if any.

     (3)  We divide (2) by the net asset value of the subaccount at the
          end of the preceding business day.

     (4)  We then subtract the applicable daily mortality and expense
          risk charge and the daily asset-based administrative charge from
          the subaccount.

Calculations for the subaccounts are made on a per share basis.

CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each
subaccount of Golden American Separate Account B offered in this
prospectus and (ii) the total investment value history of each such
subaccount are presented in Appendix A - Condensed Financial Information.

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the years
ended December 31, 1998 and 1997 are included in the Statement of
Additional Information. The audited consolidated financial statements of
Golden American for the years ended December 31, 1998, 1997 and 1996 and
the unaudited condensed consolidated financial statements of Golden
American for the nine months ended September 30, 1999 are included in
this prospectus.

PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract
owners performance information for the subaccounts of Separate Account B,
including the average annual total return performance, yields and other
nonstandard measures of performance.  Such performance data will be
computed, or accompanied by performance data computed, in accordance with
standards defined by the SEC.

Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period.  Information on
standard total average annual return performance will include average
annual rates of total return for 1, 5 and 10 year periods, or lesser
periods depending on how long Separate Account B has
been investing in the portfolio.  We may show other total returns for
periods less than one year.  Total return figures will be based on the
actual historic performance of the subaccounts of Separate Account B,
assuming an investment at the beginning of the period when the separate
account first invested in the portfolios, withdrawal of the investment

                                  9
at the end of the period, adjusted to reflect the deduction of all applicable
portfolio and current contract charges.  We may also show rates of total
return on amounts invested at the beginning of the period with no withdrawal
at the end of the period.  Total return figures which assume no withdrawals
at the end of the period will reflect all recurring charges, but will not
reflect the surrender charge.  Quotations of average annual return for the
Managed Global subaccount take into account the period before September
3, 1996, during which it was maintained as a subaccount of Golden
American Separate Account D.  In addition, we may present historic
performance data for the investment portfolios since their inception
reduced by some or all of the fees and charges under the Contract.  Such
adjusted historic performance includes data that precedes the inception
dates of the subaccounts of Separate Account B.  This data is designed to
show the performance that would have resulted if the Contract had been in
existence before the separate account began investing in the portfolios.

Current yield for the Liquid Asset subaccount is based on income received
by a hypothetical investment over a given 7-day period, less expenses
accrued, and then "annualized" (i.e., assuming that the 7-day yield would
be received for 52 weeks). We calculate "effective yield" for the Liquid
Asset subaccount in a manner similar to that used to calculate yield, but
when annualized, the income earned by the investment is assumed to be
reinvested.  The "effective yield" will thus be slightly higher than the
"yield" because of the compounding effect of earnings.  We calculate
quotations of yield for the remaining subaccounts on all investment
income per accumulation unit earned during a given 30-day period, after
subtracting fees and expenses accrued during the period, assuming no
surrender and the selection of the Max 7 Enhanced Death Benefit and
the MGIB optional benefit rider.

We may compare performance information for a subaccount to: (i) the
Standard & Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue
Money Market Institutional Averages, or any other applicable market
indices, (ii) other variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services (a widely used
independent research firm which ranks mutual funds and other investment
companies), or any other rating service, and (iii) the Consumer Price
Index (measure for inflation) to determine the real rate of return of an
investment in the Contract.  Our reports and promotional literature may
also contain other information including the ranking of any subaccount
based on rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services or by similar
rating services.

Performance information reflects only the performance of a hypothetical
contract and should be considered in light of other factors, including
the investment objective of the investment portfolio and market
conditions.  Please keep in mind that past performance is not a guarantee
of future results.

                 GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a Delaware stock life insurance
company, which was originally incorporated in Minnesota on January 2,
1973.  Golden American is a wholly owned subsidiary of Equitable of Iowa
Companies, Inc. ("Equitable of Iowa").  Equitable of Iowa is a wholly
owned subsidiary of ING Groep N.V. ("ING"), a global financial services
holding company.  Golden American is authorized to sell insurance
and annuities in all states, except New York, and the District of
Columbia.  In May 1996, Golden American established a subsidiary, First
Golden American Life Insurance Company of New York, which is authorized
to sell annuities in New York and Delaware.  Golden American's
consolidated financial statements appear in this prospectus.

                                   10
Equitable of Iowa is the holding company for Golden American, Directed
Services, Inc., the investment manager of the GCG Trust and the
distributor of the Contracts, and other interests. Equitable of Iowa and
another ING affiliate own ING Investment Management, LLC, a portfolio
manager of the GCG Trust.  ING also owns Baring International
Investment Limited, another portfolio manager of the GCG Trust.

Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.

                               THE TRUSTS

The GCG Trust is a mutual fund whose shares are offered to separate
accounts funding variable annuity and variable life insurance policies
offered by Golden American and other affiliated insurance companies. The
GCG Trust may also sell its shares to separate accounts of insurance
companies not affiliated with Golden American.  Pending SEC approval,
shares of the GCG Trust may also be sold to certain qualified pension and
retirement plans.  The address of the GCG Trust is 1475 Dunwoody Drive,
West Chester, PA 19380.

The PIMCO Trust is also a mutual fund whose shares are available to
separate accounts of insurance companies, including Golden American, for
both variable annuity contracts and variable life insurance policies and
to qualified pension and retirement plans.  The address of the PIMCO
Trust is 840 Newport Center Drive, Suite 300, Newport Beach, CA  92660.

The Warburg Pincus Trust is also a mutual fund whose shares are available
to separate accounts of life insurance companies, including Golden
American and Equitable Life Insurance Company of Iowa, and to certain
qualified and retirement plans.  The address of the Warburg Pincus Trust
is 153 East 53rd Street, New York, NY 10022.

In the event that, due to differences in tax treatment or other
considerations, the interests of contract owners of various contracts
participating in the Trusts conflict, we, the Boards of Trustees of the
GCG Trust, the PIMCO Trust and the Warburg Pincus Trust, Directed
Services, Inc., Pacific Investment Management Company, Credit Suisse
Asset Management, LLC and any other insurance companies participating in
the Trusts will monitor events to identify and resolve any material
conflicts that may arise.

YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, THE PIMCO TRUST
AND THE WARBURG PINCUS TRUST IN THE ACCOMPANYING PROSPECTUS FOR EACH
TRUST.  YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING.

                   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.

                                   11
Account B is divided into subaccounts.  Each subaccount invests
exclusively in shares of one investment portfolio of the GCG Trust, the
PIMCO Trust or the Warburg Pincus Trust.  Each investment portfolio has
its own distinct investment objectives and policies.  Income, gains and
losses, realized or unrealized, of a portfolio are credited to or charged
against the corresponding subaccount of Account B without regard to any
other income, gains or losses of the Company.  Assets equal to the
reserves and other contract liabilities with respect to each are not
chargeable with liabilities arising out of any other business of the
Company.  They may, however, be subject to liabilities arising from
subaccounts whose assets we attribute to other variable annuity contracts
supported by Account B.  If the assets in Account B exceed the required
reserves and other liabilities, we may transfer the excess to our general
account.  We are obligated to pay all benefits and make all payments
provided under the Contracts.

We currently offer other variable annuity contracts that invest in
Account B but are not discussed in this prospectus.  Account B may also
invest in other investment portfolios which are not available under your
Contract.

                        THE INVESTMENT PORTFOLIOS
During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed in the section
below.  YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO
ANY INVESTMENT PORTFOLIO, AND YOU AND MAY LOSE YOUR PRINCIPAL.

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below.
You should understand that there is no guarantee that any portfolio will
meet its investment objectives.  Meeting objectives depends on various
factors, including, in certain cases, how well the portfolio managers
anticipate changing economic and market conditions.  YOU CAN FIND MORE
DETAILED INFORMATION ABOUT THE INVESTMENT PORTFOLIOS IN THE PROSPECTUSES
FOR THE GCG TRUST, THE PIMCO TRUST AND THE WARBURG PINCUS TRUST.  YOU
SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.

INVESTMENT                       INVESTMENT OBJECTIVE
PORTFOLIO

THE GCG TRUST

Liquid Asset        Seeks high level of current income consistent
                    with the preservation of capital and
                    liquidity.
                    Invests primarily in obligations of the U.S.
                    Government and its agencies and
                    instrumentalities, bank obligations,
                    commercial paper and short-term corporate debt
                    securities.  All securities will mature in
                    less than one year.
                    ----------------------------------------------------

Limited Maturity    Seeks highest current income consistent with
Bond                low risk to principal and liquidity.
                    Also seeks to enhance its total return through
                    capital appreciation when market factors, such
                    as falling interest rates and rising bond
                    prices, indicate that capital appreciation may
                    be available without significant risk to
                    principal.
                    Invests primarily in diversified limited
                    maturity debt securities with average maturity
                    dates of five years or shorter and in no cases
                    more than seven years.
                    ----------------------------------------------------

Global Fixed Income Seeks high total return.
                    Invests primarily in high-grade fixed income
                    securities, both foreign and domestic.
                    ----------------------------------------------------

                                   12
Total Return        Seeks above-average income (compared to a
                    portfolio entirely invested in equity
                    securities) consistent with the prudent
                    employment of capital.
                    Invests primarily in a combination of equity
                    and fixed income securities.
                    ----------------------------------------------------

Fully Managed       Seeks, over the long term, a high total
                    investment return consistent with the
                    preservation of capital and with prudent
                    investment risk.
                    Invests primarily in the common stocks of
                    established companies believed by the
                    portfolio manager to have above-average
                    potential for capital growth.
                    ----------------------------------------------------

Equity Income       Seeks substantial dividend income as well as
                    long-term growth of capital.
                    Invests primarily in common stocks of well-
                    established companies paying above-average
                    dividends.
                    ----------------------------------------------------

Investors           Seeks long-term growth of capital.  Current
                    income is a secondary objective.
                    Invests primarily in equity securities of U.S.
                    companies and to a lesser degree, debt
                    securities.
                    ----------------------------------------------------

Large Cap Value     Seeks long-term growth of capital and income.
                    Invests primarily in equity and equity-related
                    securities of companies with market
                    capitalization greater than $1 billion.
                    ----------------------------------------------------

Rising Dividends    Seeks capital appreciation.  A secondary
                    objective is dividend income.
                    Invests in equity securities that meet the
                    following quality criteria: regular dividend
                    increases; 35% of earnings reinvested
                    annually; and a credit rating of "A" to "AAA".
                    ----------------------------------------------------

Capital Growth      Seeks long-term total return.
                    Invests primarily in common stocks of
                    companies where the potential for change
                    (earnings acceleration) is significant.
                    ----------------------------------------------------

Growth              Seeks capital appreciation.
                    Invests primarily in common stocks of growth
                    companies that have favorable relationships
                    between price/earnings ratios and growth rates
                    in sectors offering the potential for above-
                    average returns.
                    ----------------------------------------------------

Value Equity        Seeks capital appreciation.  Dividend income
                    is a secondary objective.
                    Invests primarily in common stocks of domestic
                    and foreign issuers which meet quantitative
                    standards relating to financial soundness and
                    high intrinsic value relative to price.
                    ----------------------------------------------------

Research            Seeks long-term growth of capital and future
                    income.
                    Invests primarily in common stocks or
                    securities convertible into common stocks of
                    companies believed to have better than average
                    prospects for long-term growth.
                    ----------------------------------------------------

Managed Global      Seeks capital appreciation.  Current income is
                    only an incidental consideration.
                    Invests primarily in common stocks traded in
                    securities markets throughout the world.
                    ----------------------------------------------------

All Cap             Seeks capital appreciation through investment
                    in securities which the portfolio manager
                    believes have above-average capital
                    appreciation potential.
                    Invests primarily in equity securities of U.S.
                    companies of any size.
                    ----------------------------------------------------

Capital             Seeks long-term capital growth.
  Appreciation      Invests primarily in equity securities
                    believed by the portfolio manager to be
                    undervalued.
                    ----------------------------------------------------

Mid-Cap Growth      Seeks long-term growth of capital.
                    Invests primarily in equity securities of
                    companies with medium market capitalization
                    which the portfolio manager believes have
                    above-average growth potential.
                    ----------------------------------------------------

Strategic Equity    Seeks capital appreciation.
                    Invests primarily in common stocks of medium-
                    and small-sized companies.
                    ----------------------------------------------------

                                   13
Small Cap           Seeks long-term capital appreciation.
                    Invests primarily in equity securities of
                    companies that have a total market
                    capitalization within the range of companies
                    in the Russell 2000 Growth Index or the
                    Standard & Poor's Small-Cap 600 Index.
                    ----------------------------------------------------

Real Estate         Seeks capital appreciation.  Current income is
                    a secondary objective.
                    Invests primarily in publicly-traded real
                    estate equity securities.
                    ----------------------------------------------------

Hard Assets         Seeks long-term capital appreciation.
                    Invests primarily in hard asset securities.
                    Hard asset companies produce a commodity which
                    the portfolio manager is able to price on a
                    daily or weekly  basis.
                    ----------------------------------------------------

Developing World    Seeks capital appreciation.
                    Invests primarily in equity securities of
                    companies in developing or emerging countries.
                    ----------------------------------------------------

THE PIMCO TRUST
PIMCO High Yield    Seeks to maximize total return, consistent
 Bond               with preservation of capital and prudent
                    investment management.
                    Invests in at least 65% of its assets in a
                    diversified portfolio of junk bonds rated at
                    least B by Moody's Investor Services, Inc. or
                    Standard & Poor's or, if unrated, determined
                    by the portfolio manager to be of comparable
                    quality.
                    ----------------------------------------------------

PIMCO StocksPLUS    Seeks to achieve a total return which exceeds
 Growth and Income  the total return performance of the S&P 500.
                    Invests primarily in common stocks, options,
                    futures, options on futures and swaps.
                    ----------------------------------------------------

THE WARBURG PINCUS TRUST
International       Seeks long-term appreciation.
 Equity             Invests primarily in a broadly diversified
                    portfolio of equity securities of companies
                    that have their principal business activities
                    outside of the United States.
                    ----------------------------------------------------

                                   14
INVESTMENT MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of the GCG Trust.
The GCG Trust pays Directed Services a monthly fee for its investment
advisory and management services.  The monthly fee is based on the
average daily net assets of an investment portfolio, and in some cases,
the combined total assets of certain grouped portfolios.  Directed
Services provides or procures, at its own expense, the services necessary
for the operation of the portfolios.  Directed Services (and not the GCG
Trust) pays each portfolio manager a monthly fee for managing the assets
of a portfolio.  For a list of the portfolio managers, see the front
cover of this prospectus.  Directed Services does not bear the expense of
brokerage fees and other transactional expenses for securities, taxes (if
any) paid by a portfolio, interest on borrowing, fees and expenses of the
independent trustees, and extraordinary expenses, such as litigation or
indemnification expenses.

Pacific Investment Management Company ("PIMCO") serves as investment
advisor to the PIMCO Trust.  The PIMCO Trust pays PIMCO a monthly
advisory fee and a monthly administrative fee of 0.25% based on the
average daily net assets of each of the investment portfolios for
managing the assets of the portfolios and for administering the PIMCO
Trust.

Credit Suisse Asset Management, LLC serves as the investment advisor of
the Warburg Pincus Trust.  The Warburg Trust pays Credit Suisse Asset
Management a monthly advisory fee based on the average daily net assets
of the investment portfolio and also procures the services necessary for
the operation of its portfolios.  The Warburg Trust pays monthly
administrative fees to two co-administrators for administrative services,
one of which is an affiliate of Credit Suisse Asset Management.  The
monthly administrative fee is based on the portfolio's average daily net
assets.  Credit Suisse Asset Management does not bear any portfolio
expenses.

YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS
MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST.  YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.

                      THE FIXED INTEREST ALLOCATION
You may allocate premium payments and transfer your contract value to the
guaranteed interest periods of our Fixed Account at any time during the
accumulation period.  Every time you allocate money to the Fixed Account,
we set up a Fixed Interest Allocation for the guaranteed interest period
you select.  We currently offer guaranteed interest periods of 6 months,
1, 3, 5, 7 and 10 years, although we may not offer all these periods in
the future. You may select one or more guaranteed interest periods at any
one time.  We will credit your Fixed Interest Allocation with a
guaranteed interest rate for the interest period you select, so long as
you do not withdraw money from that Fixed Interest Allocation before the
end of the guaranteed interest period.  Each guaranteed interest period
ends on its maturity date which is the last day of the month in which the
interest period is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a
Fixed Interest Allocation more than 30 days before the end of the
guaranteed interest period, we will apply a Market Value Adjustment to
the transaction.  A Market Value Adjustment could increase or decrease
the amount you surrender, withdraw, transfer or annuitize, depending on
current interest rates at the time of the transaction.  YOU BEAR THE RISK
THAT YOU MAY RECEIVE LESS THAN YOUR PRINCIPAL IF WE APPLY A MARKET VALUE
ADJUSTMENT.

                                   15
Assets supporting amounts allocated to the Fixed Account are available to
fund the claims of all classes of our customer, contract owners and other
creditors.  Interests under your Contract relating to the Fixed Account
are registered under the Securities Act of 1933, but the Fixed Account is
not registered under the 1940 Act.

SELECTING A GUARANTEED INTEREST PERIOD
You may select one or more Fixed Interest Allocations with specified
guaranteed interest periods.  A guaranteed interest period is the period
that a rate of interest is guaranteed to be credited to your Fixed
Interest Allocation.  We may at any time decrease or increase the number
of guaranteed interest periods offered.  In addition, we may offer DCA
Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest
Allocations available exclusively in connection with our dollar cost
averaging program.  For more information on DCA Fixed Interest
Allocations, see "Transfers Among Your Investments - Dollar Cost
Averaging."

Your contract value in the Fixed Account is the sum of your Fixed
Interest Allocations and the interest credited as adjusted for any
withdrawals (including any Market Value Adjustment applied to such
withdrawal), transfers or other charges we may impose.  Your Fixed
Interest Allocation will be credited with the guaranteed interest rate in
effect for the guaranteed interest period you selected when we receive
and accept your premium or reallocation of contract value.  We will
credit interest daily at a rate which yields the quoted guaranteed
interest rate.

GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is
guaranteed as long as you do not take your money out until its maturity
date.  We do not have a specific formula for establishing the guaranteed
interest rates for the different guaranteed interest periods.  We
determine guaranteed interest rates at our sole discretion.  To find out
the current guaranteed interest rate for a guaranteed interest period you
are interested in, please contact our Customer Service Center or your
registered representative.  The determination may be influenced by the
interest rates on fixed income investments in which we may invest with
the amounts we receive under the Contracts.  We will invest these amounts
primarily in investment-grade fixed income securities (i.e., rated by
Standard & Poor's rating system to be suitable for prudent investors)
although we are not obligated to invest according to any particular
strategy, except as may be required by applicable law.  You will have no
direct or indirect interest in these investments.  We will also consider
other factors in determining the guaranteed interest rates, including
regulatory and tax requirements, sales commissions and administrative
expenses borne by us, general economic trends and competitive factors.
We cannot predict the level of future interest rates but no Fixed
Interest Allocation will ever have a guaranteed interest rate of less
than 3% per year.

We may from time to time at our discretion offer interest rate specials
for new premiums that are higher than the current base interest rate then
offered.  Renewal rates for such rate specials will be based on the base
interest rate and not on the special rates initially declared.

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to
one or more new Fixed Interest Allocations with new guaranteed interest
periods, or to any of the subaccounts of Account B.  We will transfer
amounts from your Fixed Interest Allocations starting with the guaranteed
interest period nearest its maturity date until we have honored your
transfer request.

                                   16
The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $100.  If a transfer request would reduce the contract
value remaining in a Fixed Interest Allocation to less than $100, we will
treat such transfer request as a request to transfer the entire contract
value in such Fixed Interest Allocation.  Transfers from a Fixed Interest
Allocation may be subject to a Market Value Adjustment.  If you have a
special Fixed Interest Allocation that was offered exclusively with our
dollar cost averaging program, cancelling dollar cost averaging will
cause a transfer of the entire contract value in such Fixed Interest
Allocation to the Liquid Asset subaccount, and such a transfer will be
subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may transfer
amounts from the applicable Fixed Interest Allocation to the subaccounts
and/or to new Fixed Interest Allocations with guaranteed interest periods
of any length we are offering at that time.  You may not, however,
transfer amounts to any Fixed Interest Allocation with a guaranteed
interest period that extends beyond the annuity start date.

At least 30 calendar days before a maturity date of any of your Fixed
Interest Allocations, or earlier if required by state law, we will send
you a notice of the guaranteed interest periods that are available.  You
must notify us which subaccounts or new guaranteed interest periods you
have selected before the maturity date of your Fixed Interest
Allocations.  If we do not receive timely instructions from you, we will
transfer the contract value in the maturing Fixed Interest Allocation to
a new Fixed Interest Allocation with a guaranteed interest period that is
the same as the expiring guaranteed interest period.  If such guaranteed
interest period is not available or would go beyond the annuity start
date, we will transfer your contract value in the maturing Fixed Interest
Allocation to the next shortest guaranteed interest period which does not
go beyond the annuity start date.  If no such guaranteed interest period
is available, we will transfer the contract value to a subaccount
specially designated by the Company for such purpose.  Currently we use
the Liquid Asset subaccount for such purpose.

Please be aware that the benefit we pay under certain optional benefit riders
will be adjusted by any transfers you make to and from the Fixed Interest
Allocations during specified periods while the rider is in effect.  See
"Optional Riders."

WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your
contract value in any Fixed Interest Allocation.  You may make systematic
withdrawals of only the interest earned during the prior month, quarter
or year, depending on the frequency chosen, from a Fixed Interest
Allocation under our systematic withdrawal option.  Systematic
withdrawals from a Fixed Interest Allocation are not permitted if such
Fixed Interest Allocation is currently participating in the dollar cost
averaging program.  A withdrawal from a Fixed Interest Allocation may be
subject to a Market Value Adjustment and, in some cases, a surrender
charge.  Be aware that withdrawals may have federal income tax consequences,
including a 10% penalty tax, as well as state income tax consequences.

Please be aware that the benefit we pay under any of the optional riders
will be reduced on a pro rata basis by any withdrawals you make from the
Fixed Interest Allocations during the period while the rider is in effect.

If you tell us the Fixed Interest Allocation from which your withdrawal
will be made, we will assess the withdrawal against that Fixed Interest
Allocation.  If you do not, we will assess your withdrawal against the
subaccounts in which you are invested, unless the withdrawal exceeds the
contract value in the subaccounts.  If there is no contract value in
those subaccounts, we will deduct your withdrawal from your Fixed
Interest Allocations starting with the guaranteed interest periods
nearest their maturity dates until we have honored your request.

Please be aware that the benefit we pay under any of the optional riders
will be reduced on a pro rata basis by any withdrawals you make from the
Fixed Interest Allocations during the period while the rider is in effect.
See "Optional Riders."

MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect on
your contract value.  We will apply a Market Value Adjustment (i)
whenever you withdraw or transfer money from a Fixed Interest

                                   17
Allocation
(unless made within 30 days before the maturity date of the applicable
guaranteed interest period, or under the systematic withdrawal or dollar
cost averaging program) and (ii) if on the annuity start date a
guaranteed interest period for any Fixed Interest Allocation does not end
on or within 30 days of the annuity start date.

We determine the Market Value Adjustment by multiplying the amount you
withdraw, transfer or apply to an income plan by the following factor:

                    (   1+I   )N/365
                    (---------)         -1
                    (1+J+.0050)

Where,

    o   "I" is the Index Rate for a Fixed Interest Allocation on the
        first day of the guaranteed interest period;

    o   "J" is equal to the following:

        (1) If calculated for a Fixed Interest Allocation of 1 year or
            more, then "J" is the Index Rate for a new Fixed Interest
            Allocation with a guaranteed interest period equal to the
            time remaining (rounded up to the next full year except in
            Pennsylvania) in the guaranteed interest period;

        (2) If calculated for a Fixed Interest Allocation of 6 months,
            then "J" is the lesser of the Index Rate for a new Fixed
            Interest Allocation with (i) a 6 month guaranteed interest
            period, or (ii) a 1 year guaranteed interest period at
            the time of calculation; and

    o   "N" is the remaining number of days in the guaranteed interest
        period at the time of calculation.
      "I" is the Index Rate for a Fixed Interest Allocation on the
       first day of the guaranteed interest period;

The Index Rate is the average of the Ask Yields for U.S. Treasury Strips
as quoted by a national quoting service for a period equal to the
applicable guaranteed interest period.  The average currently is based on
the period starting from the 22nd day of the calendar month two months
prior to the month of the Index Rate determination and ending the 21st
day of the calendar month immediately before the month of determination.
We currently calculate the Index Rate  once each calendar month but have
the right to calculate it more frequently.  The Index Rate will always be
based on a period of at least 28 days.  If the Ask Yields are no longer
available, we will determine the Index Rate by using a suitable and
approved, if required, replacement method.

A Market Value Adjustment may be positive, negative or result in no
change.  In general, if interest rates are rising, you bear the risk that
any Market Value Adjustment will likely be negative and reduce your
contract value.  On the other hand, if interest rates are falling, it is
more likely that you will receive a positive Market Value Adjustment that
increases your contract value.  In the event of a full surrender,
transfer or annuitization from a Fixed Interest Allocation, we will add
or subtract any Market Value Adjustment from the amount surrendered,
transferred or annuitized.  In the event of a partial withdrawal,
transfer or annuitization, we will add or subtract any Market Value
Adjustment from the total amount withdrawn, transferred or annuitized in
order to provide the amount requested.  If a negative Market Value
Adjustment exceeds your contract value in the Fixed Interest Allocation,

                                   18
we will consider your request to be a full surrender, transfer or
annuitization of the Fixed Interest Allocation.

Several examples which illustrate how the Market Value Adjustment works
are included in Appendix B.

                          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, the PIMCO Trust and the Warburg Pincus Trust through
Account B.  It also provides a means for you to invest in a Fixed
Interest Allocation through the Fixed Account.

CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date.  Each 12-
month period following the contract date is a contract year.

ANNUITY START DATE
The annuity start date is the date you start receiving annuity payments
under your Contract.  The Contract, like all deferred variable annuity
contracts, has two phases: the accumulation phase and the income phase.
The accumulation phase is the period between the contract date and the
annuity start date.  The income phase begins when you start receiving
regular annuity payments from your Contract on the annuity start date.

CONTRACT OWNER
You are the contract owner.  You are also the annuitant unless another
annuitant is named in the application.  You have the rights and options
described in the Contract.  One or more persons may own the Contract.  If
there are multiple owners named, the age of the oldest owner will
determine the applicable death benefit if such death benefit is available
for multiple owners.

The death benefit becomes payable when you die.  In the case of a sole
contract owner who dies before the income phase begins, we will pay the
beneficiary the death benefit 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

                                   19
that owner if the other joint owner survives.  The entire
interest of the deceased joint owner in the Contract will pass to the
surviving joint owner and the death benefit is paid upon the death of the
first of the joint owners to die.  Joint owners may only select the
Standard Death Benefit option.  Upon adding an additional owner to a
contract which was issued with an Enhanced Death Benefit option, generally,
your death benefit will be changed automatically to a Standard Death Benefit
and your mortality and expense risk charges will be lowered
correspondingly to that which is charged under the Standard Death Benefit
Option.  Also note that if any owner's age is 86 or greater,
even the standard death benefit guarantee will also be lost.  Note that
returning a Contract to single owner status will not restore any Enhanced
Death Benefit.  Unless otherwise specified, the term "age" when used for
joint owners shall mean the age of the oldest owner.

ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments.  The annuitant's age determines when the
income phase must begin and the amount of the annuity payments to be
paid.  You are the annuitant unless you choose to name another person.
The annuitant may not be changed after the Contract is in effect.

The contract owner will receive the annuity benefits of the Contract if
the annuitant is living on the annuity start date.  If the annuitant dies
before the annuity start date, and a contingent annuitant has been named,
the contingent annuitant becomes the annuitant (unless the contract owner
is not an individual, in which case the death benefit becomes payable).

If there is no contingent annuitant when the annuitant dies before the
annuity start date, the contract owner will become the annuitant.  The
contract owner may designate a new annuitant within 60 days of the death
of the annuitant.

If there is no contingent annuitant when the annuitant dies before the
annuity start date and the contract owner is not an individual, we will
pay the designated beneficiary the death benefit then due.  If a
beneficiary has not been designated, or if there is no designated
beneficiary living, the contract owner will be the beneficiary.  If the
annuitant was the sole contract owner and there is no beneficiary
designation, the annuitant's estate will be the beneficiary.

Regardless of whether a death benefit is payable, if the annuitant dies
and any contract owner is not an individual, distribution rules under
federal tax law will apply.  You should consult your tax adviser for more
information if you are not an individual.

BENEFICIARY
The beneficiary is named by you in a written request.  The beneficiary is
the person who receives any death benefit proceeds and who becomes the
successor contract owner if the contract owner (or the annuitant if the
contract owner is other than an individual) dies before the annuity start
date.  We pay death benefits to the primary beneficiary (unless there are
joint owners, in which case death proceeds are payable to the surviving
owner(s)).

If the beneficiary dies before the annuitant or the contract owner, the
death benefit proceeds are paid to the contingent beneficiary, if any.
If there is no surviving beneficiary, we pay the death benefit proceeds
to the contract owner's estate.

                                   20
One or more persons may be a beneficiary or contingent beneficiary.  In
the case of more than one beneficiary, we will assume any death benefit
proceeds are to be paid in equal shares to the surviving beneficiaries.

You have the right to change beneficiaries during the annuitant's
lifetime unless you have designated an irrevocable beneficiary.  When an
irrevocable beneficiary has been designated, you and the irrevocable
beneficiary may have to act together to exercise some of the rights and
options under the Contract.

  CHANGE OF CONTRACT OWNER OR BENEFICIARY.  During the annuitant's
lifetime, you may transfer ownership of a non-qualified Contract.
A change in ownership may affect the amount of the death
benefit, the guaranteed death benefit, and/or the death benefit
option applied to the contract.  The new owner's age, as of the date of the
change, will be used as the basis for determining which option to use.
The new owner's death will determine when a death benefit is payable.

If the new owner's age is less than 80, the death benefit option in
effect prior to the change in owner will remain in effect.  If the new
owner's age is greater than 79, but less than or equal to 85, and if the
contract was issued with an enhanced death benefit, the death benefit
will become the Standard Death Benefit.  If the new owner's age is
greater than 85, the death benefit will be the cash surrender value.
Once a death benefit has been changed due to a change in owner, a
subsequent change to a younger owner will not restore any Enhanced Death
Benefits and the death benefit will continue to be the cash surrender value.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract
owner are not older than age 85.

The initial premium payment must be $10,000 or more ($1,500 for qualified
Contracts).  You may make additional payments of $500 or more ($250 for
qualified Contracts) at any time after the free look period before you
turn age 85.  Under certain circumstances, we may waive the minimum
premium payment requirement.  We may also change the minimum initial or
additional premium requirements for certain group or sponsored
arrangements.  An initial or additional premium payment that would cause
the contract value of all annuities that you maintain with us to exceed
$1,000,000 requires our prior approval.

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium and credit within 2 business days
after receipt, if the application and all information necessary for
processing the Contract are complete.  Subsequent premium payments and
credits will be processed within 1 business day if all information
necessary is received.  In certain states we also accept
initial and additional premium payments by wire order.  Wire transmittals
must be accompanied by sufficient electronically transmitted data.  We may
retain your initial premium payments for up to 5 business days while attempting
to complete an incomplete application.  If the application cannot be
completed within this period, we will inform you of the reasons for the delay.
We will also return the premium payment immediately unless you direct us to
hold the premium payment until the application is completed.  For initial
premium payments,the payment will be credited at the accumulation unit value
next determined after receipt of your premium payment and the completed
application.  Once the completed application is received, we will allocate the
payment and credit to the subaccount and/or Fixed Interest Allocation specified
by you within 2 business days.  We will make inquiry to discover any missing
information related to subsequent payments.  For any subsequent premium
payments, the payment and credit will be credited at the accumulation
unit value next determined after receipt of your premium payment and
instructions.

                                   21
Once we allocate your premium payment and credit to the subaccounts
selected by you, we convert the premium payment and credit into
accumulation units.  We divide the amount of the premium payment and
credit allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to determine the number of
accumulation units of the subaccount to be held in Account B with respect
to your Contract.  The net investment results of each subaccount vary
with its investment performance.

If your premium payment was transmitted by wire order from your broker-
dealer, we will follow one of the following two procedures after we
receive and accept the wire order and investment instructions.  The
procedure we follow depends on state availability and the procedures of
your broker-dealer.

     (1)  If either your state or broker-dealer do not permit us to issue
     a Contract without an application, we reserve the right to rescind
     the Contract if we do not receive and accept a properly completed
     application or enrollment form within 5 days of the premium
     payment.  If we do not receive the application or form within 5
     days of the premium payment, we will refund the contract value plus
     any charges we deducted, and the Contract will be voided.  Some
     states require that we return the premium paid, in which case we
     will comply.

     (2)  If your state and broker-dealer allow us to issue a Contract
     without an application, we will issue and mail the Contract to you,
     together with an Application Acknowledgement Statement for your
     execution.  Until our Customer Service Center receives the executed
     Application Acknowledgement Statement, neither you nor the broker-
     dealer may execute any financial transactions on your Contract
     unless they are requested in writing by you. We may require
     additional information before complying with your request
     (e.g., signature guarantee).

In some states, we may require that an initial premium designated for a
subaccount of Account B or the Fixed Account be allocated with the added
credit to a subaccount specially designated by the Company (currently,
the Liquid Asset subaccount) during the free look period.  After the free
look period, we will convert your contract value (your initial premium
and credit plus any earnings less any expenses) into accumulation units
of the subaccounts you previously selected.  The accumulation units will
be allocated based on the accumulation unit value next computed for each
subaccount.  Initial premiums designated for Fixed Interest Allocations
will be allocated with the added credit to a Fixed Interest Allocation
with the guaranteed interest period you have chosen; however, in the
future we may allocate the premiums and credits to the specially
designated subaccount during the free look period.

ADDITIONAL CREDIT TO PREMIUM
A credit will be added to your contract value based on each premium
payment.  The credit will be added proportionally to each subaccount and
Fixed Interest Allocation as the premium payment is allocated.  The
credit is a minimum of 4% of the premium payment.  We may increase the
credit at our discretion.  If we increase the credit we may reduce it
also at our discretion, but we will not reduce it below the minimum
credit of 4%, and we will give at least 30 days notice of any planned
reduction.

The credit constitutes earnings (and not premiums paid by you) for federal
tax purposes.

In any of the following circumstances, we deduct a credit from the amount
we pay to you or your beneficiary:

     (1) If you return your Contract within the free look period, we
         will deduct the credit from the refund amount;

                                   22
(2) If a death benefit of contract value becomes payable, we will
         deduct any credits added to your contract within 1 year prior
         to death; and

     (3) If we waive any surrender charge, we will deduct any credit
         added to your contract value within 1 year.

If we deduct a credit from any amount we pay to you, we will deduct the
full dollar amount of the credit.  You will retain any gains, and you will
also bear any losses, that are attributable to the credit we deduct.

Once we have waived any surrender charge, we will not add any additional
credit to any additional premium you pay on or after the date of any such
waiver.

CONTRACT VALUE
We determine your contract value on a daily basis beginning on the
contract date.  Your contract value is the sum of (a) the contract value
in the Fixed Interest Allocations, and (b) the contract value in each
subaccount in which you are invested.

  CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS.  The contract value in
your Fixed Interest Allocation is the sum of premium payments and credits
allocated to the Fixed Interest Allocation under the Contract, plus
contract value transferred to the Fixed Interest Allocation, plus
credited interest, minus any transfers and withdrawals from the Fixed
Interest Allocation (including any Market Value Adjustment applied to
such withdrawal), contract fees, (including, in some cases, fees for
optional benefit riders) and premium taxes.

  CONTRACT VALUE IN THE SUBACCOUNTS.  On the contract date, the contract
value in the subaccount in which you are invested is equal to the initial
premium paid and added credit that was designated to be allocated to the
subaccount. On the contract date, we allocate your contract value to each
subaccount and/or a Fixed Interest Allocation specified by you, unless
the Contract is issued in a state that requires the return of premium
payments during the free look period, in which case, the portion of your
initial premium and added credit not allocated to a Fixed Interest
Allocation may be allocated to a subaccount specially designated by the
Company during the free look period for this purpose (currently, the
Liquid Asset subaccount).

On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:

     (1) We take the contract value in the subaccount at the end of the
         preceding business day.

     (2) We multiply (1) by the subaccount's Net Investment Factor since
         the preceding business day.

     (3) We add (1) and (2).

     (4) We add to (3) any additional premium payments and credits, and
         then add or subtract any transfers to or from that subaccount.

     (5) We subtract from (4) any withdrawals and any related charges,
         and then subtract any contract fees (including any rider charges)
         and premium taxes.

                                   23
CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract.  The cash surrender value will fluctuate daily based on the
investment results of the subaccounts in which you are invested and
interest credited to Fixed Interest Allocations and any Market Value
Adjustment.  We do not guarantee any minimum cash surrender value.  On
any date during the accumulation phase, we calculate the cash surrender
value as follows: we start with your contract value, then we adjust for
any Market Value Adjustment, and then we deduct any surrender charge, any
charge for premium taxes, the annual contract administrative fee
(unless waived), any optional benefit rider charges, and any other charges
incurred but not yet deducted.

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is living
and before the annuity start date.  A surrender will be effective on the
date your written request and the Contract are received at our Customer
Service Center.  We will determine and pay the cash surrender value at
the price next determined after receipt of all paperwork required in
order for us to process your surrender.  Once paid, all benefits under
the Contract will be terminated.  For administrative purposes, we will
transfer your money to a specially designated subaccount (currently the
Liquid Asset subaccount) prior to processing the surrender.  This
transfer will have no effect on your cash surrender value.  You may
receive the cash surrender value in a single sum payment or apply it
under one or more annuity options.  We will usually pay the cash
surrender value within 7 days.

Consult your tax adviser regarding the tax consequences associated with
surrendering your Contract.  A surrender made before you reach age 59 1/2
may result in a 10% tax penalty.  See "Federal Tax Considerations" for
more details.

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract.
These subaccounts will invest in investment portfolios we find suitable
for your Contract.

We may amend the Contract to conform to applicable laws or governmental
regulations.  If we feel that investment in any of the investment
portfolios has become inappropriate to the purposes of the Contract, we
may, with approval of the SEC (and any other regulatory agency, if
required) substitute another portfolio for existing and future
investments.  If you electd the dollar cost averaging, systematic
withdrawals, or automatic rebalancing programs or if you have other
outstanding instructions, and we substitute a portfolio subject to
those instructions, we will execute your instructions using the
substituted portfolio, unless you request otherwise.

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.

OPTIONAL RIDERS
Subject to state availability, you may elect one of three optional
benefit riders discussed below.  You may not add more than one of these
three riders to your Contract.  There are separate charges for each
rider.

                                   24
Once elected, the riders generally may not be cancelled.  This
means once you add the rider you may not remove it, and charges will be
assessed regardless of the performance of your Contract.  Please see
"Charges and Fees - Optional Rider Charges" for information on rider
charges.

THE OPTIONAL RIDERS MAY NOT BE AVAILABLE FOR ALL INVESTORS.  THEY SHOULD BE
ANALYZED THOROUGHLY AND UNDERSTOOD COMPLETELY BEFORE BEING ELECTED.  THE
OPTIONAL RIDERS DO NOT GUARANTEE ANY RETURN OF PRINCIPAL OR PREMIUM
PAYMENTS AND DO NOT GUARANTEE PERFORMANCE OF ANY SPECIFIC INVESTMENT
PORTFOLIO UNDER THE CONTRACT.  YOU SHOULD CONSULT A QUALIFIED FINANCIAL
ADVISER IN EVALUATING THE RIDERS.

THE OPTIONAL RIDERS MAY NOT BE APPROVED IN ALL STATES.  CHECK WITH OUR
CUSTOMER SERVICE CENTER FOR AVAILABILITY IN YOUR STATE.  THE TELEPHONE
NUMBER IS (800)366-0066.

RIDER DATE
We use the term rider date in the discussion of the optional benefit
riders below.  The rider date is the date an optional benefit rider
becomes effective.  The rider date is also the contract date if the rider
was purchased at the time the Contract is issued.

SPECIAL FUNDS
We use the term Special Funds in the discussion of the Minimum Guaranteed
Accumulation Benefit rider (with the 20-year waiting period) and the
Minimum Guaranteed Income Benefit rider.  The Special Funds refer to the
Liquid Asset subaccount, Limited Maturity Bond subaccount and the Fixed
Interest Allocations.  The Company may designate new and/or existing
subaccounts as a Special Fund with 30 days notice at any time, including
during the life of a rider.

NO CANCELLATION
Once you purchase a rider, the rider may not be cancelled, unless you cancel
the Contract during the Contract's free look period, surrender, annuitize or
otherwise terminate the Contract which automatically cancels any attached
rider. Once theContract continues beyond the free look period, you may not
at any time cancel the rider, except with respect to a one-time right to
cancel the twenty-year option of the Minimum Guaranteed Accumulation
Benefit rider under specified conditions. The Company may, at its
discretion, cancel and/or replace a rider at your request in order
to renew or reset a rider.

TERMINATION
The optional riders are "living benefits." This means that the guaranteed
benefits offered by the riders are intended to be available to you while you
are living and while your Contract is in the accumulation phase.  The
optional riders automatically terminate (and all benefits under the rider
will cease) if you annuitize, surrender or otherwise terminate your
Contract or die (first owner to die if there are multiple contract
owners, or at death of annuitant if contract owner is not a natural
person), unless your spouse beneficiary elects to continue the Contract,
during the accumulation phase.  The optional rider will also terminate if
there is a change in contract ownership (other than a spousal beneficiary
continuation on your death).  Other circumstances which may cause a
particular optional rider to terminate automatically are discussed below
with the applicable rider.

MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB) RIDER
The MGAB rider is an optional benefit which provides you with an MGAB
benefit intended to guarantee a minimum contract value at the end of
a specified waiting period.  The MGAB is a one-time adjustment to your contract

                                   25
value in the event your contract value on the MGAB Benefit Date is
less than the MGAB Base.  The MGAB rider may offer you protection
in the event your contract value loses value during the MGAB waiting period.
For a discussion of the charges we deduct under the MGAB rider, see
"Optional Rider Charges."

The MGAB rider offers a ten-year option and a twenty-year option, of
which you may purchase only one.  The ten-year option has a waiting
period of ten years and guarantees that your contract value at the end of
ten years will at least equal your initial premium payment plus credits,
reduced pro rata for withdrawals. Transfers made within 3 years prior to the
MGAB Benefit Date will also reduce the benefit pro rata.  The twenty-year
option has a waiting period of twenty years and guarantees that your contract
value at the end of twenty years will at least equal two times your initial
premium payment plus credits, reduced pro rata for withdrawals, and
reduced for transfers made within 3 years prior to the MGAB Benefit Date.
On the MGAB Benefit Date, which is the next business day after the applicable
waiting period, we calculate your Minimum Guaranteed Accumulation Benefit.

  CALCULATING THE MGAB.  We calculate your MGAB as follows:

     1.   WE FIRST DETERMINE YOUR MGAB BASE.  The MGAB Base is only a
calculation used to determine the MGAB.  It does not represent a contract
value, nor does it guarantee performance of the subaccounts in which you
are invested.  It is also not used in determining the amount of your annuity
income, cash surrender value and death benefits.

       If you purchased the MGAB rider on the contract date, and

            (i)  elected the ten-year option, your MGAB Base is equal to
                 your initial premium and credit, plus any additional premium
                 and credit added to your Contract during the 2-year period
                 after your rider date, reduced pro rata for any withdrawals
                 and reduced for any transfers made within the last 3 years; or

            (ii) elected the twenty-year option, except for the Special Funds
                 which require special calculations, your MGAB Base is equal
                 to your initial premium and credit, plus any additional
                 premium and credit added to your Contract during the 2-year
                 period after your contract date, accumulated at the MGAB Base
                 Rate, reduced pro rata for any withdrawals and reduced for
                 any transfers made within the last 3 years.  The MGAB Base
                 Rate for allocations other than allocations to the Special
                 Funds is the annual effective rate of 3.5265%. Accumulation
                 of eligible additional premiums starts on the date the premium
                 was received.

       ONLY PREMIUMS AND CREDITS ADDED TO YOUR CONTRACT DURING THE 2-YEAR
       PERIOD AFTER YOUR RIDER DATE ARE INCLUDED IN THE MGAB BASE. ANY
       ADDITIONAL PREMIUM PAYMENTS YOU ADDED TO YOUR CONTRACT AFTER
       THE SECOND RIDER ANNIVERSARY ARE NOT INCLUDED IN THE MGAB BASE.
       Thus, the MGAB rider may not be appropriate for you if you plan
       to add substantial premium payments after your second rider
       anniversary.

       If you purchased the MGAB rider after the contract date, your
       MGAB Base is equal to your contract value on the rider date, plus
       premiums and credits added during the 2-year period after your
       rider date.  Withdrawals taken while the MGAB rider is in effect,
       as well as transfers made within 3 years prior to the MGAB Benefit
       Date, will reduce the value of your MGAB Base pro rata.  This means that
       the MGAB Base (and the MGAB Charge Base) will be reduced by the same
       percent as the percent of contract value that was withdrawn
       (or transferred).  We will look to your contract value immediately
       before the withdrawal or transfer when we determine this percent.

                                   26
For any Special Fund under the twenty-year option, if the actual
       interest credited to and/or the investment earnings of the
       contract value allocated to the Special Fund over the calculation
       period is less than the amount calculated under the formula
       above, that lesser amount becomes the increase in your MGAB Base
       for the Special Fund for that period.  THE MGAB RATE FOR EACH SPECIAL
       FUND MAY BE POSITIVE OR NEGATIVE.  Thus, investing in the Special Funds
       may limit the MGAB benefit.

       Under the 20-year option, adding the rider after the contract date,
       payment of premiums after the rider date, and/or investments in the
       Special Funds may prevent the MGAB Base from doubling over the
       waiting period.

         2. WE THEN SUBTRACT YOUR THEN CONTRACT VALUE ON THE MGAB BENEFIT
            DATE FROM YOUR MGAB BASE.
            The contract value that we subtract includes both the contract
            value in the  subaccounts in which you are invested and the
            contract value in your Fixed Interest Allocations, if any.

         3. ANY POSITIVE DIFFERENCE IS YOUR MGAB. If there is a MGAB,
            we will automatically credit it on the MGAB Benefit Date to
            the subaccounts in which you are invested pro rata based on
            the proportion of your contract value in the subaccounts on
            that date, unless you have previously given us other allocation
            instructions.  If you do not have an investment in any subaccount
            on the MGAB Benefit Date, we will allocate the MGAB to the Liquid
            Asset subaccount on your behalf.  After the crediting of the MGAB,
            the amount of your annuity income, cash surrender value and death
            benefits will reflect the crediting of the MGAB to your contract
            value to the extent the contract value is used to determine such
            value.

  WITHDRAWALS AND TRANSFERS.  We will reduce your MGAB Base and the MGAB
Charge Base pro rata to the percentage of contract value of any withdrawals
you make after the rider date but prior to the MGAB Benefit Date. Any transfers
you make within three years prior to the MGAB Benefit Date will reduce the MGAB
Base and the MGAB Charge Base pro rata to the percentage of contract value
transferred.  Transfers you make before this date will have no immediate impact
on the MGAB Base.  Any transfers to and from the subaccounts and Special Funds
in which you are invested will cause your MGAB Base to be reallocated pro rata
based on the percentage of contract value.  Transfers to one or more Special
Funds could reduce your MGAB benefit.

  PURCHASE.  To purchase the MGAB rider, you must be age 80 or younger on
the rider date if you choose the ten-year option and age 65 or younger on
the rider date if you choose the twenty-year option.  The waiting period
must end at or before your annuity start date.  The MGAB rider may be
purchased (i) on the contract date, and (ii) within 30 days following the
contract date.  For contracts issued more than 30 days before the date
this rider first became available in your state, the Company may in its
discretion allow purchase of this rider during the 30-day period
preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later.

  THE MGAB BENEFIT DATE.  If you purchased the MGAB rider on the contract
date or added the MGAB rider within 30 days following the contract date,
the MGAB Benefit Date is your 10th contract anniversary for the ten-year
option or 20th contract anniversary for the twenty-year option.  If you
added the MGAB rider during the 30-day period preceding your first
contract anniversary after the date of this prospectus, your MGAB Benefit
Date will be the first contract anniversary occurring after 10 years (for the
ten-year option) or 20 years (for the twenty-year option) after the rider
date.  The MGAB rider is not available if the MGAB Benefit Date would
fall beyond the latest annuity start date.

  CANCELLATION.  If you elected the twenty-year option, you have a one-
time right to cancel the MGAB rider on your first contract anniversary
that is at least 10 years after the rider date. If you purchase the MGAB
rider during the 30-day period following the contract date, your one-time
right to cancel the rider occurs on the tenth anniversary of your contract
date.  To cancel, you need to send written notice to our Customer Service
Center at least 30 days before such anniversary date.  If the MGAB rider is
terminated before the MGAB Benefit Date, you will not be credited with the
MGAB and we will assess the pro rata portion of the MGAB rider charge for
the current quarter.

                                   27
NOTIFICATION.  Any crediting of the MGAB will be reported in your first
quarterly statement following the MGAB Benefit Date.

MINIMUM GUARANTEED INCOME BENEFIT (MGIB) RIDER.
The MGIB rider is an optional benefit which guarantees that a minimum amount
of annuity income will be available to you if you annuitize on the MGIB Benefit
Date, regardless of fluctuating market conditions.  The amount of the Minimum
Guaranteed Income Benefit will depend on the amount of premiums you pay during
the five contract years after you purchase the rider, the credit(s) we add, the
amount of contract value you allocate or transfer to the Special Funds, the
MGIB Rate (7% for all portfolios except the Special Funds), the adjustments for
Special Fund Transfers, and the dollar amount of any withdrawals you take while
the rider is in effect.  For a discussion of the charges we deduct under the
MGIB rider, see "Optional Rider Charges."  Ordinarily, the amount of income
that will be available to you on the annuity start date is based on your
contract value, the annuity option you selected and the guaranteed or income
factors in effect on the date you annuitize.  If you purchase the MGIB rider,
the minimum amount of income that will be available to you upon annuitization
on the MGIB Benefit Date is the greatest of:

       (i)  your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the guaranteed income factors
            specified in your Contract for the annuity option you
            selected;

       (ii) your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the then current income
            factors in effect for the annuity option you selected;
            and

       (iii)the MGIB annuity income based on your MGIB Base
            on the MGIB Benefit Date applied to the MGIB income
            factors specified in your rider for the MGIB annuity
            option you selected.  Prior to applying the MGIB income
            factors, we will adjust the MGIB Base for any surrender
            charges, premium tax recovery and Market Value Adjustments
            that would otherwise apply at annuitization.

Prior to your latest annuity start date, you may choose to exercise your right
to receive payments under the MGIB rider on the MGIB Benefit Date.  Payments
under the rider begin on the MGIB Benefit Date.  We require a 10-year waiting
period before you can annuitize under the MGIB rider benefit. The MGIB must be
exercised in the 30-day period prior to the end of the waiting period or any
subsequent contract anniversary.  At your request,the Company may in its
discretion extend the latest contract annuity start date without extending the
MGIB Benefit Date.

  DETERMINING THE MGIB ANNUITY INCOME.  On the MGIB Benefit Date, we
calculate your MGIB annuity income as follows:

    1. WE FIRST DETERMINE YOUR MGIB BASE.  The MGIB Base is only a
calculation used to determine the MGIB.  The MGIB Base does not represent a
contract value, nor does it guarantee performance of the subaccounts in which
you are invested.  It is also not used in determining the amount of your cash
surrender value and death benefits.  Any reset of contract value under
provisions of the Contract or other riders will not increase the MGIB Base
or MGIB Base Maximum.

            (i)  If you purchased the MGIB rider on the contract date, except
                 for the Special Funds which require special calculations,
                 the MGIB Base is equal to your initial premiums and credit,
                 plus any additional premiums and credits added to your
                 Contract during the 5-year period after your contract date,
                 accumulated at the MGIB Base Rate (7% for all portfolios
                 except the Special Funds), reduced pro rata by all withdrawals
                 taken while the MGIB rider is in effect. Premiums and credits
                 paid after the 5th contract anniversary are excluded from the
                 MGIB Base.

                                   28
(ii) If you purchased the MGIB rider after the contract date,
                 except for the Special Funds which require special
                 calculations, your MGIB Base is equal to your contract value
                 on the rider date plus any additional premiums and credits
                 added to your Contract during the 5-year periods after your
                 rider date, accumulated at the MGIB Base Rate (7% for all
                 portfolios except the Special Funds), reduced  pro rata by all
                 withdrawals taken while the MGIB rider is in effect. Such
                 additional premium payments and credits added more than 5 years
                 before the earliest MGIB Benefit Date are included in the MGIB
                 Base. Premiums and credits paid after the 5th contract
                 anniversary are excluded from the MGIB Base.

            (iii)For any Special Fund, if the actual earnings and/or the
                 interest credited to the contract value allocated to the
                 Special Fund over the calculation period is less than
                 the amount determined under the formula above, that
                 lesser amount becomes the change in your MGIB Base
                 for the Special Fund.    THE MGIB RATE FOR EACH SPECIAL
                 FUND MAY BE POSITIVE OR NEGATIVE.  Thus, investing in
                 the Special Funds may significantly limit the MGIB benefit.

            Of course, regardless of when purchased or how you invest,
            withdrawals will reduce the value of your MGIB
            Base pro rata to the percentage of the contract value withdrawn.

            We offer a 7% MGIB Base Rate, except for the Special Funds.
            The Company may at its discretion discontinue offering
            this rate.  The MGIB Base Rate is an annual effective rate.

            The MGIB Base is subject to the MGIB Base Maximum.  The MGIB
            Base Maximum is the amount calculated above until the
            earlier of: (i) the date the oldest contract owner reaches
            age 80, or (ii) the date the MGIB Base reaches two times the
            MGIB Eligible Premiums and credits, adjusted for any
            withdrawals.  MGIB Eligible Premiums is the total of
            premiums paid during the first 5 years after the rider date.

    2. THEN WE DETERMINE THE MGIB ANNUITY INCOME BY MULTIPLYING YOUR MGIB BASE
(ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, SURRENDER CHARGE AND PREMIUM TAXES)
BY THE INCOME FACTOR, AND THEN DIVIDE BY $1000.

Two MGIB Income Options are available under the MGIB Rider:

   (i)   Income for Life (Single Life or Joint with 100% Survivor) and
         10-30 Year Certain;

   (ii)  Income for a 20-30 Year Period Certain; or

   (iii) Any other income plan offered by the Company in connection with
         the MGIB rider on the MGIB Benefit Date.

        On the MGIB Benefit Date, we would apply the MGIB Base using the Table
        of Income Factors specified in the MGIB rider for the Income Option
        you selected.  The guaranteed factors contained in the MGIB rider
        generally provide lower payout per $1,000 of value applied
        than the guaranteed factors
        found in your Contract.

  Then we compare the MGIB annuity income under the rider guarantee for the
option selected with the annuity income under your Contract guarantee for the
same option.  The greater amount of income will be available to you on the MGIB
Benefit Date.

  WITHDRAWALS AND TRANSFERS.  We will reduce the MGIB Base and the MGIB
Base Maximum pro rata by the percentage of contract value of any
withdrawals you make. Any transfers to and from the subaccounts and
Special Funds in which you are invested will cause your MGIB Base to be
reallocated pro rata based on the percentage of contract value you
transfer.  This could reduce the MGIB benefit.

  PURCHASE.  To purchase the MGIB rider, you must be age 79 or younger on
the rider date and the ten-year waiting period must end at or prior to
the latest annuity start date.  The MGIB rider must be purchased (i) on
the contract date, or (ii) within thirty days after the contract date.
For contracts issued more than 30 days before the date this rider first
became available in your state, the Company may in its discretion allow
purchase of this rider during the 30-day period preceding the first
contract anniversary after the date of this prospectus, or the date of
state approval, whichever is later. There is a ten year waiting period
before you can annuitize under the MGIB rider.

   THE MGIB BENEFIT DATE.  If you purchased the MGIB rider on the contract
date or added the MGIB rider within 30 days following the contract date, the
MGIB Benefit Date is the contract anniversary on or after the tenth contract
anniversary when you decide to exercise your right to annuitize under the
MGIB Rider.  If you added the MGIB rider during the 30-day period preceding
your first contract anniversary after the date of this prospectus, your MGIB
Benefit Date is any contract anniversary on or after the tenth contract
anniversary fromthe rider date when you decide to exercise your right to
annuitize under the MGIB Rider.

  NO CHANGE OF ANNUITANT.  Once the MGIB rider is purchased, the annuitant
may not be changed except for the following exception.  If an annuitant who
is not a contract owner dies prior to annuitization, a new annuitant may
be named in accordance with the provisions of your Contract.  The MGIB
Base is unaffected and continues to accumulate.

  NOTIFICATION.  On or about 30 days prior to the MGIB Benefit Date, we will
provide you with notification which will include an estimate of the amount
of MGIB annuity benefit available if you choose to exercise.  The actual

                            29
amount of the MGIB annuity benefit will be determined as of the MGIB Benefit
Date.

THE MGIB RIDER DOES NOT RESTRICT OR LIMIT YOUR RIGHT TO ANNUITIZE THE
CONTRACT AT ANY TIMES PERMITTED UNDER THE CONTRACT. THE MGIB RIDER DOES NOT
RESTRICT YOUR RIGHT TO ANNUITIZE THE CONTRACT USING CONTRACT VALUES
THAT MAY BE HIGHER THAN THE MGIB ANNUITY BENEFIT.

THE BENEFITS ASSOCIATED WITH THE MGIB RIDER ARE AVAILABLE ONLY IF YOU
ANNUITIZE YOUR CONTRACT UNDER THE RIDER AND IN ACCORDANCE WITH THE PROVISIONS
SET FORTH ABOVE.   ANNUITIZING USING THE MGIB MAY RESULT IN THE MORE
FAVORABLE STREAM OF INCOME PAYMENTS UNDER YOUR CONTRACT.  BECAUSE THE MGIB
RIDER IS BASED ON CONSERVATIVE ACTURIAL FACTORS, THE LEVEL OF LIFETIME INCOME
THAT IT GUARANTEES MAY BE LESS THAN THE LEVEL THAT MIGHT BE PROVIDED BY THE
APPLICAITON OF YOUR CONTRACT VALUE TO THE CONTRACTS APPLICABLE ANNUITY FACTORS.
YOU SHOULD CONSIDER ALL OF YOUR OPTIONS AT THE TIME YOU BEGIN THE INCOME PHASE
OF YOUR CONTRACT.

MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB) RIDER
The MGWB rider is an optional benefit which guarantees that if your contract
value is reduced to zero you will receive periodic payments equal to all
premium payments and credits paid during the first two contract years (Eligible
Payment Amount) adjusted for any prior withdrawals.  To maintain this guarantee,
withdrawals in any contract year may not exceed 7% of your Eligible Payment
Amount. If your contract value is reduced to zero, your periodic payments will
be 7% of your Eligible Payment Amount every year. Payments continue until your
MGWB Withdrawal Account is reduced to zero.  For a discussion of the charges we
deduct under the MGWB rider, see "Optional Rider Charges."  Each payment you
receive under the MGWB rider will be taxed as a withdrawal and may be subject
to a penalty tax.  See "Withdrawals" and "Federal Tax Considerations" for more
information.  Your original Eligible Payment Amount depends on when you purchase
the MGWB rider and is:

       (i)  if you purchased the MGWB rider on the contract date, your
            premium payments and credits received during the first two
            contract years; or
       (ii) if you purchased the MGWB rider after the contract date,
            your contract value on the rider date, including any
            premiums and credits received that day, and any subsequent
            premium payments and credits received during the two-year
            period commencing on the rider date.

   THE MGWB WITHDRAWAL ACCOUNT. The MGWB Withdrawal Account is only a
calculation which represents the remaining amount available for periodic
payments under the MGWB rider.  It does not represent a contract value,
nor does it guarantee performance of the subaccounts in which you are invested.
It will not affect your annuitization, surrender and death benefits.  The MGWB
Withdrawal Account is equal to the Eligible Payment Amount adjusted for any
withdrawals.  Withdrawals of up to 7% per year of the Eligible Payment Amount
will reduce the value of your MGWB Withdrawal Account by the dollar amount of
the withdrawal.  Any withdrawals greater than 7% per year of the Eligible
Payment Amount will cause a reduction in both the MGWB Withdrawal Account,
and the Eligible Payment Amount by the proportion that the withdrawal bears
to the contract value at the time of the withdrawal.  The MGWB Withdrawal
Account is also reduced by the amount of any periodic payments paid under the
MGWB rider once your contract value is zero.

   GUARANTEED WITHDRAWAL STATUS.  You may continue to make withdrawals in
any amount permitted under your Contract so long as your contract value
is greater than zero.  See "Withdrawals."  However, making any withdrawals
in any year greater than 7% per year of the Eligible Payment Amount will reduce
the Eligible Payment Amount for future withdrawals and payments under the
MGWB rider by the proportion that the withdrawal bears to the contract value at
the time of the withdrawal.  The MGWB rider will remain in force and you may
continue to make withdrawals each year so long as:

       (i)   your contract value is greater than zero;
       (ii)  your MGWB Withdrawal Account is greater than zero;
       (iii) your latest allowable annuity start date has not been
             reached;

                                   30
(iv)  you have not elected to annuitize your Contract; and
       (v)   you have not died (unless your spouse has elected to
             continue the contract), changed the ownership of the
             Contract or surrendered the Contract.

The standard Contract provision limiting withdrawals to no more than 90%
of the cash surrender value is not applicable under the MGWB rider.

 WITHDRAWAL ADJUSTMENTS.  We will reduce the MGWB Withdrawal Account by
the dollar amount of any withdrawal taken up to 7% per year of the Eligible
Payment Amount.  Any withdrawal taken in excess of 7% per year of the Eligible
Payment Amount will reduce both the MGWB Withdrawal Account and the Eligible
Payment Amount, pro rata in proportion to the percentage of contract
value withdrawn.  If a withdrawal reduces the MGWB Withdrawal Account to zero,
the MGWB rider terminates and no further benefits are payable under the rider.

   AUTOMATIC PERIODIC BENEFIT STATUS.  Under the MGWB rider, in the event
your contract value is reduced to zero your Contract is given what we refer
to as Automatic Periodic Benefit Status, if:

       (i)   your MGWB Withdrawal Account is greater than zero;
       (ii)  your latest allowable annuity start date has not been
             reached;
       (iii) you have not elected to annuitize your Contract; and
       (iv)  you have not died, changed the ownership of the Contract or
             surrendered the Contract.

  Once your Contract is given Automatic Periodic Benefit Status, we will
pay you the annual MGWB periodic payments, beginning on the next contract
anniversary,equal to the lesser of the remaining MGWB Withdrawal Account
or 7% annually of your Eligible Payment Amount until the earliest of (i) your
contract's latest annuity start date, (ii) the death of the owner;
or (iii) until your MGWB Withdrawal Account is exhausted.  We will reduce
 the MGWB Withdrawal Account by the amount of each payment.  Once your
Contract is given Automatic Periodic Benefit Status, (that is, your contract
value is zero) we will not accept any additional premium payments in your
Contract, and the Contract will not provide any benefits except those provided
by the MGWB rider.  Any other rider terminates.  Your Contract will remain in
Automatic Periodic Benefit Status until the earliest of (i) payment of all MGWB
periodic payments (ii) payment of the Commuted Value (defined below) or (iii)
the owner's death has occurred.

  On the contract's latest annuity start date, in lieu of making the remaining
MGWB periodic payments, we will pay you the Commuted Value of your MGWB
periodic payments remaining.  We may, at our option, extend your annuity
start date in order to continue the MGWB periodic payments. The Commuted
Value is the present value of any then remaining MGWB periodic payments at
the current interest rate plus 0.50%.  The current interest rate will be
determined by the average of the Ask Yields for U.S. Treasury Strips as
quoted by a national quoting service for period(s) applicable to the remaining
payments.   Once the last MGWB periodic payment is made or we pay you the
Commuted Value, your Contract and the MGWB rider terminate.

                                   31
DEATH BENEFIT DURING AUTOMATIC PERIODIC BENEFIT STATUS.  If you have
never withdrawn more than 7% per year of the Eligible Payment Amount and
you elected the 7% Solution Enhanced Death Benefit in your Contract
(or you elected the Combination Enhanced Death Benefit resulting in the 7%
Solution Enhanced Death Benefit as the actual death benefit), the
death benefit otherwise payable under the terms of your Contract will
remain in force during any Automatic Periodic Benefit Status.  In determining
the amount of the death benefit during the Automatic Periodic Benefit Status
we deem your contract value to be zero and treat the MGWB periodic payments as
withdrawals.  In all other cases, the death benefit payable during Automatic
Periodic Benefit Status is your MGWB Withdrawal Account which equals the sum
of the remaining MGWB periodic payments. If you elected the Combination
Enhanced Death Benefit, then the 7% Solution and The Annual Ratchet
Components shall each be calculated as if each were the elected death
benefit option.

 PURCHASE.  To purchase the MGWB rider, you must be age 80 or younger
on the rider date.  The MGWB rider must be purchased (i) on the contract
date, or (ii) within 30 days after the contract date.  For contracts issued
more than 30 days before the date this rider first became available in your
state, the Company may in its discretion allow purchase of this rider during
the 30-day period preceding the first contract anniversary after the date of
this prospectus, or the date of state approval, whichever is later.

OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the same
portfolios of the Trusts.  These contracts have different charges that
could effect their performance, and may offer different benefits more
suitable to your needs.  To obtain more information about these other
contracts, contact our Customer Service Center or your registered
representative.

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit
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.  The Free Withdrawal Amount in
any Contract year is 10% of your contract value on the date of the
withdrawal less any withdrawals during that contract year.

You need to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn,
otherwise the withdrawal will be made on a pro rata basis from all of the
subaccounts in which you are invested.  If there is not enough contract
value in the subaccounts, we will deduct the balance of the withdrawal
from your Fixed Interest Allocations starting with the guaranteed
interest periods nearest their maturity dates until we have honored your
request.  We will apply a Market Value Adjustment to any withdrawal from
your Fixed Interest Allocation taken more than 30 days before its
maturity date.  We will determine the contract value as of the close of
business on the day we receive your withdrawal request at our Customer
Service Center.  The contract value may be more or less than the premium
payments made.

For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Liquid Asset subaccount) prior to
processing the withdrawal.  This transfer will not effect the withdrawal
amount you receive.

                                   32
Please be aware that the benefit we pay under certain optional benefit riders
will be reduced by any withdrawals you take while the rider is in effect.  See
"Optional Riders."

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals.  Each
withdrawal must be a minimum of $100.  We will apply a Market Value
Adjustment to any regular withdrawal from a Fixed Interest Allocation
that is taken more than 30 days before its maturity date.

SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawal payments (1)
from the contract value in the subaccounts in which you are invested, or
(2) from the interest earned in your Fixed Interest Allocations.
Systematic withdrawals may be taken monthly, quarterly or annually.  You
decide when you would like systematic payments to start as long as it is
at least 28 days after your contract date.  You also select the date on
which the systematic withdrawals will be made, but this date cannot be
later than the 28th day of the month.  If you have elected to receive
systematic withdrawals but have not chosen a date, we will make the
withdrawals on the same calendar day of each month as your contract date.
If your contract date is after the 28th day of the month, your systematic
withdrawal will be made on the 28th day of each month.

Each systematic withdrawal amount must be a minimum of $100.  The amount
of your systematic withdrawal can either be (1) a fixed dollar amount, or
(2) an amount based on a percentage of your contract value.  Both forms
of systematic withdrawals are subject to the following maximum, which is
calculated on each withdrawal date:

                                   MAXIMUM PERCENTAGE
                    FREQUENCY      OF CONTRACT VALUE
                    Monthly             0.833%
                    Quarterly           2.50%
                    Annually           10.00%

If your systematic withdrawal is a fixed dollar amount and the amount to
be withdrawn would exceed the applicable maximum percentage of your
contract value on any withdrawal date, we will automatically reduce the
amount withdrawn so that it equals such percentage.  Thus, your fixed
dollar systematic withdrawals will never exceed the maximum percentage.
If you want fixed dollar systematic withdrawals to exceed the maximum
percentage and are willing to incur associated surrender charges,
consider the Fixed Dollar Systematic Withdrawal Feature which you may add
to your regular fixed dollar systematic withdrawal program.

If your systematic withdrawal is based on a percentage of your contract
value and the amount to be withdrawn based on that percentage would be
less than $100, we will automatically increase the amount to $100 as long
as it does not exceed the maximum percentage.  If the systematic
withdrawal would exceed the maximum percentage, we will send the amount,
and then automatically cancel your systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to
interest earnings during the prior month, quarter, or year, depending on
the frequency you chose.  Systematic withdrawals are not subject to a
Market Value Adjustment, unless you have added the Fixed Dollar
Systematic Withdrawal Feature discussed below and the payments exceed
interest earnings.  Systematic withdrawals from Fixed Interest
Allocations under the Fixed Dollar Systematic Withdrawal Feature are
available only in connection with

                                   33
Section 72(q) and 72(t) distributions.  A Fixed Interest Allocation may
not participate in both the systematic withdrawal option and the dollar
cost averaging program at the same time.

You may change the amount or percentage of your systematic withdrawal
once each contract year or cancel this option at any time by sending
satisfactory notice to our Customer Service Center at least 7 days before
the next scheduled withdrawal date.  The systematic withdrawal option may
commence in a contract year where a regular withdrawal has been taken but
you may not change the amount or percentage of your withdrawals in any
contract year during which you have previously taken a regular
withdrawal.  You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.

  FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE.  You may add the Fixed
Dollar Systematic Withdrawal Feature to your regular fixed dollar
systematic withdrawal program.  This feature allows you to receive a
systematic withdrawal in a fixed dollar amount regardless of any
surrender charges or Market Value Adjustments.  Systematic withdrawals
from Fixed Interest Allocations under the Fixed Dollar Systematic
Withdrawal Feature are available only in connection with Section 72(q)
and 72(t) distributions.  You choose the amount of the fixed systematic
withdrawals, which may total up to a maximum of 10% of your contract
value as determined on the day we receive your election of this feature.
The maximum limit will not be recalculated when you make additional
premium payments, unless you instruct us to do so.  We will assess a
surrender charge on the withdrawal date if the withdrawal exceeds the
maximum limit as calculated on the withdrawal date.  We will assess a
Market Value Adjustment on the withdrawal date if the withdrawal from a
Fixed Interest Allocation exceeds your interest earnings on the
withdrawal date.  We will apply the surrender charge and any Market Value
adjustment directly to your contract value (rather than to the
withdrawal) so that the amount of each systematic withdrawal remains
fixed.

  Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the
maximum.  Such withdrawals are subject to surrender charges and Market
Value Adjustments when they exceed the applicable free withdrawal amount.

IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2 during
the current calendar year, you may elect to have distributions made to
you to satisfy requirements imposed by Federal tax law.  IRA withdrawals
provide payout of amounts required to be distributed by the Internal
Revenue Service rules governing mandatory distributions under qualified
plans.  We will send you a notice before your distributions commence.
You may elect to take IRA withdrawals at that time, or at a later date.
You may not elect IRA withdrawals and participate in systematic
withdrawals at the same time.  If you do not elect to take IRA
withdrawals, and distributions are required by Federal tax law,
distributions adequate to satisfy the requirements imposed by Federal tax
law may be made.  Thus, if you are participating in systematic
withdrawals, distributions under that option must be adequate to satisfy
the mandatory distribution rules imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or
annual basis.  Under this option, you may elect payments to start as
early as 28 days after the contract date.  You select the day of the
month when the withdrawals will be made, but it cannot be later than the
28th day of the month.  If no date is selected, we will make the
withdrawals on the same calendar day of the month as the contract date.

You may request that we calculate for you the amount that is required to
be withdrawn from your Contract each year based on the information you
give us and various choices you make. For information regarding

                                   34
the calculation and choices you have to make, see the Statement of Additional
Information.  The minimum dollar amount you can withdraw is $100.  When
we determine the required IRA withdrawal amount for a taxable year based
on the frequency you select, if that amount is less than $100, we will
pay $100. At any time where the IRA withdrawal amount is greater than the
contract value, we will cancel the Contract and send you the amount of
the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each
contract year or cancel this option at any time by sending us
satisfactory notice to our Customer Service Center at least 7 days before
the next scheduled withdrawal date.

An IRA withdrawal in excess of the amount allowed under systematic
withdrawals will be subject to a Market Value Adjustment.

CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH
TAKING WITHDRAWALS.  You are responsible for determining that withdrawals
comply with applicable law.  A withdrawal made before the taxpayer
reaches age 59 1/2 may result in a 10% penalty tax.  See "Federal Tax
Considerations" for more details.

                    TRANSFERS AMONG YOUR INVESTMENTS

You may transfer your contract value among the subaccounts in which you
are invested and your Fixed Interest Allocations at the end of the free
look period until the annuity start date.  We currently do not charge you
for transfers made during a contract year, but reserve the right to
charge $25 for each transfer after the twelfth transfer in a contract
year.  We also reserve the right to limit the number of transfers you may
make and may otherwise modify or terminate transfer privileges if
required by our business judgement or in accordance with applicable law.
We will apply a Market Value Adjustment to transfers from a Fixed
Interest Allocation taken more than 30 days before its maturity date,
unless the transfer is made under the dollar cost averaging program.
Transfers between Special Funds and other investment portfolios will
result in a transfer of the Guaranteed Death Benefit in proportion to the
contract value transferred.  In cases where more than one Guaranteed Death
Benefit exists because of such transfers, each death benefit will be
combined to calculate the total death benefit.

Please be aware that the benefit we pay under an optional benefit rider may be
effected by certain transfers you make while the rider is in effect.  Transfers
may also affect your optional rider base.  See "Optional Riders."

Transfers will be based on values at the end of the business day in which
the transfer request is received at our Customer Service Center.

The minimum amount that you may transfer is $100 or, if less, your entire
contract value held in a subaccount or a Fixed Interest Allocation.

To make a transfer, you must notify our Customer Service Center and all
other administrative requirements must be met.  Any transfer request
received after 4:00 p.m. eastern time or the close of the New York Stock
Exchange will be effected on the next business day.  Account B and the
Company will not be liable for following instructions communicated by
telephone or over the internet that we reasonably believe to be genuine.
We require personal identifying information to process a request for
transfer made over the telephone or over the internet.

DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you
have at least $1,200 of contract value in the (i) Limited Maturity Bond
subaccount or the Liquid Asset subaccount, or (ii) a Fixed Interest
Allocation with either a 6-month or a 1-year guaranteed interest period.
These subaccounts or Fixed

                                   35
Interest Allocations serve as the source
accounts from which we will, on a monthly basis, automatically transfer a
set dollar amount of money to other subaccounts selected by you.  We also
may offer DCA Fixed Interest Allocations, which are 6-month and 1-year
Fixed Interest Allocations available exclusively for use with the dollar
cost averaging program.  The DCA Fixed Interest Allocations require a
minimum premium payment of $1,200 directed into a DCA Fixed Interest
Allocation.

The dollar cost averaging program is designed to lessen the impact of
market fluctuation on your investment.  Since we transfer the same dollar
amount to other subaccounts each month, more units of a subaccount are
purchased if the value of its unit is low and less units are purchased if
the value of its unit is high.  Therefore, a lower than average value per
unit may be achieved over the long term.  However, we cannot guarantee
this.  When you elect the dollar cost averaging program, you are
continuously investing in securities regardless of fluctuating price
levels.  You should consider your tolerance for investing through periods
of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar
amount you want transferred under this program.  Each monthly transfer
must be at least $100.  If your source account is the Limited Maturity
Bond subaccount, the Liquid Asset subaccount or a 1-year Fixed Interest
Allocation, the maximum amount that can be transferred each month is your
contract value in such source account divided by 12.  If your source
account is a 6-month Fixed Interest Allocation, the maximum amount that
can be transferred each month is your contract value in such source
account divided by 6.  You may change the transfer amount once each
contract year.  If you have a DCA Fixed Interest Allocation, there is no
minimum or maximum transfer amount; we will transfer all your money
allocated to that source account into the subaccount(s) in equal payments
over the selected 6-month or 1-year period.  The last payment will
include earnings accrued over the course of the selected period.
If you make an additional premium into a Fixed Interest Allocation subject
to dollar cost averaging, the ammount of your transfers under the dollar
cost averaging program remains the same, unless you instruct us to increase
the transfer amount.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest
Allocation under the dollar cost averaging program are not subject to a
Market Value Adjustment.  However, if you terminate the dollar cost
averaging program for a DCA Fixed Interest Allocation and there is money
remaining in the DCA Fixed Interest Allocation, we will transfer the
remaining money to the Liquid Asset subaccount.  Such transfer will
trigger a Market Value Adjustment if the transfer is made more than 30
days before the maturity date of the DCA Fixed Interest Allocation.

If you do not specify the subaccounts to which the dollar amount of the
source account is to be transferred, we will transfer the money to the
subaccounts in which you are invested on a proportional basis.  The
transfer date is the same day each month as your contract date.  If, on
any transfer date, your contract value in a source account is equal or
less than the amount you have elected to have transferred, the entire
amount will be transferred and the program will end.  You may terminate
the dollar cost averaging program at any time by sending satisfactory
notice to our Customer Service Center at least 7 days before the next
transfer date. A Fixed Interest Allocation or DCA Fixed Interest
Allocation may not participate in the dollar cost averaging program and
in systematic withdrawals at the same time.

We may in the future offer additional subaccounts or withdraw any
subaccount or Fixed Interest Allocation to or from the dollar cost
averaging program, stop offering DCA Fixed Interest Allocations or
otherwise modify, suspend or terminate this program.  Of course, such
change will not affect any dollar cost averaging programs in operation at
the time.

                                   36
AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the
subaccounts of Account B, you may elect to have your investments in the
subaccounts automatically rebalanced.  We will transfer funds under your
Contract on a quarterly, semi-annual, or annual calendar basis among the
subaccounts to maintain the investment blend of your selected
subaccounts.  The minimum size of any allocation must be in full
percentage points.  Rebalancing does not affect any amounts that you have
allocated to the Fixed Account.  The program may be used in conjunction
with the systematic withdrawal option only if withdrawals are taken pro
rata.  Automatic rebalancing is not available if you participate in
dollar cost averaging.  Automatic rebalancing will not take place during
the free look period.

To participate in automatic rebalancing, send satisfactory notice to our
Customer Service Center.  We will begin the program on the last business
day of the period in which we receive the notice.  You may cancel the
program at any time.  The program will automatically terminate if you
choose to reallocate your contract value among the subaccounts or if you
make an additional premium payment or partial withdrawal on other than a
pro rata basis.  Additional premium payments and partial withdrawals
effected on a pro rata basis will not cause the automatic rebalancing
program to terminate.

                          DEATH BENEFIT CHOICES

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either the
annuitant (when a contract owner is not an individual), the contract
owner or the first of joint owners dies.  Assuming you are the contract
owner, your beneficiary will receive a death benefit unless the
beneficiary is your surviving spouse and elects to continue the Contract.
The death benefit value is calculated at the close of the business day on
which we receive written notice and due proof of death, as well as any
required paperwork, at our Customer Service Center.  If your
beneficiary elects to delay receipt of the death benefit until a date
after the time of death, the amount of the benefit payable in the future
may be affected.  The proceeds may be received in a single sum or applied
to any of the annuity options.  If we do not receive a request to apply
the death benefit proceeds to an annuity option, we will make a single
sum distribution.  We will generally pay death benefit proceeds within 7
days after our Customer Service Center has received sufficient
information to make the payment.

You may choose from the following 4 death benefit choices: (1) the
Standard Death Benefit Option; (2) the 7% Solution Enhanced Death Benefit
Option; (3) the Annual Ratchet Enhanced Death Benefit Option; and (4)the
Max 7 Enhanced Death Benefit Option.  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.  A
change in ownership of the Contract may affect the amount of the death
benefit and the enhanced death benefit.  The MGWB rider may affect
the death benefit.  See "Minimum Guaranteed Withdrawal Benefit (MGWB)
Rider-Death Benefit during Automatic Periodic Benefit Status."

  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 minus any credits added within 1 year prior to death;
(ii) total premium payments reduced by a pro rata adjustment for any
withdrawal; (iii) the cash surrender value; and (iv) the total premium
payments made under the Contract, plus all credits, reduced by a pro rata
adjustment for any withdrawals, then minus any credits applied within
1 year prior to death.

  ENHANCED DEATH BENEFITS. If the 7% Solution Enhanced Death Benefit, the
Annual Ratchet Enhanced Death Benefit or the Max 7 Enhanced Death Benefit
is elected, the death benefit under the Contract is

                                   37
the greatest of (i) the contract value minus any credits added within
1 year prior to death; (ii) total premium payments reduced by a pro
rata adjustment for any withdrawal; (iii) the cash surrender value;
and (iv) the enhanced death benefit as calculated below minus any credits
added within 1 year prior to death.

  The Max 7 Enhanced Death Benefit is the greater of (1) the 7%
Solution Enhanced Dath Benefit or (2) the Annual Ratchet Enhanced Death
Benefit. Under this benefit option, the 7% Solution Enhanced Death Benefit and
the Annual Ratchet Enhanced Death Benefit are calculated in the same manner
as if each were the elected benefit.

             HOW THE ENHANCED DEATH BENEFIT IS CALCULATED

         7% SOLUTION                            ANNUAL RATCHET
   On each business day that            On each contract anniversary
   occurs on or before the              that occurs on or before the
   contract owner turns 80, we          contract owner turns age 80,
   credit interest at the 7%            we compare the prior enhanced
   annual effective rate* to the        death benefit to the contract
   enhanced death benefit from the      value and select the larger
   preceding day (which would be        amount as the new enhanced
   the initial premium and credit       death benefit.
   if the preceding day is the
   contract date), then we add          On all other days, the
   additional premiums paid and         enhanced death benefit is the
   credits added since the              amount determined below.  We
   preceding day, then we adjust        first take the enhanced death
   for any withdrawals made             benefit from the preceding day
   (including any Market Value          (which would be the initial
   Adjustment applied to such           premium and credit if the
   withdrawals and any associated       valuation date is the contract
   surrender charges**) since the       date) and then we add
   preceding day.  At age 80 or at      additional premiums paid and
   the time the maximum death           credits added since the
   benefit is reached, the              preceding day, then
   accumulation rate used will          reduce the enhanced death
   change.                              benefit pro rata for any
   The maximum enhanced death           contract value withdrawn.
   benefit is 3 times all premium       That amount becomes the new
   payments and credits, as             enhanced death benefit.
   reduced by adjustments for
   withdrawals.***

     *The actual interest rate used for calculating the 7%
      Solution Enhanced Death Benefit for the Liquid Asset and
      Limited Maturity Bond investment portfolios and the Fixed
      Account, will be the lesser of (1) 7% and (2) the interest rate,
      positive or negative, providing a yield on the Guaranteed Death
      Benefit equal to the net return for the current valuation period
      on the contract value allocated to Special Funds.  We may, with
      30 days notice to you, designate any fund as a Special Fund on existing
      contracts with respect to new premiums added to such fund and
      also with respect to new transfers to such funds.  Thus,
      selecting these investments may limit the enhanced death
      benefit.
    **Each premium payment and credit reduced by adjustments for
      any withdrawals and any associated surrender charges incurred
      will continue to grow at the 7% annual effective rate until
      maximum is reached.
   ***Each withdrawal reduces the enhanced death benefit and the
      maximum enhanced death benefit as follows: If total withdrawals
      in a contract year do not exceed 7% of cumulative premiums and
      credits and did not exceed 7% of cumulative premiums and
      credits in any prior contract year, such withdrawals will
      reduce the enhanced death benefit and the maximum enhanced
      death benefit by the amount of the withdrawal (and any
      associated surrender charge) including any Market Value
      Adjustment.  Once withdrawals in any contract year exceed 7% of
      cumulative premiums, withdrawals will reduce the enhanced death
      benefit and the maximum enhanced death benefit in proportion to
      the reduction in contract value pro rata.

           Pro rata withdrawal adjustment on all Death Benefit
      options is calculated by (i) dividing the contract value
      withdrawn by the contract value immediately prior to the
      withdrawal, and then (ii) multiplying the result by the amount
      of the applicable Death Benefit component immediately prior to the
      withdrawal.

                                   38
The Enhanced Death Benefits 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 less than 80 years old at
the time of purchase.  Enhanced Death Benefits are not available where
a Contract is owned by joint owners.

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.

CONTINUATION AFTER DEATH-SPOUSE

If at the Owner's death, the surviving spouse of the deceased Owner is
the beneficiary and such surviving spouse elects to continue the contract
as his or her own the following will apply:

If the guaranteed death benefit as of the date we receive due proof of
death, minus the contract value also on that date, is greater than zero,
we will add such difference to the contract value.  Such addition will be
allocated to the variable subaccounts in proportion to the contract value
in the subaccounts.  If there is no contract value in any subaccount, the
addition will be allocated to the Liquid Assets subaccount, or its
successor.

The death benefit will continue to apply, with all age criteria using the
surviving spouse's age as the determining age.

At subsequent surrender, any surrender charge applicable to premiums paid
prior to the date we receive due proof of death of the Owner will be
waived.  Any premiums paid later will be subject to any applicable
surrender charge.

This addition to contract value is available only to the spouse of the
owner as of the date of death of the owner if such spouse under the
provisions if this contract elects to continue the contract as his or her
own.

CONTINUATION AFTER DEATH-NON SPOUSE
If the beneficiary or surviving joint owner is not the spouse of the
owner, the contract may continue inforce subject to normal distribution
rules.

                            CHARGES AND FEES
We deduct the charges described below to cover our cost and expenses,
services provided and risks assumed under the Contracts.  We incur
certain costs and expenses for distributing and administrating the
Contracts, for paying the benefits payable under the Contracts and for
bearing various risks associated with the Contracts.  The amount of a
charge will not always correspond to the actual costs associated.  For
example, the surrender charge collected may not fully cover all of the
distribution expenses incurred by us with the service or benefits
provided.  In the event there are any profits from fees and charges
deducted under the Contract, we may use such profits to finance the
distribution of contracts.

CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value deducted
directly from a single subaccount designated by the Company.  Currently
we use the Liquid Asset subaccount for this purpose.  If you do not

                                   39
elect this option, or if the amount of the charges is greater than the amount
in the designated subaccount, the charges will be deducted as discussed
below.  You may cancel this option at any time by sending satisfactory
notice to our Customer Service Center.

CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:

  SURRENDER CHARGE.  We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a
withdrawal in excess of the Free Withdrawal Amount during the 9-year
period from the date we receive and accept a premium payment. The surrender
charge is based on a percentage of each premium payment withdrawn.  This
charge is intended to cover sales expenses that we have incurred.  We may
in the future reduce or waive the surrender charge in certain situations
and will never charge more than the maximum surrender charges.  The
percentage of premium payments deducted at the time of surrender or
excess withdrawal depends on the number of complete years that have
elapsed since that premium payment was made.  We determine the surrender
charge as a percentage of each premium payment withdrawn as follows:

  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8   9+
    SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%  0%

  WAIVER OF SURRENDER CHARGE FOR EXTENDED MEDICAL CARE.  We will waive
the surrender charge in most states in the following events: (i) you
begin receiving qualified extended medical care on or after the first
contract anniversary for at least 45 days during a 60-day period and your
request for the surrender or withdrawal, together with all required
documentation is received at our Customer Service Center during the term
of your care or within 90 days after the last day of your care; or (ii)
you are first diagnosed by a qualifying medical professional, on or after
the first contract anniversary, as having a qualifying terminal illness.
We have the right to require an examination by a physician of our choice.
If we require such an examination, we will pay for it.  You are required
to send us satisfactory written proof of illness.  See your Contract for
more information.  The waiver of surrender charge may not be available in
all states.  If we waive the surrender charge, we will deduct any credit
added to your contract value within 1 year of the withdrawal, and we will
not add any additional credit to any additional premium you pay on or after
the date of any such waiver.

  FREE WITHDRAWAL AMOUNT.  The Free Withdrawal Amount in any contract
year is 10% of your contract value on the date of withdrawal less any
withdrawals during that 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 subaccount or Fixed Interest Allocation from which the excess
withdrawal was taken.  In instances where the excess withdrawal equals
the entire contract value in such subaccounts or Fixed Interest
Allocations, we will deduct charges proportionately from all other
subaccounts and Fixed Interest

                                   40
Allocations in which you are invested.
ANY WITHDRAWAL FROM A FIXED INTEREST ALLOCATION MORE THAN 30 DAYS BEFORE
ITS MATURITY DATE WILL TRIGGER A MARKET VALUE ADJUSTMENT.

For the purpose of calculating the surrender charge for an excess
withdrawal: a) we treat premiums as being withdrawn on a first-in, first-
out basis; and b) amounts withdrawn which are not considered an excess
withdrawal are not considered a withdrawal of any premium payments.  We
have included an example of how this works in Appendix C.  Although we
treat premium payments as being withdrawn before earnings for purpose of
calculating the surrender charge for excess withdrawals, the federal tax
law treats earnings as withdrawn first.

  PREMIUM TAXES.  We may make a charge for state and local premium taxes
depending on your state of residence.  The tax can range from 0% to 3.5%
of the premium payment. We have the right to change this amount to
conform with changes in the law or if you change your state of residence.

We deduct the premium tax from your contract value (or from the MGIB
Base, if exercised) on the annuity start date.  However, some
jurisdictions impose a premium tax at the time that initial and
additional premiums are paid, regardless of when the annuity payments
begin.  In those states we may defer collection of the premium taxes from
your contract value and deduct it when you surrender the Contract, when
you take an excess 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 $40 per Contract.  This charge is
waived if you have a contract value $100,000 or more at the end of a
contract year or the sum of the premiums paid equals or exceeds $100,000.
We deduct the charge proportionately from all subaccounts in which you
are invested. If there is no contract value in those subaccounts, we will
deduct the charge from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until the charge
has been paid.

  TRANSFER CHARGE.  We currently do not deduct any charges for transfers
made during a contract year.  We have the right, however, to assess up to
$25 for each transfer after the twelfth transfer in a contract year.  If
such a charge is assessed, we would deduct the charge from the
subaccounts and the Fixed Interest Allocations from which each such
transfer is made in proportion to the amount being transferred from each
such subaccount and Fixed Interest Allocation unless you have chosen to
have all charges deducted from a single subaccount.  The charge will not
apply to any transfers due to the election of dollar cost averaging,
automatic rebalancing and transfers we make to and from any subaccount
specially designated by the Company for such purpose.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
  MORTALITY AND EXPENSE RISK CHARGE.  The mortality and expense risk
charge is deducted each business day.  The amount of the mortality and
expense risk charge depends on the death benefit you have elected. If you
have elected the Standard Death Benefit, the charge, on an annual basis,
is equal to 1.30% of the assets you have in each subaccount.  The charge
is deducted on each business day at the rate of .003585% 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 1.45% for the Annual
Ratchet Enhanced Death Benefit, 1.65% for the 7% Solution Enhanced Death
Benefit or 1.75% for the Max 7 Enhanced Death Benefit, of the

                                   41
assets you have in each subaccount.  The charge is deducted each business
day at the rate of .004002%, .004558%, or .004837%, respectively, for
each day since the previous business day.

  ASSET-BASED ADMINISTRATIVE CHARGE.  The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the
assets you have in each subaccount.  The charge is deducted on each
business day at the rate of .000411% for each day since the previous
business day.  This charge is deducted daily from your assets in each
subaccount.

OPTIONAL RIDER CHARGES

Subject to state availability, you may purchase one of three optional
benefit riders that you may elect at issue.  So long as the rider is in
effect, we will deduct a separate quarterly charge for each optional
benefit rider through a pro rata reduction of the contract value of the
subaccounts in which you are invested.  If there is insufficient contract
value in the subaccount, we will deduct the charges from your Fixed
Interest Allocations nearest their maturity date. We deduct each rider
charge on each quarterly contract anniversary in arrears, meaning the first
charge will be deducted on the first quarterly anniversary following the
rider date.  For a description of the riders and the defined terms used in
connection with the riders, see "The Annuity Contract - Optional Riders."

     MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB).  The quarterly
charge for the MGAB rider is as follows:

       Waiting Period           Quarterly Charge
       --------------           ----------------
       10 Year..................0.125% of the MGAB Charge Base (0.50% annually)
       20 Year..................0.125% of the MGAB Charge Base (0.50% annually)

The MGAB Charge Base is the total of (i) the MGAB Base on the rider date, and
(ii) premiums and credits during the 2-year period commencing on the rider date,
reduced pro rata for withdrawals and reduced for transfers made within the
last 3 years prior to the MGAB Benefit Date.  We will deduct charges only
during your ten-year or twenty-year waiting period, as applicable.  If you
surrender or annuitize your Contract, we will deduct a pro rata portion of the
charge for the current quarter based on the current quarterly charge rate and
MGAB Charge Base immediately prior to the surrender or annuitization.

     MINIMUM GUARANTEED INCOME BENEFIT (MGIB).  The quarterly charge for
the MGIB rider is as follows:

       MGIB Base Rate           Quarterly Charge
       --------------           ----------------
       0% ................0.05% of the MGIB Base  (0.20% annually)
       3%.................0.08% of the MGIB Base  (0.32% annually)
       5%.................0.10% of the MGIB Base  (0.40% annually)
       6%.................0.15% of the MGIB Base  (0.60% annually)
       7%.................0.125% of the MGIB Base  (0.50% annually)

The MGIB Base is the total of premiums paid and credits added during the 5-year
period after the rider date, reduced pro rata for all withdrawals taken while
the MGIB rider is in effect, and accumulated at the MGIB Base Rate (7% for all
portfolios except the Special Funds).  If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your MGIB Base
immediately prior to the surrender or annuitization.

                                   42
MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB).  The quarterly charge
for the MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible
Payment Amount. The original MGWB Payment Amount is equal to all premiums
paid and credits added during the first two contract years following the rider
date.  When we calculate the MGWB rider charge, we do not reduce the Eligible
Payment Amount by the amount of any withdrawals taken while the MGWB rider
is in effect.  We will deduct charges only during the period before your
Contract's Automatic Periodic Benefit Status.  If you surrender or annuitize
your Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your original MGWB
Eligible Payment Amount, and applicable credits, immediately prior to the
surrender or annuitization.

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts.  Please read the respective Trust prospectus for details.

                           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.  The MGIB annuity benefit may be available
if you have purchased the MGIB rider, provided the waiting period and
other specified conditions have been met.

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, where appropriate under
applicable law, or beneficiary (and gender), the total contract value
applied to purchase a Fixed Interest Allocation, and the applicable
payment rate.

Our approval is needed for any option where:

                                   43
(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 annuity start date, which is the date on which the annuity
payments commence.  The annuity start date must be at least 5 years from
the contract date but before the month immediately following the
annuitant's 90th birthday, or 10 years from the contract date, if later.
If, on the annuity start date, a surrender charge remains, the elected
annuity option must include a period certain of at least 5 years.

If you do not select an annuity start date, it will automatically begin
in the month following the annuitant's 90th birthday, or 10 years from
the contract date, if later.

If the annuity start date occurs when the annuitant is at an advanced
age, such as over age 85, it is possible that the Contract will not be
considered an annuity for federal tax purposes.  See "Federal Tax
Considerations" and the Statement of Additional Information.  For a
Contract purchased in connection with a qualified plan, other than a Roth
IRA, distributions must commence not later than April 1st of the calendar
year following the calendar year in which you attain age 70 1/2 or, in
some cases, retire.  Distributions may be made through annuitization or
withdrawals.  You should consult your tax adviser for tax advice.

FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments.  They may be monthly,
quarterly, semi-annually or annually.  If we do not receive written
notice from you, we will make the payments monthly.  There may be certain
restrictions on minimum payments that we will allow.

THE ANNUITY OPTIONS
We offer the 4 annuity options shown below.  Payments under Options 1, 2
and 3 are fixed.  Payments under Option 4 may be fixed or variable.  For
a fixed annuity option, the contract value in the subaccounts is
transferred to the Company's general account.

  OPTION 1. INCOME FOR A FIXED PERIOD.  Under this option, we make
monthly payments in equal installments for a fixed number of years based
on the contract value on the annuity start date.  We guarantee that each
monthly payment will be at least the amount stated in your Contract.  If
you prefer, you may request that payments be made in annual, semi-annual
or quarterly installments.  We will provide you with illustrations if you
ask for them.  If the cash surrender value or contract value is applied
under this option, a 10% penalty tax may apply to the taxable portion of
each income payment until the contract owner reaches age 59 1/2.

  OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN.  Payment is made for
the life of the annuitant in equal monthly installments and guaranteed
for at least a period certain such as 10 or 20 years.  Other periods
certain may be available to you on request. You may choose a refund
period instead.  Under this arrangement, income is guaranteed until
payments equal the amount applied.  If the person named lives beyond the
guaranteed period, payments continue until his or her death.  We
guarantee that each payment

                                   44
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.
Annuity payments under Option 4 may be fixed or variable.  If variable and
subject to the Investment Company Act of 1940, it will comply with the
requirements of such act.

PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts
still due as provided in the annuity agreement between you and Golden
American.  The amounts we will pay are determined as follows:

     (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.

     (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.

                        OTHER CONTRACT PROVISIONS

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter.  The report will show the contract value, cash
surrender value, and the death benefit as of the end of the calendar
quarter.  The report will also show the allocation of your contract value
and reflects the amounts deducted from or added to the contract value
since the last report, including rider charges if you have elected one of
the optional riders offered in this prospectus. You have 30 days to notify
our customer service center of any errors or discrepancies contained in the
report or in the confirmation notices. We will also send you copies of any
shareholder reports of the investment portfolios in which Account B invests,
as well as any other reports, notices or documents we are required by law to
furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any
payment or determination of values on any business day (1) when the New
York Stock Exchange is closed; (2) when trading on the New York Stock
Exchange is restricted; (3) when an emergency exists as determined by the
Securities and Exchange Commission so that the sale of securities held in
Account B may not reasonably occur or so that the Company may not
reasonably determine the value of Account B's net assets; or (4) during
any other period

                                   45
when the SEC so permits for the protection of security
holders.  We have the right to delay payment of amounts from a Fixed
Interest Allocation for up to 6 months.

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or sex given in the application or enrollment form is
misstated, the amounts payable or benefits provided by the Contract shall
be those that the premium payment would have bought at the correct age or
sex.

ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a loan
but you should understand that your rights and any beneficiary's rights
may be subject to the terms of the assignment.  An assignment may have
federal tax consequences.  You must give us satisfactory written notice
at our Customer Service Center in order to make or release an assignment.
We are not responsible for the validity of any assignment.

CONTRACT CHANGES  APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify
the Contract as an annuity under applicable federal tax law.  You will be
given advance notice of such changes.

FREE LOOK
You may cancel your Contract within your 10-day free look period.  We
deem the free look period to expire 15 days after we mail the Contract to
you.  Some states may require a longer free look period. To cancel, you
need to send your Contract to our Customer Service Center or to the agent
from whom you purchased it.  We will refund the contract value.  For
purposes of the refund during the free look period, (i) we adjust your
contract value for any market value adjustment (if you have invested in
the fixed account), (ii) then we exclude any credit initially applied,
and (iii) then we include a refund of any charges deducted from your
contract value.  Because of the market risks associated with investing in
the portfolios and the potential positive or negative effect of the
market value adjustment, the contract value returned may be greater or
less than the premium payment you paid.  Some states require us to return
to you the amount of the paid premium (rather than the contract value) in
which case you will not be subject to investment risk during the free
look period.  In these states, your premiums designated for investment in
the subaccounts will be allocated during the free look period to a
subaccount specially designated by the Company for this purpose
(currently, the Liquid Asset subaccount).  We may, in our discretion,
require that premiums designated for investment in the subaccounts from
all other states as well as premiums designated for a Fixed Interest
Allocation be allocated to the specially designated subaccount during the
free look period.  Your Contract is void as of the day we receive your
Contract and cancellation request.  We determine your contract value at
the close of business on the day we receive your written request.  If you
keep your Contract after the free look period, we will put your money in
the subaccount(s) chosen by you, based on the accumulation unit value
next computed for each subaccount, and/or in the Fixed Interest
Allocation chosen by you.

GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any surrender,
administration, and mortality and expense risk charges.  We may also
change the minimum initial and additional premium requirements, or offer
an alternative or reduced death benefit.

                                   46
SELLING THE CONTRACT
Directed Services, Inc. is the 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 which in
turn pays the writing agent.  The principal address of Directed Services
is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers to
sell the Contracts through registered representatives who are licensed to
sell securities and variable insurance products.  These broker-dealers
are registered with the SEC and are members of the National Association
of Securities Dealers, Inc.  Directed Services receives a maximum of 5.5%
commission, and passes through 100% of the commission to the broker-
dealer whose registered representative sold the contract.

                        UNDERWRITER COMPENSATION
         ----------------------------------------------------------
         |     NAME OF     |     AMOUNT OF     |      OTHER       |
         |    PRINCIPAL    |  COMMISSION TO BE |   COMPENSATION   |
         |   UNDERWRITER   |        PAID       | Reimbursement of |
         |                 |  Maximum of 5.5%  |       any        |
         |     Directed    |   of any initial  | covered expenses |
         |  Services, Inc. |   or additional   |     incurred     |
         |                 |  premium payments |  by registered   |
         |                 |    except when    |representatives   |
         |                 |      combined     |       in         |
         |                 |  with some annual | connection with  |
         |                 |       trail       | the distribution |
         |                 |    commissions.   |      of the      |
         |                 |                   |    Contracts.    |
         |                 |                   |                  |
         ----------------------------------------------------------

Certain sales agreements may provide for a combination of a certain
percentage of commission at the time of sale and an annual trail
commission (which when combined could exceed 5.5% of total premium
payments).

We do not pay any additional commissions on the sale or exercise of any
of the optional benefit riders offered in this prospectus.

                            OTHER INFORMATION
VOTING RIGHTS
We will vote the shares of a Trust owned by Account B according to your
instructions.  However, if the Investment Company Act of 1940 or any
related regulations should change, or if interpretations of it or related
regulations should change, and we decide that we are permitted to vote
the shares of a Trust in our own right, we may decide to do so.

We determine the number of shares that you have in a subaccount by
dividing the Contract's contract value in that subaccount by the net
asset value of one share of the portfolio in which a subaccount invests.
We count fractional votes.  We will determine the number of shares you
can instruct us to vote 180 days or less before a Trust's meeting.  We
will ask you for voting instructions by mail at least 10 days before the
meeting.  If we do not receive your instructions in time, we will vote
the shares in the same proportion as the instructions received from all
contracts in that subaccount.  We will also vote shares we hold in
Account B which are not attributable to contract owners in the same
proportion.

                                   47
STATE REGULATION
We are regulated by the Insurance Department of the State of Delaware.
We are also subject to the insurance laws and regulations of all
jurisdictions where we do business.  The variable Contract offered by
this prospectus has been approved where required by those jurisdictions.
We are required to submit annual statements of our operations, including
financial statements, to the Insurance Departments of the various
jurisdictions in which we do business to determine solvency and
compliance with state insurance laws and regulations.

LEGAL PROCEEDINGS
The Company, like other insurance companies, may be involved in lawsuits,
including class action lawsuits.  In some class action and other lawsuits
involving insurers, substantial damages have been sought and/or material
settlement payments have been made.  We believe that currently there are
no pending or threatened lawsuits that are reasonably likely to have a
materially adverse impact on the Company or Account B.

LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R. Tashman,
Esquire, Executive Vice President, General Counsel and Secretary of
Golden American.  Sutherland Asbill & Brennan LLP of Washington, D.C. has
provided advice on certain matters relating to federal securities laws.

EXPERTS
The audited financial statements of Golden American Life Insurance
Company and Account B appearing in this prospectus or in the Statement of
Additional Information and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports
thereon appearing in this prospectus or in the Statement of Additional
Information and in the Registration Statement and are included or
incorporated by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.

                       FEDERAL TAX CONSIDERATIONS
The following summary provides a general description of the federal
income tax considerations associated with this Contract and does not
purport to be complete or to cover all tax situations.  This discussion
is not intended as tax advice.  You should consult your counsel or other
competent tax advisers for more complete information.  This discussion is
based upon our understanding of the present federal income tax laws.  We
do not make any representations as to the likelihood of continuation of
the present federal income tax laws or as to how they may be interpreted
by the IRS.

                                   48
TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased
on a tax-qualified basis.  Qualified Contracts are designed for use by
individuals whose premium payments are comprised solely of proceeds from
and/or contributions under retirement plans that are intended to qualify
as plans entitled to special income tax treatment under Sections 401(a),
403(b), 408, or 408A of the Code.  The ultimate effect of federal income
taxes on the amounts held under a Contract, or annuity payments, depends
on the type of retirement plan, on the tax and employment status of the
individual concerned, and on our tax status.  In addition, certain
requirements must be satisfied in purchasing a qualified Contract with
proceeds from a tax-qualified plan and receiving distributions from a
qualified Contract in order to continue receiving favorable tax
treatment.  Some retirement plans are subject to distribution and other
requirements that are not incorporated into our Contract administration
procedures.  Contract owners, participants and beneficiaries are
responsible for determining that contributions, distributions and other
transactions with respect to the Contract comply with applicable law.
Therefore, you should seek competent legal and tax advice regarding the
suitability of a Contract for your particular situation.  The following
discussion assumes that qualified Contracts are purchased with proceeds
from and/or contributions under retirement plans that qualify for the
intended special federal income tax treatment.

TAX STATUS OF THE CONTRACTS
  DIVERSIFICATION REQUIREMENTS.  The Code requires that the investments
of a variable account be "adequately diversified" in order for nonqualified
Contracts to be treated as annuity contracts for federal income tax
purposes.  It is intended that Account B, through the subaccounts, will
satisfy these diversification requirements.

In certain circumstances, owners of variable annuity contracts have been
considered for federal income tax purposes to be the owners of the assets
of the separate account supporting their contracts due to their ability
to exercise investment control over those assets.  When this is the case,
the contract owners have been currently taxed on income and gains
attributable to the separate account assets.  There is little guidance in
this area, and some features of the Contracts, such as the flexibility of
a contract owner to allocate premium payments and transfer contract
values, have not been explicitly addressed in published rulings.  While
we believe that the  Contracts do not give contract owners investment
control over Account B assets, we reserve the right to modify the
Contracts as necessary to prevent a contract owner from being treated as
the owner of the Account B assets supporting the Contract.

  REQUIRED DISTRIBUTIONS.  In order to be treated as an annuity contract
for federal income tax purposes, the Code requires any non-qualified
Contract to contain certain provisions specifying how your interest in
the Contract will be distributed in the event of your death.  The non-
qualified Contracts contain provisions that are intended to comply with
these Code requirements, although no regulations interpreting these
requirements have yet been issued.  We intend to review such provisions
and modify them if necessary to assure that they comply with the
applicable requirements when such requirements are clarified by
regulation or otherwise.  See "Death Benefit choices" for additional
information on required distributions from nonqualified contracts.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts will qualify as
annuity contracts for federal income tax purposes.

                                   49
TAX TREATMENT OF ANNUITIES
  IN GENERAL.  We believe that if you are a natural person you will
generally not be taxed on increases in the value of a Contract until a
distribution occurs or until annuity payments begin.  (For these
purposes, the agreement to assign or pledge any portion of the contract
value, and, in the case of a qualified Contract, any portion of an
interest in the qualified plan, generally will be treated as a
distribution.)

TAXATION OF NON-QUALIFIED CONTRACTS
  NON-NATURAL PERSON.  The owner of any annuity contract who is not a
natural person generally must include in income any increase in the
excess of the contract value over the "investment in the contract"
(generally, the premiums or other consideration you paid for the
contract less any nontaxable withdrawals)during the taxable year.
There are some exceptions to this rule and a prospective contract
owner that is not a natural person may wish to discuss these with a tax
adviser.  The following discussion generally applies to Contracts owned
by natural persons.

  WITHDRAWALS.  When a withdrawal from a non-qualified Contract occurs,
(including amounts paid to you under the MGWB rider) the amount
received will be treated as ordinary income subject to tax up
to an amount equal to the excess (if any) of the contract value
(unreduced by the amount of any surrender charge) immediately before the
distribution over the contract owner's investment in the Contract at that
time.  Credits constitute earnings (not premiums) for federal tax purposes
and are not included in the owner's investment in the contract.The tax
treatment of market value adjustments is uncertain.  You
should consult a tax adviser if you are considering taking a withdrawal
from your Contract in circumstances where a market value adjustment would
apply.

In the case of a surrender under a non-qualified Contract, the amount
received generally will be taxable only to the extent it exceeds the
contract owner's investment in the Contract.

  PENALTY TAX ON CERTAIN WITHDRAWALS.  In the case of a distribution from
a non-qualified Contract, there may be imposed a federal tax penalty
equal to 10% of the amount treated as income.  In general, however, there
is no penalty on distributions:

      o   made on or after the taxpayer reaches age 59 1/2;

      o   made on or after the death of a contract owner;

      o   attributable to the taxpayer's becoming disabled; or

      o   made as part of a series of substantially equal periodic payments
          for the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and
special rules may be applicable in connection with the exceptions
enumerated above.  A tax adviser should be consulted with regard to
exceptions from the penalty tax.

  ANNUITY PAYMENTS.  Although tax consequences may vary depending on the
payment option elected under an annuity contract, a portion of each
annuity payment is generally not taxed and the remainder is taxed as
ordinary income.  The non-taxable portion of an annuity payment is
generally determined in a manner that is designed to allow you to recover
your investment in the Contract ratably on a tax-free basis over the
expected stream of annuity payments, as determined when annuity payments
start.  Once your

                                   50
investment in the Contract has been fully recovered,
however, the full amount of each annuity payment is subject to tax as
ordinary income.

  TAXATION OF DEATH BENEFIT PROCEEDS.  Amounts may be distributed from a
Contract because of your death or the death of the annuitant.  Generally,
such amounts are includible in the income of recipient as follows:  (i)
if distributed in a lump sum, they are taxed in the same manner as a
surrender of the Contract, or (ii) if distributed under a payment option,
they are taxed in the same way as annuity payments.

  TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT.  A
transfer or assignment of ownership of a Contract, the designation of an
annuitant, the selection of certain dates for commencement of the annuity
phase, or the exchange of a Contract may result in certain tax
consequences to you that are not discussed herein.  A contract owner
contemplating any such transfer, assignment or exchange, should consult a
tax adviser as to the tax consequences.

  WITHHOLDING.  Annuity distributions are generally subject to
withholding for the recipient's federal income tax liability.  Recipients
can generally elect, however, not to have tax withheld from
distributions.

  MULTIPLE CONTRACTS.  All non-qualified deferred annuity contracts that
are issued by us (or our affiliates) to the same contract owner during
any calendar year are treated as one non-qualified deferred annuity
contract for purposes of determining the amount includible in such
contract owner's income when a taxable distribution occurs.

TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans.
The tax rules applicable to participants in these qualified plans vary
according to the type of plan and the terms and contributions of the plan
itself.  Special favorable tax treatment may be available for certain
types of contributions and distributions.  Adverse tax consequences may
result from:  contributions in excess of specified limits; distributions
before age 59 1/2 (subject to certain exceptions); distributions that do
not conform to specified commencement and minimum distribution rules; and
in other specified circumstances.  Therefore, no attempt is made to
provide more than general information about the use of the Contracts with
the various types of qualified retirement plans.  Contract owners,
annuitants, and beneficiaries are cautioned that the rights of any person
to any benefits under these qualified retirement plans may be subject to
the terms and conditions of the plans themselves, regardless of the terms
and conditions of the Contract, but we shall not be bound by the terms
and conditions of such plans to the extent such terms contradict the
Contract, unless the Company consents.

  DISTRIBUTIONS.  Annuity payments are generally taxed in the same manner
as under a non-qualified Contract.  When a withdrawal from a qualified
Contract occurs, a pro rata portion of the amount received is taxable,
generally based on the ratio of the contract owner's investment in the
Contract (generally, the premiums or other consideration paid for the
Contract) to the participant's total accrued benefit balance under the
retirement plan.  For qualified  Contracts, the investment in the
Contract can be zero.  For Roth IRAs, distributions are generally not
taxed, except as described below.

For qualified plans under Section 401(a) and 403(b), the Code requires
that distributions generally must commence no later than the later of
April 1 of the calendar year following the calendar year in which the
contract owner (or plan participant) (i) reaches age 70 1/2 or (ii)
retires, and must be made in a specified

                                   51
orm or manner.  If the plan
participant is a "5 percent owner" (as defined in the Code),
distributions generally must begin no later than April 1 of the calendar
year following the calendar year in which the contract owner (or plan
participant) reaches age 70 1/2.  For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1
of the calendar year following the calendar year in which the contract
owner (or plan participant) reaches age 70 1/2.  Roth IRAs under Section
408A do not require distributions at any time before the contract owner's
death.

  WITHHOLDING.  Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax
liability.  The withholding rates vary according to the type of
distribution and the contract owner's tax status.  The contract owner may
be provided the opportunity to elect not to have tax withheld from
distributions.  "Eligible rollover distributions" from section 401(a)
plans and section 403(b) tax-sheltered annuities are subject to a
mandatory federal income tax withholding of 20%.  An eligible rollover
distribution is the taxable portion of any distribution from such a plan,
except certain distributions that are required by the Code or
distributions in a specified annuity form.  The 20% withholding does not
apply, however, if the contract owner chooses a "direct rollover" from
the plan to another tax-qualified plan or IRA.

Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow.  We will endorse the Contract as
necessary to conform it to the requirements of such plan.

REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the Code.

If any contract owner of a non-qualified Contract dies before the annuity
start date, the death benefit payable to the beneficiary will be
distributed as follows:  (a) the death benefit must be completely
distributed within 5 years of the contract owner's date of death; or  (b)
the beneficiary may elect, within the 1-year period after the contract
owner's date of death, to receive the death benefit in the form of an
annuity from us, provided that  (i) such annuity is distributed in
substantially equal installments over the life of such beneficiary or
over a period not extending beyond the life expectancy of such
beneficiary; and (ii) such distributions begin not later than 1 year
after the contract owner's date of death.

Notwithstanding (a) and (b) above, if the sole contract owner's
beneficiary is the deceased owner's surviving spouse, then such spouse
may elect to continue the Contract under the same terms as before the
contract owner's death.  Upon receipt of such election from the spouse at
our Customer Service Center:  (1) all rights of the spouse as contract
owner's beneficiary under the Contract in effect prior to such election
will cease; (2) the spouse will become the owner of the Contract and will
also be treated as the contingent annuitant, if none has been named and
only if the deceased owner was the annuitant; and (3) all rights and
privileges granted by the Contract or allowed by Golden American will
belong to the spouse as contract owner of the Contract.  This election
will be deemed to have been made by the spouse if such spouse makes a
premium payment to the Contract or fails to make a timely election as
described in this paragraph.  If the owner's beneficiary is a nonspouse,
the distribution provisions described in subparagraphs (a) and (b) above,
will apply even if the annuitant and/or contingent annuitant are alive at
the time of the contract owner's death.

If we do not receive an election from a nonspouse owner's beneficiary
within the 1-year period after the contract owner's date of death, then
we will pay the death benefit to the owner's beneficiary in a cash

                                   52
payment within five years from date of death.  We will determine the
death benefit as of the date we receive proof of death.  We will make
payment of the proceeds on or before the end of the 5-year period
starting on the owner's date of death.  Such cash payment will be in full
settlement of all our liability under the Contract.

If the contract owner dies after the annuity start date, we will continue
to distribute any benefit payable at least as rapidly as under the
annuity option then in effect.  All of the contract owner's rights
granted under the Contract or allowed by us will pass to the contract
owner's beneficiary.

If the Contract has joint owners we will consider the date of death of
the first joint owner as the death of the contract owner and the
surviving joint owner will become the contract owner of the Contract.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish
various types of retirement plans for employees, and permits self-
employed individuals to establish these plans for themselves and their
employees.  These retirement plans may permit the purchase of the
Contracts to accumulate retirement savings under the plans.  Adverse tax
or other legal consequences to the plan, to the participant, or to both
may result if this Contract is assigned or transferred to any individual
as a means to provide benefit payments, unless the plan complies with all
legal requirements applicable to such benefits before transfer of the
Contract.  Employers intending to use the Contract with such plans should
seek competent advice.

INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
or "IRA."  These IRAs are subject to limits on the amount that can be
contributed, the deductible amount of the contribution, the persons who
may be eligible, and the time when distributions commence.  Also,
distributions from certain other types of qualified retirement plans may
be "rolled over" or transferred on a tax-deferred basis into an IRA.
There are significant restrictions on rollover or transfer contributions
from Savings Incentive Match Plans (SIMPLE), under which certain
employers may provide contributions to IRAs on behalf of their employees,
subject to special restrictions.  Employers may establish Simplified
Employee Pension (SEP) Plans to provide IRA contributions on behalf of
their employees.  Sales of the Contract for use with IRAs may be subject
to special requirements of the IRS.

ROTH IRAS
Section 408A of the Code permits certain eligible individuals to
contribute to a Roth IRA.  Contributions to a Roth IRA, which are subject
to certain limitations, are not deductible, and must be made in cash or
as a rollover or transfer from another Roth IRA or other IRA.  A rollover
from or conversion of an IRA to a Roth IRA may be subject to tax, and
other special rules may apply.  Distributions from a Roth IRA generally
are not taxed, except that, once aggregate distributions exceed
contributions to the Roth IRA, income tax and a 10% penalty tax may apply
to distributions made (1) before age 59 1/2 (subject to certain
exceptions) or (2) during the five taxable years starting with the year
in which the first contribution is made to any 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

                                   53
(social security) tax.  Distributions of (1)
salary reduction contributions made in years beginning after December 31,
1988; (2) earnings on those contributions; and (3) earnings on amounts
held as of the last year beginning before January 1, 1989, are not
allowed prior to age 59 1/2, separation from service, death or disability.
Salary reduction contributions may also be distributed upon hardship, but
would generally be subject to penalties.

ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may
exceed the greater of the premium payments or the contract value.  The
Internal Revenue Service has not ruled whether an Enhanced Death Benefit
could be characterized as an incidental benefit, the amount of which is
limited in any Code section 401(a) pension or profit-sharing plan or Code
section 403(b) tax-sheltered annuity.  Employers using the Contract may
want to consult their tax adviser regarding such limitation.  Further,
the Internal Revenue Service has not addressed in a ruling of general
applicability whether a death benefit provision such as the Enhanced
Death Benefit provision in the Contract comports with IRA or Roth IRA
qualification requirements.

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.

                                   54
[Shaded Section Header]
--------------------------------------------------------------------------
      MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

SELECTED FINANCIAL DATA

The following selected financial data prepared in accordance with
generally accepted accounting principles ("GAAP") for Golden
American should be read in conjunction with the financial
statements and notes thereto included in this prospectus.

On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of
Equitable of Iowa Companies ("Equitable of Iowa"), according to a
merger agreement among Equitable of Iowa, PFHI, and ING Groep N.V.
(the "ING acquisition").  On August 13, 1996, Equitable of Iowa
acquired all of the outstanding capital stock of BT Variable,
Inc., then the parent of Golden American (the "Equitable
acquisition").  For financial statement purposes, the ING
acquisition was accounted for as a purchase effective October 25,
1997 and the Equitable acquisition was accounted for as a purchase
effective August 14, 1996.  As a result, the financial data
presented below for periods after October 24, 1997, are presented
on the Post-Merger new basis of accounting, for the period August
14, 1996 through October 24, 1997, are presented on the Post-
Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented on the Pre-Acquisition basis of accounting.

                                       SELECTED GAAP BASIS FINANCIAL DATA
                                              (IN THOUSANDS)
                                  Post-Merger                       |       Post-Acquisition
                        --------------------------------------------|---------------------------------
                        For the Period     For       For the Period | For the Period  For the Period
                       January 1, 1999   the Year      October 25,  |   January 1,    August 14, 1996
                           through        Ended       1997 through  |  1997 through    1996 through
                        September 30,  December 31,   December 31,  |   October 24,    December 31,
                            1999           1998           1997      |      1997            1996
                        ------------   ------------  -------------- | --------------  ---------------
|
Annuity and Interest                                                |
  Sensitive Life                                                    |
  Product Charges.......  $   55,195    $   39,119     $    3,834   |     $18,288        $    8,768
Net Income before                                                   |
  Federal Income Tax....  $    7,269    $   10,353     $     (279)  |     $  (608)       $      570
Net Income (Loss).......  $    3,551    $    5,074     $     (425)  |     $   729        $      350
Total Assets............  $7,312,027    $4,752,533     $2,446,395   |       N/A          $1,677,899
Total Liabilities.......  $6,858,151    $4,398,639     $2,219,082   |       N/A          $1,537,415
Total Stockholder's                                                 |
  Equity................  $  453,876    $  353,894     $  227,313   |       N/A          $  140,484
(IN THOUSANDS)
                                   Pre-Acquisition
                         ---------------------------------------
                          For the Period
                           January 1,         For the Years
                          1996 through      Ended December 31,
                           August 13,     ----------------------
                              1996           1995        1994
                         --------------   ----------  ----------
Annuity and Interest
  Sensitive Life
  Product Charges.......     $12,259      $  18,388   $   17,519
Net Income before
  Federal Income Tax....     $ 1,736      $    3,364  $    2,222
Net Income (Loss).......     $ 3,199      $    3,364  $    2,222
Total Assets............        N/A       $1,203,057  $1,044,760
Total Liabilities.......        N/A       $1,104,932  $  955,254
Total Stockholder's
  Equity................        N/A       $   98,125  $   89,506
39
BUSINESS ENVIRONMENT

The current business and regulatory environment remains
challenging for the insurance industry.  The variable annuity
competitive environment is intense and is dominated by a number of
large variable product companies with strong distribution, name
recognition and wholesaling capabilities.  Increasing competition
from traditional insurance carriers as well as banks and mutual
fund companies offer consumers many choices.  However, overall
demand for variable products remains strong for several reasons
including: strong stock market performance over the last five
years; relatively low interest rates; an aging U. S. population
that is increasingly concerned about retirement and estate
planning, as well as maintaining their standard of living in
retirement; and potential reductions in government and employer-
provided benefits at retirement as well as lower public confidence
in the adequacy of those benefits.

In October of 1997, Golden American introduced three new variable
annuity products (GoldenSelect Access, GoldenSelect ES II and
GoldenSelect Premium Plus) which have contributed significantly to
sales.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

The purpose of this section is to discuss and analyze Golden
American Life Insurance Company's ("Golden American") consolidated
results of operations. In addition, some analysis and information
regarding financial condition and liquidity and capital resources
has also been provided. This analysis should be read jointly with
the consolidated financial statements, related notes and the
Cautionary Statement Regarding Forward-Looking Statements, which
appear elsewhere in the financial report. Golden American reports
financial results on a consolidated basis. The consolidated financial
statements include the accounts of Golden American and its wholly
owned subsidiary, First Golden American Life Insurance Company of
New York ("First Golden," and collectively with Golden American,
the "Companies").

                       RESULTS OF OPERATIONS

MERGER.  On October 23, 1997, Equitable of Iowa Companies'
("Equitable") shareholders approved an Agreement and Plan of
Merger ("Merger Agreement") dated July 7, 1997 among Equitable,
PFHI Holdings, Inc. ("PFHI") and ING Groep N.V. ("ING"). On
October 24, 1997, PFHI, a Delaware corporation, acquired all of
the outstanding capital stock of Equitable according to the Merger
Agreement. PFHI is a wholly owned subsidiary of ING, a global
financial services holding company based in The Netherlands.
Equitable, an Iowa corporation, in turn owned all the outstanding
capital stock of Equitable Life Insurance Company of Iowa
("Equitable Life") and Golden American and their wholly owned
subsidiaries. In addition, Equitable owned all the outstanding
capital stock of Locust Street Securities, Inc., Equitable
Investment Services, Inc. (subsequently dissolved), Directed
Services, Inc. ("DSI"), Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds
Distributor, Inc.). In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock and assumed approximately $400 million
in debt. As a result of this transaction, Equitable of Iowa
Companies was merged into PFHI, which was simultaneously renamed
Equitable of Iowa Companies, Inc. ("EIC" or "Parent"), a Delaware
corporation.

For financial statement purposes, the change in control of the
Companies through the ING merger was accounted for as a purchase
effective October 25, 1997. This merger resulted in a new basis of
accounting reflecting estimated fair values of assets and
liabilities at the merger date. As a result, the Companies'
financial statements for periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with
$227.6 million allocated to the Companies. Goodwill of $1.4
billion was established for the excess of the merger cost over the
fair value of the assets and liabilities of EIC with $151.1
million attributed to the Companies. Goodwill resulting

                                    40
from the merger is being amortized over 40 years on a straight-line
basis. The carrying value will be reviewed periodically for any
indication of impairment in value.

CHANGE IN CONTROL--ACQUISITION.  On August 13, 1996, Equitable
acquired all of the outstanding capital stock of BT Variable, Inc.
("BT Variable") and its wholly owned subsidiaries, Golden American
and DSI. After the acquisition, the BT Variable, Inc. name was
changed to EIC Variable, Inc. On April 30, 1997, EIC Variable,
Inc. was liquidated and its investments in Golden American and DSI
were transferred to Equitable, while the remainder of its net
assets were contributed to Golden American. On December 30, 1997,
EIC Variable, Inc. was dissolved.

For financial statement purposes, the change in control of Golden
American through the acquisition of BT Variable was accounted for
as a purchase effective August 14, 1996. This acquisition resulted
in a new basis of accounting reflecting estimated fair values of
assets and liabilities at the acquisition date. As a result, the
Companies' financial statements for the period August 14, 1996
through October 24, 1997 are presented on the Post-Acquisition
basis of accounting and for August 13, 1996 and prior periods are
presented on the Pre-Acquisition basis of accounting.

The purchase price was allocated to the three companies purchased
- BT Variable, DSI, and Golden American. The allocation of the
purchase price to Golden American was approximately $139.9
million. Goodwill of $41.1 million was established for the excess
of the acquisition cost over the fair value of the assets and
liabilities and attributed to Golden American. At June 30, 1997,
goodwill was increased by $1.8 million due to the adjustment of
the value of a receivable existing at the acquisition date. Before
the ING merger, goodwill resulting from the acquisition was being
amortized over 25 years on a straight-line basis.

THE FIRST NINE MONTHS OF 1999 COMPARED TO THE SAME PERIOD OF 1998

PREMIUMS.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED SEPTEMBER 30          1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
Variable annuity premiums:
  Separate account................    $1,783.5        64.9%         $702.1     $1,081.4
  Fixed account...................       539.4        55.6           192.8        346.6
                                      --------        ----          ------     --------
Total variable annuity premiums...     2,322.9        62.7           894.9      1,428.0
Variable life premiums............        7.0        (38.9)           (4.4)        11.4
                                      --------        ----          ------     --------
Total premiums....................    $2,329.9        61.9%         $890.5     $1,439.4
                                      ========        ====          ======     ========
For the Companies' variable contracts, premiums collected are not reported as
revenues, but as deposits to insurance liabilities. Revenues for these
products are recognized over time in the form of investment income and
product charges.

Variable annuity separate account premiums increased 64.9% during the
first nine months of 1999. The fixed account portion of the Companies'
variable annuity premiums increased 55.6% during the first nine months
of 1999.  These increases resulted from increased sales of the Premium
Plus variable annuity product.

Premiums, net of reinsurance, for variable products from two
significant broker/dealers each having at least ten percent of total
sales for the nine months ended September 30, 1999 totaled $664.2
million, or 29% of total premiums ($142.6 million, or 10%, from the
one significant broker/dealer for the nine months ended September 30,
1998).

                                    41
REVENUES.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED JUNE 30                1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
Annuity and interest sensitive
  life product charges............    $  55.2        104.5%        $ 28.2       $ 27.0
Management fee revenue............        6.8        107.4            3.5          3.3
Net investment income.............       42.7         45.7           13.4         29.3
Realized gains(losses) on
  investments.....................       (2.2)      (607.5)          (2.6)         0.4
Other income......................        7.4         55.0            2.6          4.8
                                      -------       ------         ------       ------
Total premiums....................    $ 109.9         69.6%        $ 45.1       $ 64.8
                                      =======       ======         ======       ======
Total revenues increased 69.6% in the first nine months of 1999 from
the same period in 1998. Annuity and interest sensitive life product
charges increased 104.5% in the first nine months of 1999 due to
additional fees earned from the increasing block of business
in the separate accounts.

Golden American provides certain managerial and supervisory services
to Directed Services, Inc. ("DSI"). The fee paid to Golden American
for these services, which is calculated as a percentage of average
assets in the variable separate accounts, was $6.8 million and $3.3
million for the first nine months of 1999 and 1998, respectively.

Net investment income increased 45.7% in the first nine months of 1999
due to growth in invested assets from September 30, 1998.  The
Companies had $2.2 million of realized losses resulting from the
writedown of two fixed maturities in the second quarter of 1999 and
from the sale of investments in the first nine months of 1999,
compared to gains of $0.4 million in the same period of 1998.  Other
income increased $2.6 million to $7.4 million in the first nine months
of 1999 due primarily to income received due to a modified coinsurance
agreement with an unaffiliated reinsurer, which was offset by a
reduction in the Companies' deferred policy acquisition costs.

EXPENSES. Total insurance benefits and expenses increased $44.5
million, or 84.6%, to $97.0 million in the first nine months of 1999.
Interest credited to account balances increased $61.3 million, or
95.6%, to $125.4 million in the first nine months of 1999.  The extra
credit bonus on the Premium Plus variable annuity product increased
$49.9 million to $85.7 million at September 30, 1999 resulting in an
increase in interest credited during the first nine months of 1999
compared to the same period in 1998.  The bonus interest on the fixed
account increased $2.6 million to $7.6 million at September 30, 1999
resulting in an increase in interest credited during the first nine
months of 1999 compared to the same period in 1998. The remaining
increase in interest credited relates to higher account balances
associated with the Companies' fixed account option within the
variable products.

Commissions increased $49.6 million, or 58.4%, to $134.6 million in
the first nine months of 1999. Insurance taxes, state licenses, and
fees increased $0.9 million, or 32.3%, to $3.5 million in the first
nine months of 1999. Changes in commissions and insurance taxes, state
licenses, and fees are generally related to changes in the level and
composition of variable product sales. Insurance taxes, state
licenses, and fees are impacted by several other factors, which
include an increase in FICA taxes primarily due to bonuses and
expenses for the triennial insurance department examination of Golden
American.  Most costs incurred as the result of sales have been deferred,
thus having very little impact on current earnings.

General expenses increased $24.1 million, or 102.5%, to $47.6 million
in the first nine months of 1999. Management expects general expenses
to continue to increase in 1999 as a result of the emphasis on
expanding the salaried wholesaler distribution network and the growth
in sales.  The Companies use a network of wholesalers to distribute
products and the salaries and sales bonuses of these wholesalers are
included in

                                    42
general expenses. The portion of these salaries and
related expenses that varies directly with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from DSI and Equitable Life, an affiliate, for certain advisory,
computer, and other resources and services provided by Golden
American.

The Companies' previous balances of deferred policy acquisition costs
("DPAC"), value of purchased insurance in force ("VPIF"), and unearned
revenue reserve were eliminated and an asset of $44.3 million
representing VPIF was established for all policies in force at the
merger date.  During the first nine months of 1999, VPIF was adjusted
to increase amortization by $0.7 million to reflect changes in the
assumptions related to the timing of estimated gross profits.  During
the first nine months of 1998, VPIF decreased $2.7 million to adjust
the value of other receivables and increased $0.2 million as a result
of an adjustment to the merger costs.  Amortization of DPAC increased
$15.7 million, or 390.7%, in the first nine months of 1999.  This
increase resulted from growth in policy acquisition costs deferred
from $133.6 million at September 30, 1998 to $244.8 million at
September 30, 1999, which was generated by expenses associated with
the large sales volume experienced since September 30, 1998.  Based on
current conditions and assumptions as to the impact of future events
on acquired policies in force, the expected approximate net
amortization relating to VPIF as of September 30, 1999 is $1.1 million
for the remainder of 1999, $4.3 million in 2000, $4.0 million in 2001,
$3.6 million in 2002, $3.2 million in 2003, and $2.4 million in 2004.
Actual amortization may vary based upon changes in assumptions and
experience.

Amortization of goodwill during the first nine months of 1999 totaled
$2.8 million, unchanged from the first nine months of 1998.  Goodwill
resulting from the merger is being amortized on a straight-line basis
over 40 years.

Interest expense on the $25 million surplus note issued in December
1996 and expiring December 2026 was $1.5 million in the first nine
months of 1999, unchanged from the same period of 1998.  Interest
expense on the $60 million surplus note issued in December 1998 and
expiring December 2028 was $3.3 million in the first nine months of
1999. Golden American also paid $0.7 million in the first nine months
of 1999 compared to $1.3 million in the same period of 1998 to ING
America Insurance Holdings, Inc. ("ING AIH") for interest on the
reciprocal loan agreement. Interest expense on the revolving note
payable with SunTrust Bank, Atlanta was $0.1 million for the first
nine months of 1999.  In addition, Golden American paid interest of
$0.2 million during the first quarter of 1998 on the line of
credit with Equitable, which was repaid with a capital contribution
from the Parent and with funds borrowed from ING AIH.

INCOME.  Net income for the first nine months of 1999 was $3.6
million, a decrease of $1.3 million from net income of $4.9 million in
the same period of 1998.

Comprehensive loss for the first nine months of 1999 was $18,000, a
decrease of $5.5 million from comprehensive income of $5.5 million in
the same period of 1998.

                                    43
1998 COMPARED TO 1997

The following analysis combines Post-Merger and Post-Acquisition
activity for 1997.

PREMIUMS.

                          POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                              For the Period   |  For the Period
                          For the Year      For the Year     October 25, 1997  |  January 1, 1997
                             ended              ended            through       |      through
                       December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                       -----------------  -----------------  ----------------- | ----------------
                                                    (Dollars in millions)      |
|
Variable annuity                                                               |
  premiums:                                                                    |
  Separate account....      $1,513.3            $291.2             $111.0      |      $180.2
  Fixed account.......         588.7             318.0               60.9      |       257.1
                            --------            ------             ------      |      ------
                             2,102.0             609.2              171.9      |       437.3
Variable life                                                                  |
  premiums............          13.8              15.6                1.2      |        14.4
                            --------            ------             ------      |      ------
Total premiums........      $2,115.8            $624.8             $173.1      |      $451.7
                            ========            ======             ======      |      ======
For the Companies' variable contracts, premiums collected are not
reported as revenues, but are reported as deposits to insurance
liabilities. Revenues for these products are recognized over time in
the form of investment income and product charges.

Variable annuity separate account premiums increased 419.7% in 1998
primarily due to increased sales of the Premium Plus product
introduced in October of 1997 and the increased sales levels of the
Companies' other products. The fixed account portion of the Companies'
variable annuity premiums increased 85.1% in 1998. Variable life
premiums decreased 11.4% in 1998. Total premiums increased 238.7% in
1998.

During 1998, the Companies' sales were further diversified among
broker/dealers. Premiums, net of reinsurance, for variable products
from two significant broker/dealers having at least ten percent of
total sales for the year ended December 31, 1998 totaled $580.7
million, or 27% of premiums ($328.2 million, or 53% from two
significant broker/dealers for the year ended December 31, 1997).

REVENUES.

                           POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                               For the Period   |  For the Period
                           For the Year      For the Year     October 25, 1997  |  January 1, 1997
                              ended              ended            through       |      through
                        December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                        -----------------  -----------------  ----------------- | ----------------
                                                     (Dollars in millions)      |
|
Annuity and interest                                                            |
  sensitive life                                                                |
  product charges......       $39.1              $22.1              $3.8        |      $18.3
Management fee                                                                  |
  revenue..............         4.8                2.8               0.5        |        2.3
Net investment                                                                  |
  income...............        42.5               26.8               5.1        |       21.7
Realized gains (losses)                                                         |
  on investments.......        (1.5)               0.1                --        |        0.1
Other income...........         5.6                0.7               0.3        |        0.4
                              -----              -----              ----        |      -----
                              $90.5              $52.5              $9.7        |      $42.8
                              =====              =====              ====        |      =====
44
Total revenues increased 72.3%, or $38.0 million, to $90.5 million in
1998. Annuity and interest sensitive life product charges increased
76.8%, or $17.0 million, to $39.1 million in 1998 due to additional
fees earned from the increasing block of business under management in
the separate accounts and an increase in surrender charge revenues.
This increase was partially offset by the elimination of the unearned
revenue reserve related to in force acquired business at the merger
date, which resulted in lower annuity and interest sensitive life
product charges compared to Post-Acquisition levels.

Golden American provides certain managerial and supervisory services
to DSI. The fee paid to Golden American for these services, which is
calculated as a percentage of average assets in the variable separate
accounts, was $4.8 million for 1998 and $2.8 million for 1997.

Net investment income increased 58.6%, or $15.7 million, to $42.5
million in 1998 from $26.8 million in 1997 due to growth in invested
assets. During 1998, the Company had net realized losses on
investments of $1.5 million, which included a $1.0 million write down
of two impaired bonds, compared to gains of $0.1 million in 1997.
Other income increased $4.9 million to $5.6 million in 1998 due
primarily to income received under a modified coinsurance agreement
with an unaffiliated reinsurer as a result of increased sales.

EXPENSES.

                          POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                              For the Period   |  For the Period
                          For the Year      For the Year     October 25, 1997  |  January 1, 1997
                             ended              ended            through       |      through
                       December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                       -----------------  -----------------  ----------------- | ----------------
                                                    (Dollars in millions)      |
|
Insurance benefits                                                             |
  and expenses:                                                                |
Annuity and interest                                                           |
  sensitive life                                                               |
  benefits:                                                                    |
  Interest credited to                                                         |
    account balances..      $94.9               $26.7              $7.4        |      $19.3
  Benefit claims                                                               |
    incurred in excess                                                         |
    of account                                                                 |
    balances..........        2.1                 0.1                --        |        0.1
Underwriting,                                                                  |
  acquisition, and                                                             |
  insurance expense:                                                           |
  Commission..........      121.2                36.3               9.4        |       26.9
  General Expenses....       37.6                17.3               3.4        |       13.9
  Insurance taxes.....        4.1                 2.3               0.5        |        1.8
  Policy acquisition                                                           |
  costs deferred           (197.8)              (42.7)            (13.7)       |      (29.0)
  Amortization:                                                                |
    Deferred policy                                                            |
      acquisition                                                              |
      costs...........        5.1                 2.6               0.9        |        1.7
    Value of purchased                                                         |
      insurance in                                                             |
      force...........        4.7                 6.1               0.9        |        5.2
    Goodwill............      3.8                 2.0               0.6        |        1.4
                           ------               -----             -----        |      -----
                           $ 75.7               $50.7             $ 9.4        |      $41.3
                           ======               =====             =====        |      =====
Total insurance benefits and expenses increased 49.2%, or $25.0
million, in 1998 from $50.7 million in 1997. Interest credited to
account balances increased 255.4%, or $68.2 million, in 1998 from
$26.7 in 1997. The extra credit bonus on the Premium Plus product
introduced in October of 1997 generated a $51.6 million increase in
interest credited during 1998 compared to 1997. The remaining increase
in interest credited related to higher account balances associated
with the Companies' fixed account option within its variable products.

                                    45
Commissions increased 234.2%, or $84.9 million, in 1998 from $36.3
million in 1997. Insurance taxes increased 77.0%, or $1.8 million, in
1998 from $2.3 million in 1997. Changes in commissions and insurance
taxes are generally related to changes in the level of variable
product sales. Insurance taxes are impacted by several other factors,
which include an increase in FICA taxes primarily due to bonuses. Most
costs incurred as the result of new sales including the extra credit
bonus were deferred, thus having very little impact on current
earnings.

General expenses increased 117.7%, or $20.3 million, in 1998 from
$17.3 million in 1997. Management expects general expenses to continue
to increase in 1999 as a result of the emphasis on expanding the
salaried wholesaler distribution network. The Companies use a network
of wholesalers to distribute products and the salaries of these
wholesalers are included in general expenses. The portion of these
salaries and related expenses that varies with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from Equitable Life, an affiliate, for certain advisory, computer and
other resources and services provided by Golden American.

At the merger date, the Companies' deferred policy acquisition costs
("DPAC"), previous balance of value of purchased insurance in force
("VPIF") and unearned revenue reserve were eliminated and a new asset
of $44.3 million representing VPIF was established for all policies in
force at the merger date. During 1998, VPIF was adjusted to reduce
amortization by $0.2 million to reflect changes in the assumptions
related to the timing of future gross profits. VPIF decreased $2.6
million in the second quarter of 1998 to adjust the value of other
receivables recorded at the time of merger and increased $0.2 million
in the first quarter of 1998 as the result of an adjustment to the
merger costs. The amortization of VPIF and DPAC increased $1.1
million, or 13.0%, in 1998. During the second quarter of 1997, VPIF
was adjusted by $2.3 million to reflect narrower spreads than the
gross profit model assumed.

Amortization of goodwill for the year ended December 31, 1998 totaled
$3.8 million compared to $2.0 million for the year ended December 31,
1997.

Interest expense on the $25 million surplus note issued December 1996
and expiring December 2026 was $2.1 million for the year ended
December 31, 1998, unchanged from the same period of 1997. In
addition, Golden American incurred interest expense of $0.2 million in
1998 compared to $0.5 million in 1997 on the line of credit with
Equitable which was repaid with a capital contribution. Golden
American also paid $1.8 million in 1998 to ING America Insurance
Holdings, Inc. ("ING AIH") for interest on the reciprocal loan
agreement. Interest expense on the revolving note payable with
SunTrust Bank, Atlanta was $0.3 million for the year ended December
31, 1998.

INCOME.  Net income for 1998 was $5.1 million, an increase of $4.8
million from $0.3 million in 1997.

Comprehensive income for 1998 was $3.9 million, an increase of $1.8
million from $2.1 million in 1997.

1997 COMPARED TO 1996

The following analysis combines Post-Merger and Post-Acquisition
activity for 1997 and Post-Acquisition and Pre-Acquisition activity
for 1996 for comparison purposes.  Such a comparison does not
recognize the impact of the purchase accounting and goodwill
amortization except for the periods after August 13, 1996.

                                    46
PREMIUMS.

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Variable annuity                                   |                   |
  premiums:                                        |                   |
  Separate account.............       $111.0       |       $291.2      |      $180.2
  Fixed account................         60.9       |        318.0      |       257.1
                                      ------       |       ------      |      ------
                                       171.9       |        609.2      |       437.3
Variable life premiums.........          1.2       |        15.6       |        14.4
                                      ------       |       ------      |      ------
Total premiums.................       $173.1       |       $624.8      |      $451.7
                                      ======       |       ======      |      ======
POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Variable annuity                                   |                   |
  premiums:                                        |                   |
  Separate account.............       $ 51.0       |       $182.4      |      $131.4
  Fixed account................        118.3       |        245.3      |       127.0
                                      ------       |       ------      |      ------
                                       169.3       |        427.7      |       258.4
Variable life premiums.........          3.6       |         14.1      |        10.5
                                      ------       |       ------      |      ------
Total premiums.................       $172.9       |       $441.8      |      $268.9
                                      ======       |       ======      |      ======
Variable annuity separate account and variable life premiums increased
59.6% and 10.1%, respectively in 1997. During 1997, stock market
returns, a relatively low interest rate environment and flat yield
curve have made returns provided by variable annuities and mutual funds
more attractive than fixed rate products such as certificates of
deposits and fixed annuities. The fixed account portion of the
Companies' variable annuity premiums increased 29.7% in 1997 due to
the Companies' marketing emphasis on fixed rates during the second
and third quarters.  Premiums, net of reinsurance, for variable
products from two significant broker/dealers having at least ten
percent of total sales for the year ended December 31, 1997, totaled
$328.2 million, or 53% of premiums ($298.0 million or 67% from two
significant broker/dealers for the year ended December 31, 1996).

                                    47
REVENUES.

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Annuity and interest sensitive                     |                   |
  life product charges.........        $3.8        |       $22.1       |      $18.3
Management fee revenue.........         0.5        |         2.8       |        2.3
Net investment income..........         5.1        |        26.8       |       21.7
Realized gains (losses) on                         |                   |
  investments..................          --        |         0.1       |        0.1
Other Income...................         0.3        |         0.7       |        0.4
                                       ----        |       -----       |      -----
                                       $9.7        |       $52.5       |      $42.8
                                       ====        |       =====       |      =====
POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Annuity and interest sensitive                     |                   |
  life product charges.........       $ 8.8        |       $21.0       |      $12.2
Management fee revenue.........         0.9        |         2.3       |        1.4
Net investment income..........         5.8        |        10.8       |        5.0
Realized gains (losses) on                         |                   |
  investments..................          --        |        (0.4)      |       (0.4)
Other income                            0.5        |         0.6       |        0.1
                                      -----        |       -----       |      -----
                                      $16.0        |       $34.3       |      $18.3
                                      =====        |       =====       |      =====
Total revenues increased 53.3%, or $18.2 million, to $52.5 million in
1997.  Annuity and interest sensitive life product charges increased
5.2%, or $1.1 million in 1997 due to additional fees earned from the
increasing block of business under management in the Separate Accounts
and an increase in the collection of surrender charges.

Golden American provides certain managerial and supervisory services
to DSI.  This fee, calculated as a percentage of average assets in the
variable separate accounts, was $2.8 million for 1997 and $2.3 million
for 1996.

Net investment income increased 148.3%, or $16.0 million, to $26.8
million in 1997 from $10.8 million in 1996  due to growth in invested
assets.  During 1997, the Company had net realized gains on the
disposal of investments, which were the result of voluntary sales, of
$0.1 million compared to net realized losses of $0.4 million in 1996.

                                    48
EXPENSES.

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Insurance benefits and                             |                   |
  expenses:                                        |                   |
  Annuity and interest                             |                   |
    sensitive life benefits:                       |                   |
  Interest credited to account                     |                   |
    balances...................       $  7.4       |       $ 26.7      |      $ 19.3
  Benefit claims incurred in                       |                   |
    excess of account balances.           --       |          0.1      |         0.1
Underwriting, acquisition and                      |                   |
  insurance expenses:                              |                   |
  Commissions..................          9.4       |         36.3      |        26.9
  General expenses.............          3.4       |         17.3      |        13.9
  Insurance taxes..............          0.5       |          2.3      |         1.8
  Policy acquisition costs                         |                   |
    deferred...................        (13.7)      |        (42.7)     |       (29.0)
Amortization:                                      |                   |
  Deferred policy acquisition                      |                   |
    costs......................          0.9       |          2.6      |         1.7
  Present value of in force                        |                   |
    acquired...................          0.9       |          6.1      |         5.2
  Goodwill.....................          0.6       |          2.0      |         1.4
                                      ------       |       ------      |      ------
                                      $  9.4       |       $ 50.7      |      $ 41.3
                                      ======       |       ======      |      ======
POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Insurance benefits and                             |                   |
    expenses:                                      |                   |
  Annuity and interest sensitive                   |                   |
    life benefits:                                 |                   |
    Interest credited to account                   |                   |
      balances..................      $  5.7       |       $ 10.1      |      $  4.4
    Benefit claims incurred in                     |                   |
      excess of account                            |                   |
      balances..................         1.3       |          2.2      |         0.9
  Underwriting, acquisition and                    |                   |
    insurance expenses:                            |                   |
    Commissions.................         9.9       |         26.5      |        16.6
    General expenses............         5.9       |         15.3      |         9.4
    Insurance taxes.............         0.7       |          1.9      |         1.2
    Policy acquisition costs....                   |                   |
      deferred                         (11.7)      |        (31.0)     |       (19.3)
  Amortization:                                    |                   |
    Deferred policy acquisition                    |                   |
      costs.....................         0.2       |          2.6      |         2.4
    Present value of in force                      |                   |
      acquired..................         2.7       |          3.7      |         1.0
    Goodwill....................         0.6       |          0.6      |          --
                                      ------       |       ------      |      ------
                                      $ 15.3       |       $ 31.9      |      $ 16.6
                                      ======       |       ======      |      ======
Total insurance benefits and expenses increased 59.3%, or $18.8
million, in 1997 from $31.9 million in 1996. Interest credited to
account balances increased 164.4%, or $16.6 million, in 1997 as a
result of higher account balances associated with the Company's fixed
account option within its variable products.

Commissions increased 37.3%, or $9.8 million, in 1997 from $26.5
million in 1996.  Insurance taxes increased 23.3%, or $0.4 million, in
1997 from $1.9 million in 1996.  Increases and decreases in
commissions and insurance taxes are generally related to changes in
the level of variable product sales.

                                    49
Insurance taxes are also impacted by several other factors which include
an increase in FICA taxes primarily due to bonuses and an increase in
state licenses and fees.  Most costs incurred as the result of new sales
were deferred, thus having very little impact on earnings.

General expenses increased 12.6%, or $2.0 million, in 1997 from $15.3
million in 1996 due in part to certain expenses associated with the
merger occurring on October 24, 1997.  In addition, the Company uses a
network of wholesalers to distribute its products and the salaries of
these wholesalers are included in general expenses.  The portion of
these salaries and related expenses which vary with sales production
levels are deferred, thus having little impact on earnings.  This
increase in general expenses was partially offset by reimbursements
received from Equitable Life, an affiliate, for certain advisory,
computer and other resources and services provided by Golden American.

During the second quarter of 1997, present value of in force acquired
("PVIF") was unlocked by $2.3 million to reflect narrower current
spreads than the gross profit model assumed.  The Company's deferred
policy acquisition costs ("DPAC"), previous balance of PVIF and
unearned revenue reserve, as of the merger date, were eliminated and
an asset of $44.3 million representing PVIF was established for all
policies in force at the merger date.  The amortization of PVIF and
DPAC increased $2.4 million, or 37.1%, in 1997. Based on current
conditions and assumptions as to the impact of future events on
acquired policies in force, the expected approximate net amortization
for the next five years, relating to the PVIF as of December 31, 1997,
is $6.2 million in 1998, $6.0 million in 1999, $5.6 million in 2000,
$5.0 million in 2001 and $4.2 million in 2002.

Amortization of goodwill for the year ended December 31, 1997 totaled
$2.0 million compared to $0.6 million for the year ended December 31,
1996.

Interest expense on the $25 million surplus note issued December 1996
was $2.0 million for the year ended December 31, 1997.  Interest on
any line of credit borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%.  During
1997, the Company paid $0.6 million to Equitable for interest on the
line of credit.

INCOME.  Net income on a combined basis for 1997 was $0.3 million, a
decrease of $3.2 million, or 91.4%, from 1996.

                          FINANCIAL CONDITION
RATINGS.  During 1998, the Companies' ratings were upgraded by
Standard & Poor's Rating Services ("Standard & Poor's") from AA to
AA+. During the first quarter of 1999, the Companies' ratings were
upgraded by Duff & Phelps Credit Rating Company from AA+ to AAA.

INVESTMENTS.  The financial statement carrying value and amortized
cost basis of the Companies' total investment portfolio grew 8.7% and
10.5%, respectively, during the first nine months of 1999.  All of the
Companies' investments, other than mortgage loans on real estate, are
carried at fair value in the Companies' financial statements. As such,
growth in the carrying value of the Companies' investment portfolio
included changes in unrealized appreciation and depreciation of fixed
maturities as well as growth in the cost basis of these securities.
Growth in the cost basis of the Companies' investment portfolio
resulted from the investment of premiums from the sale of the
Companies' fixed account options. The Companies manage the growth of
insurance operations in order to maintain adequate capital ratios. To
support the fixed account options of the Companies' variable insurance
products, cash flow was invested primarily in fixed maturities and
short-term investments.

At September 30, 1999 and December 31, 1998, the Companies had no
investments in default. At September 30, 1999 and December 31, 1998,
the Companies' investment portfolio had a yield of 6.6% and 6.4%,
respectively.

                                    50
The Companies estimate the total investment portfolio, excluding
policy loans, had a fair value approximately equal to 98.0%
of amortized cost value at September 30, 1999 (100.2% at December
31, 1998).

Fixed Maturities: At September 30, 1999, the Companies had fixed
maturities with an amortized cost of $815.0 million and an estimated
fair value of $798.7 million. At December 31, 1998, the Companies had
fixed maturities with an amortized cost of $739.8 million and an
estimated fair value of $742.0 million.

The Companies classify 100% of securities as available for sale. At
September 30, 1999, net unrealized depreciation on fixed maturities of
$16.3 million was comprised of gross appreciation of $0.8 million and
gross depreciation of $17.1 million.  Net unrealized holding losses on
these securities, net of adjustments to VPIF, DPAC, and deferred
income taxes of $4.0 million, was included in stockholder's equity at
September 30, 1999.  At December 31, 1998 net unrealized appreciation
of fixed maturities of $2.2 million was comprised of gross
appreciation of $6.7 million and gross depreciation of $4.5 million.
Net unrealized holding gains on these securities, net of adjustments
to VPIF, DPAC, and deferred income taxes of $1.0 million was included
in stockholder's equity at December 31, 1998.

The individual securities in the Companies' fixed maturities portfolio
(at amortized cost) include investment grade securities, which include
securities issued by the U.S. government, its agencies, and
corporations, that are rated at least A- by Standard & Poor's ($528.0
million or 64.8% at September 30, 1999 and $477.4 million or 64.5% at
December 31, 1998), that are rated BBB+ to BBB- by Standard & Poor's
($138.0 million or 16.9% at September 30, 1999 and $124.0 million or
16.8% at December 31, 1998) and below investment grade securities
which are securities issued by corporations that are rated BB+ to CCC-
by Standard & Poor's ($72.3 million or 8.9% at September 30, 1999 and
$51.6 million or 7.0% at December 31, 1998). Securities not rated by
Standard & Poor's had a National Association of Insurance
Commissioners ("NAIC") rating of 1, 2, 3 or 4 ($76.7 million or 9.4%
at September 30, 1999 and $86.8 million or 11.7% at December 31,
1998). The Companies' fixed maturity investment portfolio had a
combined yield at amortized cost of 6.6% at September 30, 1999 and
6.5% at December 31, 1998.

Fixed maturities rated BBB+ to BBB- may have speculative
characteristics and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity of the
issuer to make principal and interest payments than is the case with
higher rated fixed maturities.

At September 30, 1999, the amortized cost value of the Companies'
total investment in below investment grade securities, excluding
mortgage-backed securities, was $73.7 million, or 7.4%, of the
Companies' investment portfolio ($52.7 million, or 5.9%, at December
31, 1998).  The Companies intend to purchase additional below
investment grade securities but do not expect the percentage of the
portfolio invested in such securities to exceed 10% of the investment
portfolio.  At September 30, 1999, the yield at amortized cost on the
Companies' below investment grade portfolio was 7.8% compared to 6.6%
for the Companies' investment grade corporate bond portfolio.  AAt
December 31, 1998, the yield at amortized cost on the Companies' below
investment grade portfolio was 7.9% compared to 6.4% for the
Companies' investment grade corporate bond portfolio.  The Companies
estimate the fair value of the below investment grade portfolio was
$70.5 million, or 95.6% of amortized cost value, at September 30, 1999
($51.7 million, or 98.1% of amortized cost value, at December 31,
1998).

Below investment grade securities have different characteristics than
investment grade corporate debt securities. Risk of loss upon default
by the borrower is significantly greater with respect to below
investment grade securities than with other corporate debt securities.
Below investment grade securities are generally unsecured and are
often subordinated to other creditors of the issuer. Also, issuers of
below investment grade securities usually have higher levels of debt
and are more sensitive to adverse economic conditions, such as a
recession or increasing interest rates, than are investment grade
issuers. The Companies attempt to reduce the overall risk in the below
investment grade portfolio, as in all investments, through careful
credit analysis, strict investment policy guidelines, and
diversification by company and by industry.

                                    51
The Companies analyze the investment portfolio, including below
investment grade securities, at least quarterly in order to determine
if the Companies' ability to realize the carrying value on any
investment has been impaired. For debt and equity securities, if
impairment in value is determined to be other than temporary (i.e. if
it is probable the Companies will be unable to collect all amounts due
according to the contractual terms of the security), the cost basis of
the impaired security is written down to fair value, which becomes the
new cost basis. The amount of the write-down is included in earnings
as a realized loss. Future events may occur, or additional or updated
information may be received, which may necessitate future write-downs
of securities in the Companies' portfolio. Significant write-downs in
the carrying value of investments could materially adversely affect
the Companies' net income in future periods.

During the nine months ended September 30, 1999 and Ifor the year
ended December 31, 1998, fixed maturities designated as available for
sale with a combined amortized cost of $170.6 million and $145.3
million, respectively, were called or repaid by their issuers. In
total, net pre-tax losses from sales, calls, and repayments of fixed
maturities amounted to $2.2 million and $0.5 million, for the first
nine months of 1999 and for the year ended December 31, 1998,
respectively.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value. As a result, at December 31, 1998, Golden American
recognized a total pre-tax loss of approximately $1.0 million to
reduce the carrying value of the bonds to their combined net
realizable value of $2.9 million.  During the second quarter of 1999,
further information was received regarding these bonds and Golden
American determined that the carrying value of the two bonds exceeded
their estimated net realizeable value.  As a result, at June 30, 1999
Golden American recognized a total pre-tax loss of approximately $1.6
million to further reduce the carrying value of the bonds to their
combined net realizeable value of $1.1 million.

Equity Securities: At September 30, 1999 and December 31, 1998,
Eequity securities represented 1.5% and 1.6%, respectively, of the
Companies' investment portfolio. At September 30, 1999 and December
31, 1998, the Companies owned equity securities with a cost of $14.4
million and an estimated fair value of $13.7 million and $11.5
million, respectively.  At September 30, 1999, net unrealized
depreciation of equity securities of $0.7 million was comprised of
gross appreciation of $0.3 million and gross depreciation of
$1.0 million at December 31, 1998 net unrealized depreciation of
equity securities was comprised entirely of gross depreciation of
$2.9 million .  Equity securities are primarily comprised of
investments in shares of the mutual funds underlying the Companies'
registered separate accounts.

Mortgage Loans on Real Estate: Mortgage loans on real estate
represented 9.5% and 10.9% of the Companies' investment portfolio at
September 30, 1999 and at December 31, 1998, respectively. Mortgages
outstanding at amortized cost were $93.9 million September 30, 1999
with an estimated fair value of $91.2 million. Mortgages outstanding
were $97.3 million at December 31, 1998 with an estimated fair value
of $99.8 million. At September 30, 1999, the Companies' mortgage loan
portfolio included 57 loans with an average size of $1.6 million and
average seasoning of 0.8 years if weighted by the number of loans. At
December 31, 1998, Tthe Companies' mortgage loan portfolio includeds
57 loans with an average size of $1.7 million and average seasoning of
0.9 years if weighted by the number of loans. The Companies' mortgage
loans on real estate are typically secured by occupied buildings in
major metropolitan locations and not speculative developments and are
diversified by type of property and geographic location.

Mortgage loans on real estate have been analyzed by geographical
location with concentrations by state identified as California (12% in
1998 and 1997), Utah (11% in 1998, 13% in 1997) and Georgia (10% in
1998, 11% in 1997).  There are no other concentrations of mortgage
loans in any state exceeding ten percent at December 31, 1998 and
1997.  Mortgage loans on real estate have also been analyzed by
collateral type with significant concentrations identified in office
buildings (36% in 1998, 43% in 1997), industrial buildings (32% in
1998, 33% in 1997) and retail facilities (20% in 1998, 15% in 1997).
As of September 30, 1999, there have been no significant changes to
the concentrations of mortgage loans on real estate compared to December
31, 1998.  At September 30, 1999 and December 31, 1998, the yield on
the Companies' mortgage loan portfolio was 7.3%.

                                    52
At September 30, 1999 and December 31, 1998, no mortgage loan on real
estate was delinquent by 90 days or more. The Companies' loan
investment strategy is consistent with other life insurance
subsidiaries of ING in the U.S. The insurance subsidiaries of EIC have
experienced a historically low default rate in their mortgage loan
portfolios.

OTHER ASSETS.  Accrued investment income increased $2.3 million during
the first nine months of 1999 due to an increase in the overall size
of the portfolio resulting from the investment of premiums allocated
to the fixed account options of the Companies' variable products.

DPAC represents certain deferred costs of acquiring insurance
business, principally first year commissions and interest bonuses,
extra credit bonuses and other expenses related to the production of
new business after the merger. The Companies' previous balances of
DPAC and VPIF were eliminated as of the merger date, and an asset
representing VPIF was established for all policies in force at the
merger date. VPIF is amortized into income in proportion to the
expected gross profits of in force acquired business in a manner
similar to DPAC amortization. Any expenses which vary directly with
the sales of the Companies' products are deferred and amortized. At
September 30, 1999, the Companies had DPAC and VPIF balances of $439.2
million and $33.0 million ($205.0 million and $36.0 million,
respectively at December 31, 1998). During the first nine months of
1998, VPIF decreased $2.7 million to adjust the value of other
receivables and increased $0.2 million as a result of an adjustment to
the merger costs.

Property and equipment increased $5.7 million, or 77.1%, during the
first nine months of 1999, due to the purchase of furniture and other
equipment for Golden American's new offices in West Chester,
Pennsylvania.  Property and equipment increased $5.8 million during
1998, due to installation of a new policy administration system,
introduction of an imaging system as well as the growth in the
business.

Goodwill totaling $151.1 million, representing the excess of the
acquisition cost over the fair value of net assets acquired, was
established at the merger date. Accumulated amortization of goodwill
as of September 30, 1999 and December 31, 1998 was $7.2 million and
$4.4 million, respectively.

Other assets increased $35.8 million during the first nine months of
1999 due mainly to an increase in a receivable from the separate
account.  Other assets increased $5.5 million during 1998 due mainly
to an increase in amounts due from an unaffiliated reinsurer under a
modified coinsurance agreement.

At September 30, 1999, the Companies had $5.6 billion of separate
account assets compared to $3.4 billion at December 31, 1998. The
increase in separate account assets resulted from market appreciation,
increased transfer activity, and sales of the Companies' variable
annuity products, net of redemptions. At December 31, 1998, the
Companies had $3.4 billion of separate account assets compared to $1.6
billion at December 31, 1997. The increase in separate account assets
resulted from market appreciation and growth in sales of the
Companies' variable annuity products, net of redemptions.

At September 30, 1999, the Companies had total assets of $7.3 billion,
a 53.9% increase from December 31, 1998.  At December 31, 1998,
the Companies had total assets of $4.8 billion, an increase of 94.3%
from December 31, 1997.

LIABILITIES.  In conjunction with the volume of variable annuity
sales, the Companies' total liabilities increased $2.5 billion, or
55.9%, during the first nine months of 1999 and totaled $6.9 billion
at September 30, 1999.  At September 30, 1999, future policy benefits
for annuity and interest sensitive life products increased $128.3
million, or 14.6%, to $1.0 billion reflecting premium growth in the
Companies' fixed account options of its variable products, net of
transfers to the separate accounts. Market appreciation, increased
transfer activity, and premiums, net of redemptions, accounted for the
$2.2 billion, or 64.9%, increase in separate account liabilities to
$5.6 billion at September 30, 1999.

In conjunction with the volume of variable annuity sales, the
Companies' total liabilities increased $2.2 billion, or 98.2%, during
1998 and totaled $4.4 billion at December 31, 1998. Future policy
benefits for annuity and interest sensitive life products increased
$375.8 million, or 74.4%, to $881.1 million reflecting premium growth
in the Companies' fixed account option of its variable products.
Market appreciation and premium growth, net of redemptions, accounted
for the $1.7 billion, or 106.3%, increase in separate account
liabilities to $3.4 billion at December 31, 1998.

                                    53
On September 30, 1999, Golden American issued a $75 million, 7.75%
surplus note to ING AIH, which matures on September 29, 2029.

On December 30, 1998, Golden American issued a $60 million, 7.25%
surplus note to Equitable Life, which matures on December 29, 2028.

On December 17, 1996, Golden American issued a $25 million, 8.25%
surplus note to Equitable which matures on December 17, 2026. As a
result of the merger, the surplus note is now payable to EIC.

At September 30, 1999, other liabilities increased $47.5 million from
$32.6 million at December 31, 1998, due primarily to increases in
securities payables and remittances to be applied.

At December 31, 1998, other liabilities increased $15.3 million from
$17.3 million at December 31, 1997, due primarily to increases in
accounts payable, outstanding checks, guaranty fund assessment
liability, and pension liability.

The effects of inflation and changing prices on the Companies'
financial position are not material since insurance assets and
liabilities are both primarily monetary and remain in balance. An
effect of inflation, which has been low in recent years, is a decline
in stockholder's equity when monetary assets exceed monetary
liabilities.

STOCKHOLDER'S EQUITY. Additional paid-in capital increased $100.0
million, or 28.8%, from December 31, 1998 to $447.6 million at
September 30, 1999 due to capital contributions from the Parent.
Additional paid-in capital increased $122.6 million, or 54.5%, from
December 31, 1997 to $347.6 million at December 31, 1998 primarily due
to capital contributions from the Parent.

                    LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Companies to generate sufficient cash
flows to meet the cash requirements of operating, investing, and
financing activities. The Companies' principal sources of cash are
variable annuity premiums and product charges, investment income,
maturing investments, proceeds from debt issuance, and capital
contributions made by the Parent. Primary uses of these funds are
payments of commissions and operating expenses, interest and extra
premium credits, investment purchases, repayment of debt, as well as
withdrawals and surrenders.

Net cash used in operating activities was $60.0 million in the first
nine months of 1999 compared to $22.7 million in the same period of
1998. Net cash used in operating activities was $63.9 million in 1998
compared to $4.8 million in 1997. The Companies have predominantly had
negative cash flows from operating activities since Golden American
started issuing variable insurance products in 1989. These negative
operating cash flows result primarily from the funding of commissions
and other deferrable expenses related to the continued growth in the
variable annuity products. The 1998 increase in net cash used in
operating activities resulted principally from the introduction of
Golden American's extra premium credit product in October 1997. In
1998, $54.4 million in extra premium credits was added to contract
holders' account values versus $2.8 million in 1997.

Net cash used in investing activities was $111.3 million during the
first nine months of 1999 as compared to $224.5 million in the same
period of 1998.  This decrease is primarily due to greater net
purchases of fixed maturities, equity securities, and mortgage loans
on real estate during the first nine months of 1998 than in the same
period of 1999.  Net purchases of fixed maturities reached $79.7
million during the first nine months of 1999 versus $199.0 million in
the same period of 1998.  Net sales of mortgage loans on real estate
were $3.2 million during the first nine months of 1999 compared to net
purchases of $13.2 million during the first nine months of 1998.

Net cash used in investing activities was $390.0 million during 1998
as compared to $198.5 million in 1997. This increase is primarily due
to greater net purchases of fixed maturities resulting from an
increase in funds available from net fixed account deposits. Net
purchases of fixed maturities reached

                                    54
$331.3 million in 1998 versus $135.3 million in 1997. Net purchases
of mortgage loans on real estate, on the other hand, declined to $12.6
million from $51.2 at December 31, 1997in the prior year. In 1998,
net purchases of short-term investments were unusually high due to
the investment of the remaining proceeds of Golden American's $60.0
million surplus note issued on December 30, 1998.

Net cash provided by financing activities was $177.5 million during
the first nine months of 1999 compared to $245.1 million during the
same period of 1998. In the first nine months of 1999, net cash
provided by financing activities was positively impacted by net fixed
account deposits of $441.7 million compared to $300.0 million in the
same period of 1998.  This increase was offset by net reallocations to
the Companies' separate accounts, which increased to $439.2 million
from $163.5 million during the prior year, and by a decrease in net
borrowings of $54.8 million in the first nine months of 1999 compared
to the first nine months of 1998.  In the first nine months of 1999,
another important source of cash provided by financing activities was
$100.0 million in capital contributions from the Parent compared to
$53.8 million in the first nine months of 1998. In addition, another
source of cash provided by financing activities during the third
quarter of 1999 was $75.0 million in proceeds from a surplus note
with ING AIH.

Net cash provided by financing activities was $439.5 million during
1998 as compared to $218.6 million during the prior year. In 1998, net
cash provided by financing activities was positively impacted by net
fixed account deposits of $520.8 million compared to $303.6 million in
1997. This increase was partially offset by net reallocations to the
Companies' separate accounts, which increased to $239.7 million from
$110.1 million during the prior year. In 1998, other important sources
of cash provided by financing activities were $98.4 million of capital
contributions from the Parent and $60.0 million of proceeds from the
issuance of a surplus note on December 30, 1998.  The Companies have
used part of the proceeds of the surplus note to repay outstanding
short-term debt.

The Companies' liquidity position is managed by maintaining adequate
levels of liquid assets, such as cash or cash equivalents and short-
term investments. Additional sources of liquidity include borrowing
facilities to meet short-term cash requirements. Golden American
maintains a $65.0 million reciprocal loan agreement with ING AIH,
which expires on December 31, 2007.  In addition, the Companies
have an $85.0 million revolving note facility with SunTrust Bank,
Atlanta, which expires on July 31, 2000.  Management believes that
these sources of liquidity are adequate to meet the Companies'
short-term cash obligations.

Based on current trends, the Companies expect to continue to use net
cash in operating activities, given the continued growth of the
variable annuity products. It is anticipated that a continuation of
capital contributions from the Parent and the issuance of additional
surplus notes will cover these net cash outflows. ING is committed to
the sustained growth of Golden American.  During 1999, ING will
maintain Golden American's statutory capital and surplus at the end of
each quarter at a level such that: 1) the ratio of Total Adjusted
Capital divided by Company Action Level Risk Based Capital exceeds
300%; 2) the ratio of Total Adjusted Capital (excluding surplus notes)
divided by Company Action Level Risk Based Capital exceeds 200%; and
3) Golden American's statutory capital and surplus exceeds the
"Amounts Accrued for Expense Allowances Recognized in Reserves" as
disclosed on page 3, Line 13A of Golden American's Statutory
Statement.

During the first quarter of 1999, Golden American's operations were
moved to a new site in West Chester, Pennsylvania.  During the third
quarter of 1999, Golden American occupied an additional 20,000 square
feet and currently occupies 85,000 square feet of leased space, its
affiliate occupies 20,000 square feet, and it has made commitments for
an additional 20,000 square feet to be occupied by itself or its
affiliates during the fourth quarter of 1999.  Previously, Golden
American's home office operations were housed in leased locations in
Wilmington, Delaware and various locations in Pennsylvania, which were
leased on a short-term basis for use in the transition to the new
office building. Golden American's New York subsidiary is housed in
leased space in New York, New York. The Companies intend to spend
approximately $1.0 million on capital needs during the remainder of
1999.

The ability of Golden American to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed an
annual
                                    55
limit. During 1999, Golden American cannot pay dividends to its
Parent without prior approval of statutory authorities.

Under the provisions of the insurance laws of the State of New York,
First Golden cannot distribute any dividends to its stockholder,
Golden American, unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed with the New York
Insurance Department at least thirty days in advance of the proposed
declaration. If the Superintendent of the New York Insurance Department
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the
filing.  The management of First Golden does not anticipate paying
any dividends to Golden American during 1999.

The NAIC's risk-based capital requirements require insurance companies
to calculate and report information under a risk-based capital
formula. These requirements are intended to allow insurance regulators
to monitor the capitalization of insurance companies based upon the
type and mixture of risks inherent in a company's operations. The
formula includes components for asset risk, liability risk, interest
rate exposure and other factors. The Companies have complied with the
NAIC's risk-based capital reporting requirements. Amounts reported
indicate the Companies have total adjusted capital well above all
required capital levels.

Reinsurance:  At September 30, 1999 and at December 31, 1998, Golden
American had reinsurance treaties with four unaffiliated reinsurers
and one affiliated reinsurer covering a significant portion of the
mortality risks under its variable contracts. Golden American remains
liable to the extent its reinsurers do not meet their obligations
under the reinsurance agreements.

                                    56
MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the
Companies' operations, including investment decisions, product
development and crediting rates determination. As part of the risk
management process, different economic scenarios are modeled,
including cash flow testing required for insurance regulatory
purposes, to determine that existing assets are adequate to meet
projected liability cash flows. Key variables include
contractholder behavior and the variable separate accounts'
performance.

Contractholders bear the majority of the investment risks related
to the variable products. Therefore, the risks associated with the
investments supporting the variable separate accounts are assumed
by contractholders, not by the Companies (subject to, among other
things, certain minimum guarantees). The Companies' products also
provide certain minimum death benefits that depend on the
performance of the variable separate accounts. Currently the
majority of death benefit risks are reinsured, which protects the
Companies from adverse mortality experience and prolonged capital
market decline.

A surrender, partial withdrawal, transfer or annuitization made
prior to the end of a guarantee period from the fixed account may
be subject to a market value adjustment. As the majority of the
liabilities in the fixed account are subject to market value
adjustment, the Companies do not face a material amount of market
risk volatility. The fixed account liabilities are supported by a
portfolio principally composed of fixed rate investments that can
generate predictable, steady rates of return. The portfolio
management strategy for the fixed account considers the assets
available for sale.  This enables the Companies to respond to
changes in market interest rates, changes in prepayment risk,
changes in relative values of asset sectors and individual
securities and loans, changes in credit quality outlook and other
relevant factors. The objective of portfolio management is to
maximize returns, taking into account interest rate and credit
risks as well as other risks. The Companies' asset/liability
management discipline includes strategies to minimize exposure to
loss as interest rates and economic and market conditions change.

                                    57
On the basis of these analyses, management believes there is no
material solvency risk to the Companies. With respect to a 10%
drop in equity values from year-end 1998 levels, variable separate
account funds, which represent 85% of the in force as of
September 30, 1999, pass the risk in underlying fund performance
to the contract holder (except for certain minimum guarantees that
are mostly reinsured).  With respect to interest rate movements
up or down 100 basis points from year-end 1998 levels, the
remaining 15% of the in force as of September 30, 1999 are fixed
account funds and almost all of these have market value adjustments
which provide significant protection against changes in interest
rates.

     CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any forward-looking statement contained herein or in any other
oral or written statement by the Companies or any of their
officers, directors or employees is qualified by the fact that
actual results of the Companies may differ materially from such
statement, among other risks and uncertainties inherent in the
Companies' business, due to the following important factors:

 1. Prevailing interest rate levels and stock market performance,
    which may affect the ability of the Companies to sell their
    products, the market value and liquidity of the Companies'
    investments and the lapse rate of the Companies' policies,
    notwithstanding product design features intended to enhance
    persistency of the Companies' products.

                                    58
2. Changes in the federal income tax laws and regulations which
    may affect the tax status of the Companies'products.

 3. Changes in the regulation of financial services, including
    bank sales and underwriting of insurance products, which
    may affect the competitive environment for the Companies'
    products.

 4. Increasing competition in the sale of the Companies' products.

 5. Other factors that could affect the performance of the
    Companies, including, but not limited to, market conduct
    claims, litigation, insurance industry insolvencies,
    availability of competitive reinsurance on new business,
    investment performance of the underlying portfolios of the
    variable products, variable product design and sales volume by
    significant sellers of the Companies' variable products.

 6. To the extent third parties are unable to transact business in
    the Year 2000 and thereafter, the Companies' operations could
    be adversely affected.

                         OTHER INFORMATION

SEGMENT INFORMATION.  During the period since the acquisition by
Bankers Trust, September 30, 1992 to date of this Prospectus,
Golden American's operations consisted of one business segment,
the sale of annuity and life insurance products. Golden American
and its affiliate DSI are party to in excess of 140 sales
agreements with broker-dealers, three of whom, Locust Street
Securities, Inc., Vestax Securities Corporation, and Multi-
Financial Securities Corporation, are affiliates of Golden
American. As of September 30, 1999, two broker-dealers produce
10% or more of Golden American's product sales.

REINSURANCE.  Golden American reinsures its mortality risk
associated with the Contract's guaranteed death benefit with one
or more appropriately licensed insurance companies. Golden
American also, effective June 1, 1994, entered into a reinsurance
agreement on a modified coinsurance basis with an affiliate of a
broker-dealer which distributes Golden American's products with
respect to 25% of the business produced by that broker-dealer.

RESERVES.  In accordance with the life insurance laws and
regulations under which Golden American operates, it is obligated
to carry on its books, as liabilities, actuarially determined
reserves to meet its obligations on outstanding Contracts.
Reserves, based on valuation mortality tables in general use in
the United States, where applicable, are computed to equal amounts
which, together with interest on such reserves computed annually
at certain assumed rates, make adequate provision according to
presently accepted actuarial standards of practice, for the
anticipated cash flows required by the contractual obligations and
related expenses of Golden American.

COMPETITION.  Golden American is engaged in a business that is
highly competitive because of the large number of stock and mutual
life insurance companies and other entities marketing insurance
products comparable to those of Golden American. There are
approximately 2,350 stock, mutual and other types of insurers in
the life insurance business in the United States, a substantial
number of which are significantly larger than Golden American.

SERVICE AGREEMENTS.  Beginning in 1994 and continuing until August
13, 1996, Bankers Trust (Delaware), a subsidiary of Bankers Trust
New York Corporation, and Golden American became parties to a service
agreement pursuant to which Bankers Trust (Delaware) agreed to provide
certain accounting, actuarial, tax, underwriting, sales, management and
other services to Golden American.  Expenses incurred by Bankers Trust
(Delaware)in relation to this service agreement were reimbursed by Golden
American on an allocated cost basis. Charges billed to Golden American by
Bankers Trust (Delaware) pursuant to the service agreement for 1996 through
its termination as of August 13, 1996 were $0.5 million.

Pursuant to a service agreement between Golden American and Equitable
Life, Equitable Life provides certain administrative, financial and
other services to Golden American.  Equitable Life billed Golden

                                    59
American and its subsidiary First Golden American Life Insurance
Company of New York ("First Golden"), $0.9 million, $1.1 million,
and $29,000 for the first nine months of 1999 and the years ended
December 31, 1998 and 1997, respectively, under this service
agreement.

Golden American provides to DSI certain of its personnel to perform
management, administrative and clerical services and the use of
certain facilities. Golden American charges DSI for such expenses and
all other general and administrative costs, first on the basis of
direct charges when identifiable, and the remainder allocated based on
the estimated amount of time spent by Golden American's employees on
behalf of DSI.  In the opinion of management, this method of cost
allocation is reasonable.  In 1995, the service agreement between DSI
and Golden American was amended to provide for a management fee from
DSI to Golden American for managerial and supervisory services
provided by Golden American. This fee, calculated as a percentage of
average assets in the variable separate accounts, was $6.8 million,
$4.8 million, $2.8 million and $2.3 million for the first nine months
of 1999, and the years of 1998, 1997 and 1996, respectively.

Since January 1, 1998, Golden American and First Golden have had an
asset management agreement with ING Investment Management LLC ("ING
IM"), an affiliate, in which ING IM provides asset management and
accounting services for a fee, payable quarterly. For the first nine
months of 1999 and for the year ended December 31, 1998, Golden
American and First Golden incurred fees of $1.6 million and $1.5 million,
respectively, under this agreement.  Prior to 1998, Golden American and
First Golden had a service agreement with Equitable Investment Services,
Inc. ("EISI"), an affiliate, in which EISI provided investment
management services.  Golden American and First Golden paid fees of
$1.0 million for 1997 and $72,000 for the period from August 14,
1996 through December 31, 1996, respectively.

Since 1997, Golden American has provided certain advisory, computer
and other resources and services to Equitable Life. Revenues for these
services totaled $0.9 million for the first nine months of 1999,
$5.8 million for 1998 and $4.3 million for 1997.

The Companies provide resources and services to DSI.  Revenues for
these services totaled $0.8 million for the first nine months of 1999.

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate.  Revenues for these services
totaled $0.4 million for the first nine months of 1999 and $2.1
million for 1998.

DISTRIBUTION AGREEMENT.  Under a distribution agreement, DSI acts as
the principal underwriter (as defined in the Securities Act of 1933
and the Investment Company Act of 1940, as amended) of the variable
insurance products issued by Golden American which as of September 30,
1999 and December 31, 1998, are sold primarily through two
broker/dealer institutions. For the nine months ended September 30,
1999 and the years 1998, 1997 and 1996, commissions paid by Golden
American to DSI (including commissions paid by First Golden)
aggregated $130.4 million, $117.5 million, $36.4 million and $27.1
million, respectively.

EMPLOYEES.  Golden American, as a result of its Service Agreement
with Bankers Trust (Delaware) and EIC Variable, had very few
direct employees. Instead, various management services were
provided by Bankers Trust (Delaware), EIC Variable and Bankers
Trust New York Corporation, as described above under "Service
Agreement." The cost of these services were allocated to Golden
American. Since August 14, 1996, Golden American has hired
individuals to perform various management services and has looked
to Equitable of Iowa and its affiliates for certain other
management services.

Certain officers of Golden American are also officers of DSI, and
their salaries are allocated among both companies. Certain
officers of Golden American are also officers of other Equitable
of Iowa subsidiaries. See "Directors and Executive Officers."

PROPERTIES.  Golden American's principal office is located at 1475
Dunwoody Drive, West Chester, Pennsylvania  19380, where all of
Golden American's records are maintained. This office space is
leased.

STATE REGULATION.  Golden American is subject to the laws of the
State of Delaware governing insurance companies and to the
regulations of the Delaware Insurance Department (the "Insurance
Department").  A detailed financial statement in the prescribed
form (the "Annual Statement") is filed with the Insurance
Department each year covering Golden American's operations for the
preceding year and its financial condition as of the end of that
year.  Regulation by the Insurance Department includes periodic
examination to determine contract liabilities and reserves so that
the Insurance Department may certify

                                    60
that these items are correct. Golden American's books and accounts are
subject to review by the Insurance Department at all times.  A full
examination of Golden American's operations is conducted periodically
by the Insurance Department and under the auspices of the NAIC.

In addition, Golden American is subject to regulation under the
insurance laws of all jurisdictions in which it operates.  The
laws of the various jurisdictions establish supervisory agencies
with broad administrative powers with respect to various matters,
including licensing to transact business, overseeing trade
practices, licensing agents, approving contract forms,
establishing reserve requirements, fixing maximum interest rates
on life insurance contract loans and minimum rates for
accumulation of surrender values, prescribing the form and content
of required financial statements and regulating the type and
amounts of investments permitted.  Golden American is required to
file the Annual Statement with supervisory agencies in each of the
jurisdictions in which it does business, and its operations and
accounts are subject to examination by these agencies at regular
intervals.

The NAIC has adopted several regulatory initiatives designed to
improve the surveillance and financial analysis regarding the
solvency of insurance companies in general.  These initiatives
include the development and implementation of a risk-based capital
formula for determining adequate levels of capital and surplus.
Insurance companies are required to calculate their risk-based
capital in accordance with this formula and to include the results
in their Annual Statement.  It is anticipated that these standards
will have no significant effect upon Golden American.  For
additional information about the Risk-Based Capital adequacy
monitoring system and Golden American, see "Management's
Discussion and Analysis Results of Operations"

In addition, many states regulate affiliated groups of insurers,
such as Golden American, and its affiliates, under insurance
holding company legislation.  Under such laws, inter-company
transfers of assets and dividend payments from insurance
subsidiaries may be subject to prior notice or approval, depending
on the size of the transfers and payments in relation to the
financial positions of the companies involved.

Under insurance guaranty fund laws in most states, insurers doing
business therein can be assessed (up to prescribed limits) for
contract owner losses incurred by other insurance companies which
have become insolvent.  Most of these laws provide that an
assessment may be excused or deferred if it would threaten an
insurer's own financial strength.  For information regarding
Golden American's estimated liability for future guaranty fund
assessments, see Note 11 of Notes to Financial Statements.

Although the federal government generally does not directly
regulate the business of insurance, federal initiatives often have
an impact on the business in a variety of ways.  Certain insurance
products of Golden American are subject to various federal
securities laws and regulations.  In addition, current and
proposed federal measures which may significantly affect the
insurance business include regulation of insurance company
solvency, employee benefit regulation, removal of barriers
preventing banks from engaging in the insurance business, tax law
changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative
desirability of various personal investment vehicles.

                                    61
DIRECTORS AND OFFICERS

NAME (AGE)                    POSITION(S) WITH THE COMPANY
----------                    ----------------------------
Barnett Chernow (50)          President and Director
Myles R. Tashman (57)         Director, Executive Vice President,
                              General Counsel and Secretary
Michael W. Cunningham (50)    Director
Mark A. Tullis (44)           Director
Phillip R. Lowery (46)        Director
James R. McInnis (51)         Executive Vice President and
                              Chief Marketing Officer
Stephen J. Preston (42)       Executive Vice President and Chief
                              Actuary
E. Robert Koster (41)         Senior Vice President and Chief Financial
                              Officer
Patricia M. Corbett (34)      Treasurer and Assistant V.P.
David L. Jacobson (50)        Senior Vice President and Assistant
                              Secretary
William L. Lowe (35)          Senior Vice President, Sales and Marketing
Ronald R. Blasdell (46)       Senior Vice President, Project Implementation
Steven G. Mandel (40)         Senior Vice President and
                              Chief Information Officer
Gary F. Haynes (54)           Senior Vice President, Operations

Each director is elected to serve for one year or until the next
annual meeting of shareholders or until his or her successor is
elected. Some directors are directors of insurance company
subsidiaries of Golden American's parent, Equitable of Iowa.  The
principal positions of Golden American's directors and senior
executive officers for the past five years are listed below:

Mr. Barnett Chernow became President and Director of Golden American
and President of First Golden in April 1998.  From 1993 to 1998, Mr.
Chernow served as Executive Vice President of Golden American.  He was
elected to serve as Executive Vice President and Director of First
Golden in September 1996.

Mr. Myles R. Tashman joined Golden American in August 1994 as
Senior Vice President and was named Executive Vice President,
General Counsel and Secretary effective January 1, 1996. He was
elected to serve as a Director of Golden American in January 1998.
He also serves as a Director, Executive Vice President, General
Counsel and Secretary of First Golden.

Mr. Michael W. Cunningham became a Director of Golden American and
First Golden in April 1999.  Also, he has served as a Director of
Life of Georgia and Security Life of Denver since 1995.
Currently, he serves as Executive Vice President and Chief
Financial Officer of ING North America Insurance Corporation, and
has worked for them since 1991.

Mr. Mark A. Tullis became a Director of Golden American in January
2000. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September 1999.

                                    62
Mr. Phillip R. Lowery became a Director of Golden American in
April 1999.  He has served as Executive Vice President and Chief
Actuary for ING Americas Region since 1990.

Mr. James R. McInnis joined Golden American in December, 1997 as
Executive Vice President. From 1982 through November 1997, he held
several positions with the Endeavor Group and was President upon
his departure.

Mr. E. Robert Koster was elected Senior Vice President and Chief
Financial Officer of Golden American in September 1998.  From
August, 1984 to September, 1998 he has held various positions with
ING companies in The Netherlands.

Ms. Patricia M. Corbett was elected Treasurer of Golden American
in December 1998. She joined Equitable Life Insurance Company of
Iowa in 1987 and is currently Treasurer and Assistant Vice
President of Equitable Life and USG Annuity & Life Company.

Mr. David L. Jacobson joined Golden American in November 1993 as
Senior Vice President and Assistant Secretary.

Mr. Stephen J. Preston joined Golden American in December, 1993 as
Senior Vice President, Chief Actuary and Controller. He became an
Executive Vice President and Chief Actuary in June 1998.

Mr. William L. Lowe joined Equitable Life as Vice President, Sales
& Marketing in January 1994. He became a Senior Vice President,
Sales & Marketing, of Golden American in August 1997. He was also
President of Equitable of Iowa Securities Network, Inc. until
October 1998.

Mr. Steven G. Mandel joined Golden American in October 1988 and
became Senior Vice President and Chief Information Officer in
June 1998.

Mr. Ronald R. Blasdell joined Golden American in February 1994 and
became Senior Vice President, Project Implementation in June 1998.

Mr. Gary Haynes joined Golden American in April 1999 and became
Senior Vice President, Operations in April 1999.

COMPENSATION TABLES AND OTHER INFORMATION

The following sets forth information with respect to the Chief
Executive Officer of Golden American as well as the annual salary
and bonus for the next five highly compensated executive officers
for the fiscal year ended December 31, 1998. Certain executive
officers of Golden American are also officers of DSI. The salaries
of such individuals are allocated between Golden American and DSI.
Executive officers of Golden American are also officers of DSI.
The salaries of such individuals are allocated between Golden
American and DSI pursuant to an arrangement among these companies.
Throughout 1995 and until August 13, 1996, Terry L. Kendall served
as a Managing Director at Bankers Trust New York Corporation.
Compensation amounts for Terry L. Kendall which are reflected
throughout these tables prior to August 14, 1996 were not charged
to Golden American, but were instead absorbed by Bankers Trust New
York Corporation.

                                    63
EXECUTIVE COMPENSATION TABLE

The following table sets forth information with respect to the
annual salary and bonus for Golden American's Chief Executive
Officers and the five other most highly compensated executive
officers for the fiscal year ended December 31, 1998.  As of
the date of this prospectus 1999 data was not yet available.

                                                            LONG-TERM            ALL OTHER
                              ANNUAL COMPENSATION         COMPENSATION         COMPENSATION
                              -------------------   ------------------------   ------------
                                                     RESTRICTED   SECURITIES
NAME AND                                            STOCK AWARDS  UNDERLYING
PRINCIPAL POSITION   YEAR     SALARY     BONUS(1)    OPTIONS(2)   OPTIONS(3)
------------------   ----     ------     --------   ------------  ----------
Barnett Chernow,     1998    $284,171    $105,375                   8,000
 President           1997    $234,167    $ 31,859     $277,576      4,000
                     1996    $207,526    $150,000                               $ 7,755(4)

James R. McInnis,    1998    $250,004    $626,245                   2,000
 Executive Vice
 President

Keith Glover,        1998    $250,000    $145,120                  3,900
 Executive Vice
 President

Myles R. Tashman,    1998    $189,337    $ 54,425                  3,500
 Executive Vice      1997    $181,417    $ 25,000     $165,512     5,000
 President,          1996    $176,138    $ 90,000                              $  5,127(4)
 General Counsel
 and Secretary

Stephen J. Preston,  1998    $173,870    $ 32,152                 3,500
 Executive Vice      1997    $160,758    $ 16,470
 President           1996    $156,937    $ 58,326
 and Chief Actuary

Paul R. Schlaack,    1998    $406,730    $210,600
 Former Chairman     1997    $351,000    $249,185    $1,274,518     19,000       $15,000
 and Vice President  1996    $327,875    $249,185    $  245,875     19,000       $15,000

Terry L. Kendall,    1998    $145,237    $181,417
 Former President    1997    $362,833    $ 80,365    $  644,844     16,000
 and CEO             1996    $288,298    $400,000                                $11,535(4)
(1) The amount shown relates to bonuses paid in 1998, 1997
     and 1996.
 (2) Restricted stock awards granted to executive officers
     vested on October 24, 1997 with the change in control of
     Equitable of Iowa.
 (3) Awards comprised of qualified and non-qualified stock
     options. All options were granted with an exercise price equal
     to the then fair market value of the underlying stock.  All
     options vested with the change in control of Equitable of Iowa
     and were cashed out for the difference between $68.00 and the
     exercise price.
 (4) In 1996, Contributions were made by the Company on behalf
     of the employee to PartnerShare, the deferred compensation
     plan sponsored by Bankers Trust New York Corporation and its
     affiliates for the benefit of all Bankers Trust employees, in
     February of 1996 to employees on record as of  December 31,
     1996, after an employee completed one year of service with the
     company.  This contribution could be in the form of deferred
     compensation and/or a cash payment.  In 1996, Mr. Kendall
     received $9,000 of deferred compensation and $2,535 of cash
     payment from the plan;  Mr. Chernow received $6,000 of
     deferred compensation and $1,755 of cash payment from the
     plan; Mr. Tashman received $4,000 of deferred compensation and
     $1,127 of cash payment from the plan.

                                    64
OPTION GRANTS IN LAST FISCAL YEAR (1998)

                                                                            POTENTIAL
                                                                       REALIZABLE VALUE AT
                                                                         ASSUMED ANNUAL
                              % OF TOTAL                                RATES OF STOCK
                  NUMBER OF     OPTIONS                                PRICE APPRECIATION
                  SECURITIES  GRANTED TO                                   FOR OPTION
                  UNDERLYING  EMPLOYEES      EXERCISE                       TERM (3)
                   OPTIONS    IN FISCAL       OR BASE   EXPIRATION     ------------------
NAME              GRANTED(1)    YEAR         PRICE (2)     DATE           5%        10%
----              ----------    -----        ---------     ----           --        ---
Barnett Chernow     8,000       11.99         $60.518    5/26/2003     $164,016  $362,433
James R. McInnis    2,000        3.00         $60.518    5/26/2003     $ 41,004  $ 90,608
Keith Glover        3,900        5.85         $60.518    5/26/2003     $ 79,958  $176,686
Myles R. Tashman    3,500        5.25         $60.518    5/26/2003     $ 71,758  $158,564
Stephen J. Preston  3,500        5.25         $60.518    5/26/2003     $ 71,758  $158,564
(1) Stock appreciation rights granted on May 26, 1998 to the
     officers of Golden American have a three-year vesting period
     and an expiration date as shown.
 (2) The base price was equal to the fair market value of
     ING's stock on on the date of grant.
 (3) Total dollar gains based on indicated rates of
     appreciation of share price over a the five year term of the
     rights.

Directors of Golden American receive no additional compensation
for serving as a director.

                                    65
[Shaded Section Header]
--------------------------------------------------------------------------
  UNAUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------
For the Nine Months Ended September 30, 1999

                                          66
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                       (Dollars in thousands, except per share data)
September 30, 1999  December 31, 1998
                                            ------------------  -----------------
ASSETS
Investments:
 Fixed maturities, available for sale, at
  fair value (cost:  1999 -- $815,027;
  1998 -- $739,772)                           $  798,708          $  741,985
 Equity securities, at fair value (cost:          13,679              11,514
  1999 -- $14,437; 1998 -- $14,437)
 Mortgage loans on real estate                    93,884              97,322
 Policy loans                                     13,454              11,772
 Short-term investments                           66,519              41,152
                                              ----------          ----------
Total investments                                986,244             903,745

Cash and cash equivalents                         12,908               6,679
Due from affiliates                                1,460               2,983
Accrued investment income                         11,896               9,645
Deferred policy acquisition costs                439,176             204,979
Value of purchased insurance in force             32,984              35,977
Current income taxes recoverable                     204                 628
Deferred income tax asset                         29,690              31,477
Property and equipment, less allowances
 for depreciation of $2,807 in 1999
 and $801 in 1998                                 13,017               7,348
Goodwill, less accumulated amortization
 of $7,242 in 1999 and $4,408 in 1998            143,886             146,719
Other assets                                      42,072               6,239
Separate account assets                        5,598,490           3,396,114
                                              ----------          ----------
Total assets                                  $7,312,027          $4,752,533
                                              ==========          ==========

LIABILITIES  AND  STOCKHOLDER'S  EQUITY
Policy liabilities and accruals:
 Future policy benefits:
  Annuity and interest sensitive life
    products                                  $1,009,382            $881,112
  Unearned revenue reserve                         5,855               3,840
 Other policy claims and benefits                     15                  --
                                              ----------          ----------
                                               1,015,252             884,952

Surplus notes                                    160,000              85,000
Due to affiliates                                  4,328                  --
Other liabilities                                 80,081              32,573
Separate account liabilities                   5,598,490           3,396,114
                                              ----------          ----------
                                               6,858,151           4,398,639

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
  authorized, issued,                              2,500               2,500
  and outstanding  250,000 shares
 Additional paid-in capital                      447,640             347,640
 Accumulated other comprehensive loss             (4,464)               (895)
 Retained earnings                                 8,200               4,649
                                              ----------          ----------
Total stockholder's equity                       453,876             353,894
                                              ----------          ----------
Total liabilities and stockholder's
 equity                                       $7,312,027          $4,752,533
                                              ==========          ==========

                                  See accompanying notes.
67
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)
For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
Revenues:
 Annuity and interest sensitive
  life product charges                           $  55,195           $ 26,984
 Management fee revenue                              6,755              3,257
 Net investment income                              42,671             29,296
 Realized gains (losses) on
  investments                                       (2,215)               436
 Other income                                        7,448              4,805
                                                 ---------           --------
                                                   109,854             64,778
Insurance benefits and expenses:
 Annuity and interest sensitive
  life benefits:
  Interest credited to account                     125,404             64,110
   balances
  Benefit claims incurred in                         3,452                862
   excess of account balances
 Underwriting, acquisition, and
  insurance expenses:
  Commissions                                      134,585             84,958
  General expenses                                  47,551             23,480
  Insurance taxes, state                             3,545              2,680
   licenses, and fees
  Policy acquisition costs                        (244,840)          (133,616)
   deferred
  Amortization:
   Deferred policy acquisition                      19,699              4,014
    costs
   Value of purchased insurance                      4,803              3,252
    in force
   Goodwill                                          2,834              2,834
                                                 ---------           --------
                                                    97,033             52,574
 Interest expense                                    5,552              3,033
                                                 ---------           --------
                                                   102,585             55,607
                                                 ---------           --------
 Income before income taxes                          7,269              9,171

 Income taxes                                        3,718              4,294
                                                 ---------           --------
 Net income                                      $   3,551           $  4,877
                                                 =========           ========

                                 See accompanying notes.
68
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)
For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
NET CASH USED IN OPERATING ACTIVITIES            $ (60,026)          $ (22,666)

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
 Fixed maturities -- available for sale             170,548              92,707
 Mortgage loans on real estate                        4,241               3,145
 Short-term investments  -- net                          --               2,575
                                                 ----------          ----------

                                                    174,789              98,427

Acquisition of investments:
 Fixed maturities -- available for sale            (250,277)           (291,687)
 Equity securities                                       --             (10,000)
 Mortgage loans on real estate                       (1,034)            (16,390)
 Policy loans -- net                                 (1,682)             (1,385)
 Short term investments -- net                      (25,367)                 --
                                                 ----------          ----------
                                                   (278,360)           (319,462)
Net purchase of property and equipment               (7,700)             (3,470)
                                                 ----------          ----------
Net cash used in investing activities              (111,271)           (224,505)

FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement             488,950             242,847
 borrowings
Repayment of reciprocal loan agreement             (488,950)           (202,847)
 borrowings
Proceeds from revolving note payable                131,595              20,082
Repayment of revolving note payable                (131,595)                 --
Proceeds from surplus note                           75,000                  --
Repayment of line of credit borrowings                   --              (5,309)
Receipts from annuity and interest
 sensitive life policies credited
 to account balances                                540,464             350,385
Return of account balances on annuity
 and interest sensitive life policies               (98,715)            (50,370)
Net reallocations to Separate Accounts             (439,223)           (163,455)
Contributions from parent                           100,000              53,750
                                                 ----------          ----------
Net cash provided by financing                      177,526             245,083
 activities
                                                 ----------          ----------

Increase (decrease) in cash and cash
 equivalents                                          6,229             (2,088)

Cash and cash equivalents at beginning
 of period                                            6,679             21,039
                                                 ----------          ----------
Cash and cash equivalents at end of
 period                                          $   12,908          $   18,951
                                                 ==========          ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
 Interest                                        $    5,078          $   3,493
 Taxes                                                   10                 80
Non-cash financing activities:
 Non-cash adjustment to additional paid
  in capital for adjusted merger costs                   --                143
 Non-cash contribution of capital from
  parent to repay line of credit
  borrowings                                             --             18,750

                                  See accompanying notes.
69
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly, the financial
statements do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. All adjustments
were of a normal recurring nature, unless otherwise noted in Management's
Discussion and Analysis and the Notes to Financial Statements.  Operating
results for the nine months ended September 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1999.  These financial statements should be read in
conjunction with the financial statements and related notes included in
the Golden American Life Insurance Company's annual report on Form 10-K
for the year ended December 31, 1998.

CONSOLIDATION
The condensed consolidated financial statements include Golden American
Life Insurance Company ("Golden American") and its wholly owned
subsidiary, First Golden American Life Insurance Company of New York
("First Golden," and with Golden American, collectively, the
"Companies").  All significant intercompany accounts and transactions
have been eliminated.

ORGANIZATION
Golden American is a wholly owned subsidiary of Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent").  On October 24, 1997, PFHI
Holdings, Inc. ("PFHI"), a Delaware corporation, acquired all of the
outstanding capital stock of Equitable of Iowa Companies ("Equitable")
according to the terms of an Agreement and Plan of Merger dated July 7,
1997 among Equitable, PFHI, and ING Groep N.V. ("ING").  PFHI is a wholly
owned subsidiary of ING, a global financial services holding company
based in The Netherlands.  As a result of this transaction, Equitable was
merged into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc., a Delaware corporation.

FAIR VALUES
Estimated fair values of publicly traded fixed maturities for 1999 are as
reported by an independent pricing service.

STATUTORY
Net loss for Golden American as determined in accordance with statutory
accounting practices was $75,508,000 and $32,198,000 for the nine months
ended September 30, 1999 and 1998, respectively.  Total statutory capital
and surplus was $285,674,000 at September 30, 1999 and $183,045,000 at
December 31, 1998.

RECLASSIFICATIONS
Certain amounts in the September 30, 1998 and December 31, 1998 financial
statements have been reclassified to conform to the September 30, 1999
financial statement presentation.

2.  COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the Statement of Financial
Accounting Standard ("SFAS") No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this
statement had no impact on the Companies' net income or stockholder's
equity.  SFAS No. 130 requires unrealized gains or losses on the

                                          70
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

2.  COMPREHENSIVE INCOME (continued)

Companies' available for sale securities (net of adjustments for value of
purchased insurance in force ("VPIF"), deferred policy acquisition costs
("DPAC"), and deferred income taxes) to be included in other
comprehensive income.

During the third quarter and first nine months of 1999, other
comprehensive income (loss) for the Companies amounted to $2,059,000 and
$(18,000), respectively ($2,426,000 and $5,478,000, respectively, for the
same periods of 1998).  Included in these amounts are other comprehensive
income (loss) for First Golden of $(14,000) and $(258,000) for the third
quarter and first nine months of 1999, respectively ($601,000 and
$1,174,000, respectively, for the same periods of 1998).  Other
comprehensive income (loss) excludes net investment gains (losses)
included in net income which merely represent transfers from unrealized
to realized gains and losses.  These amounts totaled $(460,000) and
$(2,512,000) during the third quarter and first nine months of 1999,
respectively ($263,000 and $388,000, respectively, for the same periods
of 1998).  Such amounts, which have been measured through the date of
sale, are net of income taxes and adjustments for VPIF and DPAC totaling
$(38,000) and $297,000 for the third quarter and first nine months of
1999, respectively ($40,000 and $48,000, respectively, for the same
periods of 1998).

3.  INVESTMENTS

INVESTMENT VALUATION ANALYSIS:  The Companies analyze the investment
portfolio at least quarterly in order to determine if the carrying value
of any investment has been impaired.  The carrying value of debt and
equity securities is written down to fair value by a charge to realized
losses when an impairment in value appears to be other than temporary.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value.  As a result, at December 31, 1998, Golden American recognized a
total pre-tax loss of $973,000 to reduce the carrying value of the bonds
to their combined net realizable value of $2,919,000. During the second
quarter of 1999, further information was received regarding these bonds
and Golden American determined that the carrying value of the two bonds
exceeded their estimated net realizable value. As a result, at June 30,
1999, Golden American recognized a total pre-tax loss of $1,639,000 to
further reduce the carrying value of the bonds to their combined net
realizable value of $1,137,000.

4.  RELATED PARTY TRANSACTIONS

OPERATING AGREEMENTS:  Directed Services, Inc. ("DSI"), an affiliate,
acts as the principal underwriter (as defined in the Securities Act of
1933 and the Investment Company Act of 1940, as amended) and distributor
of the variable insurance products issued by the Companies.  DSI is
authorized to enter into agreements with broker/dealers to distribute the
Companies' variable insurance products and appoint representatives of the
broker/dealers as agents. The Companies paid commissions and expenses to
DSI totaling $50,131,000 in the third quarter and $130,419,000 for the
first nine months of 1999 ($32,104,000 and $82,548,000, respectively, for
the same periods of 1998).

Golden American provides certain managerial and supervisory services to
DSI.  The fee paid by DSI for these services is calculated as a
percentage of average assets in the variable separate accounts.  For the
third quarter and first nine months of 1999, the fee was $2,659,000 and
$6,755,000, respectively ($1,234,000 and $3,257,000, respectively, for
the same periods of 1998).

The Companies have an asset management agreement with ING Investment
Management LLC ("ING IM"), an affiliate, in which ING IM provides asset
management and accounting services.  Under the agreement, the Companies
record a fee based on the value of the assets under management.  The fee
is payable quarterly.  For the third quarter and first nine months of
1999, the Companies incurred fees of $523,000 and

                                          71
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$1,637,000, respectively, under this agreement ($341,000 and $1,013,000,
respectively, for the same periods of 1998).

Golden American has a guaranty agreement with Equitable Life Insurance
Company of Iowa ("Equitable Life"), an affiliate. In consideration of an
annual fee, payable June 30, Equitable Life guarantees to Golden American
that it will make funds available, if needed, to Golden American to pay
the contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and nothing
contained therein or done pursuant thereto by Equitable Life shall be
deemed to constitute, a direct or indirect guaranty by Equitable Life of
the payment of any debt or other obligation, indebtedness or liability,
of any kind or character whatsoever, of Golden American.  The agreement
does not guarantee the value of the underlying assets held in separate
accounts in which funds of variable life insurance and variable annuity
policies have been invested.  The calculation of the annual fee is based
on risk based capital.  As Golden American's risk based capital level was
above required amounts, no annual fee was payable at June 30, 1999 or
1998.

Golden American provides certain advisory, computer and other resources
and services to Equitable Life.  Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $237,000 in
the third quarter of 1999 and $898,000 for the first nine months of 1999
($1,524,000 and $5,091,000, respectively, for the same periods of 1998).

The Companies have a service agreement with Equitable Life in which
Equitable Life provides administrative and financial related services.
Under this agreement, the Companies incurred expenses of $50,000 in the
third quarter of 1999 and $855,000 for the first nine months of 1999
($261,000 and $575,000, respectively, for the same periods of 1998).

The Companies provide resources and services to DSI.  Revenues for these
services, which reduce general expenses incurred by the Companies,
totaled $276,000 in the third quarter of 1999 and $759,000 for the first
nine months of 1999 ($19,000 and $57,000, respectively, for the same
periods of 1998).

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate. Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $159,000 in
the  third quarter of 1999 and $376,000 for the first  nine months of
1999.

For the third quarter of 1999, the Companies received 7.8% of total
premiums (9.7% in the same period of 1998), net of reinsurance, for
variable products sold through four affiliates, Locust Street Securities,
Inc. ("LSSI"), Vestax Securities Corporation ("Vestax"), DSI, and Multi-
Financial Securities Corporation ("Multi-Financial") of $46,600,000,
$12,900,000, $0, and $11,000,000, respectively ($34,600,000, $14,200,000,
$1,800,000, and $4,100,000, respectively, for the same period of 1998).
For the first nine months of 1999, the Companies received 9.5% of total
premiums (10.0% in the same period of 1998), net of reinsurance, from
LSSI, Vestax, DSI, and Multi-Financial of $121,900,000, $72,000,000,
$2,300,000, and $24,400,000, respectively ($92,700,000, $30,000,000,
$10,700,000, and $10,000,000, respectively, for the same period of 1998).

RECIPROCAL LOAN AGREEMENT:  Golden American maintains a reciprocal loan
agreement with ING America Insurance Holdings, Inc. ("ING AIH"), a
Delaware corporation and affiliate, to facilitate the handling of unusual
and/or unanticipated short-term cash requirements.  Under this agreement,
which became effective January 1, 1998 and expires December 31, 2007,
Golden American and ING AIH can borrow up to $65,000,000 from one
another. Prior to lending funds to ING AIH, Golden American must obtain
approval from the Department of Insurance of the State of Delaware.
Interest on any Golden American borrowings is charged at the rate of ING
AIH's cost of funds for the interest period plus 0.15%. Interest on any
ING AIH borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a similar
duration.  Under this agreement, Golden American incurred interest
expense of

                                          72
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$397,000 in the third quarter of 1999 and $633,000 for the
first nine months of 1999 ($505,000 and $1,269,000, respectively, for the
same periods of 1998).  At September 30, 1999, Golden American did not
have any borrowings or receivables from ING AIH under this agreement.

LINE OF CREDIT:  Golden American maintained a line of credit agreement
with Equitable to facilitate the handling of unusual and/or unanticipated
short-term cash requirements.  Under this agreement, which became
effective December 1, 1996 and expired December 31, 1997, Golden American
could borrow up to $25,000,000.  Interest on any borrowings was charged
at the rate of Equitable's monthly average aggregate cost of short-term
funds plus 1.00%.  Under this agreement, Golden American incurred
interest expense of $211,000 for the first quarter of 1998.  The
outstanding balance was paid by a capital contribution from the Parent
and with funds borrowed from ING AIH.

SURPLUS NOTES:  On September 30, 1999, Golden American issued a 7.75%
surplus note in the amount of $75,000,000 to ING AIH. The note matures on
September 29, 2029. Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American. Any payment of principal and/or
interest made is subject to the prior approval of the Delaware Insurance
Commissioner. Under this agreement, Golden American incurred no interest
expense in the third quarter of 1999.

On December 30, 1998, Golden American issued a 7.25% surplus note in the
amount of $60,000,000 to Equitable Life.  The note matures on December
29, 2028.  Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American.  Any payment of principal
and/or interest made is subject to the prior approval of the Delaware
Insurance Commissioner.  Under this agreement, Golden American incurred
interest expense of $1,088,000 in the third quarter of 1999 and
$3,263,000 for the first nine months of 1999.

On December 17, 1996, Golden American issued an 8.25% surplus note in the
amount of $25,000,000 to Equitable. The note matures on December 17,
2026.  Payment of the note and related accrued interest is subordinate to
payments due to policyholders, claimant and beneficiary claims, as well
as debts owed to all other classes of debtors of Golden American.  Any
payment of principal made is subject to the prior approval of the
Delaware Insurance Commissioner.  Golden American incurred interest
totaling $516,000 in the third quarter of 1999 and $1,547,000 for the
first nine months of 1999, unchanged from the same periods of 1998.  As a
result of the merger, the surplus note is now payable to EIC.

STOCKHOLDER'S EQUITY:  During the third quarter of 1999 and the first
nine months of 1999, Golden American received capital contributions from
its Parent of $20,000,000 and $100,000,000, respectively ($0 and
$72,500,000, respectively, for the same periods of 1998).

5.  COMMITMENTS AND CONTINGENCIES

REINSURANCE:  At September 30, 1999, Golden American had reinsurance
treaties with four unaffiliated reinsurers and one affiliated reinsurer
covering a significant portion of the mortality risks under its variable
contracts. Golden American remains liable to the extent its reinsurers do
not meet their obligations under the reinsurance agreements. At September
30, 1999 and 1998, the Companies had a net receivable of $14,041,000 and
$6,539,000, respectively, for reserve credits, reinsurance claims, or
other receivables from these reinsurers comprised of $2,268,000 and
$257,000, respectively, for claims recoverable from reinsurers, $918,000
and $451,000, respectively, for a payable for reinsurance premiums and
$12,691,000 and $6,733,000, respectively, for a receivable from an
unaffiliated reinsurer.  Included in the accompanying financial
statements are net considerations to reinsurers of $2,638,000 in the
third quarter of 1999 and $6,656,000 for the first nine months of 1999
compared to $1,293,000 and $3,259,000, respectively, for the same periods
in 1998.  Also included in the accompanying financial statements are net
policy benefits of

                                          73
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

5.  COMMITMENTS AND CONTINGENCIES (continued)

$2,569,000 in the third quarter of 1999 and $4,008,000 for the first
nine months of 1999 compared to $1,272,000 and $2,096,000, respectively,
for the same periods in 1998.

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The accompanying
financial statements are presented net of the effects of the treaty.

GUARANTY FUND ASSESSMENTS: Assessments are levied on the Companies by
life and health guaranty associations in most states in which the
Companies are licensed to cover losses of policyholders of insolvent or
rehabilitated insurers. In some states, these assessments can be
partially recovered through a reduction in future premium taxes. The
Companies cannot predict whether and to what extent legislative
initiatives may affect the right to offset.  The associated cost for a
particular insurance company can vary significantly based upon its fixed
account premium volume by line of business and state premiums as well as
its potential for premium tax offset.  The Companies have established an
undiscounted reserve to cover such assessments, review information
regarding known failures, and revise estimates of future guaranty fund
assessments.  Accordingly, the Companies accrued and charged to expense
an additional $208,000 and $598,000 in the third quarter and first nine
months of 1998, respectively.  At September 30, 1999, the Companies have
an undiscounted reserve of $2,444,000 to cover estimated future
assessments (net of related anticipated premium tax credits) and have
established an asset totaling $586,000 for assessments paid which may be
recoverable through future premium tax offsets. The Companies believe
this reserve is sufficient to cover expected future guaranty fund
assessments based upon previous premiums and known insolvencies at this
time.

LITIGATION:  The Companies, like other insurance companies, may be named
or otherwise involved in lawsuits, including class action lawsuits and
arbitrations.  In some class action and other actions involving insurers,
substantial damages have been sought and/or material settlement or award
payments have been made.  The Companies currently believe no pending or
threatened lawsuits or actions exist that are reasonably likely to have a
material adverse impact on the Companies.

VULNERABILITY FROM CONCENTRATIONS: The Companies have various
concentrations in the investment portfolio.  The Companies' asset growth,
net investment income, and cash flow are primarily generated from the
sale of variable products and associated future policy benefits and
separate account liabilities.  Substantial changes in tax laws that would
make these products less attractive to consumers and extreme fluctuations
in interest rates or stock market returns, which may result in higher
lapse experience than assumed, could cause a severe impact on the
Companies' financial condition.  Two broker/dealers, each having at least
ten percent of total sales, generated 29% of the Companies' sales during
the first nine months of 1999 (10% by one broker/dealer in the same
period of 1998).  The Premium Plus variable annuity product generated 78%
of the Companies' sales during the first nine months of 1999 (59% in the
same period of 1998).

REVOLVING NOTE PAYABLE:  To enhance short-term liquidity, the Companies
established a revolving note payable effective July 27, 1998 and expiring
July 31, 1999 with SunTrust Bank, Atlanta (the "Bank").  The note was
approved by the Boards of Directors of Golden American and First Golden
on August 5, 1998 and September 29, 1998, respectively.  As of July 31,
1999, the SunTrust Bank, Atlanta revolving note facility was extended to
July 31, 2000.  The total amount the Companies may have outstanding is
$85,000,000, of which Golden American and First Golden have individual
credit sublimits of $75,000,000 and $10,000,000, respectively.  The note
accrues interest at an annual rate equal to: (1)  the cost of funds for
the Bank for the period applicable for the advance plus 0.25% or (2) a
rate quoted by the Bank to the Companies for the advance. The terms of
the agreement require the Companies to maintain the minimum level of
Company Action Level Risk Based Capital as established by applicable
state law or regulation.  During the quarter and nine months ended
September 30, 1999, the Companies paid interest expense of $55,000 and
$109,000, respectively ($6,000 for the same periods of 1998).  At
September 30, 1999, the Companies did not have any borrowings under this
agreement.

                                          74
[Shaded Section Header]
--------------------------------------------------------------------------
      FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying consolidated balance sheets of
Golden American Life Insurance Company as of December 31, 1998 and
1997, and the related consolidated statements of operations,
changes in stockholder's equity, and cash flows for the year ended
December 31, 1998 and for the periods from October 25, 1997
through December 31, 1997, January 1, 1997 through October 24,
1997, August 14, 1996 through December 31, 1996 and January 1,
1996 through August 13, 1996.  These financials are the
responsibility of the Companies' management.  Our responsibility
is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Golden American Life Insurance Company at December 31,
1998 and 1997, and the consolidated results of its operations and
its cash flows for the year ended December 31, 1998 and for the
periods from October 25, 1997 through December 31, 1997, January
1, 1997 through October 24, 1997, August 14, 1996 through December
31, 1996 and January 1, 1996 through August 13, 1996 in conformity
with generally accepted accounting principles.

                                             /s/Ernst & Young LLP

Des Moines, Iowa
February 12, 1999

                                    75
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEETS
                    (Dollars in thousands, except per share data)

                                                  POST-MERGER
                                     ------------------------------------
                                     December 31, 1998  December 31, 1997
                                     -----------------  -----------------
ASSETS
Investments:
  Fixed maturities, available for
    sale, at fair value (cost:
    1998 - $739,772; 1997 -
    $413,288)......................     $  741,985        $  414,401
  Equity securities, at fair value
    (cost: 1998 - $14,437; 1997 -
    $4,437)........................         11,514             3,904
  Mortgage loans on real estate....         97,322            85,093
  Policy loans.....................         11,772             8,832
  Short-term investments...........         41,152            14,460
                                        ----------        ----------
Total investments..................        903,745           526,690
Cash and cash equivalents..........          6,679            21,039
Due from affiliates................          2,983               827
Accrued investment income..........          9,645             6,423
Deferred policy acquisition costs..        204,979            12,752
Value of purchased insurance in
  force............................         35,977            43,174
Current income taxes recoverable...            628               272
Deferred income tax asset..........         31,477            36,230
Property and equipment, less
  allowances for depreciation
  of $801 in 1998 and $97 in 1997..          7,348             1,567
Goodwill, less accumulated
  amortization of $4,408 in 1998
  and $630 in 1997.................        146,719           150,497
Other assets.......................          6,239               755
Separate account assets............      3,396,114         1,646,169
                                        ----------        ----------
Total assets.......................     $4,752,533        $2,446,395
                                        ==========        ==========
See accompanying notes.

                                    76
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                (Dollars in thousands, except per share data)

                                                  POST-MERGER
                                     ------------------------------------
                                     December 31, 1998  December 31, 1997
                                     -----------------  -----------------
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
 Future policy benefits:
 Annuity and interest sensitive life
   products.........................     $  881,112        $  505,304
 Unearned revenue reserve...........          3,840             1,189
 Other policy claims and benefits...             --                10
                                         ----------        ----------
                                            884,952           506,503

Line of credit with affiliate.......             --            24,059
Surplus notes.......................         85,000            25,000
Due to affiliates...................             --                80
Other liabilities...................         32,573            17,271
Separate account liabilities........      3,396,114         1,646,169
                                         ----------        ----------
                                          4,398,639         2,219,082

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
   authorized,issued and outstanding
   250,000 shares...................          2,500            2,500
 Additional paid-in capital.........        347,640          224,997
 Accumulated other comprehensive
   income (loss)....................           (895)             241
 Retained earnings (deficit)........          4,649             (425)
                                         ----------       ----------
Total stockholder's equity..........        353,894          227,313
                                         ----------       ----------
Total liabilities and stockholder's
  equity............................     $4,752,533       $2,446,395
                                         ==========       ==========
See accompanying notes.

                                    77
GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF OPERATIONS
                      (Dollars in thousands)

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
|
|
REVENUES:                                                          |                                     |
 Annuity and interest sensitive                                    |                                     |
  life product charges........    $  39,119           $  3,834     |     $ 18,288           $ 8,768      |     $12,259
 Management fee revenue.......        4,771                508     |        2,262               877      |       1,390
 Net investment income........       42,485              5,127     |       21,656             5,795      |       4,990
 Realized gains (losses) on                                        |                                     |
  investments.................       (1,491)                15     |          151                42      |        (420)
 Other income.................        5,569                236     |          426               486      |          70
                                  ---------           --------     |     --------           -------      |     -------
                                     90,453              9,720     |       42,783            15,968      |      18,289
                                                                   |                                     |
                                                                   |                                     |
INSURANCE BENEFITS AND EXPENSES:                                   |                                     |
 Annuity and interest sensitive                                     |                                     |
 life benefits:                                                    |                                     |
 Interest credited to account                                      |                                     |
  balances.....................      94,845              7,413     |       19,276             5,741      |       4,355
 Benefit claims incurred in                                        |                                     |
  excess of account balances...       2,123                 --     |          125             1,262      |         915
 Underwriting, acquisition                                         |                                     |
  and insurance expenses:                                          |                                     |
  Commissions..................     121,171              9,437     |       26,818             9,866      |      16,549
  General expenses.............      37,577              3,350     |       13,907             5,906      |       9,422
  Insurance taxes..............       4,140                450     |        1,889               672      |       1,225
  Policy acquisition costs                                         |                                     |
    deferred...................    (197,796)           (13,678)    |      (29,003)          (11,712)     |     (19,300)
  Amortization:                                                    |                                     |
   Deferred policy acquisition                                     |                                     |
     costs.....................       5,148                892     |        1,674               244      |       2,436
   Value of purchased insurance                                    |                                     |
     in force..................       4,724                948     |        5,225             2,745      |         951
   Goodwill....................       3,778                630     |        1,398               589      |          --
                                  ---------          ---------     |     --------            ------      |     -------
                                     75,710              9,442     |       41,309            15,313      |      16,553
                                                                   |                                     |
Interest expense...............       4,390                557     |        2,082                85      |          --
                                  ---------          ---------     |     --------            ------      |     -------
                                     80,100              9,999     |       43,391            15,398      |      16,553
                                  ---------          ---------     |     --------            ------      |     -------
Income (loss) before income                                        |                                     |
  taxes........................      10,353               (279)    |         (608)              570      |       1,736
                                                                   |                                     |
Income taxes...................       5,279                146     |       (1,337)              220      |      (1,463)
                                  ---------          ---------     |     --------            ------      |     -------
Net income (loss)..............   $   5,074          $    (425)    |     $    729           $   350      |    $  3,199
                                  =========          =========     |     ========           =======      |    ========
See accompanying notes.

                                    78
GOLDEN AMERICAN LIFE INSURANCE COMPANY
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                      (Dollars in thousands)

                                                                       Accumulated
                                             Redeemable   Additional      Other       Retained          Total
                                   Common    Preferred      Paid-in   Comprehensive   Earnings      Stockholder's
                                   Stock       Stock        Capital   Income (Loss)   (Deficit)        Equity
                                   ------------------------------------------------------------------------------
                                                                   PRE-ACQUISITION
                                   ------------------------------------------------------------------------------
Balance at January 1, 1996........ $2,500     $50,000     $  45,030     $   658         $  (63)      $  98,125
 Comprehensive income:
  Net income......................     --          --            --          --          3,199           3,199
  Change in net unrealized
   investment gains  (losses).....     --          --            --      (1,175)            --          (1,175)
                                                                                                     ---------
 Comprehensive income.............                                                                       2,024
 Preferred stock dividends........     --          --            --          --           (719)           (719)
                                    ------    -------      --------     -------         ------       ---------
Balance at August 13, 1996........ $2,500     $50,000     $  45,030    $   (517)        $2,417       $  99,430
                                   ======     =======      ========    ========         ======       =========
------------------------------------------------------------------------------
                                                                  POST-ACQUISITION
                                   ------------------------------------------------------------------------------
Balance at August 14, 1996........ $2,500     $50,000     $  87,372          --             --        $139,872
 Comprehensive income:
  Net income......................     --          --            --          --         $  350             350
  Change in net unrealized
   investment gains (losses)......     --          --            --     $   262             --             262
                                                                                                      --------
 Comprehensive income.............                                          612
 Contribution of preferred stock
  to additional paid-in capital...     --     (50,000)       50,000          --             --              --
                                    ------    -------      --------     -------         ------        --------
Balance at December 31, 1996......   2,500         --       137,372         262            350         140,484
 Comprehensive income:
  Net income......................      --         --            --          --            729             729
  Change in net unrealized
   investment gains (losses)......      --         --            --       1,543             --           1,543
                                                                                                      --------
 Comprehensive income.............                                        2,272
 Contribution of capital..........      --         --         1,121          --             --           1,121
                                    ------    -------      --------     -------         ------        --------
Balance at October 24, 1997         $2,500         --      $138,493      $1,805         $1,079        $143,877
                                    ======    =======      ========      ======         ======        ========
------------------------------------------------------------------------------
                                                                     POST-MERGER
                                   ------------------------------------------------------------------------------
Balance at October 25, 1997.......  $2,500         --      $224,997          --             --      $227,497
 Comprehensive loss:
   Net loss.......................      --         --            --          --         $ (425)         (425)
  Change in net unrealized
   investment gains (losses)......      --         --            --     $   241             --           241
                                                                                                    --------
 Comprehensive loss...............                                                                      (184)
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1997......   2,500         --       224,997         241           (425)      227,313
 Comprehensive income:
  Net income......................      --         --            --          --          5,074         5,074
  Change in net unrealized
   investment gains (losses)......      --         --            --      (1,136)            --        (1,136)
                                                                                                    --------
 Comprehensive income.............                                                                     3,938
 Contribution of capital..........      --         --       122,500          --             --       122,500
 Other............................      --         --           143          --             --           143
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1998......  $2,500         --      $347,640     $  (895)        $4,649      $353,894
                                    ======    =======      ========     =======         ======      ========
See accompanying notes.

                                    79
GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Dollars in thousands)

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
|
|
OPERATING ACTIVITIES                                               |                                     |
Net income (loss)............     $   5,074           $   (425)    |     $    729           $    350     |     $   3,199
Adjustments to reconcile net                                       |                                     |
 income (loss) to net cash                                         |                                     |
 provided by (used in)                                             |                                     |
 operations:                                                       |                                     |
 Adjustments related to annuity                                    |                                     |
  and interest sensitive life                                      |                                     |
  products:                                                        |                                     |
  Interest credited and other                                      |                                     |
   charges on interest                                             |                                     |
   sensitive products........         94,690             7,361     |       19,177              5,106     |         4,472
  Change in unearned                                               |                                     |
   revenues..................          2,651             1,189     |        3,292              2,063     |         2,084
 Decrease (increase) in                                            |                                     |
  accrued investment income..         (3,222)            1,205     |       (3,489)              (877)    |        (2,494)
 Policy acquisition costs                                          |                                     |
  deferred...................       (197,796)          (13,678)    |      (29,003)           (11,712)    |       (19,300)
 Amortization of deferred                                          |                                     |
  policy acquisition costs...          5,148               892     |        1,674                244     |         2,436
 Amortization of value of                                          |                                     |
  purchased insurance in                                           |                                     |
  force......................          4,724               948     |        5,225              2,745     |           951
 Change in other assets,                                           |                                     |
  other liabilities and                                            |                                     |
  accrued income taxes.......          9,891             4,205     |       (8,944)               (96)    |         4,672
 Provision for depreciation                                        |                                     |
  and amortization...........          8,147             1,299     |        3,203              1,242     |           703
 Provision for deferred                                            |                                     |
  income taxes...............          5,279               146     |          316                220     |        (1,463)
 Realized (gains) losses on                                        |                                     |
  investments................          1,491               (15)    |         (151)               (42)    |           420
                                   ---------          --------     |      --------           --------    |     ---------
Net cash provided by (used                                         |                                     |
 in)operating activities.....        (63,923)            3,127     |       (7,971)              (757)    |        (4,320)
                                                                   |                                     |
INVESTING ACTIVITIES                                               |                                     |
Sale, maturity or repayment                                        |                                     |
 of investments:                                                    |                                     |
 Fixed maturities - available                                      |                                     |
  for sale                           145,253             9,871     |       39,622             47,453     |        55,091
 Mortgage loans on real                                            |                                     |
  estate.....................          3,791             1,644     |        5,828                 40     |            --
 Short-term investments-net..             --                --     |       11,415              2,629     |           354
                                   ---------          --------     |     --------           --------     |     ---------
                                     149,044            11,515     |       56,865             50,122     |        55,445
Acquisition of investments:                                        |                                     |
 Fixed maturities - available                                      |                                     |
  for sale...................       (476,523)          (29,596)    |     (155,173)          (147,170)    |      (184,589)
 Equity securities...........        (10,000)               (1)    |       (4,865)                (5)    |            --
 Mortgage loans on real                                            |                                     |
  estate.....................        (16,390)          (14,209)    |      (44,481)           (31,499)    |            --
 Policy loans - net..........         (2,940)             (328)    |       (3,870)              (637)    |        (1,977)
 Short-term investments-net..        (26,692)          (13,244)    |           --                 --     |            --
                                   ---------          --------     |     --------           --------     |     ---------
                                    (532,545)          (57,378)    |     (208,389)          (179,311)    |      (186,566)
Purchase of property and                                           |                                     |
 equipment...................         (6,485)             (252)    |         (875)              (137)    |            --
                                   ---------          --------     |     --------           --------     |     ---------
Net cash used in investing                                         |                                     |
 activities..................       (389,986)          (46,115)    |     (152,399)          (129,326)    |      (131,121)
See accompanying notes.

                                    80
GOLDEN AMERICAN LIFE INSURANCE COMPANY
         CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                      (Dollars in thousands)

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
|
|
FINANCING ACTIVITIES                                               |                                     |
Proceeds from issuance of                                          |                                     |
 surplus note................     $  60,000                --      |           --           $ 25,000     |            --
Proceeds from reciprocal loan                                      |                                     |
 agreement borrowings........       500,722                --      |           --                 --     |            --
Repayment of reciprocal loan                                       |                                     |
 agreement borrowings........      (500,722)               --      |           --                 --     |            --
Proceeds from revolving                                            |                                     |
 note payable................       108,495                --      |           --                 --     |            --
Repayment of revolving note                                        |                                     |
 payable.....................      (108,495)               --      |           --                 --     |            --
Proceeds from line of credit                                       |                                     |
 borrowings..................            --           $10,119      |    $  97,124                 --     |            --
Repayment of line of credit                                        |                                     |
borrowings...................            --            (2,207)     |      (80,977)                --     |            --
Receipts from annuity and                                          |                                     |
 interest sensitive life                                           |                                     |
 policies credited to                                              |                                     |
 account balances............       593,428            62,306      |      261,549            116,819     |      $149,750
Return of account balances                                         |                                     |
 on annuity and interest                                           |                                     |
 sensitive life policies.....       (72,649)           (6,350)     |      (13,931)            (3,315)    |        (2,695)
Net reallocations to Separate                                      |                                     |
 Accounts                          (239,671)          (17,017)     |      (93,069)           (10,237)    |        (8,286)
Contributions of capital by                                        |                                     |
 parent......................        98,441                --      |        1,011                 --     |            --
Dividends paid on preferred                                        |                                     |
 stock.......................            --                --      |           --                 --     |          (719)
Net cash provided by                                               |                                     |
 financing activities........       439,549            46,851      |      171,707            128,267     |       138,050
                                                                   |                                     |
Increase (decrease) in cash                                        |                                     |
 and cash equivalents........       (14,360)            3,863      |       11,337             (1,816)    |         2,609
Cash and cash equivalents at                                       |                                     |
 beginning of period.........        21,039            17,176      |        5,839              7,655     |         5,046
Cash and cash equivalents at                                       |                                     |
 end of period...............     $   6,679           $21,039      |    $  17,176           $  5,839     |      $  7,655
                                                                   |                                     |
SUPPLEMENTAL DISCLOSURE                                            |                                     |
  OF CASH FLOW INFORMATION                                         |                                     |
Cash paid during the period                                        |                                     |
 for:                                                              |                                     |
 Interest....................     $   4,305           $   295      |    $   1,912                 --     |            --
 Income taxes................            99                --      |          283                 --     |            --
Non-cash financing activities:                                     |                                     |
 Non-cash adjustment to                                            |                                     |
  additional paid-in capital                                       |                                     |
  for adjusted merger costs..           143                --      |           --                 --     |            --
Contribution of property and                                       |                                     |
  equipment from EIC Variable,                                     |                                     |
  Inc. net of $353 of                                              |                                     |
  accumulated depreciation...            --                --      |          110                 --     |            --
Contribution of capital from                                       |                                     |
  parent to repay line of                                          |                                     |
  credit borrowings..........        24,059                --      |           --                 --     |            --
See accompanying notes.

                                    81
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The consolidated financial statements include Golden American Life
Insurance Company ("Golden American") and its wholly owned
subsidiary, First Golden American Life Insurance Company of New
York ("First Golden," and with Golden American, collectively, the
"Companies"). All significant intercompany accounts and
transactions have been eliminated.

ORGANIZATION

Golden American, a wholly owned subsidiary of Equitable of Iowa
Companies, Inc., offers variable insurance products and is
licensed as a life insurance company in the District of Columbia
and all states except New York. On January 2, 1997 and December
23, 1997, First Golden became licensed to sell insurance products
in New York and Delaware, respectively. The Companies' products
are marketed by broker/dealers, financial institutions and
insurance agents. The Companies' primary customers are consumers
and corporations.

On October 24, 1997, PFHI Holding, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of
Equitable of Iowa Companies ("Equitable") according to the terms
of an Agreement and Plan of Merger ("Merger Agreement") dated July
7, 1997 among Equitable, PFHI and ING Groep N.V. ("ING"). PFHI is
a wholly owned subsidiary of ING, a global financial services
holding company based in The Netherlands. As a result of this
transaction, Equitable was merged into PFHI, which was
simultaneously renamed Equitable of Iowa Companies, Inc. ("EIC" or
the "Parent"), a Delaware corporation. See Note 6 for additional
information regarding the merger.

On August 13, 1996, Equitable acquired all of the outstanding
capital stock of BT Variable, Inc. (subsequently known as EIC
Variable, Inc.) and its wholly owned subsidiaries, Golden American
and Directed Services, Inc. ("DSI") from Whitewood Properties
Corporation ("Whitewood"). See Note 7 for additional information
regarding the acquisition.

For financial statement purposes, the ING merger was accounted for
as a purchase effective October 25, 1997 and the change in control
of Golden American through the acquisition of BT Variable, Inc.
was accounted for as a purchase effective August 14, 1996. The
merger and acquisition resulted in new bases of accounting
reflecting estimated fair values of assets and liabilities at
their respective dates. As a result, the Companies' financial
statements for the periods after October 24, 1997 are presented on
the Post-Merger new basis of accounting, for the period August 14,
1996 through October 24, 1997 are presented on the Post-
Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented on the Pre-Acquisition basis of accounting.

INVESTMENTS

Fixed Maturities: The Companies account for their investments
under the Statement of Financial Accounting Standards ("SFAS") No.
115, "Accounting for Certain Investments in Debt and Equity
Securities," which requires fixed maturities to be designated as
either "available for sale," "held for investment" or "trading."
Sales of fixed maturities designated as "available for sale" are
not restricted by SFAS No. 115. Available for sale securities are
reported at fair value and unrealized gains and losses on these
securities are included directly in stockholder's equity, after
adjustment for related changes in value

                                    82
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

of purchased insurance in force ("VPIF"), deferred policy acquisition
costs ("DPAC") and deferred income taxes. At December 31, 1998 and 1997,
all of the Companies' fixed maturities are designated as available
for sale, although the Companies are not precluded from designating
fixed maturities as held for investment or trading at some future date.

Securities determined to have a decline in value that is other
than temporary are written down to estimated fair value, which
becomes the new cost basis by a charge to realized losses in the
Companies' Statements of Operations. Premiums and discounts are
amortized/accrued utilizing a method which results in a constant
yield over the securities' expected lives. Amortization/accrual of
premiums and discounts on mortgage and other asset-backed
securities incorporates a prepayment assumption to estimate the
securities' expected lives.

Equity Securities: Equity securities are reported at estimated
fair value if readily marketable. The change in unrealized
appreciation and depreciation of marketable equity securities (net
of related deferred income taxes, if any) is included directly in
stockholder's equity. Equity securities determined to have a
decline in value that is other than temporary are written down to
estimated fair value, which then becomes the new cost basis by a
charge to realized losses in the Companies' Statements of
Operations.

Mortgage Loans: Mortgage loans on real estate are reported at cost
adjusted for amortization of premiums and accrual of discounts. If
the value of any mortgage loan is determined to be impaired (i.e.,
when it is probable the Companies will be unable to collect all
amounts due according to the contractual terms of the loan
agreement), the carrying value of the mortgage loan is reduced to
the present value of expected future cash flows from the loan
discounted at the loan's effective interest rate, or to the loan's
observable market price, or the fair value of the underlying
collateral. The carrying value of impaired loans is reduced by the
establishment of a valuation allowance which is adjusted at each
reporting date for significant changes in the calculated value of
the loan. Changes in this valuation allowance are charged or
credited to income.

Other Investments: Policy loans are reported at unpaid principal.
Short-term investments are reported at cost, adjusted for
amortization of premiums and accrual of discounts.

Realized Gains and Losses:  Realized gains and losses are
determined on the basis of specific identification and average
cost methods for manager initiated and issuer initiated disposals,
respectively.

Fair Values:  Estimated fair values, as reported herein, of
conventional mortgage-backed securities not actively traded in a
liquid market and publicly traded fixed maturities are estimated
using a third party pricing system. This pricing system uses a
matrix calculation assuming a spread over U.S. Treasury bonds
based upon the expected average lives of the securities. Fair
values of private placement bonds are estimated using a matrix
that assumes a spread (based on interest rates and a risk
assessment of the bonds) over U.S. Treasury bonds. Estimated fair
values of equity securities which consist of the Companies'
investment in its registered separate accounts are based upon the
quoted fair value of the securities comprising the individual
portfolios underlying the separate accounts.

                                    83
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

CASH AND CASH EQUIVALENTS

For purposes of the accompanying Statements of Cash Flows, the
Companies consider all demand deposits and interest-bearing
accounts not related to the investment function to be cash
equivalents. All interest-bearing accounts classified as cash
equivalents have original maturities of three months or less.

DEFERRED POLICY ACQUISITION COSTS

Certain costs of acquiring new insurance business, principally
first year commissions and interest bonuses, extra credit bonuses
and other expenses related to the production of new business, have
been deferred. Acquisition costs for variable annuity and variable
life products are being amortized generally in proportion to the
present value (using the assumed crediting rate) of expected
future gross profits. This amortization is adjusted
retrospectively when the Companies revise their estimate of
current or future gross profits to be realized from a group of
products. DPAC is adjusted to reflect the pro forma impact of
unrealized gains and losses on fixed maturities the Companies have
designated as "available for sale" under SFAS No. 115.

VALUE OF PURCHASED INSURANCE IN FORCE

As a result of the merger and the acquisition, a portion of the
purchase price related to each transaction was allocated to the
right to receive future cash flows from existing insurance
contracts. This allocated cost represents VPIF which reflects the
value of those purchased policies calculated by discounting
actuarially determined expected future cash flows at the discount
rate determined by the purchaser. Amortization of VPIF is charged
to expense in proportion to expected gross profits of the
underlying business. This amortization is adjusted retrospectively
when the Companies revise the estimate of current or future gross
profits to be realized from the insurance contracts acquired. VPIF
is adjusted to reflect the pro forma impact of unrealized gains
and losses on available for sale fixed maturities. See Notes 6 and
7 for additional information on VPIF resulting from the merger and
acquisition.

PROPERTY AND EQUIPMENT

Property and equipment primarily represent leasehold improvements,
office furniture, certain other equipment and capitalized computer
software and are not considered to be significant to the
Companies' overall operations. Property and equipment are reported
at cost less allowances for depreciation. Depreciation expense is
computed primarily on the basis of the straight-line method over
the estimated useful lives of the assets.

GOODWILL

Goodwill was established as a result of the merger and is being
amortized over 40 years on a straight-line basis. Goodwill
established as a result of the acquisition was being amortized
over 25 years on a straight-line basis. See Notes 6 and 7 for
additional information on the merger and acquisition.

FUTURE POLICY BENEFITS

Future policy benefits for divisions with fixed interest
guarantees of the variable products are established utilizing the
retrospective deposit accounting method. Policy reserves represent
the premiums received plus accumulated interest, less mortality
and administration charges. Interest credited to these policies
ranged from 3.00% to 10.00% during 1998, 3.30% to 8.25% during
1997 and 4.00% to 7.25% during 1996. The unearned revenue reserve
represents unearned distribution fees.  These distribution fees
have been deferred and are amortized over the life of the
contracts in proportion to expected gross profits.

                                    84
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEPARATE ACCOUNTS

Assets and liabilities of the separate accounts reported in the
accompanying Balance Sheets represent funds separately
administered principally for variable annuity and variable life
contracts. Contractholders, rather than the Companies, bear the
investment risk for the variable products. At the direction of the
contractholders, the separate accounts invest the premiums from
the sale of variable products in shares of specified mutual funds.
The assets and liabilities of the separate accounts are clearly
identified and segregated from other assets and liabilities of the
Companies. The portion of the separate account assets equal to the
reserves and other liabilities of variable annuity and variable
life contracts cannot be charged with liabilities arising out of
any other business the Companies may conduct.

Variable separate account assets are carried at fair value of the
underlying investments and generally represent contractholder
investment values maintained in the accounts. Variable separate
account liabilities represent account balances for the variable
annuity and variable life contracts invested in the separate
accounts; the fair value of these liabilities is equal to their
carrying amount. Net investment income and realized and unrealized
capital gains and losses related to separate account assets are
not reflected in the accompanying Statements of Operations.

Product charges recorded by the Companies from variable products
consist of charges applicable to each contract for mortality and
expense risk, cost of insurance, contract administration and
surrender charges. In addition, some variable annuity and all
variable life contracts provide for a distribution fee collected
for a limited number of years after each premium deposit. Revenue
recognition of collected distribution fees is amortized over the
life of the contract in proportion to its expected gross profits.
The balance of unrecognized revenue related to the distribution
fees is reported as an unearned revenue reserve.

DEFERRED INCOME TAXES

Deferred tax assets or liabilities are computed based on the
difference between the financial statement and income tax bases of
assets and liabilities using the enacted marginal tax rate.
Deferred tax assets or liabilities are adjusted to reflect the pro
forma impact of unrealized gains and losses on equity securities
and fixed maturities the Companies have designated as available
for sale under SFAS No. 115. Changes in deferred tax assets or
liabilities resulting from this SFAS No. 115 adjustment are
charged or credited directly to stockholder's equity. Deferred
income tax expenses or credits reflected in the Companies'
Statements of Operations are based on the changes in the deferred
tax asset or liability from period to period (excluding the SFAS
No. 115 adjustment).

DIVIDEND RESTRICTIONS
Golden American's ability to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed
an annual limit. During 1999, Golden American cannot pay dividends
to its Parent without prior approval of statutory authorities.

Under the provisions of the insurance laws of the State of New
York, First Golden cannot distribute any dividends to its
stockholder unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed at least thirty days
in advance of the proposed declaration. If the Superintendent
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution
by giving written notice to First Golden within thirty days after
the filing.
                                    85
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEGMENT REPORTING

As of December 31, 1998, the Companies adopted the SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 131 superseded SFAS No. 14, "Financial
Reporting for Segments of a Business Enterprise." SFAS No. 131
establishes standards for the way public business enterprises
report information about operating segments in annual financial
statements and requires enterprises to report selected information
about operating segments in interim financial reports. SFAS No.
131 also establishes standards for related disclosures about
products and services, geographic areas and major customers.

The Companies manage their business as one segment, the sale of
variable products designed to meet customer needs for tax-
advantaged methods of saving for retirement and protection from
unexpected death. Variable products are sold to consumers and
corporations throughout the United States. The adoption of SFAS
No. 131 did not affect the results of operations or financial
position of the Companies.

USE OF ESTIMATES

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions affecting the amounts reported in
the financial statements and accompanying notes. Actual results
could differ from those estimates.

Management is required to utilize historical experience and
assumptions about future events and circumstances in order to
develop estimates of material reported amounts and disclosures.
Included among the material (or potentially material) reported
amounts and disclosures that require extensive use of estimates
and assumptions are (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values
of policyholder liabilities, (2) policyholder liabilities, (3)
deferred policy acquisition costs and value of purchased insurance
in force, (4) fair values of assets and liabilities recorded as a
result of merger and acquisition transactions, (5) asset valuation
allowances, (6) guaranty fund assessment accruals, (7) deferred
tax benefits (liabilities) and (8) estimates for commitments and
contingencies including legal matters, if a liability is
anticipated and can be reasonably estimated. Estimates and
assumptions regarding all of the proceeding are inherently subject
to change and are reassessed periodically. Changes in estimates
and assumptions could materially impact the financial statements.

RECLASSIFICATIONS

Certain amounts in the financial statements for the periods ended
within the years ended December 31, 1997 and 1996 have been
reclassified to conform to the December 31, 1998 financial
statement presentation.

2.   BASIS OF FINANCIAL REPORTING

The financial statements of the Companies differ from related
statutory-basis financial statements principally as follows: (1)
acquisition costs of acquiring new business are deferred and
amortized over the life of the policies rather than charged to
operations as incurred; (2) an asset representing the present
value of future cash flows from insurance contracts acquired was
established as a result of the merger/acquisition and is amortized
and charged to expense; (3) future policy benefit reserves for
divisions with fixed interest guarantees of the variable products
are based on full account values, rather than the greater of cash
surrender value or amounts derived from discounting methodologies
utilizing statutory interest rates; (4) reserves are reported
before reduction for reserve credits related to

                                    86
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

2.   BASIS OF FINANCIAL REPORTING (continued)

reinsurance ceded and a receivable is established, net of an allowance
for uncollectible amounts, for these credits rather than presented net
of these credits; (5) fixed maturity investments are designated as
"available for sale" and valued at fair value with unrealized
appreciation/depreciation, net of adjustments to value of
purchased insurance in force, deferred policy acquisition costs
and deferred income taxes (if applicable), credited/charged
directly to stockholder's equity rather than valued at amortized
cost; (6) the carrying value of fixed maturities is reduced to
fair value by a charge to realized losses in the Statements of
Operations when declines in carrying value are judged to be other
than temporary, rather than through the establishment of a formula-
determined statutory investment reserve (carried as a liability),
changes in which are charged directly to surplus; (7) deferred
income taxes are provided for the difference between the financial
statement and income tax bases of assets and liabilities; (8) net
realized gains or losses attributed to changes in the level of
interest rates in the market are recognized when the sale is
completed rather than deferred and amortized over the remaining
life of the fixed maturity security; (9) a liability is
established for anticipated guaranty fund assessments, net of
related anticipated premium tax credits, rather than capitalized
when assessed and amortized in accordance with procedures
permitted by insurance regulatory authorities; (10) revenues for
variable products consist of policy charges applicable to each
contract for the cost of insurance, policy administration charges,
amortization of policy initiation fees and surrender charges
assessed rather than premiums received; (11) the financial
statements of Golden American's wholly owned subsidiary are
consolidated rather than recorded at the equity in net assets;
(12) surplus notes are reported as liabilities rather than as
surplus; and (13) assets and liabilities are restated to fair
values when a change in ownership occurs, with provisions for
goodwill and other intangible assets, rather than continuing to be
presented at historical cost.

The net loss for Golden American as determined in accordance with
statutory accounting practices was $68,002,000 in 1998, $428,000
in 1997 and $9,188,000 in 1996. Total statutory capital and
surplus was $183,045,000 at December 31, 1998 and $76,914,000 at
December 31, 1997.

                                    87
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS

INVESTMENT RESULTS

Major categories of net investment income are summarized below:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
|
|
Fixed maturities.............     $35,224             $4,443       |     $18,488            $5,083       |     $4,507
Equity securities............          --                  3       |          --               103       |         --
Mortgage loans on                                                  |                                     |
 real estate.................       6,616                879       |       3,070               203       |         --
Policy loans.................         619                 59       |         482                78       |         73
Short-term                                                         |                                     |
 investments.................       1,311                129       |         443               441       |        341
Other, net...................         246               (154)      |          24                 2       |         22
Funds held in                                                      |                                     |
 escrow......................          --                 --       |          --                --       |        145
                                  -------             ------       |     -------            ------       |     ------
Gross investment                                                   |                                     |
 income......................      44,016              5,359       |      22,507             5,910       |      5,088
Less investment                                                    |                                     |
 expenses....................      (1,531)              (232)      |        (851)             (115)      |        (98)
                                  -------             ------       |     -------            ------       |     ------
Net investment                                                     |                                     |
 income......................     $42,485             $5,127       |     $21,656            $5,795       |     $4,990
                                  =======             ======       |     =======            ======       |     ======
Realized gains (losses) on investments are as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
|
|
Fixed maturities:                                                  |                                     |
 available for sale..........     $(1,428)            $25          |     $151               $42          |     $(420)
Mortgage loans...............         (63)            (10)         |       --                --          |        --
                                  -------             ---          |     ----               ---          |     -----
Realized gains (losses)                                            |                                     |
 on investments..............     $(1,491)            $15          |     $151               $42          |     $(420)
                                  =======             ===          |     ====               ===          |     =====
88
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

The change in unrealized appreciation (depreciation) of securities
at fair value is as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
|
|
Fixed maturities:                                                  |                                     |
 Available for sale..........     $1,100              $(3,494)     |     $4,197             $2,497       |      $(3,045)
 Held for investment.........         --                   --      |         --                 --       |          (90)
Equity securities............     (2,390)                 (68)     |       (462)                (4)      |           (2)
                                  ------              -------      |     ------             ------       |      -------
Unrealized appreciation                                            |                                     |
 (depreciation) of                                                 |                                     |
 securities..................    $(1,290)             $(3,562)     |     $3,735             $2,493       |      $(3,137)
                                 =======              =======      |     ======             ======       |      =======
At December 31, 1998 and December 31, 1997, amortized cost, gross
unrealized gains and losses and estimated fair values of fixed
maturities, all of which are designated as available for sale, are
as follows:

                                                               POST-MERGER
                                       ---------------------------------------------------------
                                                         Gross            Gross        Estimated
                                       Amortized       Unrealized      Unrealized        Fair
                                          Cost           Gains            Losses         Value
                                       ---------       ----------      ----------      ---------
                                                          (Dollars in thousands)
DECEMBER 31, 1998
U.S. government and governmental
 agencies and authorities............. $ 13,568          $  182          $   (8)       $ 13,742
Foreign governments...................    2,028               8              --           2,036
Public utilities......................   67,710             546            (447)         67,809
Corporate securities..................  365,569           4,578          (2,658)        367,489
Other asset-backed securities.........   99,877             281          (1,046)         99,112
Mortgage-backed securities............  191,020           1,147            (370)        191,797
                                       --------          ------         -------        --------
Total................................. $739,772          $6,742         $(4,529)       $741,985
                                       ========          ======         =======        ========

DECEMBER 31, 1997
U.S. government and governmental
  agencies and authorities............ $  5,705          $    5         $    (1)       $  5,709
Foreign governments...................    2,062              --              (9)          2,053
Public utilities......................   26,983              55              (4)         27,034
Corporate securities..................  259,798           1,105            (242)        260,661
Other asset-backed securities.........    3,155              32              --           3,187
Mortgage-backed securities............  115,585             202             (30)        115,757
                                       --------          ------         -------        --------
Total................................. $413,288          $1,399         $  (286)       $414,401
                                       ========          ======         =======        ========
89
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

At December 31, 1998, net unrealized investment gains on fixed
maturities designated as available for sale totaled $2,213,000.
Appreciation of $1,005,000 was included in stockholder's equity at
December 31, 1998 (net of an adjustment of $203,000 to VPIF, an
adjustment of $455,000 to DPAC and deferred income taxes of
$550,000). Short-term investments with maturities of 30 days or
less have been excluded from the above schedules. Amortized cost
approximates fair value for these securities.

Amortized cost and estimated fair value of fixed maturities
designated as available for sale, by contractual maturity, at
December 31, 1998 are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right
to call or prepay obligations with or without call or prepayment
penalties.

                                                   POST-MERGER
                                           ---------------------------
                                           Amortized        Estimated
December 31, 1998                             Cost          Fair Value
----------------------------------------------------------------------
                                              (Dollars in thousands)
Due within one year......................  $ 50,208          $ 50,361
Due after one year through five years....   310,291           311,943
Due after five years through ten years...    78,264            78,541
Due after ten years......................    10,112            10,231
                                            448,875           451,076
Other asset-backed securities............    99,877            99,112
Mortgage-backed securities...............   191,020           191,797
                                           --------          --------
Total....................................  $739,772          $741,985
                                           ========          ========

An analysis of sales, maturities and principal repayments of the
Companies' fixed maturities portfolio is as follows:

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
POST-MERGER
For the year ended December 31, 1998:
Scheduled principal repayments,
 calls and tenders......................  $102,504       $ 60      $    (3)    $102,561
Sales...................................    43,204        518       (1,030)      42,692
                                          --------       ----      -------     --------
Total...................................  $145,708       $578      $(1,033)    $145,253
                                          ========       ====      =======     ========

For the period October 25, 1997 through
 December 31, 1997:
Scheduled principal repayments,
 calls and tenders.....................   $  6,708      $  2            --     $  6,710
Sales..................................      3,138        23            --        3,161
                                          --------      ----       -------     --------
Total..................................   $  9,846      $ 25            --     $  9,871
                                          ========      ====       =======     ========
90
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
POST- ACQUISITION
For the period January 1, 1997 through
 October 24, 1997:
Scheduled principal repayments,
 calls and tenders.....................    $25,419         --         --       $25,419
Sales..................................     14,052       $153       $ (2)       14,203
                                           -------       ----       ----       -------
Total..................................    $39,471       $153       $ (2)      $39,622
                                           =======       ====       ====       =======
For the period August 14, 1996 through
 December 31, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,612         --         --       $ 1,612
Sales.................................      45,799       $115       $(73)       45,841
                                           -------       ----       ----       -------
Total.................................     $47,411       $115       $(73)      $47,453
                                           =======       ====       ====       =======

PRE-ACQUISITION
For the period January 1, 1996 through
 August 13, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,801         --         --       $ 1,801
Sales.................................      53,710       $152      $(572)       53,290
                                           -------       ----      -----       -------
Total.................................     $55,511       $152      $(572)      $55,091
                                           =======       ====      =====       =======
Investment Valuation Analysis: The Companies analyze the
investment portfolio at least quarterly in order to determine if
the carrying value of any investment has been impaired. The
carrying value of debt and equity securities is written down to
fair value by a charge to realized losses when an impairment in
value appears to be other than temporary. During the year ended
December 31, 1998, Golden American recognized a loss on two fixed
maturity investments of $973,000. During 1997 and 1996, no
investments were identified as having an other than temporary
impairment.

Investments on Deposit: At December 31, 1998 and 1997, affidavits
of deposits covering bonds with a par value of $6,470,000 and
$6,605,000, respectively, were on deposit with regulatory
authorities pursuant to certain statutory requirements.

Investment Diversifications: The Companies' investment policies
related to the investment portfolio require diversification by
asset type, company and industry and set limits on the amount
which can be invested in an individual issuer. Such policies are
at least as restrictive as those set forth by regulatory
authorities. The following percentages relate to holdings at
December 31, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (26% in 1998, 30% in 1997),
conventional mortgage-backed securities (25% in 1998, 13% in
1997), financial companies (19% in 1998, 24% in 1997), other asset-
backed securities (11% in 1998) and various government bonds and
government or agency mortgage-backed securities (5% in 1998, 17%
in 1997). Mortgage loans on real estate have been analyzed

                                    91
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

by geographical location with concentrations by state identified as
California (12% in 1998 and 1997), Utah (11% in 1998, 13% in 1997)
and Georgia (10% in 1998, 11% in 1997). There are no other
concentrations of mortgage loans in any state exceeding ten
percent at December 31, 1998 and 1997. Mortgage loans on real
estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (36% in 1998, 43% in
1997), industrial buildings (32% in 1998, 33% in 1997) and retail
facilities (20% in 1998, 15% in 1997).  Equity securities are not
significant to the Companies' overall investment portfolio.

No investment in any person or its affiliates (other than bonds
issued by agencies of the United States government) exceeded ten
percent of stockholder's equity at December 31, 1998.

4.   COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the SFAS  No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes new
rules for the reporting and display of comprehensive income and
its components; however, the adoption of this statement had no
impact on the Companies' net income or stockholder's equity. SFAS
No. 130 requires unrealized gains or losses on the Companies'
available for sale securities (net of VPIF, DPAC and deferred
income taxes) to be included in other comprehensive income.  Prior
to the adoption of SFAS No. 130, unrealized gains (losses) were
reported separately in stockholder's equity. Prior year financial
statements have been reclassified to conform to the requirements
of SFAS No. 130.

Total comprehensive income (loss) for the Companies includes
$1,015,000 for the year ended December 31, 1998 for First Golden
($159,000, $536,000 and $(57,000), respectively, for the periods
October 25, 1997 through December 31, 1997, January 1, 1997
through October 24, 1997 and December 17, 1996 through December
31, 1996). Other comprehensive income excludes net investment
gains (losses) included in net income which merely represent
transfers from unrealized to realized gains and losses. These
amounts total $(2,133,000) in 1998. Such amounts, which have been
measured through the date of sale, are net of income taxes and
adjustments to VPIF and DPAC totaling $705,000 in 1998.

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments," requires disclosure of estimated fair value of all
financial instruments, including both assets and liabilities
recognized and not recognized in a company's balance sheet, unless
specifically exempted. SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments,"
requires additional disclosures about derivative financial
instruments. Most of the Companies' investments, investment
contracts and debt fall within the standards' definition of a
financial instrument. Fair values for the Companies' insurance
contracts other than investment contracts are not required to be
disclosed. In cases where quoted market prices are not available,
estimated fair values are based on estimates using present value
or other valuation techniques. Those techniques are significantly
affected by the assumptions used, including the discount rate and
estimates of future cash flows. Accounting, actuarial and
regulatory bodies are continuing to study the methodologies to be
used in developing fair value information, particularly as it
relates to such things as liabilities for insurance contracts.
Accordingly, care should be exercised in deriving conclusions
about the Companies' business or financial condition based on the
information presented herein.

The Companies closely monitor the composition and yield of
invested assets, the duration and interest credited on insurance
liabilities and resulting interest spreads and timing of cash
flows. These amounts
                                    92
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

are taken into consideration in the Companies' overall management
of interest rate risk, which attempts to minimize exposure to changing
interest rates through the matching of investment cash flows with amounts
expected to be due under insurance contracts.  These assumptions may not
result in values consistent with those obtained through an actuarial
appraisal of the Companies' business or values that might arise in
a negotiated transaction.

The following compares carrying values as shown for financial
reporting purposes with estimated fair values:

                                                   POST-MERGER
                                 -----------------------------------------------
                                    December 31, 1998       December 31, 1997
                                 ----------------------  -----------------------
                                              Estimated              Estimated
                                   Carrying     Fair      Carrying     Fair
                                    Value       Value      Value       Value
                                 -----------  ---------  ----------  -----------
                                             (Dollars in thousands)
ASSETS
Fixed maturities, available
 for sale......................  $  741,985  $  741,985  $  414,401   $  414,401
Equity securities..............      11,514      11,514       3,904        3,904
Mortgage loans on real estate..      97,322      99,762      85,093       86,348
Policy loans...................      11,772      11,772       8,832        8,832
Short-term investments.........      41,152      41,152      14,460       14,460
Cash and cash equivalents......       6,679       6,679      21,039       21,039
Separate account assets........  $3,396,114  $3,396,114  $1,646,169   $1,646,169

LIABILITIES
Annuity products...............     869,009     827,597     493,181      469,714
Surplus notes..................      85,000      90,654      25,000       28,837
Line of credit with affiliate..          --          --      24,059       24,059
Separate account liabilities...   3,396,114   3,396,114   1,646,169    1,646,169
The following methods and assumptions were used by the Companies
in estimating fair values.

Fixed Maturities: Estimated fair values of conventional mortgage-
backed securities not actively traded in a liquid market and
publicly traded securities are estimated using a third party
pricing system. This pricing system uses a matrix calculation
assuming a spread over U.S. Treasury bonds based upon the expected
average lives of the securities.

Equity Securities: Estimated fair values of equity securities,
which consist of the Companies' investment in the portfolios
underlying its separate accounts, are based upon the quoted fair
value of individual securities comprising the individual
portfolios. For equity securities not actively traded, estimated
fair values are based upon values of issues of comparable returns
and quality.

Mortgage Loans on Real Estate: Fair values are estimated by
discounting expected cash flows, using interest rates currently
offered for similar loans.

Policy Loans: Carrying values approximate the estimated fair value
for policy loans.

                                    93
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

Short-Term Investments and Cash and Cash Equivalents: Carrying
values reported in the Companies' historical cost basis balance
sheet approximate estimated fair value for these instruments due
to their short-term nature.

Separate Account Assets: Separate account assets are reported at
the quoted fair values of the individual securities in the
separate accounts.

Annuity Products: Estimated fair values of the Companies'
liabilities for future policy benefits for the divisions of the
variable annuity products with fixed interest guarantees and for
supplemental contracts without life contingencies are stated at
cash surrender value, the cost the Companies would incur to
extinguish the liability.

Surplus Notes: Estimated fair value of the Companies' surplus
notes were based upon discounted future cash flows using a
discount rate approximating the Companies' return on invested
assets.

Line Of Credit With Affiliate: Carrying value reported in the
Companies' historical cost basis balance sheet approximates
estimated fair value for this instrument.

Separate Account Liabilities: Separate account liabilities are
reported at full account value in the Companies' historical cost
balance sheet. Estimated fair values of separate account
liabilities are equal to their carrying amount.

6.   MERGER

Transaction:  On October 23, 1997, Equitable's shareholders
approved the Merger Agreement dated July 7, 1997 among Equitable,
PFHI and ING. On October 24, 1997, PFHI, a Delaware corporation,
acquired all of the outstanding capital stock of Equitable
according to the Merger Agreement. PFHI is a wholly owned
subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn,
owned all the outstanding capital stock of Equitable Life
Insurance Company of Iowa ("Equitable Life") and Golden American
and their wholly owned subsidiaries. In addition, Equitable owned
all the outstanding capital stock of Locust Street Securities,
Inc. ("LSSI"), Equitable Investment Services, Inc. (subsequently
dissolved), DSI, Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds
Distributor, Inc.). In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock and assumed approximately $400 million
in debt. As a result of this transaction, Equitable was merged
into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent"), a Delaware corporation.
All costs of the merger, including expenses to terminate certain
benefit plans, were paid by the Parent.

Accounting Treatment:  The merger was accounted for as a purchase
resulting in a new basis of accounting, reflecting estimated fair
values for assets and liabilities at October 24, 1997. The
purchase price was allocated to EIC and its subsidiaries with
$227,497,000 allocated to the Companies. Goodwill was established
for the excess of the merger cost over the fair value of the net
assets and attributed to EIC and its subsidiaries including Golden
American and First Golden. The amount of goodwill allocated to the
Companies relating to the merger was $151,127,000 at the merger
date and is being amortized over 40 years on a straight-line
basis. The carrying value of goodwill will be reviewed
periodically for any indication of impairment in value. The
Companies' DPAC, previous balance of VPIF and unearned revenue
reserve, as of the merger date, were eliminated and a new asset of
$44,297,000 representing VPIF was established for all policies in
force at the merger date.

                                    94
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

6.   Merger (continued)

Value of Purchased Insurance In Force:  As part of the merger, a
portion of the acquisition cost was allocated to the right to
receive future cash flows from insurance contracts existing with
the Companies at the merger date. This allocated cost represents
VPIF reflecting the value of those purchased policies calculated
by discounting the actuarially determined expected future cash
flow at the discount rate determined by ING.

An analysis of the VPIF asset is as follows:

                                                POST-MERGER
                                   -------------------------------------
                                                        For the period
                                      For the year     October 25, 1997
                                         ended              through
                                   December 31, 1998   December 31, 1997
                                   -----------------   -----------------
                                           (Dollars in thousands)

Beginning balance.................      $43,174              $44,297
                                        --------             --------
Imputed interest..................        2,802                1,004
Amortization......................       (7,753)              (1,952)
Changes in assumptions of
 timing of gross profits..........          227                   --
                                        --------             --------
Net amortization..................       (4,724)                (948)
Adjustment for unrealized gains
 on available for sale
 securities.......................          (28)                (175)
Adjustment for other receivables
 and merger costs.................       (2,445)                  --
                                        --------             --------
Ending balance....................      $35,977              $43,174
                                        =======              =======
Interest is imputed on the unamortized balance of VPIF at a rate
of 7.38% for the year ended December 31, 1998 and 7.03% for the
period October 25, 1997 through December 31, 1997. The
amortization of VPIF, net of imputed interest, is charged to
expense. VPIF decreased $2,664,000 in the second quarter of 1998
to adjust the value of other receivables at merger date and
increased $219,000 in the first quarter of 1998 as a result of an
adjustment to the merger costs. VPIF is adjusted for the
unrealized gains (losses) on available for sale securities; such
changes are included directly in stockholder's equity. Based on
current conditions and assumptions as to the impact of future
events on acquired policies in force, the expected approximate net
amortization relating to VPIF as of December 31, 1998 is
$4,300,000 in 1999, $4,000,000 in 2000, $3,900,000 in 2001,
$3,700,000 in 2002 and $3,300,000 in 2003. Actual amortization may
vary based upon changes in assumptions and experience.

7.   ACQUISITION

Transaction:  On August 13, 1996, Equitable acquired all of the
outstanding capital stock of BT Variable from Whitewood, a wholly
owned subsidiary of Bankers Trust Company ("Bankers Trust"),
according to the terms of the Purchase Agreement dated May 3, 1996
between Equitable and Whitewood. In exchange for the outstanding
capital stock of BT Variable, Equitable paid the sum of
$93,000,000 in cash to Whitewood in accordance with the terms of
the Purchase Agreement. Equitable also paid the sum of $51,000,000
in cash to Bankers Trust to retire certain debt owed by BT
Variable to Bankers Trust pursuant to a revolving credit arrangement.
After the acquisition, the BT Variable, Inc. name was changed to EIC
Variable, Inc. On April 30, 1997, EIC Variable, Inc. was liquidated
and its investments in

                                    95
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

7.   Acquisition (continued)

Golden American and DSI were transferred to Equitable, while the
remainder of its net assets were contributed to Golden American.
On December 30, 1997, EIC Variable, Inc. was dissolved.

Accounting Treatment:  The acquisition was accounted for as a
purchase resulting in a new basis of accounting, which reflected
estimated fair values for assets and liabilities at August 13,
1996. The purchase price was allocated to the three companies
purchased - BT Variable, DSI and Golden American. The allocation
of the purchase price to Golden American was approximately
$139,872,000. Goodwill was established for the excess of the
purchase price over the fair value of the net assets acquired and
attributed to Golden American. The amount of goodwill relating to
the acquisition was $41,113,000 and was amortized over 25 years on
a straight-line basis until the October 24, 1997 merger with ING.
Golden American's DPAC, previous balance of VPIF and unearned
revenue reserve, as of the acquisition date, were eliminated and
an asset of $85,796,000 representing VPIF was established for all
policies in force at the acquisition date.

Value of Purchased Insurance In Force:  As part of the
acquisition, a portion of the acquisition cost was allocated to
the right to receive future cash flows from the insurance
contracts existing with Golden American at the date of
acquisition. This allocated cost represents VPIF reflecting the
value of those purchased policies calculated by discounting the
actuarially determined expected future cash flows at the discount
rate determined by Equitable.

An analysis of the VPIF asset is as follows:

                                           POST-ACQUISITION           | PRE-ACQUISITION
                                  ------------------------------------|----------------
                                  For the period     For the period   | For the period
                                  January 1, 1997    August 14,1996   | January 1, 1996
                                      through           through       |     through
                                  October 24, 1997  December 31, 1996 | August 13, 1996
                                  ----------------  ----------------- | ---------------
                                                (Dollars in thousands)
|
Beginning balance................      $83,051           $85,796      |      $6,057
                                       -------           -------      |      ------
Imputed interest.................        5,138             2,465      |         273
Amortization.....................      (12,656)           (5,210)     |      (1,224)
Changes in assumption of                                              |      ------
 timing of gross profits.........        2,293                --      |          --
                                       -------           -------      |
Net amortization.................       (5,225)           (2,745)     |        (951)
Adjustment for unrealized gains                                       |
 (losses) on available for sale                                       |
 securities......................         (373)               --      |          11
                                       -------           -------      |      ------
Ending balance                         $77,453           $83,051      |      $5,117
                                       =======           =======      |      ======
Pre-Acquisition VPIF represents the remaining value assigned to in
force contracts when Bankers Trust purchased Golden American from
Mutual Benefit Life Insurance Company in Rehabilitation ("Mutual
Benefit") on September 30, 1992.

Interest was imputed on the unamortized balance of VPIF at rates
of 7.70% to 7.80% for the period August 14, 1996 through October
24, 1997. The amortization of VPIF net of imputed interest was
charged to expense. VPIF was also adjusted for the unrealized
gains (losses) on available for sale securities; such changes were
included directly in stockholder's equity.

8.   INCOME TAXES

Golden American files a consolidated federal income tax return.
Under the Internal Revenue Code, a newly acquired insurance
company cannot file as part of its parent's consolidated tax
return for 5 years.

                                    96
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

8.   INCOME TAXES(continued)

At December 31, 1998, the Companies have net operating loss
("NOL") carryforwards for federal income tax purposes of
approximately $50,917,000. Approximately $5,094,000, $3,354,000
and $42,469,000 of these NOL carryforwards are available to offset
future taxable income of the Companies through the years 2011,
2012 and 2013, respectively.

INCOME TAX EXPENSE

Income tax expense (benefit) included in the consolidated
financial statements is as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
|
|
Current.....................          --                --         |     $    12              --         |          --
Deferred....................      $5,279              $146         |     (1,349)            $220         |     $(1,463)
                                  ------              ----         |                                     |
                                  $5,279              $146         |     $(1,337)           $220         |     $(1,463)
                                  ======              ====         |     =======            ====         |     =======
The effective tax rate on income (loss) before income taxes is
different from the prevailing federal income tax rate. A
reconciliation of this difference is as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
|
|
|                                     |
Income (loss) before                                               |                                     |
 income taxes..............       $10,353             $(279)       |     $ ( 608)           $570         |     $1,736
                                  =======             =====        |     =======            ====         |     ======
Income tax (benefit) at                                            |                                     |
 federal statutory rate....       $ 3,624             $ (98)       |     $  (213)           $200         |     $  607
Tax effect (decrease) of:                                          |                                     |
 Realization of NOL                                                |                                     |
   carryforwards...........            --                --        |         --               --         |     (1,214)
 Goodwill amortization.....         1,322               220        |         --               --         |         --
 Compensatory stock                                                |                                     |
  option and restricted                                            |                                     |
  stock expense............            --                --        |     (1,011)              --         |         --
 Meals and                                                         |                                     |
  entertainment............           157                23        |         53               20         |         --
 Other items...............           176                 1        |       (166)              --         |         --
Change in valuation                                                |                                     |
 allowance.................            --                --        |         --               --         |       (856)
                                  =------             -----        |    -------             ----         |    -------
Income tax expense                                                 |                                     |
 (benefit).................       $ 5,279             $ 146        |    $(1,337)            $220         |    $(1,463)
                                  =======             =====        |    =======             ====         |    =======
97
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

8.   INCOME TAXES (continued)

DEFERRED INCOME TAXES

The tax effect of temporary differences giving rise to the
Companies' deferred income tax assets and liabilities at December
31, 1998 and 1997 is as follows:

                                                  POST-MERGER
                                       ------------------------------------
                                       December 31, 1998  December 31, 1997
                                       -----------------  -----------------
                                              (Dollars in thousands)
Deferred tax assets:
 Net unrealized depreciation of
  securities at fair value..........     $    691                    --
 Future policy benefits.............       66,273               $27,399
 Deferred policy acquisition costs..           --                 4,558
 Goodwill...........................       16,323                17,620
 Net operating loss carryforwards...       17,821                 3,044
 Other..............................        1,272                 1,548
                                         --------               -------
                                          102,380                54,169

Deferred tax liabilities:
 Net unrealized appreciation of
  securities at fair value..........             --               (130)
 Fixed maturity securities..........         (1,034)            (1,665)
 Deferred policy acquisition costs..        (55,520)                --
 Mortgage loans on real estate......           (845)              (845)
 Value of purchased insurance in
  force.............................        (12,592)           (15,172)
 Other..............................           (912)              (127)
                                           --------           --------
                                            (70,903)           (17,939)
                                           --------           --------
Deferred income tax asset...........       $ 31,477           $ 36,230
                                           ========           ========

The Companies are required to establish a "valuation allowance"
for any portion of the deferred tax assets management believes
will not be realized. In the opinion of management, it is more
likely than not the Companies will realize the benefit of the
deferred tax assets; therefore, no such valuation allowance has
been established.

9.   RETIREMENT PLANS

Defined Benefit Plans:  In 1998 and 1997, the Companies were
allocated their share of the pension liability associated with
their employees. The Companies' employees are covered by the
employee retirement plan of an affiliate, Equitable Life. Further,
Equitable Life sponsors a defined contribution plan that is
qualified under Internal Revenue Code Section 401(k). The
following tables summarize the benefit obligations and the funded
status for pension benefits over the two-year period ended
December 31, 1998:

                                    98
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

9.   RETIREMENT PLANS (continued)

                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at January 1............   $  956          $192
Service cost...............................    1,138           682
Interest cost..............................       97            25
Actuarial loss.............................    2,266            57
Benefit payments...........................      (3)           --
                                              ------          ----
Benefit obligation at December 31..........   $4,454          $956
                                              ======          ====

                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
FUNDED STATUS
Funded status at December 31...............  $(4,454)        $(956)
Unrecognized net loss......................    2,266            --
                                             -------         -----
Net amount recognized......................  $(2,188)        $(956)
                                             =======         =====

During 1998 and 1997, the Companies' plan assets were held by
Equitable Life, an affiliate.

The weighted-average assumptions used in the measurement of the
Companies' benefit obligation are as follows:

                                                1998          1997
                                               ------        ------
DECEMBER 31
Discount rate................................   6.75%         7.25%
Expected return on plan assets...............   9.50          9.00
Rate of compensation increase................   4.00          5.00

The following table provides the net periodic benefit cost for the
fiscal years 1998 and 1997:

                                        POST-MERGER               | POST-ACQUISITION
                             ------------------------------------ | ----------------
                                                For the period    |  For the period
                                For the year     October 25,1997  |  January 1,1997
                                   ended             through      |      through
                             December 31, 1998  December 31, 1997 | October 24, 1997
                             -----------------  ----------------- | ----------------
                                                  (Dollars in thousands)
|
Service cost................      $1,138               $114       |        $568
Interest cost...............          97                 10       |          15
Amortization of net loss....          --                 --       |           1
                                  ------               ----       |        ----
Net periodic benefit cost...      $1,235               $124       |        $584
                                  ======               ====       |        ====
There were no gains or losses resulting from curtailments or settlements
during 1998 or 1997.

                                    99
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

9.   RETIREMENT PLANS (continued)

The projected benefit obligation, accumulated benefit obligation
and fair value of plan assets for pension plans with accumulated
benefit obligations in excess of plan assets were $4,454,000,
$3,142,000 and $0, respectively, as of December 31, 1998 and
$956,000, $579,000 and $0, respectively, as of December 31, 1997.

10.  RELATED PARTY TRANSACTIONS

Operating Agreements:  DSI acts as the principal underwriter (as
defined in the Securities Act of 1933 and the Investment Company
Act of 1940, as amended) and distributor of the variable insurance
products issued by the Companies. DSI is authorized to enter into
agreements with broker/dealers to distribute the Companies'
variable insurance products and appoint representatives of the
broker/dealers as agents. For the year ended December 31, 1998 and
for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, the Companies paid
commissions to DSI totaling $117,470,000, $9,931,000 and
$26,419,000, respectively ($9,995,000 for the period August 14,
1996 through December 31, 1996 and $17,070,000 for the period
January 1, 1996 through August 13, 1996).

Golden American provides certain managerial and supervisory
services to DSI. The fee paid by DSI for these services is
calculated as a percentage of average assets in the variable
separate accounts. For the year ended December 31, 1998 and for
the periods October 25, 1997 through December 31, 1997 and January
1, 1997 through October 24, 1997, the fee was $4,771,000, $508,000
and $2,262,000, respectively. For the periods August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996 the fee was $877,000 and $1,390,000, respectively.

Effective January 1, 1998, the Companies have an asset management
agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management services.
Under the agreement, the Companies record a fee based on the value
of the assets under management. The fee is payable quarterly. For
the year ended December 31, 1998, the Companies incurred fees of
$1,504,000 under this agreement.

Prior to 1998, the Companies had a service agreement with
Equitable Investment Services, Inc. ("EISI"), an affiliate, in
which EISI provided investment management services. Payments for
these services totaled $200,000, $768,000 and $72,000 for the
periods October 25, 1997 through December 31, 1997, January 1,
1997 through October 24, 1997 and August 14, 1996 through December
31, 1996, respectively.

Golden American has a guaranty agreement with Equitable Life, an
affiliate. In consideration of an annual fee, payable June 30,
Equitable Life guarantees to Golden American that it will make
funds available, if needed, to Golden American to pay the
contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and
nothing contained therein or done pursuant thereto by Equitable
Life shall be deemed to constitute, a direct or indirect guaranty
by Equitable Life of the payment of any debt or other obligation,
indebtedness or liability, of any kind or character whatsoever, of
Golden American. The agreement does not guarantee the value of the
underlying assets held in separate accounts in which funds of
variable life insurance and variable annuity policies have been
invested. The calculation of the annual fee is based on risk based
capital. As Golden American's risk based capital level was above
required amounts, no annual fee was payable in 1998 or in 1997.

Golden American provides certain advisory, computer and other
resources and services to Equitable Life. Revenues for these
services, which reduced general expenses incurred by Golden
American, totaled $5,833,000 for the year ended December 31, 1998
($1,338,000 and $2,992,000 for the periods October 25,

                                    100
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

10.  RELATED PARTY TRANSACTIONS (continued)

1997 through December 31, 1997 and January 1, 1997 through October
24, 1997, respectively). No services were provided by Golden American
in 1996.

The Companies have a service agreement with Equitable Life in
which Equitable Life provides administrative and financial related
services. Under this agreement, the Companies incurred expenses of
$1,058,000 for the year ended December 31, 1998 ($13,000 and
$16,000 for the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997, respectively).

First Golden provides resources and services to DSI. Revenues for
these services, which reduce general expenses incurred by the
Companies, totaled $75,000 in 1998.

For the year ended December 31, 1998, the Companies had premiums,
net of reinsurance, for variable products from four affiliates,
Locust Street Securities, Inc., Vestax Securities Corporation, DSI
and Multi-Financial Securities Corporation of $122,900,000,
$44,900,000, $13,600,000 and $13,400,000, respectively.  The
Companies had premiums, net reinsurance, for variable products
from three affiliates, Locust Street Securities, Inc., Vestax
Securities Corporation and DSI of $9,300,000, $1,900,000 and
$2,100,000 respectively, for the period October 25, 1997 through
December 31, 1997 ($16,900,000, $1,200,000 and $400,000 for the
period January 1, 1997 through October 24, 1997, respectively).

Reciprocal Loan Agreement:  Golden American maintains a reciprocal
loan agreement with ING America Insurance Holdings, Inc. ("ING
AIH"), a Delaware corporation and affiliate, to facilitate the
handling of unusual and/or unanticipated short-term cash
requirements. Under this agreement which became effective January
1, 1998 and expires December 31, 2007, Golden American and ING AIH
can borrow up to $65,000,000 from one another. Prior to lending
funds to ING AIH, Golden American must obtain the approval of the
State of Delaware Department of Insurance. Interest on any Golden
American borrowings is charged at the rate of ING AIH's cost of
funds for the interest period plus 0.15%. Interest on any ING AIH
borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a
similar duration. Under this agreement, Golden American incurred
interest expense of $1,765,000 in 1998. At December 31, 1998,
Golden American did not have any borrowings or receivables from
ING AIH under this agreement.

Line of Credit:  Golden American maintained a line of credit
agreement with Equitable to facilitate the handling of unusual
and/or unanticipated short-term cash requirements. Under this
agreement which became effective December 1, 1996 and expired
December 31, 1997, Golden American could borrow up to $25,000,000.
Interest on any borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%.
Under this agreement, Golden American incurred interest expense of
$211,000 for the year ended December 31, 1998 ($213,000 for the
period October 25, 1997 through December 31, 1997, $362,000 for
the period January 1, 1997 through October 24, 1997 and $85,000
for the period August 14, 1996 through December 31, 1996). The
outstanding balance was paid by a capital contribution.

Surplus Notes:  On December 30, 1998, Golden American issued a
7.25% surplus note in the amount of $60,000,000 to Equitable Life.
The note matures on December 29, 2028. The note and related
accrued interest is subordinate to payments due to policyholders,
claimant and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of
Golden American. Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred no interest in 1998.

                                    101
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

10.  RELATED PARTY TRANSACTIONS (continued)
On December 17, 1996, Golden American issued an 8.25% surplus note
in the amount of $25,000,000 to Equitable. The note matures on
December 17, 2026. The note and related accrued interest is
subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of
debtors of Golden American. Any payment of principal made is
subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred interest totaling
$2,063,000 in 1998 ($344,000 and $1,720,000 for the periods
October 25, 1997 through December 31, 1997 and January 1, 1997
through October 24, 1997, respectively). On December 17, 1996,
Golden American contributed the $25,000,000 to First Golden
acquiring 200,000 shares of common stock (100% of outstanding
stock) of First Golden.

Stockholder's Equity:  On September 23, 1996, EIC Variable, Inc.
contributed $50,000,000 of Preferred Stock to the Companies'
additional paid-in capital. During 1998, Golden American received
$122,500,000 of capital contributions from its Parent.

11.  COMMITMENTS AND CONTINGENCIES

Contingent Liability:  In a transaction that closed on September
30, 1992, Bankers Trust acquired from Mutual Benefit, in
accordance with the terms of an Exchange Agreement, all of the
issued and outstanding capital stock of Golden American and DSI
and certain related assets for consideration with an aggregate
value of $13,200,000 and contributed them to BT Variable. The
transaction involved settlement of pre-existing claims of Bankers
Trust against Mutual Benefit. The ultimate value of these claims
has not yet been determined by the Superior Court of New Jersey
and, prior to August 13, 1996, was contingently supported by a
$5,000,000 note payable from Golden American and a $6,000,000
letter of credit from Bankers Trust. Bankers Trust estimated the
contingent liability due from Golden American amounted to $439,000
at August 13, 1996. At August 13, 1996, the balance of the escrow
account established to fund the contingent liability was
$4,293,000.

On August 13, 1996, Bankers Trust made a cash payment to Golden
American in an amount equal to the balance of the escrow account
less the $439,000 contingent liability discussed above. In
exchange, Golden American irrevocably assigned to Bankers Trust
all of Golden American's rights to receive any amounts to be
disbursed from the escrow account in accordance with the terms of
the Exchange Agreement. Bankers Trust also irrevocably agreed to
make all payments becoming due under the Golden American note and
to indemnify Golden American for any liability arising from the
note.

Reinsurance:  At December 31, 1998, the Companies had reinsurance
treaties with four unaffiliated reinsurers and one affiliated
reinsurer covering a significant portion of the mortality risks
under variable contracts. The Companies remain liable to the
extent reinsurers do not meet their obligations under the
reinsurance agreements. Reinsurance ceded in force for life
mortality risks were $111,552,000 and $96,686,000 at December 31,
1998 and 1997, respectively. At December 31, 1998, the Companies
have a net receivable of $7,470,000 for reserve credits,
reinsurance claims or other receivables from these reinsurers
comprised of $439,000 for claims recoverable from reinsurers,
$543,000 for a payable for reinsurance premiums and $7,574,000 for
a receivable from an unaffiliated reinsurer. Included in the
accompanying financial statements are net considerations to
reinsurers of $4,797,000, $326,000, $1,871,000, $875,000 and
$600,000 and net policy benefits recoveries of $2,170,000,
$461,000, $1,021,000, $654,000 and $1,267,000 for the year ended
December 31, 1998 and for the periods October 25, 1997 through
December 31, 1997, January 1, 1997 through October 24, 1997,
August 14, 1996 through December 31, 1996 and January 1, 1996
through August 13, 1996, respectively.

                                    102
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

11.  COMMITMENTS AND CONTINGENCIES (continued)

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The
accompanying financial statements are presented net of the effects
of the treaty which increased income by $1,022,000, $265,000,
$335,000, $10,000 and $56,000 for the year ended December 31, 1998
and for the periods October 25, 1997 through December 31, 1997,
January 1, 1997 through October 24, 1997, August 14, 1996 through
December 31, 1996 and January 1, 1996 through August 13, 1996,
respectively.

Guaranty Fund Assessments:  Assessments are levied against the
Companies by life and health guaranty associations in most states
in which the Companies are licensed to cover losses of
policyholders of insolvent or rehabilitated insurers. In some
states, these assessments can be partially recovered through a
reduction in future premium taxes. The Companies cannot predict
whether and to what extent legislative initiatives may affect the
right to offset. The associated cost for a particular insurance
company can vary significantly based upon its fixed account
premium volume by line of business and state premiums as well as
its potential for premium tax offset. The Companies have
established an undiscounted reserve to cover such assessments and
regularly reviews information regarding known failures and revises
its estimates of future guaranty fund assessments. Accordingly,
the Companies accrued and charged to expense an additional
$1,123,000 for the year ended December 31, 1998, $141,000 for the
period October 25, 1997 through December 31, 1997, $446,000 for
the period January 1, 1997 through October 24, 1997, $291,000 for
the period August 14, 1996 through December 31, 1996 and $480,000
for the period January 1, 1996 through August 13, 1996. At
December 31, 1998, the Companies have an undiscounted reserve of
$2,446,000 to cover estimated future assessments (net of related
anticipated premium tax credits) and has established an asset
totaling $586,000 for assessments paid which may be recoverable
through future premium tax offsets. The Companies believe this
reserve is sufficient to cover expected future guaranty fund
assessments, based upon previous premiums, and known insolvencies
at this time.

Litigation:  The Companies, like other insurance companies, may be
named or otherwise involved in lawsuits, including class action
lawsuits. In some class action and other lawsuits involving
insurers, substantial damages have been sought and/or material
settlement payments have been made. The Companies currently
believe no pending or threatened lawsuits exist that are
reasonably likely to have a material adverse impact on the
Companies.

Vulnerability from Concentrations:  The Companies have various
concentrations in its investment portfolio (see Note 3 for further
information). The Companies' asset growth, net investment income
and cash flow are primarily generated from the sale of variable
products and associated future policy benefits and separate
account liabilities. Substantial changes in tax laws that would
make these products less attractive to consumers and extreme
fluctuations in interest rates or stock market returns which may
result in higher lapse experience than assumed could cause a
severe impact to the Companies' financial condition. Two
broker/dealers generated 27% of the Companies' sales (53% by two
broker/dealers during 1997).

Leases:  The Companies lease their home office space, certain
other equipment and capitalized computer software under operating
leases which expire through 2018. During the year ended December
31, 1998 and for the periods October 25, 1997 through December 31,
1997, January 1, 1997 through October 24, 1997, August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996, rent expense totaled $1,241,000, $39,000, $331,000, $147,000
and $247,000, respectively. At December 31, 1998, minimum rental
payments due under all non-cancelable operating leases with
initial terms of one
                                    103
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

11.  COMMITMENTS AND CONTINGENCIES (continued)

year or more are: 1999 - $1,528,000; 2000 - $1,429,000; 2001 - $1,240,000;
2002 - $1,007,000; 2003 - $991,000 and 2004 and thereafter - $5,363,000.

Revolving Note Payable:  To enhance short-term liquidity, the
Companies have established a revolving note payable effective July
27, 1998 and expiring July 31, 1999 with SunTrust Bank, Atlanta
(the "Bank"). The note was approved by the Boards of Directors of
Golden American and First Golden on August 5, 1998 and September
29, 1998, respectively. The total amount the Companies may have
outstanding is $85,000,000, of which Golden American and First
Golden have individual credit sublimits of $75,000,000 and
$10,000,000, respectively. The note accrues interest at an annual
rate equal to: (1) the cost of funds for the Bank for the period
applicable for the advance plus 0.25% or (2) a rate quoted by the
Bank to the Companies for the advance. The terms of the agreement
require the Companies to maintain the minimum level of Company
Action Level Risk Based Capital as established by applicable state
law or regulation. During the year ended December 31, 1998, the
Companies incurred interest expense of $352,000. At December 31,
1998, the Companies did not have any borrowings under this
agreement.

                                    104
TABLE OF CONTENTS

      ITEM                                                PAGE
      Introduction                                           1
      Description of Golden American Life Insurance Company  1
      Safekeeping of Assets                                  1
      The Administrator                                      1
      Independent Auditors                                   1
      Distribution of Contracts                              1
      Performance Information                                2
      IRA Withdrawal Option                                  7
      Other Information                                      7
      Financial Statements of Separate Account B             7
      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. SEND THE FORM TO OUR CUSTOMER SERVICE CENTER AT THE ADDRESS
SHOWN ON THE PROSPECTUS COVER.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

               __________________________________________________
               NAME

               __________________________________________________
               SOCIAL SECURITY NUMBER

               __________________________________________________
               STREET ADDRESS

               __________________________________________________
               CITY, STATE, ZIP

106294  (02/00)

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
This page intentionally left blank.
APPENDIX A
                     CONDENSED FINANCIAL INFORMATION

Except for the Investors, Large Cap Value, All Cap and Managed Global
subaccounts which did not commenced operations as of December 31, 1998,
the following tables give (1) the accumulation unit value ("AUV"), (2)
the total number of accumulation units, and (3) the total accumulation
unit value, for each subaccount of Golden American Separate Account B
available under the Contract for the indicated periods.  The date on
which the subaccount became available to investors and the starting
accumulation unit value are indicated on the last row of each table.

LIQUID ASSET
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.33            1,185,641      $   16,985       |
| 1997       13.83              131,429           1,818       |
| 10/1/97    13.71                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.11              839,093       $  11,842       |
        | 1997       13.65               61,012             846       |
        | 10/1/97    13.53                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.88            2,967,968      $   41,195       |
                | 1997       13.44              298,288           4,009       |
                | 10/1/97    13.33                   --              --       |
                |-------------------------------------------------------------|

LIMITED MATURITY BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.77              633,316       $  10,620       |
| 1997       15.91               16,839             268       |
| 10/1/97    15.72                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.52              334,521        $  5,526       |
        | 1997       15.70               10,105             159       |
        | 10/1/97    15.52                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.25              910,113       $  14,787       |
                | 1997       15.47               12,557             195       |
                | 10/1/97    15.29                   --              --       |
                |-------------------------------------------------------------|

GLOBAL FIXED INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  13.09              187,670        $  2,456       |
| 1997       11.87                3,418              41       |
| 10/1/97    11.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $13.00               80,199          $1,043       |
        | 1997       11.81                  310               4       |
        | 10/1/97    11.93                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $12.92              180,373        $  2,330       |
                | 1997       11.75                6,455              76       |
                | 10/1/97    11.87                   --              --       |
                |-------------------------------------------------------------|

                                     A1
TOTAL RETURN
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.72            1,708,118       $  30,264       |
| 1997       16.02               54,291             874       |
| 10/1/97    16.10                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $17.60            1,404,222       $  24,713       |
        | 1997       16.02               25,888             415       |
        | 10/1/97    15.75                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $17.49            3,742,869       $  65,449       |
                | 1997       15.94              147,659           2,354       |
                | 10/1/97    15.68                   --              --       |
                |-------------------------------------------------------------|

EQUITY INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.94              257,646        $  5,652       |
| 1997       20.55               26,372             542       |
| 10/1/97    20.55                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.61              207,605        $  4,486       |
        | 1997       20.28               13,243             269       |
        | 10/1/97    20.29                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.26              713,431       $  15,164       |
                | 1997       19.97               35,002             699       |
                | 10/1/97    19.99                   --              --       |
                |-------------------------------------------------------------|

FULLY MANAGED
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  20.53              593,655       $  12,189       |
| 1997       19.66               36,852             725       |
| 10/1/97     9.49                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $20.23              512,203       $  10,361       |
        | 1997       19.40               28,440             552       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $19.90            1,673,484       $  33,294       |
                | 1997       19.11              108,003           2,064       |
                | 10/1/97    18.96                   --              --       |
                |-------------------------------------------------------------|

RISING DIVIDENDS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.61            1,802,632       $  40,757       |
| 1997       20.09               50,068           1,006       |
| 10/1/97    19.30                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.43            1,454,269       $  32,624       |
        | 1997       19.96               34,332             685       |
        | 10/1/97    19.19                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.22            4,169,562       $  92,659       |
                | 1997       19.81              169,648           3,360       |
                | 10/1/97    19.05                   --              --       |
                |-------------------------------------------------------------|

                                     A2
CAPITAL GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.01            1,393,674       $  23,707       |
| 1997       15.41              101,866           1,569       |
| 10/1/97    15.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.94            1,251,474       $  21,197       |
        | 1997       15.36              160,843           2,471       |
        | 10/1/97    15.95                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.87            2,660,020       $  44,867       |
                | 1997       15.32              246,159           3,772       |
                | 10/1/97    15.92                   --              --       |
                |-------------------------------------------------------------|

GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.29            1,521,473       $  24,792       |
| 1997       13.03               97,853           1,275       |
| 10/1/97    15.18                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.22              797,510       $  12,940       |
        | 1997       12.99               34,329             446       |
        | 10/1/97    15.14                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.16            2,265,343       $  36,602       |
                | 1997       12.96              226,700           2,938       |
                | 10/1/97    15.10                   --              --       |
                |-------------------------------------------------------------|

VALUE EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  18.31              491,538        $  8,998       |
| 1997       18.28               28,327             518       |
| 10/1/97    18.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $18.20              470,129        $  8,556       |
        | 1997       18.20               40,454             736       |
        | 10/1/97    18.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $18.06            1,161,575       $  20,974       |
                | 1997       18.09              117,054           2,117       |
                | 10/1/97    18.67                   --              --       |
                |-------------------------------------------------------------|

RESEARCH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.89            1,882,609       $  43,093       |
| 1997       18.87               58,635           1,106       |
| 10/1/97    19.33                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.73            1,664,084       $  37,830       |
        | 1997       18.77               29,908             561       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.59            3,504,785       $  79,977       |
                | 1997       18.67              154,878           2,892       |
                | 10/1/97    19.15                   --              --       |
                |-------------------------------------------------------------|

                                     A3
STRATEGIC EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.23              291,183       $   4,143       |
| 1997       14.31               13,199             189       |
| 10/1/97    14.14                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.16              162,917        $  2,307       |
        | 1997       14.26               15,985             228       |
        | 10/1/97    14.10                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $14.07              748,842       $  10,538       |
                | 1997       14.20               49,579             704       |
                | 10/1/97    14.04                   --              --       |
                |-------------------------------------------------------------|

CAPITAL APPRECIATION
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  24.50              552,738       $  13,542       |
| 1997       22.05               12,122             267       |
| 10/1/97    21.95                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $24.26              436,641        $ 10,591       |
        | 1997       21.87               20,531             449       |
        | 10/1/97    21.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $23.98              999,496       $  23,892       |
                | 1997       21.65               66,918           1,449       |
                | 10/1/97    21.57                   --              --       |
                |-------------------------------------------------------------|

MID-CAP GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.43              871,756       $  19,550       |
| 1997       18.52               35,953             666       |
| 10/1/97    18.94                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.31              523,815       $  11,688       |
        | 1997       18.45               13,732             253       |
        | 10/1/97    18.88                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.17            1,207,879       $  26,779       |
                | 1997       18.36               48,168             885       |
                | 10/1/97    18.79                   --              --       |
                |-------------------------------------------------------------|

SMALL CAP
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  15.37            1,029,412       $  15,820       |
| 1997       12.88               58,584             755       |
| 10/1/97    13.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $15.30              594,716        $  9,098       |
        | 1997       12.84               20,111             258       |
        | 10/1/97    13.82                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $15.23            1,273,236       $  19,390       |
                | 1997       12.81               99,963           1,280       |
                | 10/1/97    13.78                   --              --       |
                |-------------------------------------------------------------|

                                     A4
REAL ESTATE
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.74              196,372        $  4,270       |
| 1997       25.48               10,718             273       |
| 10/1/97    25.25                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.42              112,984        $  2,420       |
        | 1997       25.14                8,060             203       |
        | 10/1/97    24.92                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.07              408,418        $  8,604       |
                | 1997       24.76               44,523           1,102       |
                | 10/1/97    24.56                   --              --       |
                |-------------------------------------------------------------|

HARD ASSETS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.28               50,015         $   714       |
| 1997       20.57                4,291              88       |
| 10/1/97    24.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.07               33,342         $   469       |
        | 1997       20.29                4,830              98       |
        | 10/1/97    23.68                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.84              205,654        $  2,846       |
                | 1997       19.99               10,671             213       |
                | 10/1/97    23.34                   --              --       |
                |-------------------------------------------------------------|

DEVELOPING WORLD
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $ 7.28              131,499         $   958       |
| 2/19/98    10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $ 7.27               31,253         $   227       |
        | 2/19/98    10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $ 7.26              111,296         $   808       |
                | 2/19/98       --                   --              --       |
                |-------------------------------------------------------------|

PIMCO HIGH YIELD BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $10.08              872,132        $  8,791       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.07              424,746        $  4,277       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.06            1,487,999       $  14,969       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|

                                     A5
PIMCO STOCKSPLUS GROWTH AND INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $11.11              883,763        $  9,820       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $11.10              467,386        $  5,188       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $11.09            1,878,277       $  20,828       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|

INTERNATIONAL EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  10.29            1,067,090       $  10,979       |
| 1997        9.90               38,652             383       |
| 10/1/97    11.57                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.32              680,862        $  7,025       |
        | 1997        9.95               36,098             359       |
        | 10/1/97    11.62                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.27            1,736,702       $  17,844       |
                | 1997        9.92               72,955             724       |
                | 10/1/97    11.60                   --              --       |
                |-------------------------------------------------------------|

                                     A6
APPENDIX B

                  MARKET VALUE ADJUSTMENT EXAMPLES

`EXAMPLE #1: FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is requested
3 years into the guaranteed interest period; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 8%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $11,535

   Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $112,695 ( $124,230 - $11,535 ).

EXAMPLE #2: FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is requested
3 years into the guaranteed interest period; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^  2,555 / 365  - 1 ) = $4,141

   Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $124,230 ( $124,230 + $4,141 ).

EXAMPLE #3: WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a withdrawal of $112,695 is
requested 3 years into the guaranteed interest period; that the
then Index Rate ("J") for a 7 year guaranteed interest period is 8%;
and that no prior transfers or withdrawals affecting this Fixed
Interest Allocation have been made.

                                  B1
First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

   1. The contract value of the Fixed Interest Allocation on the date of
      withdrawal is $248,459
      ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      ( $112,695 / ( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $124,230

   Then calculate the Market Value Adjustment on that amount.

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $11,535

   Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $112,695 as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $112,695, and also reduced by the Market Value
Adjustment of $11,535, for a total reduction in the Fixed Interest Allocation
of $124,230.

EXAMPLE #4: WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate of 7%; that a withdrawal of $128,371 requested 3
years into the guaranteed interest period; that the then Index Rate ("J")
for a 7 year guaranteed interest period is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

   First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

   1. The contract value of Fixed Interest Allocation on the date of
      surrender is $248,459 ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      ( $128,371 / ( 1.07 / 1.0650 ) ^  2,555 / 365 ) = $124,230

   Then calculate the Market Value Adjustment on that amount

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^  2,555 / 365  - 1 ) = $4,141

   Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $128,371, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $128,371, but increased by the Market Value
Adjustment of $4,141, for a total reduction in the Fixed Interest Allocation
of $124,230.

                                  B2
APPENDIX C

             SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $10,000 and
additional premium payments of $10,000 in each of the second and third
contract years, for total premium payments under the Contract of $30,000.
It also assumes a withdrawal at the beginning of the fifth contract year
of 15% of the contract value of $35,000.

In this example, $3,500 ($35,000 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 $5,250 ($35,000 x .15).
Therefore, $1,750 ($5,250 - $3,500) is considered an excess withdrawal of
a part of the initial premium payment of $10,000 and would be subject to
a 7% surrender charge of $122.50 ($1,750 x .07).  This example does not
take into account any Market Value Adjustment or deduction of any premium
taxes.

                                  B2
ING VARIABLE ANNUITIES

                 GOLDEN AMERICAN LIFE INSURANCE COMPANY
 Golden American Life Insurance Company is a stock company domiciled in
                                Delaware

106294   02/00
FORM TWO
                               VERSION B
PROFILE AND PROSPECTUS OF
                     GOLDENSELECT GALAXY-DB/R/
ING VARIABLE ANNUITIES
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

                              PROFILE OF
                     GOLDENSELECT PREMIUM PLUS/R/
                     FEATURING THE GALAXY VIP FUND
                  FIXED AND VARIABLE ANNUITY CONTRACT
                          FEBRUARY 1, 2000

This Profile is a summary of some of the more important points that
you should know and consider before purchasing the Contract.  The
Contract is more fully described in the full prospectus which
accompanies this Profile.  Please read the prospectus carefully.

1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and Golden American
Life Insurance Company.  It is offered exclusively to customers of
Fleet Financial Group, Inc. and its affiliates.  The Contract features
a minimum 4% credit to each premium you pay.  The Contract provides a
means for you to invest on a tax-deferred basis in (i) one or more of
30 mutual fund investment portfolios through our Separate Account B
and/or (ii) in a fixed account of Golden American with guaranteed
interest periods. The 30 mutual fund portfolios are listed on page 3
below.  We currently offer guaranteed interest periods of 6 months. 1,
3, 5, 7 and 10 years in the fixed account.  We set the interest rates
in the fixed account (which will never be less than 3%) periodically.
We may credit a different interest rate for each interest period.  The
interest you earn in the fixed account as well as your principal is
guaranteed by Golden American as long as you do not take your money
out before the maturity date for the applicable interest period. If
you withdraw your money from the fixed account more than 30 days
before the applicable maturity date, we will apply a market value
adjustment.  A market value adjustment could increase or decrease your
contract value and/or the amount you take out.  Generally, the
investment portfolios are designed to offer a better return than the
fixed account.  However, this is NOT guaranteed.  You may not make any
money and can even lose the money you invest.

Subject to state availability, you may elect one of three optional
riders offering specified benefits featured in the prospectus for the
Contract.  The three optional benefit riders are listed on page [10]
below.  The optional benefit riders can provide protection in the
event that unfavorable investment performance has lowered your
contract value below certain targeted growth.  These riders do
not guarantee the performance of your investment portfolios.
Separate charges are assessed for the optional riders.  You
should carefully analyze and completely evaluate each rider before
you purchase any.  Be aware that the benefit provided by any of the
riders will be affected by certain later actions you may take - such
as withdrawals and transfers.  The riders are not available to Contracts
issued before January 1, 2000.  To find out about availability, check
with our Customer Service Center.

The Contract, like all deferred variable annuity contracts, has two
phases: the accumulation phase and the income phase.  The accumulation
phase is the period between the contract date and the date on which
you start receiving the annuity payments under your Contract.  The
amounts you accumulate during the

                                                       PREMIUM PLUS PROFILE
                                                       PROSPECTUS BEGINS AFTER
                                                       PAGE [9] OF THIS PROFILE
accumulation phase will determine
the amount of annuity payments you will receive.  The income phase
begins on the annuity start date which is the date you start receiving
regular annuity payments from your Contract.

You determine (1) the amount and frequency of premium payments, (2)
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:

                            ANNUITY OPTIONS

Option 1   Income for a  Payments are made for a specified number of
           fixed period  years to you or your beneficiary.
Option 2   Income for    Payments are made for the rest of your life
           life with a   or longer for a specified period such as 10
           period        or 20 years or until the total amount used to
           certain       buy this option has been repaid. This option
                         comes with an added guarantee that payments
                         will continue to your beneficiary for the
                         remainder of such period if you should die
                         during the period.
Option 3   Joint life    Payments are made for your life and the life
           income        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.  If variable and subject to the
Investment Company Act of 1940, it will comply with the requirements of such
Act.  Once you elect an annuity option and begin to receive payments, it
cannot be changed.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or
more ($1,500 for a qualified Contract) up to and including age 85.
You may make additional payments of $500 or more ($250 for a qualified
Contract) at any time before you turn 85 during the accumulation
phase.  Under certain circumstances, we may waive the minimum initial
and additional premium payment requirement.  Any initial or additional
premium payment that would cause the contract value of all annuities
that you maintain with us to exceed $1,000,000 requires our prior
approval.  Each time you make a premium payment, we will add a credit
of at least 4% of each premium payment to your contract value.  Within
1 year after any credit is added, it may be deducted from your contract
value under certain circumstances which are described in the prospectus
for the Contract.  After 1 year, a credit added to your contract value
becomes permanent.

Who may purchase this Contract?  Contracts offered by the prospectus
accompanying this Profile are available only to customers of Fleet
Financial Group, Inc. and its affiliates.  The Contract may be
purchased by individuals as part of a personal retirement plan (a "non-
qualified Contract"), or as a

                                                        PREMIUM PLUS PROFILE
                                   2
Contract that qualifies for special tax
treatment when purchased as either an Individual Retirement Annuity
(IRA) or in connection with a qualified retirement plan (each a
"qualified Contract").

The Contract is designed for people seeking long-term tax-deferred
accumulation of assets, generally for retirement or other long-term
purposes.  The tax-deferred feature is more attractive to people in
high federal and state tax brackets.  You should not buy this Contract
if you are looking for a short-term investment or if you cannot risk
getting back less money than you put in.

4.   THE INVESTMENT PORTFOLIOS
You can direct your money, and the credit we add, into (1) the fixed
account with guaranteed interest periods of 6 months, and 1, 3, 5, 7
and 10 years, and/or (2) into any one or more of the following 30
mutual fund investment portfolios through our Separate Account B.  The
investment portfolios are described in the prospectuses for The GCG
Trust, The Galaxy VIP Fund, the PIMCO Variable Insurance Trust and the
Warburg Pincus Trust.  Keep in mind that while an investment in the
fixed account earns a fixed interest rate, an investment in any
investment portfolio, depending on market conditions, may cause you to
make or lose money.  The investment portfolios available under your
Contract are:
THE GCG TRUST
     Liquid Asset Series            Rising Dividends Series    Mid-Cap Growth Series
     Limited Maturity Bond Series   Capital Growth Series      Strategic Equity Series
     Global Fixed Income Series     Growth Series              Small Cap Series
     Total Return Series            Value Equity Series        Real Estate Series
     Fully Managed Series           Research Series            Hard Assets Series
     Equity Income Series           Managed Global             Developing World Series
     Investors Series               All Cap Series
     Large Cap Value Series         Capital Appreciation Series

  THE GALAXY VIP FUND
     Equity Fund                    Small Company Growth Fund   High Quality Bond Fund
     Growth and Income Fund         Asset Allocation Fund

  THE PIMCO TRUST
     PIMCO High Yield Bond Portfolio
     PIMCO StocksPLUS Growth and Income Portfolio

  THE WARBURG PINCUS TRUST
     International Equity Portfolio
5.   EXPENSES
The Contract has insurance features and investment features, and there
are charges related to each.  For the insurance features, the Company
deducts a mortality and expense risk charge, an asset-based
administrative charge and an annual contract administrative charge of
$40.  We deduct the mortality and expense risk charge and the asset-
based administrative charges daily directly from your contract value
in the investment portfolios.  The mortality and expense risk charge
(depending on the death benefit you choose) and the asset-based
administrative charge, on an annual basis, are as follows:

                                                        PREMIUM PLUS PROFILE
                                   3
STANDARD                 ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET  7% SOLUTION      MAX 7
Mortality & Expense Risk Charge       1.30%              1.45%         1.65%         1.75%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%         0.15%
                                          -----              -----         -----         -----
       Total                              1.45%              1.60%         1.80%         1.90%
If you choose to purchase one of the optional benefit riders we offer,
we will deduct a separate quarterly charge for the rider on each
quarterly contract anniversary and pro rata when the rider terminates.
We deduct the rider charges directly from your contract value in the
investment portfolios; if the value in the investment portfolios
is insufficient, rider charges will be deducted from the fixed
account.  The rider charges are as follows:

  OPTIONAL BENEFIT RIDER CHARGES

  Minimum Guaranteed Accumulation Benefit (MGAB) rider
       Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year............0.125% of the MGAB Charge Base* (0.50% annually)
       20 Year............0.125% of the MGAB Charge Base  (0.50% annually)

  Minimum Guaranteed Income Benefit (MGIB) rider
       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% ................0.05% of the MGIB Base* (0.20% annually)
       3%.................0.08% of the MGIB Base  (0.32% annually)
       5%.................0.10% of the MGIB Base  (0.40% annually)
       6%.................0.15% of the MGIB Base  (0.60% annually)
       7%.................0.125% of the MGIB Base (0.50% annually)

  Minimum Guaranteed Withdrawal Benefit (MGWB) rider
       Quarterly Charge
       ----------------
       0.125% of the MGWB Eligible Payment Amount* (0.50% annually)

  * See prospectus for a description.

Each investment portfolio has charges for investment management fees
and other expenses.  These charges, which vary by investment
portfolio, currently range from 0.59% to 1.83% annually (see following
table) of the portfolio's average daily net asset balance.

If you withdraw money from your Contract, or if you begin receiving
annuity payments, we may deduct a premium tax of 0%-3.5% to pay to
your state.

                                                        PREMIUM PLUS PROFILE
                                  4
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 year is 10% of your contract value on the
date of the withdrawal less any prior withdrawals during that 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 withdrawn.

  COMPLETE YEARS ELAPSED     0  | 1  | 2  | 3  | 4  | 5  | 6  | 7  | 8  |  9+
     SINCE PREMIUM PAYMENT      |    |    |    |    |    |    |    |    |
  SURRENDER CHARGE           8% | 8% | 8% | 8% | 7% | 6% | 5% | 3% | 1% |  0%

The following table is designed to help you understand the Contract
charges.  The "Total Annual Insurance Charges" column is divided into
two: one part reflects the maximum mortality and expense risk charge,
the asset-based administrative charge, the annual contract administrative
charge as 0.05% (based on an average contract value of $80,000) and
the highest optional rider charge as 0.75% in most cases, assuming
the rider base is equal to the initial premium and the rider base
increases by 7% each year.  (Note, however, for the Liquid Asset and
Limited Maturity Bond portfolios,
the rider charge is equal to 0.50% because the base for the rider
accumulates at the assumed net rate, not 7%.)  The second part
reflects the same insurance charges but without any rider charges.
The "Total Annual Investment Portfolio Charges" column reflects the
portfolio charges for each portfolio and are based on actual expenses
as of December 31, 1998, except for (i) portfolios that commenced
operations during 1998 where the charges have been estimated, and
(ii) the newly formed portfolios where the charges have been
estimated.  The column "Total Annual Charges" reflects the sum of the
previous two columns.  The columns under the heading "Examples" show
you how much you would pay under the Contract for a 1-year period and
for a 10-year period.

As required by the SEC, the examples assume that you invested $1,000
and received a $40 credit 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 Max 7 Enhanced Death
Benefit.  For these examples, the premium tax is assumed to be 0%.

                                                        PREMIUM PLUS PROFILE
                                   5
Examples:
                          Total Annual                 Total Annual       Total Charges at the end of:
                        Insurance Charges                Charges            1 Year           10 Years
                        -----------------             -------------     --------------    --------------
                        w/the     w/o     Total       w/the    w/o      w/the    w/o      w/the    w/o
                        Highest   any     Investment  Highest  any      Highest  any      Highest  any
                        Rider     Rider   Portfolio   Rider    Rider    Rider    Rider    Rider    Rider
Investment Portfolio    Charge    Charge  Charges     Charge   Charge   Charge   Charge   Charge   Charge
--------------------    ------    ------  ----------  ------   ------   ------   ------   ------   ------
THE GCG TRUST
Liquid Asset            2.75%     1.95%   0.59%       3.34%    2.54%    $115     $107     $383     $299
Limited Maturity Bond   2.75%     1.95%   0.60%       3.35%    2.55%    $115     $107     $384     $300
Global Fixed Income     3.13%     1.95%   1.60%       4.73%    3.55%    $129     $117     $499     $397
Total Return            3.13%     1.95%   0.97%       4.10%    2.92%    $123     $111     $446     $337
Fully Managed           3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Equity Income           3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Investors               3.13%     1.95%   1.01%       4.14%    2.96%    $123     $111     $450     $341
Large Cap Value         3.13%     1.95%   1.01%       4.14%    2.96%    $123     $111     $450     $341
Rising Dividends        3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Capital Growth          3.13%     1.95%   1.08%       4.21%    3.03%    $124     $112     $456     $348
Growth                  3.13%     1.95%   1.09%       4.22%    3.04%    $124     $112     $456     $349
Value Equity            3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Research                3.13%     1.95%   0.94%       4.07%    2.89%    $123     $110     $443     $334
Managed Global          3.13%     1.95%   1.26%       4.39%    3.21%    $126     $114     $471     $365
All Cap                 3.13%     1.95%   1.01%       4.14%    2.96%    $123     $111     $450     $341
Capital Appreciation    3.13%     1.95%   0.98%       4.11%    2.93%    $123     $111     $447     $338
Mid-Cap Growth          3.13%     1.95%   0.95%       4.08%    2.90%    $123     $110     $444     $335
Strategic Equity        3.13%     1.95%   0.99%       4.12%    2.94%    $123     $111     $448     $339
Small Cap               3.13%     1.95%   0.99%       4.12%    2.94%    $123     $111     $448     $339
Real Estate             3.13%     1.95%   0.99%       4.12%    2.94%    $123     $111     $448     $339
Hard Assets             3.13%     1.95%   1.00%       4.13%    2.95%    $123     $111     $449     $340

Developing World        3.13%     1.95%   1.83%       4.96%    3.78%    $132     $120     $517     $418

THE GALAXY VIP FUND
Equity                  3.13%     1.95%   1.05%       4.18%    3.00%    $124     $112     $453     $345
Growth and Income       3.13%     1.95%   1.50%       4.63%    3.45%    $128     $116     $491     $388
Small Company Growth    3.13%     1.95%   1.60%       4.73%    3.55%    $129     $117     $499     $397
Asset Allocation        3.13%     1.95%   1.07%       4.20%    3.02%    $124     $112     $455     $347
High Quality Bond       3.13%     1.95%   0.90%       4.03%    2.85%    $122     $110     $440     $330

THE PIMCO TRUST
PIMCO High Yield Bond   3.13%     1.95%   0.75%       3.88%    2.70%    $121     $108     $427     $315
PIMCO StocksPLUS
  Growth and Income     3.13%     1.95%   0.65%       3.78%    2.60%    $120     $107     $418     $305

THE WARBURG PINCUS TRUST
International Equity    3.13%     1.95%   1.33%       4.46%    3.28%    $127     $114     $477     $372
The "Total Annual Investment Portfolio Charges" column above reflects
current expense reimbursements for applicable investment portfolios.
The 1 Year examples above include an 8% surrender charge.  For more
detailed information, see "Fees and Expenses" in the prospectus for the
Contract.

                                                        PREMIUM PLUS PROFILE
                                   6
6.   TAXES
Under a qualified Contract, your premiums are generally pre-tax
contributions and accumulate on a tax-deferred basis.  Premiums and
earnings are generally taxed as income when you make a withdrawal or
begin receiving annuity payments, presumably when you are in a lower
tax bracket.

Under a non-qualified Contract, premiums are paid with after-tax
dollars, and any earnings will accumulate tax-deferred.  You will be
taxed on these earnings, but not on premiums, when you withdraw them
from the Contract.

For owners of most qualified Contracts, when you reach age 70 1/2 (or,
in some cases, retire), you will be required by federal tax laws to
begin receiving payments from your annuity or risk paying a penalty
tax.  In those cases, we can calculate and pay you the minimum
required distribution amounts at your request.

If you are younger than 59 1/2 when you take money out, in most cases,
you will be charged a 10% federal penalty tax on the taxable earnings
withdrawn.

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase.
You may elect in advance to take systematic withdrawals which are
described on page [12].  Withdrawals above the free withdrawal amount
may be subject to a surrender charge.  We will apply a market value
adjustment if you withdraw your money from the fixed account more than
30 days before the applicable maturity date.  Income taxes and a
penalty tax may apply to amounts withdrawn.

8.   PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose.  The following chart shows
average annual total return for each portfolio that was in operation
for the entire year of 1998.  These numbers reflect the deduction of
the mortality and expense risk charge (based on the Max 7
Enhanced Death Benefit), the asset-based administrative charge, the
annual contract fee and the maximum optional benefit rider charge on a
rider base that accumulates at 7%, but do not reflect deductions for
surrender charges, if any.  If surrender charges were reflected, they
would have the effect of reducing performance.  Please keep in mind
that past performance is not a guarantee of future results.

                                                        PREMIUM PLUS PROFILE
                                  7
CALENDAR YEAR
     INVESTMENT PORTFOLIO                                   1998
     Managed by A I M  Capital Management, Inc.
       Capital Appreciation(1)                                 %
       Strategic Equity(2)                                     %
     Managed by Alliance Capital Management L.P.
       Capital Growth(2)                                       %
     Managed by Baring International Investment Limited
       Developing World(2)                                     %
       Global Fixed Income                                     %
       Hard Assets(2)                                          %
     Managed by Capital Guardian Trust Company
       Large Cap Value                                         %
       Managed Global(3)                                       %
       Small Cap(3)                                            %
     Managed by Eagle Asset Management, Inc.
       Value Equity                                            %
     Managed by EII Realty Securities, Inc.
       Real Estate                                             %
     Managed by ING Investment Management, LLC
       Limited Maturity Bond                                   %
       Liquid Asset                                            %
     Managed by Janus Capital Corporation
       Growth(2)                                               %
     Managed by Kayne Anderson Investment Management, LLC
       Rising Dividends                                        %
     Managed by Massachusetts Financial Services Company
       Mid-Cap Growth                                          %
       Research                                                %
       Total Return                                            %
     Managed by T. Rowe Price Associates, Inc.
       Equity Income(2)                                        %
       Fully Managed                                           %
     Managed by Fleet Investment Advisors Inc.
       Asset Allocation Fund                                   %
       Equity Fund                                             %
       Growth and Income Fund                                  %
       High Quality Bond Fund                                  %
       Small Company Growth Fund                               %
     Managed by Pacific Investment Mangement Company
       PIMCO High Yield Bond                                   %
       PIMCO StocksPlus Growth and Income                      %
     Managed by Credit Suisse Asset Management, LLC
       International Equity                                    %
          ___________________
      (1)Prior to April 1, 1999, a different firm managed the
         Portfolio.
      (2)Prior to March 1, 1999, a different firm managed the Portfolio.
      (3)Prior to February 1, 2000, a different firm managed the
         Portfolio.

9.   DEATH BENEFIT
You may choose (i) the Standard Death Benefit, (ii) the 7% Solution
Enhanced Death Benefit, (iii) the Annual Ratchet Enhanced Death
Benefit or (iv) the Max 7 Enhanced Death Benefit.  The 7%
Solution Enhanced Death Benefit, the Annual Ratchet Enhanced Death
Benefit and the Enhanced Max 7 Death Benefit are available only
if the contract owner or the annuitant (if the contract owner is not an
individual) is not more than 79 years old at the time of purchase. The
7% Solution, Annual Ratchet and Max 7 Enhanced Death Benefits
may not be available where a Contract is held by joint owners.

The death benefit is payable when the first of the following persons
die: the contract owner, joint owner, or annuitant (if a contract
owner is not an individual).  Assuming you are the contract owner, if
you die during the accumulation phase, your beneficiary will receive a
death benefit unless the beneficiary is your surviving spouse and
elects to continue the Contract.  The death benefit paid depends on
the death benefit you have chosen.  The death benefit value is
calculated at the close of the business day on which we receive
written notice and due proof of death, as well as required claim
forms, at our Customer Service Center.  If your beneficiary elects to
delay receipt of the death benefit until a date after the time

                                                        PREMIUM PLUS PROFILE
                                  8
of your death, the amount of the benefit payable in the future may be
affected.  If you die after the annuity start date and you are the
annuitant, your beneficiary will receive the death benefit you chose
under the annuity option then in effect.

The death benefit may be subject to certain mandatory distribution
rules required by federal tax law.

Under the STANDARD DEATH BENEFIT, if you die before the annuity start
date, your beneficiary will receive the greatest of:

     1)the contract value minus any credits added within 1 year prior
       to death;
     2)the total premium payments made under the Contract
       reduced by a pro rata adjustment for any withdrawal;
     3)the cash surrender value;
     4)the total premium payments plus credits made under the Contract
       reduced by a pro rata adjustment for any withdrawals,  minus
       any credits added within 1 year prior to death.

Under the 7% SOLUTION ENHANCED DEATH BENEFIT, if you die before the
annuity start date, your beneficiary will receive the greatest of:

     1)the contract value minus any credits added within 1 year prior
       to death;
     2)the total premium payments made under the Contract reduced by a
       pro rata adjustment for any withdrawals;
     3)the cash surrender value; or
     4)the enhanced death benefit minus any credits added within 1
       year prior to death, which we determine as follows: we credit
       interest each business day at the 7% annual effective rate to
       the enhanced death benefit from the preceding day (which would
       be the initial premium and the credit added if the preceding
       day is the contract date), then we add additional premiums
       paid and credits added since the preceding day, then we adjust
       for any withdrawals (including any market value adjustment
       applied to such withdrawal and any associated surrender
       charges) since the preceding day.  Special withdrawals are
       withdrawals of up to 7% per year of cumulative premiums and
       premium credits.  Special withdrawals shall reduce the 7%
       Solution Benefit by the amount of contract value withdrawn.
       For any withdrawals in excess of the amount available as a
       special withdrawal, pro rata adjustment to the death benefit
       is made.  The maximum enhanced death benefit is 3 times all
       premium payments and credits added, adjusted to reflect
       withdrawals.  Each accumulated initial or additional premium
       payment and credit will continue to grow at the 7% annual
       effective rate until reaching the maximum enhanced death
       benefit or attained age 80 of the Owner, if earlier.

          Note for current Special Funds:  The actual interest rate
          used for calculating the 7% Solution Enhanced Death Benefit
          for the Liquid Asset and Limited Maturity Bond investment
          portfolios and the Fixed Account, will be the lesser of
          (1) 7% and (2) the interest rate, positive or negative,
          providing a yield on the Guaranteed Death Benefit equal to
          the net return for the current valuation period on the
          contract value allocated to Special Funds.  We may, with
          30 days notice to you, designate any fund as a Special
          Fund on existing contracts with respect to new premiums
          added to such fund and also with respect to new transfers
          to such funds.

Under the ANNUAL RATCHET ENHANCED DEATH BENEFIT, if you die before the
annuity start date, your beneficiary will receive the greatest of:

                                                        PREMIUM PLUS PROFILE
                                   9
1)the contract value minus any credits added within 1 year prior
       to death;
     2)the total premium payments made under the Contract
       reduced by a pro rata adjustment for any withdrawal;
     3)the cash surrender value; or
     4)the enhanced death benefit minus any credits added within 1
       year prior to death, which is determined as follows: On each
       contract anniversary that occurs on or before the contract
       owner turns age 80, 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 and credit
       added if the preceding day is the contract date), then we add
       additional premiums paid and credits added since the preceding
       day, and then we adjust for any withdrawals on a pro rata
       basis, (including any market value adjustment applied to such
       withdrawal and any associated surrender charges) since the
       preceding day.  That amount becomes the new enhanced death
       benefit.

Under the MAX 7 ENHANCED DEATH BENEFIT, if you die before the
annuity start date, your beneficiary will receive the greater of the
7% Solution and the Annual Ratchet Enhanced Death Benefit.

Under this benefit option, the 7% Solution Enhanced Death Benefit
and the Annual Ratchet Benefit are calculated in the same
manner as if each were the elected benefit.

          Note: In all cases described above, the amount of the death
          benefit could be reduced by premium taxes owed and
          withdrawals not previously deducted.  The enhanced death
          benefits may not be available in all states.

10.  OTHER INFORMATION
  FREE LOOK.  If you cancel the Contract within 10 days after you
receive it, you will receive a refund of the adjusted contract value.
We determine your contract value at the close of business on the day
we receive your written refund request.  For purposes of the refund
during the free look period, (i) we adjust your contract value for any
market value adjustment (if you have invested in the fixed account),
(ii) then we exclude any credit initially applied, and (iii) then we
include a refund of any charges deducted from your contract value.
Because of the market risks associated with investing in the
portfolios and the potential positive or negative effect of the market
value adjustment, the contract value returned may be greater or less
than the premium payment you paid.  Some states require us to return
to you the amount of the paid premium, excluding any credit (rather
than the contract value) in which case you will not be subject to
investment risk during the free look period.  Also, in some states,
you may be entitled to a longer free look period.

  TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT.  You
can make transfers among your investment portfolios and your
investment in the fixed account as frequently as you wish without any
current tax implications.  The minimum amount for a transfer is $100.
There is currently no charge for transfers, and we do not limit the
number of transfers allowed.  The Company may, in the future, charge a
$25 fee for any transfer after the twelfth transfer in a contract year
or limit the number of transfers allowed.  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.  Transfers between Special Funds and other investment
portfolios will result in a transfer of

                                                        PREMIUM PLUS PROFILE
                                   10
the Guaranteed Death Benefit
in proportion to the account value transferred.  In cases where more
than one Guaranteed Death Benefit exists because of such transfers,
each death benefit will be combined to calculate the total death
benefit.

  NO PROBATE.  In most cases, when you die, the person you chose as
your beneficiary will receive the death benefit without going through
probate.  See "Federal Tax Considerations - Taxation of Death Benefit
Proceeds" in the prospectus for the Contract.

  OPTIONAL RIDERS.  Subject to state availability, you may purchase
one of three optional benefit riders for an additional charge.  You may
not add more than one of these three riders to your Contract.  There
are separate charges for each rider.  Once elected, the riders generally
may not be cancelled.  This means once added the rider may not be removed
and charges will be assessed regardless of the performance of your
Contract.

  Minimum Guaranteed Accumulation Benefit (MGAB) Rider.  The MGAB is
an optional benefit which offers you the ability to receive a one-time
adjustment to your contract value in the event your contract value on
a specified date is below the MGAB rider guarantee.  When added at issue,
the MGAB rider guarantees that your contract value will at least equal
your initial premium payment plus credits at the end of ten years, or,
at least equal two times your initial premium payment plus credits at the
end of twenty years, depending on the waiting period you select, reduced
pro rata for withdrawals and certain transfers.  The MGAB rider offers a
ten-year option and a twenty-year option, of which you may purchase only
one.  Withdrawals and certain transfers may reduce the guarantee by more
than the amount withdrawn or transferred.  The MGAB rider may offer you
protection in the event of a lower contract value that may result from
unfavorable investment performance of your Contract. There are exceptions,
conditions, eligibility requirements, and important considerations
associated with the MGAB rider.  You should read the prospectus for more
complete information.

  Minimum Guaranteed Income Benefit (MGIB) Rider.  The MGIB rider is
an optional benefit which guarantees a minimum amount of income that
will be available to you upon annuitization, regardless of fluctuating
market conditions.  Ordinarily, the amount of income that will be
available to you upon annuitization is based upon your contract value,
the annuity option you selected and the guaranteed or then current
income factors in effect.  If you purchase the MGIB rider, the minimum
amount of income that will be available to you upon annuitization on the
MGAB Benefit Date is the greater of the amounts that are ordinarily
available to you under your Contract and the MGIB annuity benefit,
which is based on your MGIB Base, the MGIB annuity option you selected
and the MGIB guaranteed income factors specified in your rider.  Your
MGIB Base generally depends on the amount of premiums you payduring the
first five contract years after you purchase the rider, the credit(s)
applied, and when you pay the premiums, accumulated at the MGIB rate,
less adjustments for withdrawals and transfers.  There are exceptions,
conditions, eligibility requirements, and important considerations
associated with the MGIB rider.  You should read the prospectus for
more complete information.

     Minimum Guaranteed Withdrawal Benefit (MGWB) Rider.  The MGWB
rider is an optional benefit which guarantees that if your contract
value is reduced to zero you will receive annual periodic payments,
when added together, equal to all premium payments and credits paid
during the first  two contract years, less adjustments for any prior
withdrawals. If your contract value is reduced to zero, your periodic
payments will be 7% of your Eligible Payment Amount every year.
(Of course, any applicable income and penalty taxes will apply
to amounts received.)  Your original Eligible Payment Amount is
your premium payments and credits received during the first two
contract years.  Withdrawals that you make in excess of the above
periodic payment amount may substantially reduce the guarantee.
There are exceptions, conditions, eligibility requirements, and
important considerations associated with the MGWB rider. You
should read the prospectus for more information.

                                                        PREMIUM PLUS PROFILE
                                   11
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.  It 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 surrender charge.  Withdrawals from your money in
the fixed account under this program are not subject to a market
value adjustment.  Of course, any applicable income and penalty
taxes will apply on amounts withdrawn.

   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 profile and the
prospectus, please contact us at:

  CUSTOMER SERVICE CENTER
  P.O. BOX 2700
  WEST CHESTER, PENNSYLVANIA  19380
  (800) 366-0066

or your registered representative.

                                                        PREMIUM PLUS PROFILE
                                   12
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

                          FEBRUARY 1, 2000
      DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
      GOLDENSELECT PREMIUM PLUS/R/ FEATURING THE GALAXY VIP FUND

This prospectus describes GoldenSelect Premium Plus/R/, a group and
individual deferred variable annuity contract (the "Contract") offered
by Golden American Life Insurance Company (the "Company," "we" or
"our").  The Contract is available in connection with certain
retirement plans that qualify for special federal income tax treatment
("qualified Contracts") as well as those that do not qualify for such
treatment ("non-qualified Contracts").

The Contract provides a means for you to invest your premium payments
and credits in one or more of 30 mutual fund investment portfolios.
You may also allocate premium payments and credits to our Fixed
Account with guaranteed interest periods.  Your contract value will
vary daily to reflect the investment performance of the investment
portfolio(s) you select and any interest credited to your allocations
in the Fixed Account.  The investment portfolios available under your
Contract and the portfolio managers are:

  A I M CAPITAL MANAGEMENT, INC.
    Capital Appreciation Series
    Strategic Equity Series
  ALLIANCE CAPITAL MANAGEMENT L.P.
    Capital Growth Series
  BARING INTERNATIONAL INVESTMENT
    LIMITED (AN AFFILIATE)
    Developing World Series
    Global Fixed Income Series
    Hard Assets Series
  CAPITAL GUARDIAN TRUST COMPANY
    Large Cap Value Series
    Managed Global Series
    Small Cap Series
  EAGLE ASSET MANAGEMENT, INC.
    Value Equity Series
  EII REALTY SECURITIES, INC.
    Real Estate Series
  ING INVESTMENT MANAGEMENT, LLC
    (AN AFFILIATE)
    Limited Maturity Bond Series
    Liquid Asset Series
  JANUS CAPITAL CORPORATION
    Growth Series
  KAYNE ANDERSON INVESTMENT
    MANAGEMENT, LLC
    Rising Dividends Series
  MASSACHUSETTS FINANCIAL
    SERVICES COMPANY
    Mid-Cap Growth Series
    Research Series
    Total Return Series
  SALOMON BROTHERS ASSET
    MANAGEMENT, INC
    All Cap Series
    Investors Series
  T. ROWE PRICE ASSOCIATES, INC.
    Equity Income Series
    Fully Managed Series
  FLEET INVESTMENT ADVISORS INC.
    Asset Allocation Fund
    Equity Fund
    Growth and Income Fund
    High Quality Bond Fund
    Small Company Growth Fund
  PACIFIC INVESTMENT MANAGEMENT
    COMPANY
    PIMCO High Yield Bond
      Portfolio
    PIMCO StocksPLUS Growth and
      Income Portfolio
  CREDIT SUISSE ASSET MANAGEMENT, LLC
    International Equity Portfolio

The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B.  We refer to the
divisions as "subaccounts" and the money you place in the Fixed
Account's guaranteed interest periods as "Fixed Interest Allocations"
in this prospectus.

We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest.  We set the interest rates periodically.  We will not set
the interest rate to be less than a minimum annual rate of 3%.  You
may choose guaranteed interest periods of 6 months, and 1, 3, 5, 7 and
10 years.  The interest earned on your money as well as your principal
is guaranteed as long as you hold them until the maturity date. If you
take your money out from a Fixed Interest Allocation more than 30 days
before the applicable maturity date, we will apply a market value
adjustment ("Market Value Adjustment").  A Market Value Adjustment
could increase or decrease your contract value and/or the amount you
take out.  You bear the risk that you may receive less than your
principal if we take a Market Value Adjustment.  For Contracts sold in
some states, not all Fixed Interest Allocations or subaccounts are
available.  You have a right to return a Contract within 10 days after
you receive it for a for a refund of the adjusted contract value less credits
we added (which may be more or less than the premium payments you paid),
or if required by your state, the original amount of your premium
payment.  Longer free look periods apply in some states and in
certain situations.

This prospectus provides information that you should know before
investing and should be kept for future reference. A Statement of
Additional Information, dated February 1, 2000, has been filed with
the Securities and Exchange Commission ("SEC").  It is available
without charge upon request.  To obtain a copy of this document, write
to our Customer Service Center at P.O. Box 2700, West Chester,
Pennsylvania 19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov).  The table of contents of the 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 SUBACCOUNTS THROUGH THE GCG TRUST, THE GALAXY VIP FUND,
THE PIMCO TRUST
OR THE WARBURG PINCUS TRUST IS NOT A BANK DEPOSIT AND IS NOT INSURED
OR GUARANTEED BY ANY BANK OR BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE
GCG TRUST, THE GALAXY VIP FUND, THE PIMCO TRUST AND THE WARBURG PINCUS
TRUST.
TABLE OF CONTENTS

                                                                        PAGE
     Index of Special Terms
     Fees and Expenses
     Performance Information
        Accumulation Unit
        Net Investment Factor
        Condensed Financial Information
        Financial Statements
        Performance Information
     Golden American Life Insurance Company
     The Trusts
     Golden American Separate Account B
     The Investment Portfolios
        Investment Objectives
        Investment Management Fees
     The Fixed Interest Allocation
        Selecting a Guaranteed Interest Period
        Guaranteed Interest Rates
        Transfers from a Fixed Interest Allocation
        Withdrawals from a Fixed Interest Allocation
        Market Value Adjustment
     The Annuity Contract
        Contract Date and Contract Year
        Annuity Start Date
        Contract Owner
        Annuitant
        Beneficiary
        Purchase and Availability of the Contract
        Crediting of Premium Payments
        Additional Credit to Premium
        Contract Value
        Cash Surrender Value
        Surrendering to Receive the Cash Surrender Value
        Addition, Deletion or Substitution of Subaccounts and Other
     Changes
        The Fixed Account
        Optional Riders
          Rider Date
          Special Funds
          No Cancellation
          Termination
          Minimum Guaranteed Accumulation Benefit Rider
          Minimum Guaranteed Income Benefit Rider
          Minimum Guaranteed Withdrawal Benefit Rider
        Other Contracts
        Other Important Provisions
     Withdrawals
        Regular Withdrawals
        Systematic Withdrawals
        IRA Withdrawals

                                   i
Transfers Among Your Investments
        Dollar Cost Averaging
        Automatic Rebalancing
     Death Benefit Choices
        Death Benefit During the Accumulation Phase
          Standard Death Benefit
          Enhanced Death Benefits
        Death Benefit During the Income Phase
     Charges and Fees
        Charge Deduction Subaccount
        Charges Deducted from the Contract Value
          Surrender Charge
          Free Withdrawal Amount
          Surrender Charge for Excess Withdrawals
          Premium Taxes
          Administrative Charge
          Transfer Charge
        Charges Deducted from the Subaccounts
          Mortality and Expense Risk Charge
          Asset-Based Administrative Charge
        Trust Expenses
     The Annuity Options
        Annuitization of Your Contract
        Selecting the Annuity Start Date
        Frequency of Annuity Payments
        The Annuity Options
          Income for a Fixed Period
          Income for Life with a Period Certain
          Joint Life Income
          Annuity Plan
        Payment When Named Person Dies
     Other Contract Provisions
        Reports to Contract Owners
        Suspension of Payments
        In Case of Errors in Your Application
        Assigning the Contract as Collateral
        Contract Changes-Applicable Tax Law
        Free Look
        Group or Sponsored Arrangements
        Selling the Contract
     Other Information
        Voting Rights
        Year 2000 Problem
        State Regulation
        Legal Proceedings
        Legal Matters
        Experts
     Federal Tax Considerations
     More Information About Golden American
     Unaudited Financial Statements of Golden American Life Insurance
     Company
     Financial Statements of Golden American Life Insurance Company
     Statement of Additional Information
        Table of Contents
     Appendix A

                                   ii
Condensed Financial Information                                 A1
     Appendix B
        Market Value Adjustment Examples                                B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example                 C1

                                  iii
INDEX OF SPECIAL TERMS

The following special terms are used throughout this prospectus.
Refer to the page(s) listed for an explanation of each term:

SPECIAL TERM                          PAGE
Accumulation Unit                       7
Annual Ratchet Enhanced Death Benefit  25
Annuitant                              17
Annuity Start Date                     16
Cash Surrender Value                   20
Max 7 Enhanced Death Benefit          [  ]
Contract Date                          16
Contract Owner                         16
Contract Value                         19
Contract Year                          16
Fixed Interest Allocation              13
Free Withdrawal Amount                 27
Market Value Adjustment                15
Net Investment Factor                   7
7% Solution Enhanced Death Benefit     25
Standard Death Benefit                 25

The following terms as used in this prospectus have the same or
substituted meanings as the corresponding terms currently used in the
Contract:

TERM USED IN THIS PROSPECTUS           CORRESPONDING TERM USED IN THE
                                          CONTRACT
Accumulation Unit Value                Index of Investment Experience
Annuity Start Date                     Annuity Commencement Date
Contract Owner                         Owner or Certificate Owner
Contract Value                         Accumulation Value
Transfer Charge                        Excess Allocation Charge
Fixed Interest Allocation              Fixed Allocation
Free Look Period                       Right to Examine Period
Guaranteed Interest Period             Guarantee Period
Subaccount(s)                          Division(s)
Net Investment Factor                  Experience Factor
Regular Withdrawals                    Conventional Partial
Withdrawals
Withdrawals                            Partial Withdrawals

                                   1
FEES AND EXPENSES
CONTRACT OWNER TRANSACTION EXPENSES*
   Surrender Charge:

  COMPLETE YEARS ELAPSED    0    1    2    3    4    5    6    7    8    9+
     SINCE PREMIUM PAYMENT
  SURRENDER CHARGE          8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

   Transfer Charge                                          None**
   * If you invested in a Fixed Interest Allocation, a Market Value
     Adjustment may apply to certain transactions.  This may increase
     or decrease your contract value and/or your transfer or surrender
     amount.
   **We may in the future charge $25 per transfer if you make more
     than 12 transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE***
Administrative Charge                                       $40
 (We waive this charge if the total of your premium payments is
   $100,000 or more, or if your contract value at the end of a
   contract year is $100,000 or more.)

 ***We deduct this charge on each contract anniversary and on surrender.

SEPARATE ACCOUNT ANNUAL CHARGES****

                                         STANDARD                 ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT    ANNUAL RATCHET  7% SOLUTION      MAX 7
                                       -------------    --------------  -----------      -----
Mortality & Expense Risk Charge       1.30%              1.45%         1.65%         1.75%
    Asset-Based Administrative Charge     0.15%              0.15%         0.15%         0.15%
                                          -----              -----         -----         -----
       Total                              1.45%              1.60%         1.80%         1.90%
****As a percentage of average daily assets in each subaccount.
       The Separate Account Annual Charges are deducted daily.

OPTIONAL RIDER CHARGES*****

  Minimum Guaranteed Accumulation Benefit rider:
       Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year............0.125% of the MGAB Charge Base (1) (0.50% annually)
       20 Year............0.125% of the MGAB Charge Base     (0.50% annually)

  Minimum Guaranteed Income Benefit rider:
       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% ................0.05% of the MGIB Base (2) (0.20% annually)
       3%.................0.08% of the MGIB Base     (0.32% annually)
       5%.................0.10% of the MGIB Base     (0.40% annually)
       6%.................0.15% of the MGIB Base     (0.60% annually)
       7%.................0.125% of the MGIB Base    (0.50% annually)

                                   2
Minimum Guaranteed Withdrawal Benefit rider:
       Quarterly Charge
       --------------
       0.125% of the MGWB Eligible Payment Amount (3) (0.50% annually)

  *****We deduct optional rider charges from the subaccounts in which
      you are invested or each quarterly contract anniversary and pro rata
      on termination of the Contract: if the value in the subaccounts is
      insufficient, the optional rider charges will be deducted from
      the Fixed Interest Allocations nearest maturity.

(1)  The MGAB Charge Base is the total of premiums and credits added
during the 2-year period commencing on the rider date if you purchase
the rider on the contract date, or, your contract value on the rider
date plus premiums and credits added during the 2-year period commencing
on the rider date if you purchased the rider after the contract date,
reduced pro rata for all withdrawals taken while the MGAB rider is in
effect, and reduced pro rata for transfers made during the 3-year
period before the MGAB Benefit Date.

(2)  The MGIB Base generally depends on the amount of premiums you pay
during the first five contract  years after you purchase the rider and
the credit(s) applied, when you pay the premiums, and less a pro rata
deduction for any withdrawal or transfer made while the  MGIB rider is
in effect.

(3)  The MGWB Eligible Payment Amount is (i) the total of premiums and
credits paid during the 2-year period commencing on the rider date if
you purchase the rider on the contract date; or (ii) your contract
value on the rider date plus subsequent premiums and credits received
during the two-year period commencing on the rider date.

THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily
net assets of a portfolio):

                                               OTHER          TOTAL
                                            EXPENSES(2)      EXPENSES
                               MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE
  PORTFOLIO                      FEE(1)    REIMBURSEMENT  REIMBURSEMENT(3)

  Liquid Asset                     0.59%        0.00%        0.59%
  Limited Maturity Bond            0.60%        0.00%        0.60%
  Global Fixed Income              1.60%        0.00%        1.60%(3)
  Total Return                     0.94%        0.03%        0.97%(3)
  Fully Managed                    0.98%        0.00%        0.98%
  Equity Income                    0.98%        0.00%        0.98%
  Investors                        1.00%        0.01%        1.01%
  Large Cap Growth                 1.00%        0.01%        1.01%
  Rising Dividends                 0.98%        0.00%        0.98%
  Capital Growth                   1.08%        0.00%        1.08%
  Growth                           1.08%        0.01%        1.09%
  Value Equity                     0.98%        0.00%        0.98%
  Research                         0.94%        0.00%        0.94%
  Managed Global                   1.25%        0.01%        1.26%
  All Cap                          1.00%        0.01%        1.01%
  Capital Appreciation             0.98%        0.00%        0.98%
  Mid-Cap Growth                   0.94%        0.01%        0.95%
  Strategic Equity                 0.98%        0.01%        0.99%
  Small Cap                        0.98%        0.01%        0.99%
  Real Estate                      0.98%        0.01%        0.99%
  Hard Assets                      0.98%        0.02%        1.00%
  Developing World                 1.75%        0.08%        1.83%

 (1)Fees decline as the total assets of certain combined portfolios
    increase. See the prospectus for The GCG Trust for more
    information.
 (2)Other expenses generally consist of independent trustees fees and
    certain expenses associated with investing in international
    markets.  Other expenses are based on actual expenses for the year
    ended December 31, 1998, except for portfolios that commenced
    operations in 1998 where the charges have been annualized.
 (3)Total expenses are based on actual expenses for the fiscal year
    ended December 31, 1998.  Directed Services, Inc. is currently
    reimbursing expenses to maintain total expenses at 0.97% for the
    Total Return portfolio and 1.60% for the Global Fixed Income
    portfolio as shown. Without this reimbursement, and based on
    actual reimbursements for fiscal year ended December 31, 1998,
    total expenses would have been 0.98% for the Total Return
    portfolio and 1.74% for the Global Fixed Income portfolio.  This
    reimbursement agreement will remain in place through August 14, 2000
    after which it may be terminated at any time.

THE GALAXY VIP FUND ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):

                                                OTHER             TOTAL
                              MANAGEMENT       EXPENSES          EXPENSES
                              FEE AFTER     AFTER EXPENSE     AFTER EXPENSE
  PORTFOLIO                 FEE WAIVER(1)  REIMBURSEMENT(1)  REIMBURSEMENT(1)

  Equity                        0.75%           0.30%             1.05%
  Growth and Income             0.75%           0.75%             1.50%
  Small Company Growth          0.75%           0.85%             1.60%
  Asset Allocation              0.75%           0.32%             1.07%
  High Quality Bond             0.40%           0.50%             0.90%

                                   3
(1)For the Equity, Asset Allocation and High Quality Bond portfolios,
    total expenses are based on actual expenses for the fiscal year ended
    December 31, 1998.  For the Growth and Income and Small Company Growth
    portfolios, total expenses are based on estimates for the current
    year. Fleet Investment Advisors Inc. and/or the administrator have
    agreed to waive certain fees and/or reimburse fund expenses of 0.35%,
    6.09% and 0.20% for the Growth and Income, Small Company Growth, and
    High Quality Bond portfolios, respectively, for the current year.
    Without this agreement, and based on actual waivers and reimbursements
    for the fiscal year ended December 31, 1998, total expenses would have
    been 1.05%, 2.58%, 12.86%, 1.07% and 1.10% for the Equity, Growth and
    Income, Small Company Growth, Asset Allocation and High Quality Bond
    portfolios, respectively.

THE PIMCO TRUST ANNUAL EXPENSES (as a percentage of the average daily
net assets of the portfolio):

                                               OTHER          TOTAL
                                              EXPENSES       EXPENSES
                               MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE
  PORTFOLIO                       FEE      REIMBURSEMENT  REIMBURSEMENT(1)

  PIMCO High Yield Bond          0.50%        0.25%(2)        0.75%
  PIMCO StocksPLUS Growth
     and Income                  0.40%        0.25%           0.65%

 (1)PIMCO has agreed to waive some or all of its other expenses,
    subject to potential future reimbursement, to the extent that
    total expenses for the PIMCO High Yield Bond Portfolio and PIMCO
    StocksPLUS Growth and Income portfolio would exceed 0.75% and
    0.65%, respectively, due to payment by the portfolios of their pro
    rata portion of Trustees' fees.  Without this agreement and, based
    on current estimates, total expenses would be 0.81% for the PIMCO
    High Yield Bond portfolio and 0.72% for the PIMCO StocksPLUS
    Growth and Income portfolio.
 (2)Since the PIMCO High Yield Bond portfolio commenced operations on
    April 30, 1998, other expenses as shown have been annualized for
    the year ended December 31, 1998.

THE WARBURG PINCUS TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of the portfolio):

                                ADVISORY       OTHER        TOTAL
  PORTFOLIO                       FEE         EXPENSES   EXPENSES(1)

  International Equity           1.00%         0.33%        1.33%

 (1)Total expenses are based on actual expenses for the fiscal year
    ended December 31, 1998.

The purpose of the foregoing tables is to help you understand the
various costs and expenses that you will bear directly and indirectly.
See the prospectuses of the GCG Trust, the Galaxy VIP Fund, the PIMCO
Trust and the Warburg Pincus Trust for additional information on
portfolio expenses.

Premium taxes (which currently range from 0% to 3.5% of premium
payments) may apply, but are not reflected in the tables above or in
the examples below.

                                   4
EXAMPLES:
The following four examples are designed to show you the expenses you
would pay on a $1,000 investment, plus a credit of $40, that earns 5%
annually.  Each example assumes election of the Max 7 Enhanced
Death Benefit.  The examples reflect the deduction of a mortality and
expense risk charge, an asset-based administrative charge, and the
annual contract administrative charge as an annual charge of 0.05% of assets
(based on an average contract value of $80,000).  In addition, Examples
1 and 2 assume you elected an optional benefit rider with the highest
charge 0.75% annually where the rider base is equal to the initial premium
and increases by 7%, except for the Liquid Asset and Limited Maturity
Bond portfolios where the charge is 0.50% annually) and assume the rider
charge is assessed each quarter on a base equal to the hypothetical
$1,000 premium increasing at 7% per year (the assumed net rate for the
Liquid Asset and Limited Maturity Bond portfolios).  The annual charge
of 0.75% results from the assumption of a 7% annual increase in the rider
base but only a 5% earnings increase in the contract value before expenses.
Thus, 0.75% represents an annual charge over a 10-year period which is
equivalent to an increasing charge of 0.125% per quarter over the same
period.  If the Standard Death Benefit, the Annual Ratchet Enhanced Death
Benefit or 7% Solution Enhanced Death Benefit is elected instead of the
Max 7 Enhanced Death Benefit used in the examples, the actual expenses
will be less than those represented in the examples.   Note that surrender
charges may apply if you choose to  annuitize your Contract within the
first 5 contract years, and under certain circumstances, within the first
9 contract years.  Thus, in the event you annuitize your Contract under
circumstances which require a surrender charge, you should refer to Examples
1 and 3 below which assume applicable surrender charges.

Example 1:
If you surrender your Contract at the end of the applicable time
period and elected an optional benefit rider with the highest charge,
you would pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $115        $188        $253        $383
    Limited Maturity Bond       $115        $188        $253        $384
    Global Fixed Income         $129        $228        $318        $499
    Total Return                $123        $210        $288        $446
    Fully Managed               $123        $210        $289        $447
    Equity Income               $123        $210        $289        $447
    Investors                   $123        $211        $290        $450
    Large Cap Value             $123        $211        $290        $450
    Rising Dividends            $123        $210        $289        $447
    Capital Growth              $124        $213        $293        $456
    Growth                      $124        $213        $294        $456
    Value Equity                $123        $210        $289        $447
    Research                    $123        $209        $287        $443
    Managed Global              $126        $218        $302        $471
    All Cap                     $123        $211        $290        $450
    Capital Appreciation        $123        $210        $289        $447
    Mid-Cap Growth              $123        $209        $287        $444
    Strategic Equity            $123        $210        $289        $448
    Small Cap                   $123        $210        $289        $448
    Real Estate                 $123        $210        $289        $448
    Hard Assets                 $123        $211        $289        $449
    Developing World            $132        $235        $328        $517

    THE GALAXY VIP FUND
    Asset Allocation            $124        $213        $293        $455
    Equity                      $124        $212        $292        $453
    Growth and Income           $128        $225        $313        $491
    High Quality Bond           $122        $208        $285        $440
    Small Company Growth        $129        $228        $318        $499

    THE PIMCO TRUST
    PIMCO High Yield Bond       $121        $203        $277        $427
    PIMCO StocksPLUS
      Growth and Income         $120        $200        $273        $418

    THE WARBURG PINCUS TRUST
    International Equity        $127        $220        $305        $477

                                   5
Example 2:
If you do NOT surrender your Contract at the end of the applicable time
Period and elected an optional benefit rider with the highest charge,
you would pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $35        $108        $183        $383
    Limited Maturity Bond        $35        $108        $183        $384
    Global Fixed Income          $49        $148        $248        $499
    Total Return                 $43        $130        $218        $446
    Fully Managed                $43        $130        $219        $447
    Equity Income                $43        $130        $219        $447
    Investors                    $43        $131        $220        $450
    Large Cap Value              $43        $131        $220        $450
    Rising Dividends             $43        $130        $219        $447
    Capital Growth               $44        $133        $223        $456
    Growth                       $44        $133        $224        $456
    Value Equity                 $43        $130        $219        $447
    Research                     $43        $129        $217        $443
    Managed Global               $46        $138        $232        $471
    All Cap                      $43        $131        $220        $450
    Capital Appreciation         $43        $130        $219        $447
    Mid-Cap Growth               $43        $129        $217        $444
    Strategic Equity             $43        $130        $219        $448
    Small Cap                    $43        $130        $219        $448
    Real Estate                  $43        $130        $219        $448
    Hard Assets                  $43        $131        $219        $449
    Developing World             $52        $155        $258        $517

    THE GALAXY VIP FUND
    Asset Allocation             $44        $133        $223        $455
    Equity                       $44        $132        $222        $453
    Growth and Income            $48        $145        $243        $491
    High Quality Bond            $42        $128        $215        $440
    Small Company Growth         $49        $148        $248        $499

    THE PIMCO TRUST
    PIMCO High Yield Bond        $41        $123        $207        $427
    PIMCO StocksPLUS
      Growth and Income          $40        $120        $203        $418

    THE WARBURG PINCUS TRUST
    International Equity         $47        $140        $235        $477

                                  6
Example 3:
If you surrender your Contract at the end of the applicable time
period and did not elect any optional benefit rider, you would pay the
following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR      3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                $107        $162        $210        $299
    Limited Maturity Bond       $107        $163        $211        $300
    Global Fixed Income         $117        $193        $261        $397
    Total Return                $111        $174        $230        $337
    Fully Managed               $111        $174        $230        $338
    Equity Income               $111        $174        $230        $338
    Investors                   $111        $175        $232        $341
    Large Cap Value             $111        $175        $232        $341
    Rising Dividends            $111        $174        $230        $338
    Capital Growth              $112        $177        $236        $348
    Growth                      $112        $178        $236        $349
    Value Equity                $111        $174        $230        $338
    Research                    $110        $173        $228        $334
    Managed Global              $114        $183        $245        $365
    All Cap                     $111        $175        $232        $341
    Capital Appreciation        $111        $174        $230        $338
    Mid-Cap Growth              $110        $173        $229        $335
    Strategic Equity            $111        $175        $231        $339
    Small Cap                   $111        $175        $231        $339
    Real Estate                 $111        $175        $231        $339
    Hard Assets                 $111        $175        $231        $340
    Developing World            $120        $200        $273        $418

    THE GALAXY VIP FUND
    Asset Allocation            $112        $177        $235        $347
    Equity                      $112        $176        $234        $345
    Growth and Income           $116        $190        $256        $388
    High Quality Bond           $110        $172        $226        $330
    Small Company Growth        $117        $193        $261        $397

    THE PIMCO TRUST
    PIMCO High Yield Bond       $108        $167        $219        $315
    PIMCO StocksPLUS
      Growth and Income         $107        $164        $214        $305

    THE WARBURG PINCUS TRUST
    International Equity        $114        $185        $248        $372

                                  7
Example 4:
If you do NOT surrender your Contract at the end of the applicable
time period and did not elect any optional benefit rider, you would
pay the following expenses for each $1,000 invested:

    THE GCG TRUST             1 YEAR          3 YEARS     5 YEARS     10 YEARS
    Liquid Asset                 $27             $82        $140        $299
    Limited Maturity Bond        $27             $83        $141        $300
    Global Fixed Income          $37            $113        $191        $397
    Total Return                 $31             $94        $160        $337
    Fully Managed                $31             $94        $160        $338
    Equity Income                $31             $94        $160        $338
    Investors                    $31             $95        $162        $341
    Large Cap Value              $31             $95        $162        $341
    Rising Dividends             $31             $94        $160        $338
    Capital Growth               $32             $97        $166        $348
    Growth                       $32             $98        $166        $349
    Value Equity                 $31             $94        $160        $338
    Research                     $30             $93        $158        $334
    Managed Global               $34            $103        $175        $365
    All Cap                      $31             $95        $162        $341
    Capital Appreciation         $31             $94        $160        $338
    Mid-Cap Growth               $30             $93        $159        $335
    Strategic Equity             $31             $95        $161        $339
    Small Cap                    $31             $95        $161        $339
    Real Estate                  $31             $95        $161        $339
    Hard Assets                  $31             $95        $161        $340
    Developing World             $40            $120        $203        $418

    THE GALAXY VIP FUND
    Asset Allocation             $32             $97        $165        $347
    Equity                       $32             $96        $164        $345
    Growth and Income            $36            $110        $186        $388
    High Quality Bond            $30             $92        $156        $330
    Small Company Growth         $37            $113        $191        $397

    THE PIMCO TRUST
    PIMCO High Yield Bond        $28             $87        $149        $315
    PIMCO StocksPLUS
      Growth and Income          $27             $84        $144        $305

    THE WARBURG PINCUS TRUST
    International Equity         $34            $105        $178        $372

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN
SUBJECT TO THE TERMS OF YOUR CONTRACT.

                                   8
PERFORMANCE INFORMATION

ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract.  Each
subaccount of Separate Account B has its own accumulation unit value.
The accumulation units are valued each business day that the New York
Stock Exchange is open for trading.  Their values may increase or
decrease from day to day according to a Net Investment Factor, which
is primarily based on the investment performance of the applicable
investment portfolio.  Shares in the investment portfolios are valued
at their net asset value.

THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects certain
charges under the Contract and the investment performance of the
subaccount.  The Net Investment Factor is calculated for each
subaccount as follows:

     (1)We take the net asset value of the subaccount at the end of
        each business day.
     (2)We add to (1) the amount of any dividend or capital gains
        distribution declared for the subaccount and reinvested in
        such subaccount.  We subtract from that amount a charge for
        our taxes, if any.
     (3)We divide (2) by the net asset value of the subaccount at the
        end of the preceding business day.
     (4)We then subtract the applicable daily mortality and expense risk
        charge and the daily asset-based administrative charge from
        the subaccount.

Calculations for the subaccounts are made on a per share basis.

CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each
subaccount of Golden American Separate Account B offered in this
prospectus and (ii) the total investment value history of each such
subaccount are presented in Appendix A -- Condensed Financial
Information.

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the years
ended December 31, 1998 and 1997 are included in the Statement of
Additional Information. The unaudited condensed consolidated financial
statements of Golden American for the nine months ended September 30,
1999 and the audited consolidated financial statements of Golden
American for the years ended December 31, 1998, 1997 and 1996 are
included in this prospectus.

PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract
owners performance information for the subaccounts of Separate Account
B, including the average annual total return performance, yields and
other nonstandard measures of performance.  Such performance data will
be computed, or accompanied by performance data computed, in
accordance with standards defined by the SEC.

Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period.  Information on
standard total average annual return performance will include average
annual rates of total return for 1, 5 and 10 year periods, or lesser
periods depending on how long Separate Account B has been investing
in the portfolios.  We may

                                   9
show other total returns for periods less
than one year.  Total return figures will be based on the actual
historic performance of the subaccounts of Separate Account B,
assuming an investment at the beginning of the period when the separate
account first invested in the portfolios, withdrawal of the investment
at the end of the period adjusted to reflect the deduction of all
applicable portfolio and current contract charges.  We may also show
rates of total return on amounts invested at the beginning of the period
with no withdrawal at the end of the period.  Total return figures which
assume no withdrawals at the end of the period will reflect all
recurring charges, but will not reflect the surrender charge.
Quotations of average annual return for the Managed Global subaccount
take into account the period before September 3, 1996, during which it
was maintained as a subaccount of Golden American Separate Account D.
In addition, we may present historic performance data for the
investment portfolios since their inception reduced by some or all of
the fees and charges under the Contract.  Such adjusted historic
performance includes data that precedes the inception dates of the
subaccounts of Separate Account B.  This data is designed to show the
performance that would have resulted if the Contract had been in
existence before the separate account began investing in the
portfolios.

Current yield for the Liquid Asset subaccount is based on income
received by a hypothetical investment over a given 7-day period, less
expenses accrued, and then "annualized" (i.e., assuming that the 7-day
yield would be received for 52 weeks). We calculate "effective yield"
for the Liquid Asset subaccount in a manner similar to that used to
calculate yield, but when annualized, the income earned by the
investment is assumed to be reinvested.  The "effective yield" will
thus be slightly higher than the "yield" because of the compounding
effect of earnings.  We calculate quotations of yield for the
remaining subaccounts on all investment income per accumulation unit
earned during a given 30-day period, after subtracting fees and
expenses accrued during the period, assuming no surrender and the
selection of the Max 7 Enhanced Death Benefit and the MGIB
optional benefit rider.

We may compare performance information for a subaccount to: (i) the
Standard & Poor's 500 Stock Index, Dow Jones Industrial Average,
Donoghue Money Market Institutional Averages, or any other applicable
market indices, (ii) other variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services (a widely
used independent research firm which ranks mutual funds and other
investment companies) or any other rating service, and (iii) the
Consumer Price Index (a measure for inflation) to determine the real
rate of return of an investment in the Contract.  Our reports and
promotional literature may also contain other information, including
the ranking of any subaccount based on rankings of variable annuity
separate accounts or other investment products tracked by Lipper
Analytical Services or by similar rating services.

Performance information reflects only the performance of a
hypothetical contract and should be considered in light of other
factors, including the investment objective of the investment
portfolio and market conditions.  Please keep in mind that past
performance is not a guarantee of future results.

                GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a Delaware stock life
insurance company originally incorporated in Minnesota on January 2,
1973.  Golden American is a wholly owned subsidiary of Equitable of
Iowa Companies, Inc. ("Equitable of Iowa").  Equitable of Iowa is a
wholly owned subsidiary of ING Groep N.V. ("ING"), a global financial
services holding company.  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

                                   10
authorized to sell annuities in New York and Delaware.
Golden American's consolidated financial statements appear in this
prospectus.

Equitable of Iowa is the holding company for Golden American, Directed
Services, Inc., the investment manager of The GCG Trust and the
distributor of the Contracts and other interests. Equitable of Iowa
and another ING affiliate own ING Investment Management, LLC, a portfolio
manager of the GCG Trust.  ING also owns Baring
International Investment Limited, another portfolio manager of The GCG
Trust.

Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.

                              THE TRUSTS

The GCG Trust is a mutual fund whose shares are offered to separate
accounts funding variable annuity and variable life insurance policies
offered by Golden American and other affiliated insurance companies.
The GCG Trust may also sell its shares to separate accounts of
insurance companies not affiliated with Golden American.  Pending SEC
approval, shares of The GCG Trust may also be sold to certain
qualified pension and retirement plans.  The address of The GCG Trust
is 1475 Dunwoody Drive, West Chester, PA 19380.

The Galaxy VIP Fund is a mutual fund whose shares are offered to
separate accounts of various life insurance companies for variable
annuity contracts, including certain variable contracts of Golden
American and its affiliates.  The principal address of The Galaxy VIP
Fund is 4400 Computer Drive, Westborough, MA 01581.

The PIMCO Trust is a mutual fund whose shares are available to
separate accounts of insurance companies, including Golden American,
for both variable annuity contracts and variable life insurance
policies and to qualified pension and retirement plans.  The address
of the PIMCO Trust is 840 Newport Center Drive, Suite 300, Newport
Beach, CA 92660.

The Warburg Pincus Trust is a mutual fund whose shares are available
to separate accounts of life insurance companies, including Golden
American and Equitable Life Insurance Company of Iowa, and to certain
qualified and retirement plans.  The principal address of the Warburg
Pincus Trust is 153 East 53rd Street, New York, NY 10022.

In the event that, due to differences in tax treatment or other
considerations, the interests of contract owners of various contracts
participating in the Trusts conflict, we, the Boards of Trustees of
The GCG Trust, The Galaxy VIP Fund, the PIMCO Trust and the Warburg
Pincus Trust, Directed Services, Inc., Fleet Investment Advisors Inc.,
Pacific Investment Management Company, Credit Suisse Asset Management,
LLC and any other insurance companies participating in the Trusts will
monitor events to identify and resolve any material conflicts that may
arise.

YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, THE GALAXY VIP
FUND, THE PIMCO TRUST AND THE WARBURG PINCUS TRUST IN THE ACCOMPANYING
PROSPECTUS FOR EACH TRUST.  YOU SHOULD READ THEM CAREFULLY BEFORE
INVESTING.

                                   11
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 SEC as a unit investment trust under the Investment Company
Act of 1940.  Account B is a separate investment account used for our
variable annuity contracts.  We own all the assets in Account B but
such assets are kept separate from our other accounts.

Account B is divided into subaccounts.  Each subaccount invests
exclusively in shares of one investment portfolio of The GCG Trust,
The Galaxy VIP Fund, the PIMCO Trust or the Warburg Pincus Trust.
Each investment portfolio has its own distinct investment objectives
and policies.  Income, gains and losses, realized or unrealized, of a
portfolio are credited to or charged against the corresponding
subaccount of Account B without regard to any other income, gains or
losses of Golden American.  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 Golden American.
They may, however, be subject to liabilities arising from subaccounts
whose assets we attribute to other variable annuity contracts
supported by Account B.  If the assets in Account B exceed the
required reserves and other liabilities, we may transfer the excess to
our general account.  We are obligated to pay all benefits and make
all payments provided under the Contracts.

We currently offer other variable annuity contracts that invest in
Account B but are not discussed in this prospectus.  Account B may
also invest in other investment portfolios which are not available
under your Contract.

                       THE INVESTMENT PORTFOLIOS

During the accumulation phase, you may allocate your premium payments
and contract value to any of the investment portfolios listed in the
section below.  YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU
ALLOCATE TO THE INVESTMENT PORTFOLIOS, AND YOU MAY LOSE YOUR
PRINCIPAL.

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth
below.  You should understand that there is no guarantee that any
portfolio will meet its investment objectives.  Meeting objectives
depends on various factors, including, in certain cases, how well the
portfolio managers anticipate changing economic and market conditions.
YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE INVESTMENT PORTFOLIOS
IN THE PROSPECTUSES FOR THE GCG TRUST, THE GALAXY VIP FUND, THE PIMCO
TRUST AND THE WARBURG PINCUS TRUST.  YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.

INVESTMENT                       INVESTMENT OBJECTIVE
PORTFOLIO
   THE GCG TRUST
   Liquid Asset     Seeks high level of current income consistent with
                    the preservation of capital and liquidity.
                    Invests primarily in obligations of the U.S.
                    Government and its agencies and
                    instrumentalities, bank obligations, commercial
                    paper and short-term corporate debt securities.
                    All securities will mature in less than one
                    year.
                    ----------------------------------------------------

                                   12
Limited Maturity Seeks highest current income consistent with
     Bond           low risk to principal and liquidity.   Also
                    seeks to enhance its total return through capital
                    appreciation when market factors, such as
                    falling interest rates and rising bond prices,
                    indicate that capital appreciation may be
                    available without significant risk to
                    principal.
                    Invests primarily in diversified limited maturity
                    debt securities with average maturity dates
                    of five years or shorter and in no cases more
                    than seven years.
                    ----------------------------------------------------

   Global Fixed     Seeks high total return.
     Income         Invests primarily in high-grade fixed income
                    securities, both foreign and domestic.
                    ----------------------------------------------------

   Total Return     Seeks above-average income (compared to a
                    portfolio entirely invested in equity securities)
                    consistent with the prudent employment of
                    capital.
                    Invests primarily in a combination of equity
                    and fixed income securities.
                    ----------------------------------------------------

   Fully Managed    Seeks, over the long term, a high total investment
                    return consistent with the preservation of
                    capital and with prudent investment risk.
                    Invests primarily in the common stocks of
                    established companies believed by the portfolio
                    manager to have above-average potential for
                    capital growth.
                    ----------------------------------------------------

   Equity Income    Seeks substantial dividend income as well as long-
                    term growth of capital.
                    Invests primarily in common stocks of well-
                    established companies paying above-average
                    dividends.
                    ----------------------------------------------------

   Investors        Seeks long-term growth of capital.  Current income
                    is a secondary objective. Invests primarily in
                    equity securities of U.S. companies and to a lesser
                    degree debt securities.
                    ----------------------------------------------------

   Large Cap Value  Seeks long-term growth of capital and income.
                    Invests primarily in equity and equity-related
                    securities of companies with market capitalization
                    greater than $1 billion.
                    ----------------------------------------------------

   Rising Dividends Seeks capital appreciation.  A secondary
                    objective is dividend income.
                    Invests in equity securities that meet the
                    following quality criteria: regular dividend
                    increases; 35% of earnings reinvested annually;
                    and a credit rating of "A" to "AAA".
                    ----------------------------------------------------

   Capital Growth   Seeks long-term total return.
                    Invests primarily in common stocks of companies
                    where the potential for change (earnings
                    acceleration) is significant.
                    ----------------------------------------------------

   Growth           Seeks capital appreciation.
                    Invests primarily in common stocks of growth
                    companies that have favorable relationships
                    between price/earnings ratios and growth rates
                    in sectors offering the potential for above-
                    average returns.
                    ----------------------------------------------------

   Value Equity     Seeks capital appreciation.  Dividend income is
                    a secondary objective.
                    Invests primarily in common stocks of domestic
                    and foreign issuers which meet quantitative
                    standards relating to financial soundness and
                    high intrinsic value relative to price.
                    ----------------------------------------------------

   Research         Seeks long-term growth of capital and future income.
                    Invests primarily in common stocks or
                    securities convertible into common stocks of
                    companies believed to have better than average
                    prospects for long-term growth.
                    ----------------------------------------------------

   Managed Global   Seeks capital appreciation.  Current income is only
                    an incidental consideration.
                    Invests primarily in common stocks traded in
                    securities markets throughout the world.
                    ----------------------------------------------------

   All Cap          Seeks capital appreciation through investment in
                    securities which the portfolio manager believes
                    have above-average capital appreciation
                    potential.
                    Invests primarily in equity securities of U.S.
                    companies of any size.
                    ----------------------------------------------------

   Capital          Seeks long-term capital growth.
     Appreciation   Invests primarily in equity securities believed
                    by the portfolio manager to be undervalued.
                    ----------------------------------------------------

   Mid-Cap Growth   Seeks long-term growth of capital.
                    Invests primarily in equity securities of
                    companies with medium market capitalization
                    which the portfolio manager believes have above-
                    average growth potential.
                    ----------------------------------------------------

   Strategic Equity Seeks capital appreciation.
                    Invests primarily in common stocks of medium-
                    and small-sized companies.
                    ----------------------------------------------------

                                   13
Small Cap        Seeks long-term capital appreciation.
                    Invests primarily in equity securities of
                    companies that have a total market
                    capitalization within the range of companies in
                    the Russell 2000 Growth Index or the Standard &
                    Poor's Small-Cap 600 Index.
                    ----------------------------------------------------

   Real Estate      Seeks capital appreciation.  Current income is a
                    secondary objective.
                    Invests primarily in publicly-traded real
                    estate equity securities.
                    ----------------------------------------------------

   Hard Assets      Seeks long-term capital appreciation.
                    Invests primarily in hard asset securities.
                    Hard asset companies produce a commodity which
                    the portfolio manager is able to price on a
                    daily or weekly  basis.
                    ----------------------------------------------------

   Developing       Seeks capital appreciation.
    World           Invests primarily in equity securities of
                    companies in developing or emerging countries.
                    ----------------------------------------------------

   THE GALAXY VIP FUND
   Equity           Seeks long-term growth by investing in companies
                    that the portfolio manager believes have above-
                    average earnings potential.
                    Invests at least 75% of its total assets in
                    common stocks and securities convertible into
                    common stocks issued by U.S. companies.
                    ----------------------------------------------------

   Growth and       Seeks to provide a relatively high total return
     Income         through long-term capital appreciation and
                    current income.
                    Invests at least 65% of its total assets in the
                    common stocks of U.S. companies with large
                    market capitalizations (generally over $2
                    billion) that have prospects for above-average
                    growth and dividends.
                    ----------------------------------------------------

   Small Company    Seeks capital appreciation.
     Growth         Invests normally at least 65% of its total
                    assets in the equity securities, primarily
                    common stocks, of small companies that have
                    market capitalizations of $1.5 billion or less.
                    The portfolio invests primarily in the common
                    stock of U.S. companies, but may invest up to
                    20% of its total assets in foreign equity
                    securities.
                    ----------------------------------------------------

   Asset            Seeks a high total return by providing both a
     Allocation     current level of income that is greater than
                    that provided by the popular stock market
                    averages, as well as long-term growth in the
                    value of the portfolio's assets.
                    Invests in a mix of stocks and bonds that the
                    portfolio manager believes will produce both
                    income and long-term capital growth.  This mix
                    will change from time to time as a result of
                    economic and market conditions.  However, the
                    portfolio keeps at least 25% of its total
                    assets in fixed income investments, including
                    debt securities and preferred stocks, at all
                    times.
                    ----------------------------------------------------

   High Quality     Seeks a high level of current income consistent
     Bond           with prudent risk of capital.
                    Invests primarily in obligations issued or
                    guaranteed by the U.S. Government, its agencies and
                    instrumentalities, as well as in corporate debt
                    obligations such as notes and bonds.  The
                    portfolio also invests in asset-backed and
                    mortgage-backed securities and in money market
                    instruments, such as commercial paper and bank
                    obligations.  Normally, at least 65% of the
                    portfolio's total assets will be invested in
                    high quality debt obligations that have one of
                    the top two ratings assigned by Standard &
                    Poor's Ratings Group or Moody's Investors
                    Services, Inc. or are unrated securities
                    determined by the portfolio manager to be of
                    comparable quality.
                    ----------------------------------------------------

                                   14
THE PIMCO TRUST
   PIMCO High       Seeks to maximize total return,  consistent
     Yield Bond     with preservation of capital and prudent
                    investment management.
                    Invests in at least 65% of its assets in a
                    diversified portfolio of junk bonds rated at least
                    B by Moody's Investor Services, Inc. or
                    Standard & Poor's or, if unrated, determined by
                    the portfolio manager to be of comparable
                    quality.
                    ----------------------------------------------------

   PIMCO            Seeks to achieve a total return which exceeds
   StocksPLUS       the total return performance of the Growth and
    Growth and      Income S&P 500.
     Income         Invests primarily in common stocks, options,
                    futures, options on futures and swaps.
                    ----------------------------------------------------

   THE WARBURG PINCUS TRUST
   International    Seeks long-term appreciation.
     Equity         Invests primarily in a broadly diversified
                    portfolio of equity securities of companies
                    that have their principal business activities
                    outside of the United States.
                    ----------------------------------------------------

INVESTMENT MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of The GCG Trust.
The GCG Trust pays Directed Services a monthly fee for its investment
advisory as well as administrative services.  The monthly fee is based
on the average daily net assets of an investment portfolio, and in
some cases, the combined total assets of certain grouped portfolios.
Directed Services provides or procures, at its own expense, the
services necessary for the operation of the portfolios.  Directed
Services (and not The GCG Trust) pays each portfolio manager a monthly
fee for managing the assets of a portfolio.  For a list of the
portfolio managers, see the front cover of this prospectus.  Directed
Services does not bear the expense of brokerage fees and other
transactional expenses for securities, taxes (if any) paid by a
portfolio, interest on borrowing, fees and expenses of the independent
trustees, and extraordinary expenses, such as litigation or
indemnification expenses.

Fleet Investment Advisors Inc. serves as the investment advisor of
The Galaxy VIP Fund. The Galaxy VIP Fund pays Fleet Investment Advisors
a monthly advisory fee based on the average daily net assets of each
investment portfolio.  Each portfolio pays its own administrative
costs. Except for agreements to reimburse certain expenses of some
portfolios, Fleet Investment Advisors does not bear any portfolio
expenses.

Pacific Investment Management Company ("PIMCO") serves as the investment
advisor of the PIMCO Trust.  The PIMCO Trust pays PIMCO a monthly
advisory fee for its investment advisory services and a monthly
administrative fee of 0.25% based on the average daily net assets of
each of the investment portfolios for managing the assets of the
portfolios and for administering the PIMCO Trust.

Credit Suisse Asset Management, LLC serves as the investment advisor
of the Warburg Pincus Trust.  The Warburg Trust pays Credit Suisse
Asset Management a monthly advisory fee based on the average daily net
assets of the investment portfolio and also procures the services
necessary for the operation of its portfolios. The Warburg Trust pays
monthly administrative fees to two co-administrators for
administrative services, one of which is an affiliate of Credit Suisse
Asset Management.  The monthly administrative fee is based on the
portfolio's average daily net assets. Credit Suisse Asset Management
does not bear any portfolio expenses.

                                   15
YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING
ITS MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST.  YOU SHOULD READ
THESE PROSPECTUSES BEFORE INVESTING.

                     THE FIXED INTEREST ALLOCATION
You may allocate premium payments and transfer your contract value to
the guaranteed interest periods of our Fixed Account at any time
during the accumulation period.  Every time you allocate money to the
Fixed Account, we set up a Fixed Interest Allocation for the
guaranteed interest period you select.  We currently offer guaranteed
interest periods of 6 months, 1, 3, 5, 7 and 10 years, although we may
not offer all these periods in the future. You may select one or more
guaranteed interest periods at any one time.  We will credit your
Fixed Interest Allocation with a guaranteed interest rate for the
interest period you select, so long as you do not withdraw money from
that Fixed Interest Allocation before the end of the guaranteed
interest period.  Each guaranteed interest period ends on its maturity
date which is the last day of the month in which the interest period
is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a
Fixed Interest Allocation more than 30 days before the end of the
applicable guaranteed interest period, we will apply a Market Value
Adjustment to the transaction.  A Market Value Adjustment could
increase or decrease the amount you surrender, withdraw, transfer or
annuitize, depending on current interest rates at the time of the
transaction.  YOU BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN YOUR
PRINCIPAL IF WE APPLY A MARKET VALUE ADJUSTMENT.

Assets supporting amounts allocated to the Fixed Account are available
to fund the claims of all classes of our 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
may offer DCA Fixed Interest Allocations, which are 6-month and 1-year
Fixed Interest Allocations available exclusively in connection with
our dollar cost averaging program.  For more information on DCA Fixed
Interest Allocations, see "Transfers Among Your Investments - Dollar
Cost Averaging."

Your contract value in the Fixed Account is the sum of your Fixed
Interest Allocations and the interest credited as adjusted for any
withdrawals (including any Market Value Adjustment applied to such
withdrawal), transfers or other charges we may impose.  Your Fixed
Interest Allocation will be credited with the guaranteed interest
rate in effect for the guaranteed interest period you selected when
we receive and accept your premium or reallocation of contract value.
We will credit interest daily at a rate which yields the quoted
guaranteed interest rate.

                                   16
GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is
guaranteed as long as you do not take your money out until its
maturity date.  We do not have a specific formula for establishing the
guaranteed interest rates for the different guaranteed interest
periods.  We determine guaranteed interest rates at our sole
discretion.  To find out the current guaranteed interest rate for a
guaranteed interest period you are interested in, please contact our
Customer Service Center or your registered representative.  The
determination may be influenced by the interest rates on fixed income
investments in which we may invest with the amounts we receive under
the Contracts.  We will invest these amounts primarily in investment-
grade fixed income securities (i.e., rated by Standard & Poor's rating
system to be suitable for prudent investors) although we are not
obligated to invest according to any particular strategy, except as
may be required by applicable law.  You will have no direct or
indirect interest in these investments.  We will also consider other
factors in determining the guaranteed interest rates, including
regulatory and tax requirements, sales commissions and administrative
expenses borne by us, general economic trends and competitive factors.
We cannot predict the level of future interest rates but no Fixed
Interest Allocation will ever have a guaranteed interest rate of less
than 3% per year.

We may from time to time at our discretion offer interest rate
specials for new premiums that are higher than the current base
interest rate then offered.  Renewal rates for such rate specials will
be based on the base interest rate and not on the special rates
initially declared.

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to
one or more new Fixed Interest Allocations with new guaranteed
interest periods, or to any of the subaccounts of Account B.  We will
transfer amounts from your Fixed Interest Allocations starting with
the guaranteed interest period nearest its maturity date until we
have honored your transfer request.

The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $100.  If a transfer request would reduce the contract
value remaining in a Fixed Interest Allocation to less than $100, we
will treat such transfer request as a request to transfer the entire
contract value in such Fixed Interest Allocation.  Transfers from a
Fixed Interest Allocation may be subject to a Market Value Adjustment.
If you have a special Fixed Interest Allocation that was offered
exclusively with our dollar cost averaging program, cancelling dollar
cost averaging will cause a transfer of the entire contract value in
such Fixed Interest Allocation to the Liquid Asset subaccount, and
such a transfer will be subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may transfer
amounts from the applicable Fixed Interest Allocation to the
subaccounts and/or to new Fixed Interest Allocations with guaranteed
interest periods of any length we are offering at that time.  You may
not, however, transfer amounts to any Fixed Interest Allocation with a
guaranteed interest period that extends beyond the annuity start date.

At least 30 calendar days before a maturity date of any of your Fixed
Interest Allocations, or earlier if required by state law, we will
send you a notice of the guaranteed interest periods that are
available.  You must notify us which subaccounts or new guaranteed
interest periods you have selected before the maturity date of your
Fixed Interest Allocations.  If we do not receive timely instructions
from you, we will transfer the contract value in the maturing Fixed
Interest Allocation to a new Fixed Interest

                                   17
Allocation with a
guaranteed interest period that is the same as the expiring guaranteed
interest period.  If such guaranteed interest period is not available
or would go beyond the annuity start date, we will transfer your
contract value in the maturing Fixed Interest Allocation to the next
shortest guaranteed interest period which does not go beyond the
annuity start date.  If no such guaranteed interest period is
available, we will transfer the contract value to a subaccount
specially designated by the Company for such purpose.   We currently
use the Liquid Asset subaccount for such purpose.

Please be aware that the benefit we pay under certain optional benefit
riders will be adjusted by any transfers you make to and from the Fixed
Interest Allocations during specified periods while the rider is in
effect.  See "Optional Riders."

WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your
contract value in any Fixed Interest Allocation.  You may make
systematic withdrawals of only the interest earned during the prior
month, quarter or year, depending on the frequency chosen, from a
Fixed Interest Allocation under our systematic withdrawal option.
Systematic withdrawals from a Fixed Interest Allocation are not
permitted if such Fixed Interest Allocation is currently participating
in the dollar cost averaging program.  A withdrawal from a Fixed
Interest Allocation may be subject to a Market Value Adjustment and,
in some cases, a surrender charge.  Be aware that withdrawals may have
federal income tax consequences, including a 10% penalty tax, as well
as state income tax consequences.

If you tell us the Fixed Interest Allocation from which your
withdrawal will be made, we will assess the withdrawal against that
Fixed Interest Allocation.  If you do not, we will assess your
withdrawal against the subaccounts in which you are invested, unless
the withdrawal exceeds the contract value in the subaccounts.  If
there is no contract value in those subaccounts, we will deduct your
withdrawal from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until we have
honored your request.

Please be aware that the benefit we pay under any of the optional riders
will be reduced on a pro rata basis by any withdrawals you make from
the Fixed Interest Allocations during the period while the rider is
in effect.   See "Optional Riders."

MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect
on your contract value.  We will apply a Market Value Adjustment
(i) whenever you withdraw or transfer money from a Fixed Interest
Allocation (unless made within 30 days before the maturity date of
the applicable guaranteed interest period, or under the systematic
withdrawal or dollar cost averaging program) and (ii) if on the
annuity start date a guaranteed interest period for any Fixed Interest
Allocation does not end on or within 30 days of the annuity start
date.

We determine the Market Value Adjustment by multiplying the amount you
withdraw, transfer or apply to an income plan by the following factor:

                    (   1+I   )N/365
                    (---------)         -1
                    (1+J+.0050)

                                   18
Where,

    o   "I" is the Index Rate for a Fixed Interest Allocation on the
        first day of the guaranteed interest period;

    o   "J" is equal to the following:

        (1) If calculated for a Fixed Interest Allocation of 1 year or
            more, then "J" is the Index Rate for a new Fixed Interest
            Allocation with a guaranteed interest period equal to the
            time remaining (rounded up to the next full year except in
            Pennsylvania) in the guaranteed interest period;

        (2) If calculated for a Fixed Interest Allocation of 6 months,
            then "J" is the lesser of the Index Rate for a new Fixed
            Interest Allocation with (i) a 6 month guaranteed interest
            period, or (ii) a 1 year guaranteed interest period at
            the time of calculation; and

    o   "N" is the remaining number of days in the guaranteed interest
        period at the time of calculation.

The Index Rate is the average of the Ask Yields for U.S. Treasury
Strips as quoted by a national quoting service for a period equal to
the applicable guaranteed interest period.  The average is currently
based on the period starting from the 22nd day of the calendar month
two months prior to the month of the Index Rate determination and
ending the 21st day of the calendar month immediately before the month
of determination.  We currently calculate the Index Rate once each
calendar month but have the right to calculate it more frequently.
The Index Rate will always be based on a period of at least 28 days.
If the Ask Yields are no longer available, we will determine the Index
Rate by using a suitable and approved, if required, replacement
method.

A Market Value Adjustment may be positive, negative or result in no
change.  In general, if interest rates are rising, you bear the risk
that any Market Value Adjustment will likely be negative and reduce
your contract value.  On the other hand, if interest rates are
falling, it is more likely that you will receive a positive Market
Value Adjustment that increases your contract value.  In the event of
a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from
the amount surrendered, transferred or annuitized.  In the event of a
partial withdrawal, transfer or annuitization, we will add or subtract
any Market Value Adjustment from the total amount withdrawn,
transferred or annuitized in order to provide the amount requested.
If a negative Market Value Adjustment exceeds your contract value in
the Fixed Interest Allocation, we will consider your request to be a
full surrender, transfer or annuitization of the Fixed Interest
Allocation.

Several examples which illustrate how the Market Value Adjustment
works are included in Appendix B.

                         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, The Galaxy VIP Fund, the PIMCO Trust and
the Warburg Pincus Trust through Account B.  It also provides a
means for you to invest in a Fixed Interest Allocation through the
Fixed Account.

                                   19
CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date.  Each
12-month period following the contract date is a contract year.

ANNUITY START DATE
The annuity start date is the date you start receiving annuity
payments under your Contract.  The Contract, like all deferred
variable annuity contracts, has two phases: the accumulation phase and
the income phase.  The accumulation phase is the period between the
contract date and the annuity start date.  The income phase begins
when you start receiving regular annuity payments from your Contract
on the annuity start date.

CONTRACT OWNER
You are the contract owner.  You are also the annuitant unless another
annuitant is named in the application.  You have the rights and
options described in the Contract.  One or more persons may own the
Contract.  If there are multiple owners named, the age of the oldest
owner will determine the applicable death benefit if such death
benefit is available for multiple owners.

The death benefit becomes payable when you die.  In the case of a sole
contract owner who dies before the income phase begins, we will pay
the beneficiary the death benefit 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 and the death benefit is paid upon
the death of the first of the joint owners to die.  Joint owners may
only select the Standard Death Benefit option.  Upon adding an
additional owner to a contract which was issued with an Enhanced Death
Benefit option, generally, your death benefit will be changed
automatically to a Standard Death Benefit and your mortality and
expense risk charges will be lowered correspondingly to that which
is charged under the Standard Death Benefit Option.  Also note that
if any owner's age is 86 or greater, even the standard death benefit
guarantee will also be lost.  Note that returning a Contract to
single owner status will not restore any  Enhanced Death Benefit.
Unless otherwise specified, the term "age" when used for joint
owners shall mean the age of the oldest owner.

                                   20
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 adviser
for more information if you are not an individual.

BENEFICIARY
The beneficiary is named by you in a written request.  The beneficiary
is the person who receives any death benefit proceeds and who becomes
the successor contract owner if the contract owner (or the annuitant
if the contract owner is other than an individual) dies before the
annuity start date.  We pay death benefits to the primary beneficiary
(unless there are joint owners, in which case death proceeds are
payable to the surviving owner(s)).

If the beneficiary dies before the annuitant or the contract owner,
the death benefit proceeds are paid to the contingent beneficiary, if
any.  If there is no surviving beneficiary, we pay the death benefit
proceeds to the contract owner's estate.

One or more persons may be a beneficiary or contingent beneficiary.
In the case of more than one beneficiary, we will assume any death
benefit proceeds are to be paid in equal shares to the surviving
beneficiaries.

You have the right to change beneficiaries during the annuitant's
lifetime unless you have designated an irrevocable beneficiary.  When
an irrevocable beneficiary has been designated, you and the
irrevocable beneficiary may have to act together to exercise some of
the rights and options under the Contract.

  CHANGE OF CONTRACT OWNER OR BENEFICIARY.  During the annuitant's
lifetime, you may transfer ownership of a non-qualified Contract.
A change in ownership may affect the amount of the death benefit,
the guaranteed death benefit, and/or the death benefit option
applied to the contract.  The new owner's age, as of the date of the
change, will be used as the

                                   21
basis for determining which option to use.
The new owner's death will determine when a death benefit is payable.

If the new owner's age is less than 80, the death benefit option in
effect prior to the change in owner will remain in effect.  If the new
owner's age is greater than 79, but less than or equal to 85, and if
the contract was issued with an enhanced death benefit, the death
benefit will become the Standard Death Benefit.  If the new owner's
age is greater than 85, the death benefit will be the cash surrender
value.  Once a death benefit has been changed due to a change in
owner, a subsequent change to a younger owner will not restore any
enhanced death benefit and the death benefit will continue to be
the cash surrender value.

You may also change the beneficiary.  All requests for changes must be
in writing and submitted to our Customer Service Center in good order.
The change will be effective as of the day you sign the request.  The
change will not affect any payment made or action taken by us before
recording the change.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract
owner are not older than age 85.

The initial premium payment must be $10,000 or more ($1,500 for
qualified Contracts).  You may make additional payments of $500 or
more ($250 for qualified Contracts) at any time after the free look
period before you turn age 85.  Under certain circumstances, we may
waive the minimum premium payment requirement.  We may also change the
minimum initial or additional premium requirements for certain group
or sponsored arrangements.  An initial or additional premium payment
that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.

The Contracts offered by this prospectus are available only to
customers of Fleet Financial Group, Inc. and its affiliates.

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium and credit within 2 business
days after receipt, if the application and all information necessary
for processing the Contract are complete.  Subsequent premium payments
and credits will be processed within 1 business day if all information
necessary is received.  In certain states we also accept
initial and additional premium payments by wire order.  Wire
transmittals must be accompanied by sufficient electronically
transmitted data.  We may retain your initial premium payment for up
to 5 business days while attempting to complete an incomplete application.
If the application cannot be completed within this period, we will inform
you of the reasons for the delay.  We will also return the premium payment
immediately unless you direct us to hold the premium payment until the
application is completed.  For initial premium payments, the payment will be
credited at the accumulation unit value next determined after receipt of
your premium payment and the completed application.  Once the completed
application is received, we will allocate the payment and credit to the
subaccount and/or Fixed Interest Allocation specified by you within 2
business days.  We will make inquiry to discover any missing information
related to subsequent payments.  For any subsequent premium payments, the
payment and credit will be credited at the accumulation unit value next
determined after receipt of your premium payment and instructions.

Once we allocate your premium payment and credit to the subaccounts
selected by you, we convert the premium payment and credit into
accumulation units.  We divide the amount of the premium payment and
credit allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to

                                   22
determine the number of
accumulation units of the subaccount to be held in Account B with
respect to your Contract.  The net investment results of each
subaccount vary with its investment performance.

If your premium payment was transmitted by wire order from your broker-
dealer, we will follow one of the following two procedures after we
receive and accept the wire order and investment instructions.  The
procedure we follow depends on state availability and the procedures
of your broker-dealer.

 (1)If either your state or broker-dealer do not permit us to issue a
    Contract without an application, we reserve the right to rescind
    the Contract if we do not receive and accept a properly completed
    application or enrollment form within 5 days of the premium
    payment.  If we do not receive the application or form within 5
    days of the premium payment, we will refund the contract value
    plus any charges we deducted, and the Contract will be voided.
    Some states require that we return the premium paid, in which
    case we will comply.

 (2)If your state and broker-dealer allow us to issue a Contract
    without an application, we will issue and mail the Contract to you,
    together with an Application Acknowledgement Statement for your
    execution.  Until our Customer Service Center receives the executed
    Application Acknowledgement Statement, neither you nor the broker-
    dealer may execute any financial transactions on your Contract unless
    they are requested in writing by you.  We may require additional
    information before complying with your request (e.g., signature
    guarantee).

In some states, we may require that an initial premium designated for
a subaccount of Account B or the Fixed Account be allocated with the
added credit to a subaccount specially designated by the Company
(currently, the Liquid Asset subaccount) during the free look period.
After the free look period, we will convert your contract value (your
initial premium and credit plus any earnings less any expenses) into
accumulation units of the subaccounts you previously selected.  The
accumulation units will be allocated based on the accumulation unit
value next computed for each subaccount.  Initial premiums designated
for Fixed Interest Allocations will be allocated with the added credit
to a Fixed Interest Allocation with the guaranteed interest period you
have chosen; however, in the future we may allocate the premiums and
credits to the specially designated subaccount during the free look
period.

ADDITIONAL CREDIT TO PREMIUM
A credit will be added to your contract value based on each premium
payment.  The credit will be added proportionally to each subaccount
and Fixed Interest Allocation as the premium payment is allocated.
The credit is a minimum of 4% of the premium payment.  We may increase
the credit at our discretion.  If we increase the credit we may reduce
it also at our discretion, but we will not reduce it below the minimum
credit of 4%, and we will give at least 30 days notice of any planned
reduction.

The credit constitutes earnings (and not premiums paid by you) for
federal tax purposes.

In any of the following circumstances, we deduct a credit from the
amount we pay to you or your beneficiary:
 (1) If you return your Contract within the free look period, we will
       deduct the credit from the refund amount;
 (2) If a death benefit of contract value becomes payable, we will
       deduct any credits added to your Contract within 1 year prior
       to death; and
 (3) If we waive any surrender charge, we will deduct any credit added
        to your contract value within 1 year.

                                   23
If we deduct a credit from any amount we pay to you, we will deduct
the full dollar amount of the credit.  You will retain any gains, and
you will also bear any losses, that are attributable to the credit we
deduct.

Once we have waived any surrender charge, we will not add any
additional credit to any additional premium you pay on or after the
date of any such waiver.

CONTRACT VALUE
We determine your contract value on a daily basis beginning on the
contract date.  Your contract value is the sum of (a) the contract
value in the Fixed Interest Allocations, and (b) the contract value in
each subaccount in which you are invested.

  CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS.  The contract value in
your Fixed Interest Allocation is the sum of premium payments and
credits allocated to the Fixed Interest Allocation under the Contract,
plus contract value transferred to the Fixed Interest Allocation, plus
credited interest, minus any transfers and withdrawals from the Fixed
Interest Allocation (including any Market Value Adjustment applied to
such withdrawal), contract fees, and premium taxes.

  CONTRACT VALUE IN THE SUBACCOUNTS.  On the contract date, the
contract value in the subaccount in which you are invested is equal to
the initial premium paid and added credit that was designated to be
allocated to the subaccount. On the contract date, we allocate your
contract value to each subaccount and/or a Fixed Interest Allocation
specified by you, unless the Contract is issued in a state that
requires the return of premium payments during the free look period,
in which case, the portion of your initial premium and added credit
not allocated to a Fixed Interest Allocation may be allocated to a
subaccount specially designated by the Company during the free look
period for this purpose (currently, the Liquid Asset subaccount).

On each business day after the contract date, we calculate the amount
of contract value in each subaccount as follows:

   (1)We take the contract value in the subaccount at the end of the
       preceding business day.

   (2)We multiply (1) by the subaccount's Net Investment Factor since the
       preceding business day.

   (3)We add (1) and

   (4)We add to (3) any additional premium payments and credits, and
       then add or subtract any transfers to or from that subaccount.
    (5)We subtract from (4) any withdrawals and any related charges, and
       then subtract any contract fees (including any rider charges) and
       premium taxes.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender
the Contract.  The cash surrender value will fluctuate daily based on
the investment results of the subaccounts in which you are invested
and interest credited to Fixed Interest Allocations and any Market
Value Adjustment.  We do not guarantee any minimum cash surrender
value.  On any date during the accumulation phase, we calculate

                                   24
the cash surrender value as follows: we start with your contract value,
then we adjust for any Market Value Adjustment, and then we deduct any
surrender charge, any charge for premium taxes, the annual contract
administrative fee (unless waived), and any optional benefit rider
charge and any other charges incurred but not yet deducted.

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is
living and before the annuity start date.  A surrender will be
effective on the date your written request and the Contract are
received at our Customer Service Center.  We will determine and pay
the cash surrender value at the price next determined after receipt of
all paperwork required in order for us to process your surrender.
Once paid, all benefits under the Contract will be terminated.  For
administrative purposes, we will transfer your money to a specially
designated subaccount (currently the Liquid Asset subaccount) prior to
processing the surrender.  This transfer will have no effect on your
cash surrender value.  You may receive the cash surrender value in a
single sum payment or apply it under one or more annuity options.  We
will usually pay the cash surrender value within 7 days.

Consult your tax adviser regarding the tax consequences associated
with surrendering your Contract.  A surrender made before you reach
age 59 1/2 may result in a 10% tax penalty.  See "Federal Tax
Considerations" for more details.

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the
Contract.  These subaccounts will invest in investment portfolios we
find suitable for your Contract.

We may amend the Contract to conform to applicable laws or
governmental regulations.  If we feel that investment in any of the
investment portfolios has become inappropriate to the purposes of the
Contract, we may, with approval of the SEC (and any other regulatory
agency, if required) substitute another portfolio for existing and
future investments.  If you elected the dollar cost averaging,
systematic withdrawals, or automatic rebalancing programs or if you
have other outstanding instructions, and we substitute a portfolio
subject to those instructions, we will execute your instructions using
the substituted portfolio, unless you request otherwise.

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.

OPTIONAL RIDERS
Subject to state availability, you may elect one of three optional
benefit riders discussed below.  You may not add more than one of
these three riders to your Contract.  There are separate charges for
each rider.  Once elected, the riders generally may not be cancelled.
This means once you add the rider, you may not remove it, and charges
will be assessed regardless of the performance of your Contract.
Please see "Charges and Fees - Optional Rider Charges" for
information on rider charges.

                                   25
THE OPTIONAL RIDERS MAY NOT BE AVAILABLE FOR ALL INVESTORS.  THEY
SHOULD BE ANALYZED THOROUGHLY AND UNDERSTOOD COMPLETELY BEFORE BEING
ELECTED.  THE OPTIONAL RIDERS DO NOT GUARANTEE ANY RETURN OF PRINCIPAL
OR PREMIUM PAYMENTS AND DO NOT GUARANTEE PERFORMANCE OF ANY SPECIFIC
INVESTMENT PORTFOLIO UNDER THE CONTRACT.  YOU SHOULD CONSULT A
QUALIFIED FINANCIAL ADVISER IN EVALUATING THE RIDERS.

THE OPTIONAL RIDERS MAY NOT BE APPROVED IN ALL STATES.  CHECK WITH OUR
CUSTOMER SERVICE CENTER FOR AVAILABILITY IN YOUR STATE.  THE TELEPHONE
NUMBER IS (800)366-0066.

RIDER DATE
We use the term rider date in the discussion of the optional benefit
riders below.  The rider date is the date an optional benefit rider
becomes effective.  The rider date is also the contract date if the
rider was purchased at the time the Contract is issued.

SPECIAL FUNDS
We use the term Special Funds in the discussion of the Minimum
Guaranteed Accumulation Benefit rider (with the 20-year waiting
period) and the Minimum Guaranteed Income Benefit rider.  The Special
Funds refer to the Liquid Asset subaccount, Limited Maturity Bond
subaccount and the Fixed Interest Allocations.  The Company may
designate new and/or existing subaccounts as a Special Fund with 30
days notice at any time, including during the life of a rider.

NO CANCELLATION
Once you purchase a rider, the rider may not be cancelled,
unless you cancel the Contract during
the Contract's free look period, surrender, annuitize or otherwise
terminate the Contract which automatically cancels any attached rider.
Once the Contract continues beyond the free look period, you may not
at any time cancel the rider, except with respect to a one-time
right to cancel the twenty-year option of the Minimum Guaranteed
Accumulation Benefit rider under specified conditions.  The Company
may, at its discretion, cancel and/or replace a rider at your
request in order to renew or reset a rider.

TERMINATION
The optional riders are "living benefits."  This means that the guaranteed
benefits offered by the riders are intended to be available to you
while you are living and while your Contract is in the accumulation
phase.  The optional riders automatically terminate (and all benefits
under the rider will cease) if you annuitize, surrender or otherwise
terminate your Contract or die (first owner to die if there are
multiple contract owners, or at death of annuitant if contract owner
is not a natural person), unless your spouse beneficiary elects to
continue the Contract, during the accumulation phase.  The optional
rider will also terminate if there is a change in contract ownership
(other than a spousal beneficiary continuation on your death).  Other
circumstances which may cause a particular optional rider to
terminate automatically are discussed below with the applicable rider.

MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB) RIDER
The MGAB rider is an optional benefit which provides you with an MGAB
benefit intended to guarantee a minimum contract value at the end of a
specified waiting period.  The MGAB is a one-time adjustment to your
contract value in the event your contract value on the MGAB Benefit
Date is less than the MGAB Base.  The MGAB rider may offer you protection
in the event your contract value loses value during the MGAB waiting
period.  For discussion of the charges we deduct under the MGAB rider,
see "Optional Rider Charges."

                                   26
The MGAB rider offers a ten-year option and a twenty-year option, of
which you may purchase only one.  The ten-year option has a waiting
period of ten years and guarantees that your contract value at the end
of ten years will at least equal your initial premium payment plus
credits, reduced pro rata for withdrawals.  Transfers made within 3
years prior to the MGAB Benefit Date will also reduce the benefit pro rata.
The twenty-year option has a waiting period of twenty years and guarantees
that your contract value at the end of twenty years will at least equal
two times your initial premium payment plus credits, reduced pro
rata for withdrawals, and reduced for transfers made within 3 years prior to
the MGAB Benefit Date.  On the MGAB Benefit Date, which is the next business
day after the applicable waiting period, we calculate your Minimum
Guaranteed Accumulation Benefit.

  CALCULATING THE MGAB.  We calculate your MGAB as follows:

     1.  WE FIRST DETERMINE YOUR MGAB BASE.  The MGAB Base is only a
calculation.  It does not represent a contract value, nor does it
guarantee performance of the subaccounts in which you are invested.
It is also not used in determining the amount of your annuity income,
cash surrender value and death benefits.

       If you purchased the MGAB rider on the contract date, and

            (i)  elected the ten-year option, your MGAB Base is equal to your
                 initial premium and credit, plus any additional premium and
                 credit added to your Contract during the 2-year period after
                 your rider date, reduced pro rata for any withdrawals and
                 reduced for any transfers made within the last 3 years; or

            (ii) elected the twenty-year option, except for the Special Funds
                 which require special calculations, your MGAB Base is equal
                 to your initial premium and credit, plus any additional
                 premium and credit added to your Contract during the 2-year
                 period after your contract date, accumulated at the MGAB Base
                 Rate, reduced pro rata for any withdrawals and reduced
                 for any transfers made within the last 3 years.
                 The MGAB Base Rate for all allocations
                 to the Special Funds is the annual effective rate of 3.5265%.
                 Accumulation of eligible additional premiums starts on the
                 date the premium was received.

       ONLY PREMIUMS AND CREDITS ADDED TO YOUR CONTRACT DURING THE 2-YEAR
       PERIOD AFTER YOUR RIDER DATE ARE INCLUDED IN THE MGAB BASE,
       BUT ANY ADDITIONAL PREMIUM PAYMENTS YOU ADDED TO YOUR CONTRACT
       AFTER THE SECOND RIDER ANNIVERSARY ARE NOT INCLUDED IN THE
       MGAB BASE.  Thus, the MGAB rider may not be appropriate for
       you if you plan to add substantial premium payments after your
       second rider anniversary.

       If you purchased the MGAB rider after the contract date, your
       MGAB Base is equal to your contract value on the rider date,
       plus premiums and credits added during the 2-year period
       after your rider date.  Withdrawals taken while the MGAB rider
       is in effect, as well as, transfers made within 3 years prior
       to the MGAB Benefit Date will reduce the value of your MGAB
       Base pro rata.  This means that the MGAB Base (and the MGAB
       Charge Base) will be reduced by the same percent as the
       percent of contract value that was withdrawn (or transferred).
       We will look to your contract value immediately before the
       withdrawal or transfer when we determine this percent.

       For any Special Fund under the twenty-year option, if the
       actual interest credited to and/or the investment earnings of
       the contract value allocated to the Special Fund over the
       calculation

                                   27
period is less than the amount calculated under
       the formula above, that lesser amount becomes the increase in
       your MGAB Base for the Special Fund for that period.   THE MGAB
       RATE FOR EACH SPECIAL FUND MAY BE POSITIVE OR NEGATIVE.  Thus,
       investing in the Special Funds may limit the MGAB benefit.

       Under the 20-year option, adding the rider after the contract date
       payment of premiums after the rider date, and/or investments in
       the Special Funds may prevent the MGAB Base from doubling over
       the waiting period.

         2. WE THEN SUBTRACT YOUR THEN CONTRACT VALUE ON THE MGAB BENEFIT
            DATE FROM YOUR MGAB BASE.  The contract value that we subtract
            includes both the contract value in the subaccounts in which
            you are invested and the contract value in your Fixed Interest
            Allocations, if any.

         3. ANY POSITIVE DIFFERENCE IS YOUR MGAB. If there is a MGAB, we
            will automatically credit it on the MGAB Benefit Date to the
            subaccounts in which you are invested pro rata based on the
            proportion of your contract value in the subaccounts on that
            date, unless you have previously given us other allocation
            instructions.  If you do not have an investment in any subaccount
            on the MGAB Benefit Date, we will allocate the MGAB to the Liquid
            Asset subaccount on your behalf.  After the crediting of the MGAB,
            the amount of your annuity income, cash surrender value and death
            benefits will reflect the crediting of the MGAB to your contract
            value to the extent the contract value is used to determine such
            value.

  WITHDRAWALS AND TRANSFERS.  We will reduce your MGAB Base and the MGAB
Charge Base pro rata to the percentage of contract value of any withdrawals
you make after the rider date but prior to the MGAB Benefit Date. Any transfers
you make within three years prior to the MGAB Benefit Date will reduce the MGAB
Base and the MGAB Charge Base pro rata to the percentage of contract value
transferred.  Transfers you make before this date will have no immediate impact
on the MGAB Base.Any transfers to and from the subaccounts and Special Funds in
which you are invested will cause your MGAB Base to be reallocated pro rata
based on the percentage of contract value.  Transfers to one or more Special
Funds could reduce your MGAB benefit.

  PURCHASE.  To purchase the MGAB rider, you must be age 80 or younger
on the rider date if you choose the ten-year option and age 65 or
younger on the rider date if you choose the twenty-year option.  The
waiting period must end at or before your annuity start date.  The
MGAB rider may be purchased (i) on the contract date, and (ii) within
30 days following the contract date.  For contracts issued more than
30 days before the date this rider first became available in your
state, the Company may in its discretion allow purchase of this rider
during the 30-day period preceding the first contract anniversary
after the date of this prospectus, or the date of state approval,
whichever is later.

  THE MGAB BENEFIT DATE.  If you purchased the MGAB rider on the
contract date or added the MGAB rider within 30 days following the
contract date, the MGAB Benefit Date is your 10th contract anniversary
for the ten-year option or 20th contract anniversary for the twenty-
year option.  If you added the MGAB rider during the 30-day period
preceding your first contract anniversary after the date of this
prospectus, your MGAB Benefit Date will be the first contract
anniversary occurring after 10 years (for the ten-year option) or 20
years (for the twenty-year option) after the rider date.  The MGAB
rider is not available if the MGAB Benefit Date would fall beyond the
latest annuity start date.

  CANCELLATION.  If you elected the twenty-year option, you have a one-
time right to cancel the MGAB rider on your first contract anniversary
that is at least 10 years after the rider date.  If you purchased the
MGAB rider during the 30-day period following the contract date, your
one-time right to cancel the rider occurs on the tenth anniversary of
your contract date.  To cancel, you need to send written notice to our
Customer Service Center at least 30 days before such anniversary date.
If the MGAB rider is terminated before the MGAB Benefit Date, you will
not be credited with the MGAB and we will assess the pro rata portion
of the MGAB rider charge for the current quarter.

                                   28
NOTIFICATION.  Any crediting of the MGAB will be reported in your
first quarterly statement following the MGAB Benefit Date.

MINIMUM GUARANTEED INCOME BENEFIT (MGIB) RIDER.
The MGIB rider is an optional benefit which guarantees that a minimum amount
of annuity income will be available to you if you annuitize on the MGIB Benefit
Date, regardless of fluctuating market conditions.  The amount of the Minimum
Guaranteed Income Benefit will depend on the amount of premiums you pay during
the five contract years after you purchase the rider, the credit(s) we add, the
ammount of contract value you allocate or transfer to the Special Funds, the
MGIB Rate (7% for all portfolios except the Special Funds), the adjustments for
Special Fund Transfers, and the dollar amount of any withdrawals you take while
the rider is in effect.  For a discussion of the charges we deduct under the
MGIB rider, see "Optional Rider Charges."  Ordinarily, the amount of income
that will be available to you on the annuity start date is based on your
contract value, the annuity option you selected and the guaranteed or income
factors in effect on the date you annuitize.  If you purchase the MGIB rider,
the minimum amount of income that will be available to you upon annuitization
on the MGIB Benefit Date is the greatest of:

       (i)  your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the guaranteed income factors
            specified in your Contract for the annuity option you
            selected;

       (ii) your annuity income based on your contract value
            adjusted for any Market Value Adjustment on the MGIB
            Benefit Date applied to the then current income
            factors in effect for the annuity option you selected;
            and

       (iii)the MGIB annuity income based on your MGIB Base on the MGIB
            Benefit Date applied to the MGIB income factors specified
            in your rider MGIB for the annuity option you selected.
            Prior to applying the MGIB income factors, we will adjust
            the MGIB Base for any surrender charges, premium tax recovery
            and Market Value Adjustments that would otherwise apply at
            annuitization.

Prior to your latest annuity start date, you may choose to exercise your
right to receive payments under the MGIB rider on the MGIB Benefit Date.
Payments under the rider begin on the MGIB Benefit Date.  We require a
10-year waiting period before you can annuitize the MGIB rider benefit.
The MGIB must be exercised in the 30-day period prior to the end of the
waiting period or any subsequent contract anniversary.  At your
request, the Company may in its discretion extend the latest contract
annuity start date without extending the MGIB Benefit Date.

  DETERMINING THE MGIB ANNUITY INCOME.  On the MGIB Benefit Date, we
calculate your MGIB annuity income as follows:

     1.  WE FIRST DETERMINE YOUR MGIB BASE.  The MGIB Base is only a
         calculation used to determine the MGIB.  The MGIB Base does not
         represent a contract value, nor does it guarantee performance of
         the subaccounts in which you are invested.  It is also not used
         in determining the amount of your cash surrender value and death
         benefits.  Any reset of contract value under provisions of the
         Contract or other riders will not increase the MGIB Base or
         MGIB Base Maximum.

          (i)    If you purchased the MGIB rider on the contract date, except
                 for the Special Funds which require special calculations,
                 the MGIB Base is equal to your initial premium and credits,
                 plus any additional premiums and credits added to your
                 Contract during the 5-year period after your contract date,
                 accumulated at the MGIB Base Rate (7% for all portfolios
                 except the Special Funds), reduced pro rata by all
                 withdrawals taken while the MGIB rider is in effect.
                 Premiums and credits paid after the 5th contract
                 anniversary are excluded from the MGIB Base.

                                   29
(ii)   If you purchased the MGIB rider after the contract date
                 except for the special Funds which require special
                 calculations, your MGIB Base is equal to your contract value
                 on the rider date plus any additional premiums and credits
                 added to your Contract during the 5-year periods after your
                 rider date, accumulated at the MGIB Base Rate (7% for all
                 portfolios except the Special Funds), reduced pro rata by all
                 withdrawals taken while the MGIB rider is in effect.
                 Such additional premium payments and credits added more than
                 5 years before the earliest MGIB Benefit Date are included in
                 the MGIB Base.  Premiums and credits paid after the 5th
                 contract anniversary are excluded from the MGIB Base.

            (iii)For any Special Fund, if the actual earnings to
                 and/or the interest credited to the contract value
                 allocated to the Special Fund over the calculation period
                 is less than the amount determined under the formula above,
                 that lesser amount becomes the change in your MGIB Base
                 for the Special Fund.  THE MGIB BASE RATE FOR EACH SPECIAL
                 FUND MAY BE POSITIVE OR NEGATIVE.  Thus, investing in
                 the Special Funds may limit the MGIB benefit.

            Of course, regardless of when purchased or how you invest,
            withdrawals will reduce the value of your MGIB Base pro rata
            to the percentage of the contract value withdrawn.

            We offer a 7% MGIB Base Rate, except for the Special Funds.
            The Company may at its discretion discontinue offering this
            rate.  The MGIB Base Rate is an annual effective rate.

            The MGIB Base is subject to the MGIB Base Maximum.  The
            MGIB Base Maximum is the amount calculated above until
            the earlier of: (i) the date the oldest contract owner
            reaches age 80, or (ii) the date the MGIB Base reaches
            two times the MGIB Eligible Premiums and credits,
            adjusted for any withdrawals.  MGIB Eligible Premiums is
            the total of premiums paid during the first 5 years after
            the rider date.

     2. THEN WE DETERMINE THE MGIB ANNUITY INCOME BASED ON YOUR MGIB
        BASE (ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT SURRENDER CHARGE AND
        PREMIUM TAXES), BY THE INCOME FACTOR, AND THEN DIVIDE BY $1,000.

        Two MGIB Income Options are available under the MGIB Rider:

            (i)  Income for Life (Single Life or Joint with 100% Survivor)
                 and 10-30 Year Certain; or

            (ii) Income for a 20-30 Period Certain; or

            (iii)Any other income plan offered by the Company in connection
                 with the MGIB rider on the MGIB Benefit Date.

     On the MGIB Benefit Date, we would apply the MGIB Base using
the Table of Income Factors specified in the MGIB rider for the Income
Option you selected.  The guaranteed factors contained in the MGIB rider
generally provide lower payout per $1,000 of value applied than the
guaranteed factors found in your Contract.

     Then we compare the MGIB annuity income under the rider
guarantee for the option selected with the annuity income under your Contract
guarantee for the same option.  The greater amount of income will be available
to you on the MGIB Benefit Date.

  WITHDRAWALS AND TRANSFERS.  We will reduce the MGIB Base and the
MGIB Base Maximum pro rata by the percentage of contract value of any
withdrawals you make. Any transfers to and from the subaccounts and
Special Funds in which you are invested will cause your MGIB Base to
be reallocated pro rata based on the percentage of contract value you
transfer.  This could reduce the MGIB benefit.

  PURCHASE.  To purchase the MGIB rider, you must be age 79 or younger
on the rider date and the ten-year waiting period must end at or prior
to the latest annuity start date.  The MGIB rider must be purchased
(i) on the contract date, or (ii) within thirty days after the
contract date. For contracts issued more than 30 days before the date
this rider first became available in your state, the Company may in
its discretion allow purchase of this rider during the 30-day period
preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later. There
is a ten year waiting period before you can annuitize under the MGIB
rider.

   THE MGIB BENEFIT DATE.  If you purchased the MGIB rider on the contract
date or added the MGIB rider within 30 days following the contract date, the
MGIB Benefit Date is the contract anniversary on or after the tenth contract
anniversary from the rider date when you decide to exercise your right to
annuitize under the MGIB Rider.  If you added the MGIB rider during the 30-day
period preceding your first contract anniversary after the date of this
prospectus, your MGIB Benefit Date is any contract anniversary on or after the
tenth contract anniversary fromthe rider date when you decide to exercise your
right to annuitize under the MGIB Rider.

  NO CHANGE OF ANNUITANT.  Once the MGIB rider is purchased, the
annuitant may not be changed except for the following exception.  If
an annuitant who is not a contract owner dies prior to
annuitization, a new annuitant may be named in accordance
with the provisions of your Contract.  The MGIB Base is unaffected
and continues to accumulate.

                                   30
NOTIFICATION.  On or about 30 days prior to the MGIB Benefit Date,
we will provide you with notification which will include an estimate
of the amount of MGIB annuity benefit available if you choose to
exercise.  The actual amount of the MGIB annuity benefit will be
determined as of the MGIB Benefit Date.

THE MGIB RIDER DOES NOT RESTRICT OR LIMIT YOUR RIGHT TO ANNUITIZE
THE CONTRACT AT ANY TIME PERMITTED UNDER THE CONTRACT. THE MGIB RIDER
DOES NOT RESTRICT YOUR RIGHT TO ANNUITIZE THE CONTRACT USING CONTRACT
VALUES THAT MAY BE HIGHER THAN THE MGIB ANNUITY BENEFIT.

THE BENEFITS ASSOCIATED WITH THE MGIB RIDER ARE AVAILABLE ONLY IF YOU
ANNUITIZE YOUR CONTRACT UNDER THE RIDER AND IN ACCORDANCE WITH THE
PROVISIONS SET FORTH ABOVE.   ANNUITIZING USING THE MGIB MAY RESULT IN
THE MORE FAVORABLE STREAM OF INCOME PAYMENTS UNDER YOUR CONTRACT.
BECAUSE THE MGIB RIDER IS BASED ON CONSERVATIVE ACTUARIAL FACTORS,
THE LEVEL OF LIFETIME INCOME THAT IT GUARANTEES MAY BE LESS THAN THE
LEVEL THAT MIGHT BE PROVIDED BY THE APPLICATION OF YOUR CONTRACT
VALUE TO THE CONTRACT'S APPLICABLE ANNUITY FACTORS.  YOU SHOULD
CONSIDER ALL OF YOUR OPTIONS AT THE TIME YOU BEGIN THE INCOME
PHASE OF YOUR CONTRACT.

MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB) RIDER
The MGWB rider is an optional benefit which guarantees that if your
contract value is reduced to zero you will receive annual periodic
payments equal to all premium payments and credits paid during
the first two contract years (Eligible Payment Amount) adjusted
for any prior withdrawals.  To maintain this guarantee, withdrawals
in any contract year may not exceed 7% of your Eligible
Payment Amount.  If your contract value is reduced to zero,
your periodic payments will be 7% of your Eligible Payment Amount
every year.  Payments continue until your MGWB Withdrawal Account is
reduced to zero.  For a discussion of the charges we deduct under
the MGWB rider, see "Optional Rider Charges."  Each payment you receive
under the MGWB rider will be taxed as a withdrawal and may be subject
to a penalty tax.  See "Withdrawals" and "Federal Tax Considerations"
for more information.  Your original Eligible Payment Amount depends
on when you purchase the MGWB rider and is:

       (i)if you purchased the MGWB rider on the contract date, your
            premium payments and credits, received during the first
            two contract years; or
       (ii)if you purchased the MGWB rider after the contract date,
            your contract value on the rider date, including any
            premiums and credits received that day, and any
            subsequent premium payments and credits received during
            the two-year period commencing on the rider date.

  THE MGWB WITHDRAWAL ACCOUNT. The MGWB Withdrawal Account is only a
calculation which represents the remaining amount available for
periodic payments under the MGWB rider.  It does not represent a contract
value, nor does it guarantee performance of the subaccounts in which
you are invested.  It will not affect your annuitization, surrender
and death benefits.  The MGWB Withdrawal Account is equal to the
Eligible Payment Amount adjusted for any withdrawals.  Withdrawals
of up to 7% per year of the Eligible Payment Amount.  Such withdrawals
will reduce the value of your MGWB Withdrawal Account by the dollar
amount of the withdrawal.  Any withdrawals greater than 7% per year
of the Eligible Payment Amount will cause a reduction in both the
MGWB Withdrawal Account and the Eligible Payment Amount by the
proportion that the withdrawal bears to the contract value at the
time of the withdrawal.  The MGWB Withdrawal Account is also reduced
by the amount of any periodic payments paid under the MGWB rider
once your contract value is zero.

  GUARANTEED WITHDRAWAL STATUS.  You may continue to make withdrawals
in any amount permitted under your Contract so long as your contract
value is greater than zero.  See "Withdrawals."  However, making
withdrawals in any year greater than 7% per year of the Eligible
Payment Amount will reduce the Eligible Payment Amount for future
withdrawals and payments under the MGWB rider by the proportion
that the withdrawal bears to the contract value at the time of
the withdrawal.  The MGWB rider will remain in force, and you
may continue to make withdrawals so long as:

                                   31
(i)   your contract value is greater than zero;
       (ii)  your MGWB Withdrawal Account is greater than zero;
       (iii) your latest allowable annuity start date has not been
               reached;
       (iv)  you have not elected to annuitize your Contract; and
       (v)   you have not died (unless your spouse has elected to
              continue the contract), changed the ownership of the
              Contract or surrendered the Contract.

  The standard Contract provision limiting withdrawals to no more than
90% of the cash surrender value is not applicable under the MGWB
rider.

  WITHDRAWAL ADJUSTMENTS.  We will reduce the MGWB Withdrawal Account by
the dollar amount of any withdrawal taken up to 7% per year of the Eligible
Payment Amount.  Any withdrawal taken in excess of 7% per year of the
Eligible Payment Amount will reduce both the MGWB Withdrawal Account
and the Eligible Payment Amount, pro rata in proportion to the
percentage of contract value withdrawn.  If a withdrawal reduces the
MGWB Withdrawal Account to zero, the MGWB rider terminates and no
further benefits are payable under the rider.

  AUTOMATIC PERIODIC BENEFIT STATUS.  Under the MGWB rider, in the
event your contract value is reduced to zero, your Contract is
given what we refer to as Automatic Periodic Benefit Status if:

       (i)   your MGWB Withdrawal Account is greater than zero;
       (ii)  your latest allowable annuity start date has not been
               reached;
       (iii) you have not elected to annuitize your Contract; and
       (iv)  you have not died, changed the ownership of the Contract
               or surrendered the Contract.

  Once your Contract is given Automatic Periodic Benefit Status, we
will pay you the annual MGWB periodic payments, beginning on the next
contract anniversary, equal to the lesser of the remaining MGWB
Withdrawal Account or 7% annually of your Eligible Payment Amount
until the earliest of (i) your contract's latest annuity start date,
(ii) the death of the owner; or (iii) until your MGWB Withdrawal
Account is exhausted.  We will reduce the MGWB Withdrawal Account
by the amount of each payment.  Once your Contract is given Automatic
Periodic Benefit Status (that is your contract value is zero), we
will not accept any additional premium payments in your Contract,
and the Contract will not provide any benefits except those provided
by the MGWB rider.  Any other rider terminates.  Your Contract will
remain in Automatic Periodic Benefit Status until the earliest of
(i) payment of all MGWB periodic payments, and (ii) payment of the
Commuted Value (defined below), or (iii) the owner's death has occurred.

  On the contract's latest annuity start date, in lieu of making the
remaining MGWB periodic payments, we will pay you the Commuted Value
of your MGWB periodic payments remaining.  We may, at our option,
extend your annuity start date in order to continue the MGWB periodic
payments.  The Commuted Value is the present value of any then remaining
MGWB periodic payments at the current interest rate plus 0.50%.  The
current interest rate will be determined by the average of the Ask
Yields for U.S. Treasury Strips as quoted by a national quoting
service for periods applicable to the remaining payments.

                                   32
Once the last MGWB periodic
payment is made or we pay you the Commuted Value, your Contract and
the MGWB rider terminate.

  DEATH BENEFIT DURING AUTOMATIC PERIODIC BENEFIT STATUS.  If you have
never withdrawn more than 7% per year of the Eligible Payment Amount
and you elected the 7% Solution Enhanced Death Benefit in your
Contract (or you elected the Combination Enhanced Death Benefit
resulting in the 7% Solution Enhanced Death Benefit as the actual
death benefit), the death benefit otherwise payable under the terms of
your Contract will remain in force during any Automatic Periodic Benefit
Status.  In determining the amount of the death benefit during the
Automatic Periodic Benefit Status, we deem your contract value to
be zero and treat the MGWB periodic payments as withdrawals.
In all other cases, the death benefit payable during Automatic
Periodic Benefit Status is your MGWB Withdrawal Account which
equals the sum of the remaining MGWB periodic payments.
If you elected the Combination Enhanced Death Benefit, then
the 7% Solution and the Annual Ratchet components shall each
be calculated as if each were the elected death benefit option.

 PURCHASE.  To purchase the MGWB rider, your must be age 80 or younger
on the rider date.  The MGWB rider must be purchased (i) on the contract
date, or (ii) within 30 days after the contract date.  For contracts issued
more than 30 days before the date this rider first became available in your
state, the Company may in its discretion allow purchase of this rider during
the 30-day period preceding the first contract anniversary after the date of
this prospectus, or the date of state approval, whichever is later.

OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the same
investment portfolios of the Trusts.  These contracts have different
charges that could effect their performance, and may offer different
benefits more suitable to your needs.  To obtain more information
about these other contracts, contact our Customer Service Center or
your registered representative.

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit
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.  The
Free Withdrawal Amount in any Contract year is 10% of your contract
value on the date of the withdrawal less any withdrawals during that
contract year.

You need to submit to us a written request specifying the Fixed
Interest Allocations or subaccounts from which amounts are to be
withdrawn, otherwise the withdrawal will be made on a pro rata basis
from all of the subaccounts in which you are invested.  If there is
not enough contract value in the subaccounts, we will deduct the
balance of the withdrawal from your Fixed Interest Allocations
starting with the guaranteed interest periods nearest their maturity
dates until we have honored your request.  We will apply a Market
Value Adjustment to any withdrawal from your Fixed Interest Allocation
taken more than 30 days before its maturity date.  We will determine
the contract value as of the close of business on

                                   33
the day we receive
your withdrawal request at our Customer Service Center.  The contract
value may be more or less than the premium payments made.

For administrative purposes, we will transfer your money to a
specially designated subaccount (currently, the Liquid Asset
subaccount) prior to processing the withdrawal.  This transfer will
not effect the withdrawal amount you receive.

Please be aware that the benefit we pay under certain optional benefit
riders will be reduced by any withdrawals you take while the rider is
in effect.  See "Optional Riders."

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals.  Each
withdrawal must be a minimum of $100.  We will apply a Market Value
Adjustment to any regular withdrawal from a Fixed Interest Allocation
that is taken more than 30 days before its maturity date.

SYSTEMATIC WITHDRAWALS
You may elect to receive automatic systematic withdrawal payments (1)
from the contract value in the subaccounts in which you are invested,
or (2) from the interest earned in your Fixed Interest Allocations.
Systematic withdrawals may be taken monthly, quarterly or annually.
You decide when you would like systematic payments to start as long as
it is at least 28 days after your contract date.  You also select the
date on which the systematic withdrawals will be made, but this date
cannot be later than the 28th day of the month.  If you have elected
to receive systematic withdrawals but have not chosen a date, we will
make the withdrawals on the same calendar day of each month as your
contract date.  If your contract date is after the 28th day of the
month, your systematic withdrawal will be made on the 28th day of each
month.

Each systematic withdrawal amount must be a minimum of $100.  The
amount of your systematic withdrawal can either be (1) a fixed dollar
amount, or (2) an amount based on a percentage of your contract value.
Both forms of systematic withdrawals are subject to the following
maximum, which is calculated on each withdrawal date:

                                  MAXIMUM PERCENTAGE
                    FREQUENCY     OF CONTRACT VALUE
                    Monthly              0.833%
                    Quarterly            2.50%
                    Annually            10.00%

If your systematic withdrawal is a fixed dollar amount and the amount
to be systematically withdrawn would exceed the applicable maximum
percentage of your contract value on any withdrawal date, we will
automatically reduce the amount withdrawn so that it equals such
percentage.  Thus, your fixed dollar systematic withdrawals will never
exceed the maximum percentage.  If you want fixed dollar systematic
withdrawals to exceed the maximum percentage and are willing to incur
associated surrender charges, consider the Fixed Dollar Systematic
Withdrawal Feature which you may add to your regular fixed dollar
systematic withdrawal program.

If your systematic withdrawal is based on a percentage of your
contract value and the amount to be systematically withdrawn based on
that percentage would be less than $100, we will automatically
increase the amount to $100 as long as it does not exceed the maximum
percentage.  If the systematic

                                   34
withdrawal would exceed the maximum
percentage, we will send the amount, and then automatically cancel
your systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to
interest earnings during the prior month, quarter, or year, depending
on the frequency you chose.  Systematic withdrawals are not subject to
a Market Value Adjustment, unless you have added the Fixed Dollar
Systematic Withdrawal Feature discussed below and the payments exceed
interest earnings.  Systematic withdrawals from Fixed Interest
Allocations under the Fixed Dollar Systematic Withdrawal Feature are
available only in connection with Section 72(q) and 72(t)
distributions. A Fixed Interest Allocation may not participate in both
the systematic withdrawal option and the dollar cost averaging program
at the same time.

You may change the amount or percentage of your systematic withdrawal
once each contract year or cancel this option at any time by sending
satisfactory notice to our Customer Service Center at least 7 days
before the next scheduled withdrawal date.  The systematic withdrawal
option may commence in a contract year where a regular withdrawal has
been taken but you may not change the amount or percentage of your
withdrawals in any contract year during which you have previously
taken a regular withdrawal.  You may not elect the systematic
withdrawal option if you are taking IRA withdrawals.

  FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE.  You may add the Fixed
Dollar Systematic Withdrawal Feature to your regular fixed dollar
systematic withdrawal program.  This feature allows you to receive a
systematic withdrawal in a fixed dollar amount regardless of any
surrender charges or Market Value Adjustments. Systematic withdrawals
from Fixed Interest Allocations under the Fixed Dollar Systematic
Withdrawal Feature are available only in connection with Section 72(q)
and 72(t) distributions. You choose the amount of the fixed systematic
withdrawals, which may total up to a maximum of 10% of your contract
value as determined on the day we receive your election of this
feature.  The maximum limit will not be recalculated when you make
additional premium payments, unless you instruct us to do us.  We will
assess a surrender charge on the withdrawal date if the systematic
withdrawal exceeds the maximum limit as calculated on the withdrawal
date.  We will assess a Market Value Adjustment on the withdrawal date
if the systematic withdrawal from a Fixed Interest Allocation exceeds
your interest earnings on the withdrawal date.  We will apply the
surrender charge and any Market Value Adjustment directly to your
contract value (rather than to the systematic withdrawal) so that the
amount of each systematic withdrawal remains fixed.

  Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the
maximum. Such withdrawals are subject to surrender charges and Market
Value Adjustments when they exceed the applicable free withdrawal
amount.

IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2
during the current calendar year, you may elect to have distributions
made to you to satisfy requirements imposed by Federal tax law.  IRA
withdrawals provide payout of amounts required to be distributed by
the Internal Revenue Service rules governing mandatory distributions
under qualified plans.  We will send you a notice before your
distributions commence.  You may elect to take IRA withdrawals at that
time, or at a later date.  You may not elect IRA withdrawals and
participate in systematic withdrawals at the same time.  If you do not
elect to take IRA withdrawals, and distributions are required by
Federal tax law, distributions adequate to satisfy the requirements
imposed by Federal tax law may be made.  Thus, if you are
participating in

                                   35
systematic withdrawals, distributions under that
option must be adequate to satisfy the mandatory distribution rules
imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or
annual basis.  Under this option, you may elect payments to start as
early as 28 days after the contract date.  You select the day of the
month when the withdrawals will be made, but it cannot be later than
the 28th day of the month.  If no date is selected, we will make the
withdrawals on the same calendar day of the month as the contract
date.

You may request that we calculate for you the amount that is required
to be withdrawn from your Contract each year based on the information
you give us and various choices you make. For information regarding
the calculation and choices you have to make, see the Statement of
Additional Information.  The minimum dollar amount you can withdraw is
$100.  When we determine the required IRA withdrawal amount for a
taxable year based on the frequency you select, if that amount is less
than $100, we will pay $100. At any time where the IRA withdrawal
amount is greater than the contract value, we will cancel the Contract
and send you the amount of the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each
contract year or cancel this option at any time by sending us
satisfactory notice to our Customer Service Center at least 7 days
before the next scheduled withdrawal date.

An IRA withdrawal in excess of the amount allowed under systematic
withdrawals will be subject to a Market Value Adjustment.

CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED
WITH TAKING WITHDRAWALS.  You are responsible for determining that
withdrawals comply with applicable law.  A withdrawal made before the
taxpayer reaches age 59 1/2 may result in a 10% penalty tax.  See
"Federal Tax Considerations" for more details.

                   TRANSFERS AMONG YOUR INVESTMENTS

You may transfer your contract value among the subaccounts in which
you are invested and your Fixed Interest Allocations at the end of the
free look period until the annuity start date.  We currently do not
charge you for transfers made during a contract year, but reserve the
right to charge $25 for each transfer after the twelfth transfer in a
contract year.  We also reserve the right to limit the number of
transfers you may make and may otherwise modify or terminate transfer
privileges if required by our business judgement or in accordance with
applicable law.  We will apply a Market Value Adjustment to transfers
from a Fixed Interest Allocation taken more than 30 days before its
maturity date, unless the transfer is made under the dollar cost
averaging program.  Transfers between Special Funds and other
investment portfolios will result in a transfer of the Guaranteed
Death Benefit in proportion to the contract value transferred.  In
cases where more than one Guaranteed Death Benefit exists because of
such transfers, each death benefit will be combined to calculate the
total death benefit.

Please be aware that the benefit we pay under an optional benefit rider may
be affected by certain transfers you make while the rider is in effect.
Transfers may also affect your optional rider base.  See "Optional Riders."

Transfers will be based on values at the end of the business day in
which the transfer request and any required paperwork is received at
our Customer Service Center.

                                   36
The minimum amount that you may transfer is $100 or, if less, your
entire contract value held in a subaccount or a Fixed Interest
Allocation.

To make a transfer, you must notify our Customer Service Center and
all other administrative requirements must be met.  Any transfer
request received after 4:00 p.m. eastern time or the close of the New
York Stock Exchange will be effected on the next business day.
Account B and the Company will not be liable for following
instructions communicated by telephone or over the internet that we
reasonably believe to be genuine.  We require personal identifying
information to process a request for transfer made over the
telephone or over the internet.

DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if
you have at least $1,200 of contract value in the (i) Limited Maturity
Bond subaccount or the Liquid Asset subaccount, or (ii) a Fixed
Interest Allocation with either a 6-month or a 1-year guaranteed
interest period.  These subaccounts or Fixed Interest Allocations
serve as the source accounts from which we will, on a monthly basis,
automatically transfer a set dollar amount of money to other
subaccounts selected by you.  We also may offer DCA Fixed Interest
Allocations, which are 6-month and 1-year Fixed Interest Allocations
available exclusively for use with the dollar cost averaging program.
The DCA Fixed Interest Allocations require a minimum premium payment
of $1,200 directed into a DCA Fixed Interest Allocation.

The dollar cost averaging program is designed to lessen the impact of
market fluctuation on your investment.  Since we transfer the same
dollar amount to other subaccounts each month, more units of a
subaccount are purchased if the value of its unit is low and less
units are purchased if the value of its unit is high.  Therefore, a
lower than average value per unit may be achieved over the long term.
However, we cannot guarantee this.  When you elect the dollar cost
averaging program, you are continuously investing in securities
regardless of fluctuating price levels.  You should consider your
tolerance for investing through periods of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar
amount you want transferred under this program.  Each monthly transfer
must be at least $100.  If your source account is the Limited Maturity
Bond subaccount, the Liquid Asset subaccount or a 1-year Fixed
Interest Allocation, the maximum amount that can be transferred each
month is your contract value in such source account divided by 12.  If
your source account is a 6-month Fixed Interest Allocation, the
maximum amount that can be transferred each month is your contract
value in such source account divided by 6.  You may change the
transfer amount once each contract year.  If you have a DCA Fixed
Interest Allocation, there is no minimum or maximum transfer amount;
we will transfer all your money allocated to that source account into
the subaccount(s) in equal payments over the selected 6-month or
1-year period.  The last payment will include earnings accrued over the
course of the selected period.  If you make an additional premium
into a Fixed Interest Allocation subject to dollar cost averaging,
the amount of your transfers under the dollar cost averaging program
remains the same, unless you instruct us to increase the transfer amount.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest
Allocation under the dollar cost averaging program are not subject to
a Market Value Adjustment.  However, if you terminate the dollar cost
averaging program for a DCA Fixed Interest Allocation and there is
money remaining in the DCA Fixed Interest Allocation, we will transfer
the remaining money to the Liquid Asset subaccount.  Such transfer
will trigger a Market Value Adjustment if the transfer is made more
than 30 days before the maturity date of the DCA Fixed Interest
Allocation.

                                   37
If you do not specify the subaccounts to which the dollar amount of
the source account is to be transferred, we will transfer the money to
the subaccounts in which you are invested on a proportional basis.
The transfer date is the same day each month as your contract date.
If, on any transfer date, your contract value in a source account is
equal or less than the amount you have elected to have transferred,
the entire amount will be transferred and the program will end.  You
may terminate the dollar cost averaging program at any time by sending
satisfactory notice to our Customer Service Center at least 7 days
before the next transfer date. A Fixed Interest Allocation or DCA
Fixed Interest Allocation may not participate in the dollar cost
averaging program and in systematic withdrawals at the same time.

We may in the future offer additional subaccounts or withdraw any
subaccount or Fixed Interest Allocation to or from the dollar cost
averaging program, stop offering DCA Fixed Interest Allocations or
otherwise modify, suspend or terminate this program.  Of course, such
change will not affect any dollar cost averaging programs in operation
at the time.

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the
subaccounts of Account B, you may elect to have your investments in
the subaccounts automatically rebalanced.  We will transfer funds
under your Contract on a quarterly, semi-annual, or annual calendar
basis among the subaccounts to maintain the investment blend of your
selected subaccounts.  The minimum size of any allocation must be in
full percentage points.  Rebalancing does not affect any amounts that
you have allocated to the Fixed Account.  The program may be used in
conjunction with the systematic withdrawal option only if withdrawals
are taken pro rata.  Automatic rebalancing is not available if you
participate in dollar cost averaging.  Automatic rebalancing will not
take place during the free look period.

To participate in automatic rebalancing, send satisfactory notice to
our Customer Service Center.  We will begin the program on the last
business day of the period in which we receive the notice.  You may
cancel the program at any time.  The program will automatically
terminate if you choose to reallocate your contract value among the
subaccounts or if you make an additional premium payment or partial
withdrawal on other than a pro rata basis.  Additional premium
payments and partial withdrawals effected on a pro rata basis will not
cause the automatic rebalancing program to terminate.

                         DEATH BENEFIT CHOICES

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either
the annuitant (when a contract owner is not an individual), the
contract owner or the first of joint owners dies.  Assuming you are
the contract owner, your beneficiary will receive a death benefit
unless the beneficiary is your surviving spouse and elects to continue
the Contract.  The death benefit value is calculated at the close of
the business day on which we receive written notice and due proof of
death, as well as any required paperwork, at our Customer Service
Center.  If your beneficiary elects to delay receipt of the death
benefit until a date after the time of death, the amount of the
benefit payable in the future may be affected.  The proceeds may be
received in a single sum or applied to any of the annuity options.  If
we do not receive a request to apply the death benefit proceeds to an
annuity option, we will make a single sum distribution.  We will
generally pay death benefit proceeds within 7 days after our Customer
Service Center has received sufficient information to make the
payment.

                                   38
You may choose from the following 4 death benefit choices: (1) the
Standard Death Benefit Option; (2) the 7% Solution Enhanced Death
Benefit Option; (3) the Annual Ratchet Enhanced Death Benefit Option;
and (4) the Max 7 Enhanced Death Benefit Option.  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.  A change in ownership of the Contract may affect the
amount of the death benefit and the enhanced death benefit.  The
MGWB rider may affect the death benefit.  See "Minimum Guaranteed
Withdrawal Benefit (MGWB) Rider - Death Benefit during Automatic
Periodic Benefit Status."

  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 minus any credits added within 1 year prior to death;
(ii) total premium payments reduced by a pro rata adjustment for any
withdrawal; (iii) the cash surrender value; and (iv) the total premium
payments made under the Contract, plus all credits, reduced by a pro
rata adjustment for any withdrawals, then minus any credits applied
within 1 year prior to death.

  ENHANCED DEATH BENEFITS.  If the 7% Solution Enhanced Death Benefit,
the Annual Ratchet Enhanced Death Benefit or the Max 7 Enhanced
Death Benefit is elected, the death benefit under the Contract is the
greatest of (i) the contract value minus any credits added within 1
year prior to death; (ii) total premium payments reduced by a pro rata
adjustment for any withdrawal; (iii) the cash surrender value; and
(iv) the enhanced death benefit as calculated below minus any credits
added within 1 year prior to death.

  The Max 7 Enhanced Death Benefit is the greater of (1) the 7%
Solution Enhanced Death Benefit or (2) the Annual Ratchet Enhanced
Death Benefit.  Under this benefit option, the 7% Solution Enhanced Death
Benefit and the Annual Ratchet Enhanced Death Benefit are calculated
in the same manner as if each were the elected benefit.

            HOW THE ENHANCED DEATH BENEFIT IS CALCULATED
         7% SOLUTION                        ANNUAL RATCHET
   On each business day that         On each contract anniversary
   occurs on or before the           that occurs on or before the
   contract owner turns 80, we       contract owner turns age 80,
   credit interest at the 7%         we compare the prior enhanced
   annual effective rate* to the     death benefit to the contract
   enhanced death benefit from the   value and select the larger
   preceding day (which would be     amount as the new enhanced
   the initial premium and credit    death benefit.
   if the preceding day is the
   contract date), then we add       On all other days, the
   additional premiums paid and      enhanced death benefit is the
   credits added since the           amount determined below.  We
   preceding day, then we adjust     first take the enhanced death
   for any withdrawals made          benefit from the preceding day
   (including any Market Value       (which would be the initial
   Adjustment applied to such        premium and credit if the
   withdrawals and any associated    valuation date is the contract
   surrender charges**) since the    date) and then we add
   preceding day.  At age 80 or at   additional premiums paid and
   the time the maximum death        credits added since the
   benefit is reached, the           preceding day, then reduce the
   accumulation rate used will       enhanced death benefit pro
   change.                           rata for any contract value
   The maximum enhanced death        withdrawn.  That amount
   benefit is 3 times all premium    becomes the new enhanced
   payments and credits, as          death benefit.
   reduced by adjustments for
   withdrawals.***

                                   39
*The actual interest rate used for calculating the 7% Solution
      Enhanced Death Benefit for the Liquid Asset and Limited
      Maturity Bond investment portfolios and the Fixed Account,
      will be the lesser of (1) 7% and (2) the interest rate, positive
      or negative,  providing a yield on the Guaranteed Death Benefit
      equal to the net return for the current valuation period on
      the contract value allocated to Special Funds.  We may, with
      30 days notice to you, designate any fund as a Special Fund
      on existing contracts with respect to new premiums added to
      such fund and also with respect to new transfers to such
      funds.  Thus, selecting these investments may limit the
      enhanced death benefit.
   **Each premium payment and credit reduced by adjustments for
      any withdrawals and any associated surrender charges
      incurred will continue to grow at the 7% annual effective
      rate until maximum is reached.
   ***Each withdrawal reduces the enhanced death benefit and the
      maximum enhanced death benefit as follows: If total
      withdrawals in a contract year do not exceed 7% of
      cumulative premiums and credits and did not exceed 7% of
      cumulative premiums and credits in any prior contract year,
      such withdrawals will reduce the enhanced death benefit and
      the maximum enhanced death benefit by the amount of the
      withdrawal (and any associated surrender charge) including
      any Market Value Adjustment.  Once withdrawals in any
      contract year exceed 7% of cumulative premiums, withdrawals
      will reduce the enhanced death benefit and the maximum
      enhanced death benefit in proportion to the reduction in
      contract value.

   Pro rata withdrawal adjustment on all Death Benefit options is
      calculated by (i) dividing the contract value withdrawn by
      the contract value immediately prior to the withdrawal, and
      then (ii) multiplying the result by the amount of the
      applicable Death Benefit immediately prior to the
      withdrawal.

The Enhanced Death Benefits 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 less than 80
years old at the time of purchase.  Enhanced Death Benefits are not
available where a Contract is owned by joint owners.

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.

CONTINUATION AFTER DEATH-SPOUSE
If at the Owner's death, the surviving spouse of the deceased Owner is
the beneficiary and such surviving spouse elects to continue the
contract as his or her own the following will apply:

If the guaranteed death benefit as of the date we receive due proof of
death, minus the contract value also on that date, is greater than
zero, we will add such difference to the contract value.  Such
addition will be allocated to the variable subaccounts in proportion
to the contract value in the subaccounts.  If there is no contract
value in any subaccount, the addition will be allocated to the Liquid
Assets subaccount, or its successor.

The death benefit will continue to apply, with all age criteria using
the surviving spouse's age as the determining age.

At subsequent surrender, any surrender charge applicable to premiums
paid prior to the date we receive due proof of death of the Owner will
be waived.  Any premiums paid later will be subject to any applicable
surrender charge.

                                   40
This addition to contract value is available only to the spouse of the
owner as of the date of death of the owner if such spouse under the
provisions if this contract elects to continue the contract as his or
her own.

CONTINUATION AFTER DEATH-NON SPOUSE
If the beneficiary or surviving joint owner is not the spouse of the
owner, the contract may continue in force subject to normal
distribution rules.

                           CHARGES AND FEES
We deduct the charges described below to cover our cost and expenses,
services provided and risks assumed under the Contracts.  We incur
certain costs and expenses for distributing and administrating the
Contracts, for paying the benefits payable under the Contracts and for
bearing various risks associated with the Contracts.  The amount of a
charge will not always correspond to the actual costs associated.  For
example, the surrender charge collected may not fully cover all of the
distribution expenses incurred by us with the service or benefits
provided.  In the event there are any profits from fees and charges
deducted under the Contract, we may use such profits to finance the
distribution of contracts.

CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value deducted
directly from a single subaccount designated by the Company.  We
currently use the Liquid Asset subaccount for this purpose.  If you do
not elect this option, or if the amount of the charges is greater than
the amount in the designated subaccount, the charges will be deducted
as discussed below.  You may cancel this option at any time by sending
satisfactory notice to our Customer Service Center.

CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:

  SURRENDER CHARGE.  We will deduct a contingent deferred sales charge
(a "surrender charge") if you surrender your Contract or if you take a
withdrawal in excess of the Free Withdrawal Amount during the 9-year
period from the date we receive and accept a premium payment.  The
surrender charge is based on a percentage of each premium payment withdrawn.
This charge is intended to cover sales expenses that we have incurred.
We may in the future reduce or waive the surrender charge in certain
situations and will never charge more than the maximum surrender
charges.  The percentage of premium payments deducted at the time of
surrender or excess withdrawal depends on the number of complete years
that have elapsed since that premium payment was made.  We determine
the surrender charge as a percentage of each premium payment withdrawn as
follows:

  COMPLETE YEARS ELAPSED     0    1    2    3    4    5    6    7    8   9+
     SINCE PREMIUM PAYMENT
  SURRENDER CHARGE           8%   8%   8%   8%   7%   6%   5%   3%   1%   0%

  WAIVER OF SURRENDER CHARGE FOR EXTENDED MEDICAL CARE.  We will waive
the surrender charge in most states in the following events: (i) you
begin receiving qualified extended medical care on or after the first
contract anniversary for at least 45 days during a 60 day period and
your request for the surrender or withdrawal, together with all required
documentation is received at our Customer Service Center during the
term of your care or within 90 days after the last day of your

                                   41
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.  If we waive the surrender charge, we will deduct any
credit added to your contract value within 1 year of the withdrawal, and
we will not add any additional credit to any additional premium you pay on
or after the date of any such waiver.

  FREE WITHDRAWAL AMOUNT.  The Free Withdrawal Amount in any contract
year is 10% of your contract value on the date of withdrawal less any
withdrawals during that 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 subaccount or Fixed
Interest Allocation from which the excess withdrawal was taken.  In
instances where the excess withdrawal equals the entire contract value
in such subaccounts or Fixed Interest Allocations, we will deduct
charges proportionately from all other subaccounts and Fixed Interest
Allocations in which you are invested.  ANY WITHDRAWAL FROM A FIXED
INTEREST ALLOCATION MORE THAN 30 DAYS BEFORE ITS MATURITY DATE WILL
TRIGGER A MARKET VALUE ADJUSTMENT.

For the purpose of calculating the surrender charge for an excess
withdrawal: a) we treat premiums as being withdrawn on a first-in,
first-out basis; and b) amounts withdrawn which are not considered an
excess withdrawal are not considered a withdrawal of any premium
payments.  We have included an example of how this works in Appendix
C.  Although we treat premium payments as being withdrawn before
earnings for purpose of calculating the surrender charge for excess
withdrawals, the federal tax law treats earnings as withdrawn first.

  PREMIUM TAXES.  We may make a charge for state and local premium
taxes depending on your state of residence.  The tax can range from 0%
to 3.5% of the premium payment.  We have the right to change this
amount to conform with changes in the law or if you change your state
of residence.

We deduct the premium tax from your contract value (or from the MGIB
Base, if exercised) on the annuity start date.  However, some
jurisdictions impose a premium tax at the time the initial and
additional premiums are paid, regardless of when the annuity payments
begin.  In those states, we may defer collection of the premium taxes
from your contract value and deduct it when you surrender the
Contract, when you take an excess withdrawal or on the annuity start
date.

  ADMINISTRATIVE CHARGE.  We deduct the 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

                                   42
surrender
value payable to you.  The amount deducted is $40 per Contract.  This
charge is waived if you have a contract value of $100,000 or more at
the end of a contract year or the sum of the premiums paid equals or
exceeds $100,000.  We deduct the charge proportionately from all
subaccounts in which you are invested. If there is no contract value
in those subaccounts, we will deduct the charge from your Fixed
Interest Allocations starting with the guaranteed interest periods
nearest their maturity dates until the charge has been paid.

  TRANSFER CHARGE.  We currently do not deduct any charges for
transfers made during a contract year.  We have the right, however, to
assess up to $25 for each transfer after the twelfth transfer in a
contract year.  If such a charge is assessed, we would deduct the
charge from the subaccounts and the Fixed Interest Allocations from
which each such transfer is made in proportion to the amount being
transferred from each such subaccount and Fixed Interest Allocation
unless you have chosen to have all charges deducted from a single
subaccount.  The charge will not apply to any transfers due to the
election of dollar cost averaging, automatic rebalancing and transfers
we make to and from any subaccount specially designated by the Company
for such purpose.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
  MORTALITY AND EXPENSE RISK CHARGE.  The mortality and expense risk
charge is deducted each business day.  The amount of the mortality and
expense risk charge depends on the death benefit you have elected. If
you have elected the Standard Death Benefit, the charge, on an annual
basis, is equal to 1.30% of the assets you have in each subaccount.
The charge is deducted on each business day at the rate of .003585%
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
1.45% for the Annual Ratchet Enhanced Death Benefit, 1.65% for the 7%
Solution Enhanced Death Benefit or 1.75% for the Max 7 Enhanced
Death Benefit, of the assets you have in each subaccount.  The charge
is deducted each business day at the rate of .004002%, .004558%, or
 .004837%, respectively, for each day since the previous business day.

  ASSET-BASED ADMINISTRATIVE CHARGE.  The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the
assets you have in each subaccount.  The charge is deducted on each
business day at the rate of .000411% for each day since the previous
business day.  This charge is deducted daily from your assets in each
subaccount.

OPTIONAL RIDER CHARGES
Subject to state availability, you may purchase one of three optional
benefit riders that you may elect at issue.  So long as the rider is
in effect, we will deduct a separate quarterly charge for each
optional benefit rider through a pro rata reduction of the contract
value of the subaccounts in which you are invested.  If there is
insufficient contract value in the subaccount, we will deduct the
charges from your Fixed Interest Allocations nearest their maturity
date.  We deduct each rider charge on each quarterly
contract anniversary in arrears, meaning the first charge will be
deducted on the first quarterly anniversary following the rider date.
For a description of the riders and the defined terms used in
connection with the riders, see "The Annuity Contract - Optional
Riders."

                                   43
MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB).  The quarterly charge for
     the MGAB rider is as follows:

       Waiting Period     Quarterly Charge
       --------------     ----------------
       10 Year............0.125% of the MGAB Charge Base (0.50% annually)
       20 Year............0.125% of the MGAB Charge Base (0.50% annually)

The MGAB Charge Base is the total of (i) the MGAB Base on the rider
date, and (ii) premiums and credits during the 2-year period
commencing on the rider date, reduced pro rata for withdrawals
and reduced for transfers made within the last 3 years
prior to the MGAB Benefit Date.  We will deduct
charges only during your ten-year or twenty-year waiting period,
as applicable.  If you surrender or annuitize your Contract, we will
deduct a pro rata portion of the charge for the current quarter
based on the current quarterly charge rate and MGAB Charge Base
immediately prior to the surrender or annuitization.

     MINIMUM GUARANTEED INCOME BENEFIT (MGIB).  The quarterly charge
for the MGIB rider is as follows:

       MGIB Base Rate     Quarterly Charge
       --------------     ----------------
       0% ................0.05% of the MGIB Base  (0.20% annually)
       3%.................0.08% of the MGIB Base  (0.32% annually)
       5%.................0.10% of the MGIB Base  (0.40% annually)
       6%.................0.15% of the MGIB Base  (0.60% annually)
       7%.................0.125% of the MGIB Base  (0.50% annually)

The MGIB Base is the total of premiums paid and credits added during the 5-year
period after the rider date, reduced pro rata for all withdrawals taken while
the MGIB rider is in effect, and accumulated at the MGIB Base Rate (7% for all
portfolios except the Special Funds).  If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your MGIB Base
immediately prior to the surrender or annuitization.

  MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB).  The quarterly charge
for the MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible
Payment Amount. The original MGWB Payment Amount is equal to all premiums
paid and credits added during the first two contract years following the rider
date.  When we calculate the MGWB rider charge, we do not reduce the Eligible
Payment Amount by the amount of any withdrawals taken while the MGWB rider
is in effect.  We will deduct charges only during the period before your
Contract's Automatic Periodic Benefit Status.  If you surrender or annuitize
your Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your original MGWB
Eligible Payment Amount, and applicable credits, immediately prior to the
surrender or annuitization.

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of
the Trusts.  Please read the respective Trust prospectus for details.

                          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. The MGIB annuity
benefit may be available if you have purchased the MGIB rider, provided
the waiting period and other specified conditions have been met.

                                   44
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) under applicable law, 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 annuity start date, which is the date on which the
annuity payments commence.  The annuity start date must be at least 5
years from the contract date but before the month immediately
following the annuitant's 90th birthday, or 10 years from the contract
date, if later.  If, on the annuity start date, a surrender charge
remains, the elected annuity option must include a period certain of
at least 5 years.

If you do not select an annuity start date, it will automatically
begin in the month following the annuitant's 90th birthday, or 10
years from the contract date, if later.

If the annuity start date occurs when the annuitant is at an advanced
age, such as over age 85, it is possible that the Contract will not be
considered an annuity for federal tax purposes.  See "Federal Tax
Considerations" and the Statement of Additional Information.  For a
Contract purchased in connection with a qualified plan, other than a
Roth IRA, distributions must commence not later than April 1st of the

                                   45
calendar year following the calendar year in which you attain age
70 1/2 or, in some cases, retire.  Distributions may be made through
annuitization or withdrawals.  You should consult your tax adviser for
tax advice.

FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments.  They may be
monthly, quarterly, semi-annually or annually.  If we do not receive
written notice from you, we will make the payments monthly.  There may
be certain restrictions on minimum payments that we will allow.

THE ANNUITY OPTIONS
We offer the 4 annuity options shown below.  Payments under Options 1,
2 and 3 are fixed.  Payments under Option 4 may be fixed or variable.
For a fixed annuity option, the contract value in the subaccounts is
transferred to the Company's general account.

  OPTION 1.  INCOME FOR A FIXED PERIOD.  Under this option, we make
monthly payments in equal installments for a fixed number of years
based on the contract value on the annuity start date.  We guarantee
that each monthly payment will be at least the amount stated in your
Contract.  If you prefer, you may request that payments be made in
annual, semi-annual or quarterly installments.  We will provide you
with illustrations if you ask for them.  If the cash surrender value
or contract value is applied under this option, a 10% penalty tax may
apply to the taxable portion of each income payment until the contract
owner reaches age 59 1/2.
  OPTION 2.  INCOME FOR LIFE WITH A PERIOD CERTAIN.  Payment is made
for the life of the annuitant in equal monthly installments and
guaranteed for at least a period certain such as 10 or 20 years.
Other periods certain may be available to you on request. You may
choose a refund period instead.  Under this arrangement, income is
guaranteed until payments equal the amount applied.  If the person
named lives beyond the guaranteed period, payments continue until his
or her death.  We guarantee that each payment will be at least the
amount specified in the Contract corresponding to the person's age on
his or her last birthday before the annuity start date.  Amounts for
ages not shown in the Contract are available if you ask for them.
  OPTION 3.  JOINT LIFE INCOME.  This option is available when there
are 2 persons named to determine annuity payments.  At least one of
the persons named must be either the contract owner or beneficiary of
the Contract.  We guarantee monthly payments will be made as long as
at least one of the named persons is living.  There is no minimum
number of payments.  Monthly payment amounts are available if you ask
for them.
  OPTION 4.  ANNUITY PLAN.  The contract value can be applied to any
other annuitization plan that we choose to offer on the annuity start
date.  Annuity payments under Option 4 may be fixed or variable.  If
variable and subject to the Investment Company Act of 1940, it will
comply with the requirements of such Act.

PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts
still due as provided in the annuity agreement between you and Golden
American.  The amounts we will pay are determined as follows:
    (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

                                   46
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.
    (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.

                       OTHER CONTRACT PROVISIONS

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of
each calendar quarter.  The report will show the contract value, cash
surrender value, and the death benefit as of the end of the calendar
quarter.  The report will also show the allocation of your contract
value and reflects the amounts deducted from or added to the contract
value since the last report.  You have 30 days to notify our Customer
Service Center of any errors or discrepancies contained in the report
or in any confirmation notices.  We will also send you copies of any
shareholder reports of the investment portfolios in which Account B
invests, as well as any other reports, notices or documents we are
required by law to furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any
payment or determination of values on any business day (1) when the
New York Stock Exchange is closed; (2) when trading on the New York
Stock Exchange is restricted; (3) when an emergency exists as
determined by the SEC so that the sale of securities held in 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 SEC so permits for the protection of security holders.
We have the right to delay payment of amounts from a Fixed Interest
Allocation for up to 6 months.

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or sex given in the application or enrollment form is
misstated, the amounts payable or benefits provided by the Contract
shall be those that the premium payment would have bought at the
correct age or sex.

ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a
loan but you should understand that your rights and any beneficiary's
rights may be subject to the terms of the assignment.  An assignment
may have federal tax consequences.  You must give us satisfactory
written notice at our Customer Service Center in order to make or
release an assignment.  We are not responsible for the validity of any
assignment.

CONTRACT CHANGES--APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to
qualify the Contract as an annuity under applicable federal tax law.
You will be given advance notice of such changes.

                                   47
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.  Your state may require a longer free look period. To cancel,
you need to send your Contract to our Customer Service Center or to
the agent from whom you purchased it.  We will refund the contract
value.  For purposes of the refund during the free look period, (i) we
adjust your contract value for any market value adjustment (if you
have invested in the fixed account), (ii) then we exclude any credit
initially applied, and (iii) then we include a refund of any charges
deducted from your contract value.  Because of the market risks
associated with investing in the portfolios and the potential positive
or negative effect of the market value adjustment, the contract value
returned may be greater or less than the premium payment you paid.
Some states require us to return to you the amount of the paid premium
(rather than the contract value) in which case you will not be subject
to investment risk during the free look period.  In these states, your
premiums designated for investment in the subaccounts will be
allocated during the free look period to a subaccount specially
designated by the Company for this purpose (currently, the Liquid
Asset subaccount).  We may, in our discretion, require that premiums
designated for investment in the subaccounts from all other states as
well as premiums designated for a Fixed Interest Allocation be
allocated to the specially designated subaccount during the free look
period.  Your Contract is void as of the day we receive your Contract
and cancellation request.  We determine your contract value at the
close of business on the day we receive your written request.  If you
keep your Contract after the free look period, we will put your money
in the subaccount(s) chosen by you, based on the accumulation unit
value next computed for each subaccount, and/or in the Fixed Interest
Allocation chosen by you.

GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any
surrender, administration, and mortality and expense risk charges.
We may also change the minimum initial and additional premium
requirements, or offer an alternative or reduced death benefit.

SELLING THE CONTRACT
Directed Services, Inc. is the 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 which in turn pays the writing agent.  The principal address
of Directed Services is 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers
affiliated with Fleet Financial Group, Inc. to sell the Contracts
through registered representatives who are licensed to sell securities
and variable insurance products.  These broker-dealers are registered
with the SEC and are members of the National Association of Securities
Dealers, Inc.  Directed Services receives a maximum of 4.5%
commission, and passes through 100% of the commission to the Fleet
affiliated broker-dealer whose registered representative sold the
contract.

                                   48
UNDERWRITER COMPENSATION
         ----------------------------------------------------------
         |     NAME OF     |     AMOUNT OF     |      OTHER       |
         |    PRINCIPAL    |  COMMISSION TO BE |   COMPENSATION   |
         |   UNDERWRITER   |        PAID       | Reimbursement of |
         |                 |  Maximum of 4.5%  |       any        |
         |     Directed    |   of any initial  | covered expenses |
         |  Services, Inc. |   or additional   |     incurred     |
         |                 |  premium payments.|  by registered   |
         |                 |                   | representatives  |
         |                 |                   |       in         |
         |                 |                   | connection with  |
         |                 |                   | the distribution |
         |                 |                   |      of the      |
         |                 |                   |    Contracts.    |
         |                 |                   |                  |
         ----------------------------------------------------------

We do not pay any additional commissions on the sale or exercise of
any of the optional benefit riders offered in this prospectus.

                           OTHER INFORMATION
VOTING RIGHTS
We will vote the shares of a Trust owned by Account B according to
your instructions.  However, if the Investment Company Act of 1940 or
any related regulations should change, or if interpretations of it or
related regulations should change, and we decide that we are permitted
to vote the shares of a Trust in our own right, we may decide to do
so.

We determine the number of shares that you have in a subaccount by
dividing the Contract's contract value in that subaccount by the net
asset value of one share of the portfolio in which a subaccount
invests.  We count fractional votes.  We will determine the number of
shares you can instruct us to vote 180 days or less before a Trust's
meeting.  We will ask you for voting instructions by mail at least 10
days before the meeting.  If we do not receive your instructions in
time, we will vote the shares in the same proportion as the
instructions received from all contracts in that subaccount.  We will
also vote shares we hold in Account B which are not attributable to
contract owners in the same proportion.

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.

                                   49
LEGAL PROCEEDINGS
The Company, like other insurance companies, may be involved in
lawsuits, including class action lawsuits.  In some class action and
other lawsuits involving insurers, substantial damages have been
sought and/or material settlement payments have been made.  We believe
that currently there are no pending or threatened lawsuits that are
reasonably likely to have a materially adverse impact on the Company
or Account B.

LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R. Tashman,
Esquire, Executive Vice President, General Counsel and Secretary of
Golden American.  Sutherland Asbill & Brennan LLP of Washington, D.C.
has provided advice on certain matters relating to federal securities
laws.

EXPERTS
The audited financial statements of Golden American Life Insurance
Company and Account B appearing in this Prospectus or in the Statement
of Additional Information and Registration Statement have been audited
by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon appearing in this Prospectus or in the Statement of
Additional Information and in the Registration Statement and are
included or incorporated by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and
auditing.

                      FEDERAL TAX CONSIDERATIONS
The following summary provides a general description of the federal
income tax considerations associated with this Contract and does not
purport to be complete or to cover all tax situations.  This
discussion is not intended as tax advice.  You should consult your
counsel or other competent tax advisers for more complete information.
This discussion is based upon our understanding of the present federal
income tax laws.  We do not make any representations as to the
likelihood of continuation of the present federal income tax laws or
as to how they may be interpreted by the IRS.

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or
purchased on a tax-qualified basis.  Qualified Contracts are designed
for use by individuals whose premium payments are comprised solely of
proceeds from and/or contributions under retirement plans that are
intended to qualify as plans entitled to special income tax treatment
under Sections 401(a), 403(b), 408, or 408A of the Code.  The ultimate
effect of federal income taxes on the amounts held under a Contract,
or annuity payments, depends on the type of retirement plan, on the
tax and employment status of the individual concerned, and on our tax
status.  In addition, certain requirements must be satisfied in
purchasing a qualified Contract with proceeds from a tax-qualified
plan and receiving distributions from a qualified Contract in order to
continue receiving favorable tax treatment.  Some retirement plans are
subject to distribution and other requirements that are not
incorporated into our Contract administration procedures.  Contract
owners, participants and beneficiaries are responsible for determining
that contributions, distributions and other transactions with respect
to the Contract comply with applicable law.  Therefore, you should
seek competent legal and tax advice regarding the suitability of a
Contract for your particular situation.  The following discussion
assumes that qualified Contracts are purchased with proceeds from
and/or contributions under retirement plans that qualify for the
intended special federal income tax treatment.

                                   50
TAX STATUS OF THE CONTRACTS
  DIVERSIFICATION REQUIREMENTS.  The Code requires that the
investments of a variable account be "adequately diversified" in order
for nonqualified Contracts to be treated as annuity contracts for federal
income tax purposes.  It is intended that Account B, through the
subaccounts, will satisfy these diversification requirements.

In certain circumstances, owners of variable annuity contracts have
been considered for federal income tax purposes to be the owners of
the assets of the separate account supporting their contracts due to
their ability to exercise investment control over those assets.  When
this is the case, the contract owners have been currently taxed on
income and gains attributable to the separate account assets.  There
is little guidance in this area, and some features of the Contracts,
such as the flexibility of a contract owner to allocate premium
payments and transfer contract values, have not been explicitly
addressed in published rulings.  While we believe that the  Contracts
do not give contract owners investment control over Account B assets,
we reserve the right to modify the Contracts as necessary to prevent a
contract owner from being treated as the owner of the Account B assets
supporting the Contract.

  REQUIRED DISTRIBUTIONS.  In order to be treated as an annuity
contract for federal income tax purposes, the Code requires any non-
qualified Contract to contain certain provisions specifying how your
interest in the Contract will be distributed in the event of your
death.  The non-qualified Contracts contain provisions that are
intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued.
We intend to review such provisions and modify them if necessary to
assure that they comply with the applicable requirements when such
requirements are clarified by regulation or otherwise.  See "Death
Benefit Choices" for additional information on required distributions
from nonqualified contracts.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts will qualify
as annuity contracts for federal income tax purposes.

TAX TREATMENT OF ANNUITIES
  IN GENERAL.  We believe that if you are a natural person you will
generally not be taxed on increases in the value of a Contract until
a distribution occurs or until annuity payments begin.  (For these
purposes, the agreement to assign or pledge any portion of the
contract value, and, in the case of a qualified Contract, any portion
of an interest in the qualified plan, generally will be treated as
a distribution.)

TAXATION OF NON-QUALIFIED CONTRACTS
  NON-NATURAL PERSON.  The owner of any annuity contract who is not
a natural person generally must include in income any increase in the
excess of the contract value over the "investment in the contract"
(generally, the premiums or other consideration you paid for the
contract less any nontaxable withdrawals) during the taxable year.
There are some exceptions to this rule and a prospective contract
owner that is not a natural person may wish to discuss these with
a tax adviser.  The following discussion generally applies to
Contracts owned by natural persons.

                                   51
WITHDRAWALS.  When a withdrawal from a non-qualified Contract
occurs (including amounts paid to you under the MGWB rider), the amount
received will be treated as ordinary income subject to tax up to an
amount equal to the excess (if any) of the contract value (unreduced
by the amount of any surrender charge) immediately before the
distribution over the contract owner's investment in the Contract at
that time.  Credits constitute earnings (not premiums) for federal
tax purposes and are not included in the owner's investment in the
Contract.  The tax treatment of market value adjustments is uncertain.
You should consult a tax adviser if you are considering taking a
withdrawal from your Contract in circumstances where a market value
adjustment would apply.

In the case of a surrender under a non-qualified Contract, the amount
received generally will be taxable only to the extent it exceeds the
contract owner's investment in the Contract.

  PENALTY TAX ON CERTAIN WITHDRAWALS.  In the case of a distribution
from a non-qualified Contract, there may be imposed a federal tax
penalty equal to 10% of the amount treated as income.  In general,
however, there is no penalty on distributions:

     o   made on or after the taxpayer reaches age 59 1/2;

     o   made on or after the death of a contract owner;

     o   attributable to the taxpayer's becoming disabled; or

     o   made as part of a series of substantially equal periodic
           payments for the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and
special rules may be applicable in connection with the exceptions
enumerated above.  A tax adviser should be consulted with regard to
exceptions from the penalty tax.

  ANNUITY PAYMENTS.  Although tax consequences may vary depending on
the payment option elected under an annuity contract, a portion of
each annuity payment is generally not taxed and the remainder is taxed
as ordinary income.  The non-taxable portion of an annuity payment is
generally determined in a manner that is designed to allow you to
recover your investment in the Contract ratably on a tax-free basis
over the expected stream of annuity payments, as determined when
annuity payments start.  Once your investment in the Contract has been
fully recovered, however, the full amount of each annuity payment is
subject to tax as ordinary income.

  TAXATION OF DEATH BENEFIT PROCEEDS.  Amounts may be distributed from
a Contract because of your death or the death of the annuitant.
Generally, such amounts are includible in the income of recipient as
follows:  (i) if distributed in a lump sum, they are taxed in the same
manner as a surrender of the Contract, or (ii) if distributed under a
payment option, they are taxed in the same way as annuity payments.

  TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT.
A transfer or assignment of ownership of a Contract, the designation
of an annuitant, the selection of certain dates for commencement of
the annuity phase, or the exchange of a Contract may result in certain
tax consequences to you that are not discussed herein.  A contract
owner contemplating any such transfer, assignment or exchange, should
consult a tax adviser as to the tax consequences.

                                   52
WITHHOLDING.  Annuity distributions are generally subject to
withholding for the recipient's federal income tax liability.
Recipients can generally elect, however, not to have tax withheld from
distributions.

  MULTIPLE CONTRACTS.  All non-qualified deferred annuity contracts
that are issued by us (or our affiliates) to the same contract owner
during any calendar year are treated as one non-qualified deferred no
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 the
later of April 1 of the calendar year following the calendar year in
which the contract owner (or plan participant) reaches age 70 1/2.
Roth IRAs under Section 408A do not require distributions at any time
before the contract owner's death.

  WITHHOLDING.  Distributions from certain qualified plans generally
are subject to withholding for the contract owner's federal income tax
liability.  The withholding rates vary according to the type of
distribution and the contract owner's tax status.  The contract owner
may be provided the opportunity to elect not to have tax withheld from
distributions.  "Eligible rollover distributions" from section 401(a)
plans and section 403(b) tax-sheltered annuities are subject to a
mandatory federal income tax withholding of 20%.  An eligible rollover
distribution is the taxable portion of any distribution from such

                                   53
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 a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the
Code.

If any contract owner of a non-qualified Contract dies before the
annuity start date, the death benefit payable to the beneficiary will
be distributed as follows:  (a) the death benefit must be completely
distributed within 5 years of the contract owner's date of death; or
(b) the beneficiary may elect, within the 1-year period after the
contract owner's date of death, to receive the death benefit in the
form of an annuity from us, provided that  (i) such annuity is
distributed in substantially equal installments over the life of such
beneficiary or over a period not extending beyond the life expectancy
of such beneficiary; and (ii) such distributions begin not later than
1 year after the contract owner's date of death.

Notwithstanding (a) and (b) above, if the sole contract owner's
beneficiary is the deceased owner's surviving spouse, then such spouse
may elect to continue the Contract under the same terms as before the
contract owner's death.  Upon receipt of such election from the spouse
at our Customer Service Center:  (1) all rights of the spouse as
contract owner's beneficiary under the Contract in effect prior to
such election will cease; (2) the spouse will become the owner of the
Contract and will also be treated as the contingent annuitant, if none
has been named and only if the deceased owner was the annuitant; and
(3) all rights and privileges granted by the Contract or allowed by
Golden American will belong to the spouse as contract owner of the
Contract.  This election will be deemed to have been made by the
spouse if such spouse makes a premium payment to the Contract or fails
to make a timely election as described in this paragraph.  If the
owner's beneficiary is a nonspouse, the distribution provisions
described in subparagraphs (a) and (b) above, will apply even if the
annuitant and/or contingent annuitant are alive at the time of the
contract owner's death.

If we do not receive an election from a nonspouse owner's beneficiary
within the 1-year period after the contract owner's date of death,
then we will pay the death benefit to the owner's beneficiary in a
cash payment within five years from date of death.  We will determine
the death benefit as of the date we receive proof of death.  We will
make payment of the proceeds on or before the end of the 5-year period
starting on the owner's date of death.  Such cash payment will be in
full settlement of all our liability under the Contract.

If 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.

                                   54
CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish
various types of retirement plans for employees, and permits self-
employed individuals to establish these plans for themselves and their
employees.  These retirement plans may permit the purchase of the
Contracts to accumulate retirement savings under the plans.  Adverse
tax or other legal consequences to the plan, to the participant, or to
both may result if this Contract is assigned or transferred to any
individual as a means to provide benefit payments, unless the plan
complies with all legal requirements applicable to such benefits
before transfer of the Contract.  Employers intending to use the
Contract with such plans should seek competent advice.

INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to
an individual retirement program known as an "Individual Retirement
Annuity" or "IRA."  These IRAs are subject to limits on the amount
that can be contributed, the deductible amount of the contribution,
the persons who may be eligible, and the time when distributions
commence.  Also, distributions from certain other types of qualified
retirement plans may be "rolled over" or transferred on a tax-deferred
basis into an IRA.  There are significant restrictions on rollover or
transfer contributions from Savings Incentive Match Plans (SIMPLE),
under which certain employers may provide contributions to IRAs on
behalf of their employees, subject to special restrictions.  Employers
may establish Simplified Employee Pension (SEP) Plans to provide IRA
contributions on behalf of their employees.  Sales of the Contract for
use with IRAs may be subject to special requirements of the IRS.

ROTH IRAS
Section 408A of the Code permits certain eligible individuals to
contribute to a Roth IRA.  Contributions to a Roth IRA, which are
subject to certain limitations, are not deductible, and must be made
in cash or as a rollover or transfer from another Roth IRA or other
IRA.  A rollover from or conversion of an IRA to a Roth IRA may be
subject to tax, and other special rules may apply.  Distributions from
a Roth IRA generally are not taxed, except that, once aggregate
distributions exceed contributions to the Roth IRA, income tax and a
10% penalty tax may apply to distributions made (1) before age 59 1/2
(subject to certain exceptions) or (2) during the five taxable years
starting with the year in which the first contribution is made to any
Roth IRA.

TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section
501(c)(3) organizations and public schools to exclude from their gross
income the premium payments made, within certain limits, on a Contract
that will provide an annuity for the employee's retirement.  These
premium payments may be subject to FICA (social security) tax.
Distributions of (1) salary reduction contributions made in years
beginning after December 31, 1988; (2) earnings on those
contributions; and (3) earnings on amounts held as of the last year
beginning before January 1, 1989, are not allowed prior to age 59 1/2,
separation from service, death or disability.  Salary reduction
contributions may also be distributed upon hardship, but would
generally be subject to penalties.

ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may
exceed the greater of the premium payments or the contract value.  The
Internal Revenue Service has not ruled whether an Enhanced Death
Benefit could be characterized as an incidental benefit, the amount of
which is limited in any Code section 401(a) pension or profit-sharing
plan or Code section 403(b) tax-sheltered annuity.

                                   55
Employers using
the Contract may want to consult their tax adviser regarding such
limitation.  Further, the Internal Revenue Service has not addressed
in a ruling of general applicability whether a death benefit provision
such as the Enhanced Death Benefit provision in the Contract comports
with IRA or Roth IRA qualification requirements.

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.

                                   56
[Shaded Section Header]
--------------------------------------------------------------------------
      MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

SELECTED FINANCIAL DATA

The following selected financial data prepared in accordance with
generally accepted accounting principles ("GAAP") for Golden
American should be read in conjunction with the financial
statements and notes thereto included in this prospectus.

On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of
Equitable of Iowa Companies ("Equitable of Iowa"), according to a
merger agreement among Equitable of Iowa, PFHI, and ING Groep N.V.
(the "ING acquisition").  On August 13, 1996, Equitable of Iowa
acquired all of the outstanding capital stock of BT Variable,
Inc., then the parent of Golden American (the "Equitable
acquisition").  For financial statement purposes, the ING
acquisition was accounted for as a purchase effective October 25,
1997 and the Equitable acquisition was accounted for as a purchase
effective August 14, 1996.  As a result, the financial data
presented below for periods after October 24, 1997, are presented
on the Post-Merger new basis of accounting, for the period August
14, 1996 through October 24, 1997, are presented on the Post-
Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented on the Pre-Acquisition basis of accounting.

                                       SELECTED GAAP BASIS FINANCIAL DATA
                                              (IN THOUSANDS)
                                  Post-Merger                       |       Post-Acquisition
                        --------------------------------------------|---------------------------------
                        For the Period     For       For the Period | For the Period  For the Period
                       January 1, 1999   the Year      October 25,  |   January 1,    August 14, 1996
                           through        Ended       1997 through  |  1997 through    1996 through
                        September 30,  December 31,   December 31,  |   October 24,    December 31,
                            1999           1998           1997      |      1997            1996
                        ------------   ------------  -------------- | --------------  ---------------
|
Annuity and Interest                                                |
  Sensitive Life                                                    |
  Product Charges.......  $   55,195    $   39,119     $    3,834   |     $18,288        $    8,768
Net Income before                                                   |
  Federal Income Tax....  $    7,269    $   10,353     $     (279)  |     $  (608)       $      570
Net Income (Loss).......  $    3,551    $    5,074     $     (425)  |     $   729        $      350
Total Assets............  $7,312,027    $4,752,533     $2,446,395   |       N/A          $1,677,899
Total Liabilities.......  $6,858,151    $4,398,639     $2,219,082   |       N/A          $1,537,415
Total Stockholder's                                                 |
  Equity................  $  453,876    $  353,894     $  227,313   |       N/A          $  140,484
(IN THOUSANDS)
                                   Pre-Acquisition
                         ---------------------------------------
                          For the Period
                           January 1,         For the Years
                          1996 through      Ended December 31,
                           August 13,     ----------------------
                              1996           1995        1994
                         --------------   ----------  ----------
Annuity and Interest
  Sensitive Life
  Product Charges.......     $12,259      $  18,388   $   17,519
Net Income before
  Federal Income Tax....     $ 1,736      $    3,364  $    2,222
Net Income (Loss).......     $ 3,199      $    3,364  $    2,222
Total Assets............        N/A       $1,203,057  $1,044,760
Total Liabilities.......        N/A       $1,104,932  $  955,254
Total Stockholder's
  Equity................        N/A       $   98,125  $   89,506
39
BUSINESS ENVIRONMENT

The current business and regulatory environment remains
challenging for the insurance industry.  The variable annuity
competitive environment is intense and is dominated by a number of
large variable product companies with strong distribution, name
recognition and wholesaling capabilities.  Increasing competition
from traditional insurance carriers as well as banks and mutual
fund companies offer consumers many choices.  However, overall
demand for variable products remains strong for several reasons
including: strong stock market performance over the last five
years; relatively low interest rates; an aging U. S. population
that is increasingly concerned about retirement and estate
planning, as well as maintaining their standard of living in
retirement; and potential reductions in government and employer-
provided benefits at retirement as well as lower public confidence
in the adequacy of those benefits.

In October of 1997, Golden American introduced three new variable
annuity products (GoldenSelect Access, GoldenSelect ES II and
GoldenSelect Premium Plus) which have contributed significantly to
sales.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

The purpose of this section is to discuss and analyze Golden
American Life Insurance Company's ("Golden American") consolidated
results of operations. In addition, some analysis and information
regarding financial condition and liquidity and capital resources
has also been provided. This analysis should be read jointly with
the consolidated financial statements, related notes and the
Cautionary Statement Regarding Forward-Looking Statements, which
appear elsewhere in the financial report. Golden American reports
financial results on a consolidated basis. The consolidated financial
statements include the accounts of Golden American and its wholly
owned subsidiary, First Golden American Life Insurance Company of
New York ("First Golden," and collectively with Golden American,
the "Companies").

                       RESULTS OF OPERATIONS

MERGER.  On October 23, 1997, Equitable of Iowa Companies'
("Equitable") shareholders approved an Agreement and Plan of
Merger ("Merger Agreement") dated July 7, 1997 among Equitable,
PFHI Holdings, Inc. ("PFHI") and ING Groep N.V. ("ING"). On
October 24, 1997, PFHI, a Delaware corporation, acquired all of
the outstanding capital stock of Equitable according to the Merger
Agreement. PFHI is a wholly owned subsidiary of ING, a global
financial services holding company based in The Netherlands.
Equitable, an Iowa corporation, in turn owned all the outstanding
capital stock of Equitable Life Insurance Company of Iowa
("Equitable Life") and Golden American and their wholly owned
subsidiaries. In addition, Equitable owned all the outstanding
capital stock of Locust Street Securities, Inc., Equitable
Investment Services, Inc. (subsequently dissolved), Directed
Services, Inc. ("DSI"), Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds
Distributor, Inc.). In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock and assumed approximately $400 million
in debt. As a result of this transaction, Equitable of Iowa
Companies was merged into PFHI, which was simultaneously renamed
Equitable of Iowa Companies, Inc. ("EIC" or "Parent"), a Delaware
corporation.

For financial statement purposes, the change in control of the
Companies through the ING merger was accounted for as a purchase
effective October 25, 1997. This merger resulted in a new basis of
accounting reflecting estimated fair values of assets and
liabilities at the merger date. As a result, the Companies'
financial statements for periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with
$227.6 million allocated to the Companies. Goodwill of $1.4
billion was established for the excess of the merger cost over the
fair value of the assets and liabilities of EIC with $151.1
million attributed to the Companies. Goodwill resulting

                                    40
from the merger is being amortized over 40 years on a straight-line
basis. The carrying value will be reviewed periodically for any
indication of impairment in value.

CHANGE IN CONTROL--ACQUISITION.  On August 13, 1996, Equitable
acquired all of the outstanding capital stock of BT Variable, Inc.
("BT Variable") and its wholly owned subsidiaries, Golden American
and DSI. After the acquisition, the BT Variable, Inc. name was
changed to EIC Variable, Inc. On April 30, 1997, EIC Variable,
Inc. was liquidated and its investments in Golden American and DSI
were transferred to Equitable, while the remainder of its net
assets were contributed to Golden American. On December 30, 1997,
EIC Variable, Inc. was dissolved.

For financial statement purposes, the change in control of Golden
American through the acquisition of BT Variable was accounted for
as a purchase effective August 14, 1996. This acquisition resulted
in a new basis of accounting reflecting estimated fair values of
assets and liabilities at the acquisition date. As a result, the
Companies' financial statements for the period August 14, 1996
through October 24, 1997 are presented on the Post-Acquisition
basis of accounting and for August 13, 1996 and prior periods are
presented on the Pre-Acquisition basis of accounting.

The purchase price was allocated to the three companies purchased
- BT Variable, DSI, and Golden American. The allocation of the
purchase price to Golden American was approximately $139.9
million. Goodwill of $41.1 million was established for the excess
of the acquisition cost over the fair value of the assets and
liabilities and attributed to Golden American. At June 30, 1997,
goodwill was increased by $1.8 million due to the adjustment of
the value of a receivable existing at the acquisition date. Before
the ING merger, goodwill resulting from the acquisition was being
amortized over 25 years on a straight-line basis.

THE FIRST NINE MONTHS OF 1999 COMPARED TO THE SAME PERIOD OF 1998

PREMIUMS.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED SEPTEMBER 30          1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
Variable annuity premiums:
  Separate account................    $1,783.5        64.9%         $702.1     $1,081.4
  Fixed account...................       539.4        55.6           192.8        346.6
                                      --------        ----          ------     --------
Total variable annuity premiums...     2,322.9        62.7           894.9      1,428.0
Variable life premiums............        7.0        (38.9)           (4.4)        11.4
                                      --------        ----          ------     --------
Total premiums....................    $2,329.9        61.9%         $890.5     $1,439.4
                                      ========        ====          ======     ========
For the Companies' variable contracts, premiums collected are not reported as
revenues, but as deposits to insurance liabilities. Revenues for these
products are recognized over time in the form of investment income and
product charges.

Variable annuity separate account premiums increased 64.9% during the
first nine months of 1999. The fixed account portion of the Companies'
variable annuity premiums increased 55.6% during the first nine months
of 1999.  These increases resulted from increased sales of the Premium
Plus variable annuity product.

Premiums, net of reinsurance, for variable products from two
significant broker/dealers each having at least ten percent of total
sales for the nine months ended September 30, 1999 totaled $664.2
million, or 29% of total premiums ($142.6 million, or 10%, from the
one significant broker/dealer for the nine months ended September 30,
1998).

                                    41
REVENUES.
                                                   PERCENTAGE       DOLLAR
NINE MONTHS ENDED JUNE 30                1999         CHANGE         CHANGE        1998
                                        ----       ----------       ------        ----
                                                    (Dollars in millions)
Annuity and interest sensitive
  life product charges............    $  55.2        104.5%        $ 28.2       $ 27.0
Management fee revenue............        6.8        107.4            3.5          3.3
Net investment income.............       42.7         45.7           13.4         29.3
Realized gains(losses) on
  investments.....................       (2.2)      (607.5)          (2.6)         0.4
Other income......................        7.4         55.0            2.6          4.8
                                      -------       ------         ------       ------
Total premiums....................    $ 109.9         69.6%        $ 45.1       $ 64.8
                                      =======       ======         ======       ======
Total revenues increased 69.6% in the first nine months of 1999 from
the same period in 1998. Annuity and interest sensitive life product
charges increased 104.5% in the first nine months of 1999 due to
additional fees earned from the increasing block of business
in the separate accounts.

Golden American provides certain managerial and supervisory services
to Directed Services, Inc. ("DSI"). The fee paid to Golden American
for these services, which is calculated as a percentage of average
assets in the variable separate accounts, was $6.8 million and $3.3
million for the first nine months of 1999 and 1998, respectively.

Net investment income increased 45.7% in the first nine months of 1999
due to growth in invested assets from September 30, 1998.  The
Companies had $2.2 million of realized losses resulting from the
writedown of two fixed maturities in the second quarter of 1999 and
from the sale of investments in the first nine months of 1999,
compared to gains of $0.4 million in the same period of 1998.  Other
income increased $2.6 million to $7.4 million in the first nine months
of 1999 due primarily to income received due to a modified coinsurance
agreement with an unaffiliated reinsurer, which was offset by a
reduction in the Companies' deferred policy acquisition costs.

EXPENSES. Total insurance benefits and expenses increased $44.5
million, or 84.6%, to $97.0 million in the first nine months of 1999.
Interest credited to account balances increased $61.3 million, or
95.6%, to $125.4 million in the first nine months of 1999.  The extra
credit bonus on the Premium Plus variable annuity product increased
$49.9 million to $85.7 million at September 30, 1999 resulting in an
increase in interest credited during the first nine months of 1999
compared to the same period in 1998.  The bonus interest on the fixed
account increased $2.6 million to $7.6 million at September 30, 1999
resulting in an increase in interest credited during the first nine
months of 1999 compared to the same period in 1998. The remaining
increase in interest credited relates to higher account balances
associated with the Companies' fixed account option within the
variable products.

Commissions increased $49.6 million, or 58.4%, to $134.6 million in
the first nine months of 1999. Insurance taxes, state licenses, and
fees increased $0.9 million, or 32.3%, to $3.5 million in the first
nine months of 1999. Changes in commissions and insurance taxes, state
licenses, and fees are generally related to changes in the level and
composition of variable product sales. Insurance taxes, state
licenses, and fees are impacted by several other factors, which
include an increase in FICA taxes primarily due to bonuses and
expenses for the triennial insurance department examination of Golden
American.  Most costs incurred as the result of sales have been deferred,
thus having very little impact on current earnings.

General expenses increased $24.1 million, or 102.5%, to $47.6 million
in the first nine months of 1999. Management expects general expenses
to continue to increase in 1999 as a result of the emphasis on
expanding the salaried wholesaler distribution network and the growth
in sales.  The Companies use a network of wholesalers to distribute
products and the salaries and sales bonuses of these wholesalers are
included in

                                    42
general expenses. The portion of these salaries and
related expenses that varies directly with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from DSI and Equitable Life, an affiliate, for certain advisory,
computer, and other resources and services provided by Golden
American.

The Companies' previous balances of deferred policy acquisition costs
("DPAC"), value of purchased insurance in force ("VPIF"), and unearned
revenue reserve were eliminated and an asset of $44.3 million
representing VPIF was established for all policies in force at the
merger date.  During the first nine months of 1999, VPIF was adjusted
to increase amortization by $0.7 million to reflect changes in the
assumptions related to the timing of estimated gross profits.  During
the first nine months of 1998, VPIF decreased $2.7 million to adjust
the value of other receivables and increased $0.2 million as a result
of an adjustment to the merger costs.  Amortization of DPAC increased
$15.7 million, or 390.7%, in the first nine months of 1999.  This
increase resulted from growth in policy acquisition costs deferred
from $133.6 million at September 30, 1998 to $244.8 million at
September 30, 1999, which was generated by expenses associated with
the large sales volume experienced since September 30, 1998.  Based on
current conditions and assumptions as to the impact of future events
on acquired policies in force, the expected approximate net
amortization relating to VPIF as of September 30, 1999 is $1.1 million
for the remainder of 1999, $4.3 million in 2000, $4.0 million in 2001,
$3.6 million in 2002, $3.2 million in 2003, and $2.4 million in 2004.
Actual amortization may vary based upon changes in assumptions and
experience.

Amortization of goodwill during the first nine months of 1999 totaled
$2.8 million, unchanged from the first nine months of 1998.  Goodwill
resulting from the merger is being amortized on a straight-line basis
over 40 years.

Interest expense on the $25 million surplus note issued in December
1996 and expiring December 2026 was $1.5 million in the first nine
months of 1999, unchanged from the same period of 1998.  Interest
expense on the $60 million surplus note issued in December 1998 and
expiring December 2028 was $3.3 million in the first nine months of
1999. Golden American also paid $0.7 million in the first nine months
of 1999 compared to $1.3 million in the same period of 1998 to ING
America Insurance Holdings, Inc. ("ING AIH") for interest on the
reciprocal loan agreement. Interest expense on the revolving note
payable with SunTrust Bank, Atlanta was $0.1 million for the first
nine months of 1999.  In addition, Golden American paid interest of
$0.2 million during the first quarter of 1998 on the line of
credit with Equitable, which was repaid with a capital contribution
from the Parent and with funds borrowed from ING AIH.

INCOME.  Net income for the first nine months of 1999 was $3.6
million, a decrease of $1.3 million from net income of $4.9 million in
the same period of 1998.

Comprehensive loss for the first nine months of 1999 was $18,000, a
decrease of $5.5 million from comprehensive income of $5.5 million in
the same period of 1998.

                                    43
1998 COMPARED TO 1997

The following analysis combines Post-Merger and Post-Acquisition
activity for 1997.

PREMIUMS.

                          POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                              For the Period   |  For the Period
                          For the Year      For the Year     October 25, 1997  |  January 1, 1997
                             ended              ended            through       |      through
                       December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                       -----------------  -----------------  ----------------- | ----------------
                                                    (Dollars in millions)      |
|
Variable annuity                                                               |
  premiums:                                                                    |
  Separate account....      $1,513.3            $291.2             $111.0      |      $180.2
  Fixed account.......         588.7             318.0               60.9      |       257.1
                            --------            ------             ------      |      ------
                             2,102.0             609.2              171.9      |       437.3
Variable life                                                                  |
  premiums............          13.8              15.6                1.2      |        14.4
                            --------            ------             ------      |      ------
Total premiums........      $2,115.8            $624.8             $173.1      |      $451.7
                            ========            ======             ======      |      ======
For the Companies' variable contracts, premiums collected are not
reported as revenues, but are reported as deposits to insurance
liabilities. Revenues for these products are recognized over time in
the form of investment income and product charges.

Variable annuity separate account premiums increased 419.7% in 1998
primarily due to increased sales of the Premium Plus product
introduced in October of 1997 and the increased sales levels of the
Companies' other products. The fixed account portion of the Companies'
variable annuity premiums increased 85.1% in 1998. Variable life
premiums decreased 11.4% in 1998. Total premiums increased 238.7% in
1998.

During 1998, the Companies' sales were further diversified among
broker/dealers. Premiums, net of reinsurance, for variable products
from two significant broker/dealers having at least ten percent of
total sales for the year ended December 31, 1998 totaled $580.7
million, or 27% of premiums ($328.2 million, or 53% from two
significant broker/dealers for the year ended December 31, 1997).

REVENUES.

                           POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                               For the Period   |  For the Period
                           For the Year      For the Year     October 25, 1997  |  January 1, 1997
                              ended              ended            through       |      through
                        December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                        -----------------  -----------------  ----------------- | ----------------
                                                     (Dollars in millions)      |
|
Annuity and interest                                                            |
  sensitive life                                                                |
  product charges......       $39.1              $22.1              $3.8        |      $18.3
Management fee                                                                  |
  revenue..............         4.8                2.8               0.5        |        2.3
Net investment                                                                  |
  income...............        42.5               26.8               5.1        |       21.7
Realized gains (losses)                                                         |
  on investments.......        (1.5)               0.1                --        |        0.1
Other income...........         5.6                0.7               0.3        |        0.4
                              -----              -----              ----        |      -----
                              $90.5              $52.5              $9.7        |      $42.8
                              =====              =====              ====        |      =====
44
Total revenues increased 72.3%, or $38.0 million, to $90.5 million in
1998. Annuity and interest sensitive life product charges increased
76.8%, or $17.0 million, to $39.1 million in 1998 due to additional
fees earned from the increasing block of business under management in
the separate accounts and an increase in surrender charge revenues.
This increase was partially offset by the elimination of the unearned
revenue reserve related to in force acquired business at the merger
date, which resulted in lower annuity and interest sensitive life
product charges compared to Post-Acquisition levels.

Golden American provides certain managerial and supervisory services
to DSI. The fee paid to Golden American for these services, which is
calculated as a percentage of average assets in the variable separate
accounts, was $4.8 million for 1998 and $2.8 million for 1997.

Net investment income increased 58.6%, or $15.7 million, to $42.5
million in 1998 from $26.8 million in 1997 due to growth in invested
assets. During 1998, the Company had net realized losses on
investments of $1.5 million, which included a $1.0 million write down
of two impaired bonds, compared to gains of $0.1 million in 1997.
Other income increased $4.9 million to $5.6 million in 1998 due
primarily to income received under a modified coinsurance agreement
with an unaffiliated reinsurer as a result of increased sales.

EXPENSES.

                          POST-MERGER         COMBINED         POST-MERGER     | POST-ACQUISITION
                                                              For the Period   |  For the Period
                          For the Year      For the Year     October 25, 1997  |  January 1, 1997
                             ended              ended            through       |      through
                       December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                       -----------------  -----------------  ----------------- | ----------------
                                                    (Dollars in millions)      |
|
Insurance benefits                                                             |
  and expenses:                                                                |
Annuity and interest                                                           |
  sensitive life                                                               |
  benefits:                                                                    |
  Interest credited to                                                         |
    account balances..      $94.9               $26.7              $7.4        |      $19.3
  Benefit claims                                                               |
    incurred in excess                                                         |
    of account                                                                 |
    balances..........        2.1                 0.1                --        |        0.1
Underwriting,                                                                  |
  acquisition, and                                                             |
  insurance expense:                                                           |
  Commission..........      121.2                36.3               9.4        |       26.9
  General Expenses....       37.6                17.3               3.4        |       13.9
  Insurance taxes.....        4.1                 2.3               0.5        |        1.8
  Policy acquisition                                                           |
  costs deferred           (197.8)              (42.7)            (13.7)       |      (29.0)
  Amortization:                                                                |
    Deferred policy                                                            |
      acquisition                                                              |
      costs...........        5.1                 2.6               0.9        |        1.7
    Value of purchased                                                         |
      insurance in                                                             |
      force...........        4.7                 6.1               0.9        |        5.2
    Goodwill............      3.8                 2.0               0.6        |        1.4
                           ------               -----             -----        |      -----
                           $ 75.7               $50.7             $ 9.4        |      $41.3
                           ======               =====             =====        |      =====
Total insurance benefits and expenses increased 49.2%, or $25.0
million, in 1998 from $50.7 million in 1997. Interest credited to
account balances increased 255.4%, or $68.2 million, in 1998 from
$26.7 in 1997. The extra credit bonus on the Premium Plus product
introduced in October of 1997 generated a $51.6 million increase in
interest credited during 1998 compared to 1997. The remaining increase
in interest credited related to higher account balances associated
with the Companies' fixed account option within its variable products.

                                    45
Commissions increased 234.2%, or $84.9 million, in 1998 from $36.3
million in 1997. Insurance taxes increased 77.0%, or $1.8 million, in
1998 from $2.3 million in 1997. Changes in commissions and insurance
taxes are generally related to changes in the level of variable
product sales. Insurance taxes are impacted by several other factors,
which include an increase in FICA taxes primarily due to bonuses. Most
costs incurred as the result of new sales including the extra credit
bonus were deferred, thus having very little impact on current
earnings.

General expenses increased 117.7%, or $20.3 million, in 1998 from
$17.3 million in 1997. Management expects general expenses to continue
to increase in 1999 as a result of the emphasis on expanding the
salaried wholesaler distribution network. The Companies use a network
of wholesalers to distribute products and the salaries of these
wholesalers are included in general expenses. The portion of these
salaries and related expenses that varies with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from Equitable Life, an affiliate, for certain advisory, computer and
other resources and services provided by Golden American.

At the merger date, the Companies' deferred policy acquisition costs
("DPAC"), previous balance of value of purchased insurance in force
("VPIF") and unearned revenue reserve were eliminated and a new asset
of $44.3 million representing VPIF was established for all policies in
force at the merger date. During 1998, VPIF was adjusted to reduce
amortization by $0.2 million to reflect changes in the assumptions
related to the timing of future gross profits. VPIF decreased $2.6
million in the second quarter of 1998 to adjust the value of other
receivables recorded at the time of merger and increased $0.2 million
in the first quarter of 1998 as the result of an adjustment to the
merger costs. The amortization of VPIF and DPAC increased $1.1
million, or 13.0%, in 1998. During the second quarter of 1997, VPIF
was adjusted by $2.3 million to reflect narrower spreads than the
gross profit model assumed.

Amortization of goodwill for the year ended December 31, 1998 totaled
$3.8 million compared to $2.0 million for the year ended December 31,
1997.

Interest expense on the $25 million surplus note issued December 1996
and expiring December 2026 was $2.1 million for the year ended
December 31, 1998, unchanged from the same period of 1997. In
addition, Golden American incurred interest expense of $0.2 million in
1998 compared to $0.5 million in 1997 on the line of credit with
Equitable which was repaid with a capital contribution. Golden
American also paid $1.8 million in 1998 to ING America Insurance
Holdings, Inc. ("ING AIH") for interest on the reciprocal loan
agreement. Interest expense on the revolving note payable with
SunTrust Bank, Atlanta was $0.3 million for the year ended December
31, 1998.

INCOME.  Net income for 1998 was $5.1 million, an increase of $4.8
million from $0.3 million in 1997.

Comprehensive income for 1998 was $3.9 million, an increase of $1.8
million from $2.1 million in 1997.

1997 COMPARED TO 1996

The following analysis combines Post-Merger and Post-Acquisition
activity for 1997 and Post-Acquisition and Pre-Acquisition activity
for 1996 for comparison purposes.  Such a comparison does not
recognize the impact of the purchase accounting and goodwill
amortization except for the periods after August 13, 1996.

                                    46
PREMIUMS.

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Variable annuity                                   |                   |
  premiums:                                        |                   |
  Separate account.............       $111.0       |       $291.2      |      $180.2
  Fixed account................         60.9       |        318.0      |       257.1
                                      ------       |       ------      |      ------
                                       171.9       |        609.2      |       437.3
Variable life premiums.........          1.2       |        15.6       |        14.4
                                      ------       |       ------      |      ------
Total premiums.................       $173.1       |       $624.8      |      $451.7
                                      ======       |       ======      |      ======
POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Variable annuity                                   |                   |
  premiums:                                        |                   |
  Separate account.............       $ 51.0       |       $182.4      |      $131.4
  Fixed account................        118.3       |        245.3      |       127.0
                                      ------       |       ------      |      ------
                                       169.3       |        427.7      |       258.4
Variable life premiums.........          3.6       |         14.1      |        10.5
                                      ------       |       ------      |      ------
Total premiums.................       $172.9       |       $441.8      |      $268.9
                                      ======       |       ======      |      ======
Variable annuity separate account and variable life premiums increased
59.6% and 10.1%, respectively in 1997. During 1997, stock market
returns, a relatively low interest rate environment and flat yield
curve have made returns provided by variable annuities and mutual funds
more attractive than fixed rate products such as certificates of
deposits and fixed annuities. The fixed account portion of the
Companies' variable annuity premiums increased 29.7% in 1997 due to
the Companies' marketing emphasis on fixed rates during the second
and third quarters.  Premiums, net of reinsurance, for variable
products from two significant broker/dealers having at least ten
percent of total sales for the year ended December 31, 1997, totaled
$328.2 million, or 53% of premiums ($298.0 million or 67% from two
significant broker/dealers for the year ended December 31, 1996).

                                    47
REVENUES.

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Annuity and interest sensitive                     |                   |
  life product charges.........        $3.8        |       $22.1       |      $18.3
Management fee revenue.........         0.5        |         2.8       |        2.3
Net investment income..........         5.1        |        26.8       |       21.7
Realized gains (losses) on                         |                   |
  investments..................          --        |         0.1       |        0.1
Other Income...................         0.3        |         0.7       |        0.4
                                       ----        |       -----       |      -----
                                       $9.7        |       $52.5       |      $42.8
                                       ====        |       =====       |      =====
POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Annuity and interest sensitive                     |                   |
  life product charges.........       $ 8.8        |       $21.0       |      $12.2
Management fee revenue.........         0.9        |         2.3       |        1.4
Net investment income..........         5.8        |        10.8       |        5.0
Realized gains (losses) on                         |                   |
  investments..................          --        |        (0.4)      |       (0.4)
Other income                            0.5        |         0.6       |        0.1
                                      -----        |       -----       |      -----
                                      $16.0        |       $34.3       |      $18.3
                                      =====        |       =====       |      =====
Total revenues increased 53.3%, or $18.2 million, to $52.5 million in
1997.  Annuity and interest sensitive life product charges increased
5.2%, or $1.1 million in 1997 due to additional fees earned from the
increasing block of business under management in the Separate Accounts
and an increase in the collection of surrender charges.

Golden American provides certain managerial and supervisory services
to DSI.  This fee, calculated as a percentage of average assets in the
variable separate accounts, was $2.8 million for 1997 and $2.3 million
for 1996.

Net investment income increased 148.3%, or $16.0 million, to $26.8
million in 1997 from $10.8 million in 1996  due to growth in invested
assets.  During 1997, the Company had net realized gains on the
disposal of investments, which were the result of voluntary sales, of
$0.1 million compared to net realized losses of $0.4 million in 1996.

                                    48
EXPENSES.

                                    POST-MERGER    |     COMBINED      | POST-ACQUISITION
                                -------------------|-------------------|-----------------
                                  For the Period   |                   |  For the Period
                                 October 25, 1997  |   For the Year    |  January 1, 1997
                                     through       |      ended        |      through
                                December 31, 1997  | December 31, 1997 | October 24, 1997
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Insurance benefits and                             |                   |
  expenses:                                        |                   |
  Annuity and interest                             |                   |
    sensitive life benefits:                       |                   |
  Interest credited to account                     |                   |
    balances...................       $  7.4       |       $ 26.7      |      $ 19.3
  Benefit claims incurred in                       |                   |
    excess of account balances.           --       |          0.1      |         0.1
Underwriting, acquisition and                      |                   |
  insurance expenses:                              |                   |
  Commissions..................          9.4       |         36.3      |        26.9
  General expenses.............          3.4       |         17.3      |        13.9
  Insurance taxes..............          0.5       |          2.3      |         1.8
  Policy acquisition costs                         |                   |
    deferred...................        (13.7)      |        (42.7)     |       (29.0)
Amortization:                                      |                   |
  Deferred policy acquisition                      |                   |
    costs......................          0.9       |          2.6      |         1.7
  Present value of in force                        |                   |
    acquired...................          0.9       |          6.1      |         5.2
  Goodwill.....................          0.6       |          2.0      |         1.4
                                      ------       |       ------      |      ------
                                      $  9.4       |       $ 50.7      |      $ 41.3
                                      ======       |       ======      |      ======
POST-ACQUISITION  |      COMBINED     | PRE-ACQUISITION
                                -------------------|-------------------|-----------------
                                 For the Period    |                   | For the Period
                                 August 14, 1996   |   For the Year    | January 1, 1996
                                     through       |      ended        |     through
                                 December 31, 1996 | December 31, 1996 | August 13, 1996
                                -------------------|-------------------|-----------------
                                                   (Dollars in millions)
|
|
Insurance benefits and                             |                   |
    expenses:                                      |                   |
  Annuity and interest sensitive                   |                   |
    life benefits:                                 |                   |
    Interest credited to account                   |                   |
      balances..................      $  5.7       |       $ 10.1      |      $  4.4
    Benefit claims incurred in                     |                   |
      excess of account                            |                   |
      balances..................         1.3       |          2.2      |         0.9
  Underwriting, acquisition and                    |                   |
    insurance expenses:                            |                   |
    Commissions.................         9.9       |         26.5      |        16.6
    General expenses............         5.9       |         15.3      |         9.4
    Insurance taxes.............         0.7       |          1.9      |         1.2
    Policy acquisition costs....                   |                   |
      deferred                         (11.7)      |        (31.0)     |       (19.3)
  Amortization:                                    |                   |
    Deferred policy acquisition                    |                   |
      costs.....................         0.2       |          2.6      |         2.4
    Present value of in force                      |                   |
      acquired..................         2.7       |          3.7      |         1.0
    Goodwill....................         0.6       |          0.6      |          --
                                      ------       |       ------      |      ------
                                      $ 15.3       |       $ 31.9      |      $ 16.6
                                      ======       |       ======      |      ======
Total insurance benefits and expenses increased 59.3%, or $18.8
million, in 1997 from $31.9 million in 1996. Interest credited to
account balances increased 164.4%, or $16.6 million, in 1997 as a
result of higher account balances associated with the Company's fixed
account option within its variable products.

Commissions increased 37.3%, or $9.8 million, in 1997 from $26.5
million in 1996.  Insurance taxes increased 23.3%, or $0.4 million, in
1997 from $1.9 million in 1996.  Increases and decreases in
commissions and insurance taxes are generally related to changes in
the level of variable product sales.

                                    49
Insurance taxes are also impacted by several other factors which include
an increase in FICA taxes primarily due to bonuses and an increase in
state licenses and fees.  Most costs incurred as the result of new sales
were deferred, thus having very little impact on earnings.

General expenses increased 12.6%, or $2.0 million, in 1997 from $15.3
million in 1996 due in part to certain expenses associated with the
merger occurring on October 24, 1997.  In addition, the Company uses a
network of wholesalers to distribute its products and the salaries of
these wholesalers are included in general expenses.  The portion of
these salaries and related expenses which vary with sales production
levels are deferred, thus having little impact on earnings.  This
increase in general expenses was partially offset by reimbursements
received from Equitable Life, an affiliate, for certain advisory,
computer and other resources and services provided by Golden American.

During the second quarter of 1997, present value of in force acquired
("PVIF") was unlocked by $2.3 million to reflect narrower current
spreads than the gross profit model assumed.  The Company's deferred
policy acquisition costs ("DPAC"), previous balance of PVIF and
unearned revenue reserve, as of the merger date, were eliminated and
an asset of $44.3 million representing PVIF was established for all
policies in force at the merger date.  The amortization of PVIF and
DPAC increased $2.4 million, or 37.1%, in 1997. Based on current
conditions and assumptions as to the impact of future events on
acquired policies in force, the expected approximate net amortization
for the next five years, relating to the PVIF as of December 31, 1997,
is $6.2 million in 1998, $6.0 million in 1999, $5.6 million in 2000,
$5.0 million in 2001 and $4.2 million in 2002.

Amortization of goodwill for the year ended December 31, 1997 totaled
$2.0 million compared to $0.6 million for the year ended December 31,
1996.

Interest expense on the $25 million surplus note issued December 1996
was $2.0 million for the year ended December 31, 1997.  Interest on
any line of credit borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%.  During
1997, the Company paid $0.6 million to Equitable for interest on the
line of credit.

INCOME.  Net income on a combined basis for 1997 was $0.3 million, a
decrease of $3.2 million, or 91.4%, from 1996.

                          FINANCIAL CONDITION
RATINGS.  During 1998, the Companies' ratings were upgraded by
Standard & Poor's Rating Services ("Standard & Poor's") from AA to
AA+. During the first quarter of 1999, the Companies' ratings were
upgraded by Duff & Phelps Credit Rating Company from AA+ to AAA.

INVESTMENTS.  The financial statement carrying value and amortized
cost basis of the Companies' total investment portfolio grew 8.7% and
10.5%, respectively, during the first nine months of 1999.  All of the
Companies' investments, other than mortgage loans on real estate, are
carried at fair value in the Companies' financial statements. As such,
growth in the carrying value of the Companies' investment portfolio
included changes in unrealized appreciation and depreciation of fixed
maturities as well as growth in the cost basis of these securities.
Growth in the cost basis of the Companies' investment portfolio
resulted from the investment of premiums from the sale of the
Companies' fixed account options. The Companies manage the growth of
insurance operations in order to maintain adequate capital ratios. To
support the fixed account options of the Companies' variable insurance
products, cash flow was invested primarily in fixed maturities and
short-term investments.

At September 30, 1999 and December 31, 1998, the Companies had no
investments in default. At September 30, 1999 and December 31, 1998,
the Companies' investment portfolio had a yield of 6.6% and 6.4%,
respectively.

                                    50
The Companies estimate the total investment portfolio, excluding
policy loans, had a fair value approximately equal to 98.0%
of amortized cost value at September 30, 1999 (100.2% at December
31, 1998).

Fixed Maturities: At September 30, 1999, the Companies had fixed
maturities with an amortized cost of $815.0 million and an estimated
fair value of $798.7 million. At December 31, 1998, the Companies had
fixed maturities with an amortized cost of $739.8 million and an
estimated fair value of $742.0 million.

The Companies classify 100% of securities as available for sale. At
September 30, 1999, net unrealized depreciation on fixed maturities of
$16.3 million was comprised of gross appreciation of $0.8 million and
gross depreciation of $17.1 million.  Net unrealized holding losses on
these securities, net of adjustments to VPIF, DPAC, and deferred
income taxes of $4.0 million, was included in stockholder's equity at
September 30, 1999.  At December 31, 1998 net unrealized appreciation
of fixed maturities of $2.2 million was comprised of gross
appreciation of $6.7 million and gross depreciation of $4.5 million.
Net unrealized holding gains on these securities, net of adjustments
to VPIF, DPAC, and deferred income taxes of $1.0 million was included
in stockholder's equity at December 31, 1998.

The individual securities in the Companies' fixed maturities portfolio
(at amortized cost) include investment grade securities, which include
securities issued by the U.S. government, its agencies, and
corporations, that are rated at least A- by Standard & Poor's ($528.0
million or 64.8% at September 30, 1999 and $477.4 million or 64.5% at
December 31, 1998), that are rated BBB+ to BBB- by Standard & Poor's
($138.0 million or 16.9% at September 30, 1999 and $124.0 million or
16.8% at December 31, 1998) and below investment grade securities
which are securities issued by corporations that are rated BB+ to CCC-
by Standard & Poor's ($72.3 million or 8.9% at September 30, 1999 and
$51.6 million or 7.0% at December 31, 1998). Securities not rated by
Standard & Poor's had a National Association of Insurance
Commissioners ("NAIC") rating of 1, 2, 3 or 4 ($76.7 million or 9.4%
at September 30, 1999 and $86.8 million or 11.7% at December 31,
1998). The Companies' fixed maturity investment portfolio had a
combined yield at amortized cost of 6.6% at September 30, 1999 and
6.5% at December 31, 1998.

Fixed maturities rated BBB+ to BBB- may have speculative
characteristics and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity of the
issuer to make principal and interest payments than is the case with
higher rated fixed maturities.

At September 30, 1999, the amortized cost value of the Companies'
total investment in below investment grade securities, excluding
mortgage-backed securities, was $73.7 million, or 7.4%, of the
Companies' investment portfolio ($52.7 million, or 5.9%, at December
31, 1998).  The Companies intend to purchase additional below
investment grade securities but do not expect the percentage of the
portfolio invested in such securities to exceed 10% of the investment
portfolio.  At September 30, 1999, the yield at amortized cost on the
Companies' below investment grade portfolio was 7.8% compared to 6.6%
for the Companies' investment grade corporate bond portfolio.  AAt
December 31, 1998, the yield at amortized cost on the Companies' below
investment grade portfolio was 7.9% compared to 6.4% for the
Companies' investment grade corporate bond portfolio.  The Companies
estimate the fair value of the below investment grade portfolio was
$70.5 million, or 95.6% of amortized cost value, at September 30, 1999
($51.7 million, or 98.1% of amortized cost value, at December 31,
1998).

Below investment grade securities have different characteristics than
investment grade corporate debt securities. Risk of loss upon default
by the borrower is significantly greater with respect to below
investment grade securities than with other corporate debt securities.
Below investment grade securities are generally unsecured and are
often subordinated to other creditors of the issuer. Also, issuers of
below investment grade securities usually have higher levels of debt
and are more sensitive to adverse economic conditions, such as a
recession or increasing interest rates, than are investment grade
issuers. The Companies attempt to reduce the overall risk in the below
investment grade portfolio, as in all investments, through careful
credit analysis, strict investment policy guidelines, and
diversification by company and by industry.

                                    51
The Companies analyze the investment portfolio, including below
investment grade securities, at least quarterly in order to determine
if the Companies' ability to realize the carrying value on any
investment has been impaired. For debt and equity securities, if
impairment in value is determined to be other than temporary (i.e. if
it is probable the Companies will be unable to collect all amounts due
according to the contractual terms of the security), the cost basis of
the impaired security is written down to fair value, which becomes the
new cost basis. The amount of the write-down is included in earnings
as a realized loss. Future events may occur, or additional or updated
information may be received, which may necessitate future write-downs
of securities in the Companies' portfolio. Significant write-downs in
the carrying value of investments could materially adversely affect
the Companies' net income in future periods.

During the nine months ended September 30, 1999 and Ifor the year
ended December 31, 1998, fixed maturities designated as available for
sale with a combined amortized cost of $170.6 million and $145.3
million, respectively, were called or repaid by their issuers. In
total, net pre-tax losses from sales, calls, and repayments of fixed
maturities amounted to $2.2 million and $0.5 million, for the first
nine months of 1999 and for the year ended December 31, 1998,
respectively.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value. As a result, at December 31, 1998, Golden American
recognized a total pre-tax loss of approximately $1.0 million to
reduce the carrying value of the bonds to their combined net
realizable value of $2.9 million.  During the second quarter of 1999,
further information was received regarding these bonds and Golden
American determined that the carrying value of the two bonds exceeded
their estimated net realizeable value.  As a result, at June 30, 1999
Golden American recognized a total pre-tax loss of approximately $1.6
million to further reduce the carrying value of the bonds to their
combined net realizeable value of $1.1 million.

Equity Securities: At September 30, 1999 and December 31, 1998,
Eequity securities represented 1.5% and 1.6%, respectively, of the
Companies' investment portfolio. At September 30, 1999 and December
31, 1998, the Companies owned equity securities with a cost of $14.4
million and an estimated fair value of $13.7 million and $11.5
million, respectively.  At September 30, 1999, net unrealized
depreciation of equity securities of $0.7 million was comprised of
gross appreciation of $0.3 million and gross depreciation of
$1.0 million at December 31, 1998 net unrealized depreciation of
equity securities was comprised entirely of gross depreciation of
$2.9 million .  Equity securities are primarily comprised of
investments in shares of the mutual funds underlying the Companies'
registered separate accounts.

Mortgage Loans on Real Estate: Mortgage loans on real estate
represented 9.5% and 10.9% of the Companies' investment portfolio at
September 30, 1999 and at December 31, 1998, respectively. Mortgages
outstanding at amortized cost were $93.9 million September 30, 1999
with an estimated fair value of $91.2 million. Mortgages outstanding
were $97.3 million at December 31, 1998 with an estimated fair value
of $99.8 million. At September 30, 1999, the Companies' mortgage loan
portfolio included 57 loans with an average size of $1.6 million and
average seasoning of 0.8 years if weighted by the number of loans. At
December 31, 1998, Tthe Companies' mortgage loan portfolio includeds
57 loans with an average size of $1.7 million and average seasoning of
0.9 years if weighted by the number of loans. The Companies' mortgage
loans on real estate are typically secured by occupied buildings in
major metropolitan locations and not speculative developments and are
diversified by type of property and geographic location.

Mortgage loans on real estate have been analyzed by geographical
location with concentrations by state identified as California (12% in
1998 and 1997), Utah (11% in 1998, 13% in 1997) and Georgia (10% in
1998, 11% in 1997).  There are no other concentrations of mortgage
loans in any state exceeding ten percent at December 31, 1998 and
1997.  Mortgage loans on real estate have also been analyzed by
collateral type with significant concentrations identified in office
buildings (36% in 1998, 43% in 1997), industrial buildings (32% in
1998, 33% in 1997) and retail facilities (20% in 1998, 15% in 1997).
As of September 30, 1999, there have been no significant changes to
the concentrations of mortgage loans on real estate compared to December
31, 1998.  At September 30, 1999 and December 31, 1998, the yield on
the Companies' mortgage loan portfolio was 7.3%.

                                    52
At September 30, 1999 and December 31, 1998, no mortgage loan on real
estate was delinquent by 90 days or more. The Companies' loan
investment strategy is consistent with other life insurance
subsidiaries of ING in the U.S. The insurance subsidiaries of EIC have
experienced a historically low default rate in their mortgage loan
portfolios.

OTHER ASSETS.  Accrued investment income increased $2.3 million during
the first nine months of 1999 due to an increase in the overall size
of the portfolio resulting from the investment of premiums allocated
to the fixed account options of the Companies' variable products.

DPAC represents certain deferred costs of acquiring insurance
business, principally first year commissions and interest bonuses,
extra credit bonuses and other expenses related to the production of
new business after the merger. The Companies' previous balances of
DPAC and VPIF were eliminated as of the merger date, and an asset
representing VPIF was established for all policies in force at the
merger date. VPIF is amortized into income in proportion to the
expected gross profits of in force acquired business in a manner
similar to DPAC amortization. Any expenses which vary directly with
the sales of the Companies' products are deferred and amortized. At
September 30, 1999, the Companies had DPAC and VPIF balances of $439.2
million and $33.0 million ($205.0 million and $36.0 million,
respectively at December 31, 1998). During the first nine months of
1998, VPIF decreased $2.7 million to adjust the value of other
receivables and increased $0.2 million as a result of an adjustment to
the merger costs.

Property and equipment increased $5.7 million, or 77.1%, during the
first nine months of 1999, due to the purchase of furniture and other
equipment for Golden American's new offices in West Chester,
Pennsylvania.  Property and equipment increased $5.8 million during
1998, due to installation of a new policy administration system,
introduction of an imaging system as well as the growth in the
business.

Goodwill totaling $151.1 million, representing the excess of the
acquisition cost over the fair value of net assets acquired, was
established at the merger date. Accumulated amortization of goodwill
as of September 30, 1999 and December 31, 1998 was $7.2 million and
$4.4 million, respectively.

Other assets increased $35.8 million during the first nine months of
1999 due mainly to an increase in a receivable from the separate
account.  Other assets increased $5.5 million during 1998 due mainly
to an increase in amounts due from an unaffiliated reinsurer under a
modified coinsurance agreement.

At September 30, 1999, the Companies had $5.6 billion of separate
account assets compared to $3.4 billion at December 31, 1998. The
increase in separate account assets resulted from market appreciation,
increased transfer activity, and sales of the Companies' variable
annuity products, net of redemptions. At December 31, 1998, the
Companies had $3.4 billion of separate account assets compared to $1.6
billion at December 31, 1997. The increase in separate account assets
resulted from market appreciation and growth in sales of the
Companies' variable annuity products, net of redemptions.

At September 30, 1999, the Companies had total assets of $7.3 billion,
a 53.9% increase from December 31, 1998.  At December 31, 1998,
the Companies had total assets of $4.8 billion, an increase of 94.3%
from December 31, 1997.

LIABILITIES.  In conjunction with the volume of variable annuity
sales, the Companies' total liabilities increased $2.5 billion, or
55.9%, during the first nine months of 1999 and totaled $6.9 billion
at September 30, 1999.  At September 30, 1999, future policy benefits
for annuity and interest sensitive life products increased $128.3
million, or 14.6%, to $1.0 billion reflecting premium growth in the
Companies' fixed account options of its variable products, net of
transfers to the separate accounts. Market appreciation, increased
transfer activity, and premiums, net of redemptions, accounted for the
$2.2 billion, or 64.9%, increase in separate account liabilities to
$5.6 billion at September 30, 1999.

In conjunction with the volume of variable annuity sales, the
Companies' total liabilities increased $2.2 billion, or 98.2%, during
1998 and totaled $4.4 billion at December 31, 1998. Future policy
benefits for annuity and interest sensitive life products increased
$375.8 million, or 74.4%, to $881.1 million reflecting premium growth
in the Companies' fixed account option of its variable products.
Market appreciation and premium growth, net of redemptions, accounted
for the $1.7 billion, or 106.3%, increase in separate account
liabilities to $3.4 billion at December 31, 1998.

                                    53
On September 30, 1999, Golden American issued a $75 million, 7.75%
surplus note to ING AIH, which matures on September 29, 2029.

On December 30, 1998, Golden American issued a $60 million, 7.25%
surplus note to Equitable Life, which matures on December 29, 2028.

On December 17, 1996, Golden American issued a $25 million, 8.25%
surplus note to Equitable which matures on December 17, 2026. As a
result of the merger, the surplus note is now payable to EIC.

At September 30, 1999, other liabilities increased $47.5 million from
$32.6 million at December 31, 1998, due primarily to increases in
securities payables and remittances to be applied.

At December 31, 1998, other liabilities increased $15.3 million from
$17.3 million at December 31, 1997, due primarily to increases in
accounts payable, outstanding checks, guaranty fund assessment
liability, and pension liability.

The effects of inflation and changing prices on the Companies'
financial position are not material since insurance assets and
liabilities are both primarily monetary and remain in balance. An
effect of inflation, which has been low in recent years, is a decline
in stockholder's equity when monetary assets exceed monetary
liabilities.

STOCKHOLDER'S EQUITY. Additional paid-in capital increased $100.0
million, or 28.8%, from December 31, 1998 to $447.6 million at
September 30, 1999 due to capital contributions from the Parent.
Additional paid-in capital increased $122.6 million, or 54.5%, from
December 31, 1997 to $347.6 million at December 31, 1998 primarily due
to capital contributions from the Parent.

                    LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Companies to generate sufficient cash
flows to meet the cash requirements of operating, investing, and
financing activities. The Companies' principal sources of cash are
variable annuity premiums and product charges, investment income,
maturing investments, proceeds from debt issuance, and capital
contributions made by the Parent. Primary uses of these funds are
payments of commissions and operating expenses, interest and extra
premium credits, investment purchases, repayment of debt, as well as
withdrawals and surrenders.

Net cash used in operating activities was $60.0 million in the first
nine months of 1999 compared to $22.7 million in the same period of
1998. Net cash used in operating activities was $63.9 million in 1998
compared to $4.8 million in 1997. The Companies have predominantly had
negative cash flows from operating activities since Golden American
started issuing variable insurance products in 1989. These negative
operating cash flows result primarily from the funding of commissions
and other deferrable expenses related to the continued growth in the
variable annuity products. The 1998 increase in net cash used in
operating activities resulted principally from the introduction of
Golden American's extra premium credit product in October 1997. In
1998, $54.4 million in extra premium credits was added to contract
holders' account values versus $2.8 million in 1997.

Net cash used in investing activities was $111.3 million during the
first nine months of 1999 as compared to $224.5 million in the same
period of 1998.  This decrease is primarily due to greater net
purchases of fixed maturities, equity securities, and mortgage loans
on real estate during the first nine months of 1998 than in the same
period of 1999.  Net purchases of fixed maturities reached $79.7
million during the first nine months of 1999 versus $199.0 million in
the same period of 1998.  Net sales of mortgage loans on real estate
were $3.2 million during the first nine months of 1999 compared to net
purchases of $13.2 million during the first nine months of 1998.

Net cash used in investing activities was $390.0 million during 1998
as compared to $198.5 million in 1997. This increase is primarily due
to greater net purchases of fixed maturities resulting from an
increase in funds available from net fixed account deposits. Net
purchases of fixed maturities reached

                                    54
$331.3 million in 1998 versus $135.3 million in 1997. Net purchases
of mortgage loans on real estate, on the other hand, declined to $12.6
million from $51.2 at December 31, 1997in the prior year. In 1998,
net purchases of short-term investments were unusually high due to
the investment of the remaining proceeds of Golden American's $60.0
million surplus note issued on December 30, 1998.

Net cash provided by financing activities was $177.5 million during
the first nine months of 1999 compared to $245.1 million during the
same period of 1998. In the first nine months of 1999, net cash
provided by financing activities was positively impacted by net fixed
account deposits of $441.7 million compared to $300.0 million in the
same period of 1998.  This increase was offset by net reallocations to
the Companies' separate accounts, which increased to $439.2 million
from $163.5 million during the prior year, and by a decrease in net
borrowings of $54.8 million in the first nine months of 1999 compared
to the first nine months of 1998.  In the first nine months of 1999,
another important source of cash provided by financing activities was
$100.0 million in capital contributions from the Parent compared to
$53.8 million in the first nine months of 1998. In addition, another
source of cash provided by financing activities during the third
quarter of 1999 was $75.0 million in proceeds from a surplus note
with ING AIH.

Net cash provided by financing activities was $439.5 million during
1998 as compared to $218.6 million during the prior year. In 1998, net
cash provided by financing activities was positively impacted by net
fixed account deposits of $520.8 million compared to $303.6 million in
1997. This increase was partially offset by net reallocations to the
Companies' separate accounts, which increased to $239.7 million from
$110.1 million during the prior year. In 1998, other important sources
of cash provided by financing activities were $98.4 million of capital
contributions from the Parent and $60.0 million of proceeds from the
issuance of a surplus note on December 30, 1998.  The Companies have
used part of the proceeds of the surplus note to repay outstanding
short-term debt.

The Companies' liquidity position is managed by maintaining adequate
levels of liquid assets, such as cash or cash equivalents and short-
term investments. Additional sources of liquidity include borrowing
facilities to meet short-term cash requirements. Golden American
maintains a $65.0 million reciprocal loan agreement with ING AIH,
which expires on December 31, 2007.  In addition, the Companies
have an $85.0 million revolving note facility with SunTrust Bank,
Atlanta, which expires on July 31, 2000.  Management believes that
these sources of liquidity are adequate to meet the Companies'
short-term cash obligations.

Based on current trends, the Companies expect to continue to use net
cash in operating activities, given the continued growth of the
variable annuity products. It is anticipated that a continuation of
capital contributions from the Parent and the issuance of additional
surplus notes will cover these net cash outflows. ING is committed to
the sustained growth of Golden American.  During 1999, ING will
maintain Golden American's statutory capital and surplus at the end of
each quarter at a level such that: 1) the ratio of Total Adjusted
Capital divided by Company Action Level Risk Based Capital exceeds
300%; 2) the ratio of Total Adjusted Capital (excluding surplus notes)
divided by Company Action Level Risk Based Capital exceeds 200%; and
3) Golden American's statutory capital and surplus exceeds the
"Amounts Accrued for Expense Allowances Recognized in Reserves" as
disclosed on page 3, Line 13A of Golden American's Statutory
Statement.

During the first quarter of 1999, Golden American's operations were
moved to a new site in West Chester, Pennsylvania.  During the third
quarter of 1999, Golden American occupied an additional 20,000 square
feet and currently occupies 85,000 square feet of leased space, its
affiliate occupies 20,000 square feet, and it has made commitments for
an additional 20,000 square feet to be occupied by itself or its
affiliates during the fourth quarter of 1999.  Previously, Golden
American's home office operations were housed in leased locations in
Wilmington, Delaware and various locations in Pennsylvania, which were
leased on a short-term basis for use in the transition to the new
office building. Golden American's New York subsidiary is housed in
leased space in New York, New York. The Companies intend to spend
approximately $1.0 million on capital needs during the remainder of
1999.

The ability of Golden American to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed an
annual
                                    55
limit. During 1999, Golden American cannot pay dividends to its
Parent without prior approval of statutory authorities.

Under the provisions of the insurance laws of the State of New York,
First Golden cannot distribute any dividends to its stockholder,
Golden American, unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed with the New York
Insurance Department at least thirty days in advance of the proposed
declaration. If the Superintendent of the New York Insurance Department
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the
filing.  The management of First Golden does not anticipate paying
any dividends to Golden American during 1999.

The NAIC's risk-based capital requirements require insurance companies
to calculate and report information under a risk-based capital
formula. These requirements are intended to allow insurance regulators
to monitor the capitalization of insurance companies based upon the
type and mixture of risks inherent in a company's operations. The
formula includes components for asset risk, liability risk, interest
rate exposure and other factors. The Companies have complied with the
NAIC's risk-based capital reporting requirements. Amounts reported
indicate the Companies have total adjusted capital well above all
required capital levels.

Reinsurance:  At September 30, 1999 and at December 31, 1998, Golden
American had reinsurance treaties with four unaffiliated reinsurers
and one affiliated reinsurer covering a significant portion of the
mortality risks under its variable contracts. Golden American remains
liable to the extent its reinsurers do not meet their obligations
under the reinsurance agreements.

                                    56
MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the
Companies' operations, including investment decisions, product
development and crediting rates determination. As part of the risk
management process, different economic scenarios are modeled,
including cash flow testing required for insurance regulatory
purposes, to determine that existing assets are adequate to meet
projected liability cash flows. Key variables include
contractholder behavior and the variable separate accounts'
performance.

Contractholders bear the majority of the investment risks related
to the variable products. Therefore, the risks associated with the
investments supporting the variable separate accounts are assumed
by contractholders, not by the Companies (subject to, among other
things, certain minimum guarantees). The Companies' products also
provide certain minimum death benefits that depend on the
performance of the variable separate accounts. Currently the
majority of death benefit risks are reinsured, which protects the
Companies from adverse mortality experience and prolonged capital
market decline.

A surrender, partial withdrawal, transfer or annuitization made
prior to the end of a guarantee period from the fixed account may
be subject to a market value adjustment. As the majority of the
liabilities in the fixed account are subject to market value
adjustment, the Companies do not face a material amount of market
risk volatility. The fixed account liabilities are supported by a
portfolio principally composed of fixed rate investments that can
generate predictable, steady rates of return. The portfolio
management strategy for the fixed account considers the assets
available for sale.  This enables the Companies to respond to
changes in market interest rates, changes in prepayment risk,
changes in relative values of asset sectors and individual
securities and loans, changes in credit quality outlook and other
relevant factors. The objective of portfolio management is to
maximize returns, taking into account interest rate and credit
risks as well as other risks. The Companies' asset/liability
management discipline includes strategies to minimize exposure to
loss as interest rates and economic and market conditions change.

                                    57
On the basis of these analyses, management believes there is no
material solvency risk to the Companies. With respect to a 10%
drop in equity values from year-end 1998 levels, variable separate
account funds, which represent 85% of the in force as of
September 30, 1999, pass the risk in underlying fund performance
to the contract holder (except for certain minimum guarantees that
are mostly reinsured).  With respect to interest rate movements
up or down 100 basis points from year-end 1998 levels, the
remaining 15% of the in force as of September 30, 1999 are fixed
account funds and almost all of these have market value adjustments
which provide significant protection against changes in interest
rates.

     CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any forward-looking statement contained herein or in any other
oral or written statement by the Companies or any of their
officers, directors or employees is qualified by the fact that
actual results of the Companies may differ materially from such
statement, among other risks and uncertainties inherent in the
Companies' business, due to the following important factors:

 1. Prevailing interest rate levels and stock market performance,
    which may affect the ability of the Companies to sell their
    products, the market value and liquidity of the Companies'
    investments and the lapse rate of the Companies' policies,
    notwithstanding product design features intended to enhance
    persistency of the Companies' products.

                                    58
2. Changes in the federal income tax laws and regulations which
    may affect the tax status of the Companies'products.

 3. Changes in the regulation of financial services, including
    bank sales and underwriting of insurance products, which
    may affect the competitive environment for the Companies'
    products.

 4. Increasing competition in the sale of the Companies' products.

 5. Other factors that could affect the performance of the
    Companies, including, but not limited to, market conduct
    claims, litigation, insurance industry insolvencies,
    availability of competitive reinsurance on new business,
    investment performance of the underlying portfolios of the
    variable products, variable product design and sales volume by
    significant sellers of the Companies' variable products.

 6. To the extent third parties are unable to transact business in
    the Year 2000 and thereafter, the Companies' operations could
    be adversely affected.

                         OTHER INFORMATION

SEGMENT INFORMATION.  During the period since the acquisition by
Bankers Trust, September 30, 1992 to date of this Prospectus,
Golden American's operations consisted of one business segment,
the sale of annuity and life insurance products. Golden American
and its affiliate DSI are party to in excess of 140 sales
agreements with broker-dealers, three of whom, Locust Street
Securities, Inc., Vestax Securities Corporation, and Multi-
Financial Securities Corporation, are affiliates of Golden
American. As of September 30, 1999, two broker-dealers produce
10% or more of Golden American's product sales.

REINSURANCE.  Golden American reinsures its mortality risk
associated with the Contract's guaranteed death benefit with one
or more appropriately licensed insurance companies. Golden
American also, effective June 1, 1994, entered into a reinsurance
agreement on a modified coinsurance basis with an affiliate of a
broker-dealer which distributes Golden American's products with
respect to 25% of the business produced by that broker-dealer.

RESERVES.  In accordance with the life insurance laws and
regulations under which Golden American operates, it is obligated
to carry on its books, as liabilities, actuarially determined
reserves to meet its obligations on outstanding Contracts.
Reserves, based on valuation mortality tables in general use in
the United States, where applicable, are computed to equal amounts
which, together with interest on such reserves computed annually
at certain assumed rates, make adequate provision according to
presently accepted actuarial standards of practice, for the
anticipated cash flows required by the contractual obligations and
related expenses of Golden American.

COMPETITION.  Golden American is engaged in a business that is
highly competitive because of the large number of stock and mutual
life insurance companies and other entities marketing insurance
products comparable to those of Golden American. There are
approximately 2,350 stock, mutual and other types of insurers in
the life insurance business in the United States, a substantial
number of which are significantly larger than Golden American.

SERVICE AGREEMENTS.  Beginning in 1994 and continuing until August
13, 1996, Bankers Trust (Delaware), a subsidiary of Bankers Trust
New York Corporation, and Golden American became parties to a service
agreement pursuant to which Bankers Trust (Delaware) agreed to provide
certain accounting, actuarial, tax, underwriting, sales, management and
other services to Golden American.  Expenses incurred by Bankers Trust
(Delaware)in relation to this service agreement were reimbursed by Golden
American on an allocated cost basis. Charges billed to Golden American by
Bankers Trust (Delaware) pursuant to the service agreement for 1996 through
its termination as of August 13, 1996 were $0.5 million.

Pursuant to a service agreement between Golden American and Equitable
Life, Equitable Life provides certain administrative, financial and
other services to Golden American.  Equitable Life billed Golden

                                    59
American and its subsidiary First Golden American Life Insurance
Company of New York ("First Golden"), $0.9 million, $1.1 million,
and $29,000 for the first nine months of 1999 and the years ended
December 31, 1998 and 1997, respectively, under this service
agreement.

Golden American provides to DSI certain of its personnel to perform
management, administrative and clerical services and the use of
certain facilities. Golden American charges DSI for such expenses and
all other general and administrative costs, first on the basis of
direct charges when identifiable, and the remainder allocated based on
the estimated amount of time spent by Golden American's employees on
behalf of DSI.  In the opinion of management, this method of cost
allocation is reasonable.  In 1995, the service agreement between DSI
and Golden American was amended to provide for a management fee from
DSI to Golden American for managerial and supervisory services
provided by Golden American. This fee, calculated as a percentage of
average assets in the variable separate accounts, was $6.8 million,
$4.8 million, $2.8 million and $2.3 million for the first nine months
of 1999, and the years of 1998, 1997 and 1996, respectively.

Since January 1, 1998, Golden American and First Golden have had an
asset management agreement with ING Investment Management LLC ("ING
IM"), an affiliate, in which ING IM provides asset management and
accounting services for a fee, payable quarterly. For the first nine
months of 1999 and for the year ended December 31, 1998, Golden
American and First Golden incurred fees of $1.6 million and $1.5 million,
respectively, under this agreement.  Prior to 1998, Golden American and
First Golden had a service agreement with Equitable Investment Services,
Inc. ("EISI"), an affiliate, in which EISI provided investment
management services.  Golden American and First Golden paid fees of
$1.0 million for 1997 and $72,000 for the period from August 14,
1996 through December 31, 1996, respectively.

Since 1997, Golden American has provided certain advisory, computer
and other resources and services to Equitable Life. Revenues for these
services totaled $0.9 million for the first nine months of 1999,
$5.8 million for 1998 and $4.3 million for 1997.

The Companies provide resources and services to DSI.  Revenues for
these services totaled $0.8 million for the first nine months of 1999.

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate.  Revenues for these services
totaled $0.4 million for the first nine months of 1999 and $2.1
million for 1998.

DISTRIBUTION AGREEMENT.  Under a distribution agreement, DSI acts as
the principal underwriter (as defined in the Securities Act of 1933
and the Investment Company Act of 1940, as amended) of the variable
insurance products issued by Golden American which as of September 30,
1999 and December 31, 1998, are sold primarily through two
broker/dealer institutions. For the nine months ended September 30,
1999 and the years 1998, 1997 and 1996, commissions paid by Golden
American to DSI (including commissions paid by First Golden)
aggregated $130.4 million, $117.5 million, $36.4 million and $27.1
million, respectively.

EMPLOYEES.  Golden American, as a result of its Service Agreement
with Bankers Trust (Delaware) and EIC Variable, had very few
direct employees. Instead, various management services were
provided by Bankers Trust (Delaware), EIC Variable and Bankers
Trust New York Corporation, as described above under "Service
Agreement." The cost of these services were allocated to Golden
American. Since August 14, 1996, Golden American has hired
individuals to perform various management services and has looked
to Equitable of Iowa and its affiliates for certain other
management services.

Certain officers of Golden American are also officers of DSI, and
their salaries are allocated among both companies. Certain
officers of Golden American are also officers of other Equitable
of Iowa subsidiaries. See "Directors and Executive Officers."

PROPERTIES.  Golden American's principal office is located at 1475
Dunwoody Drive, West Chester, Pennsylvania  19380, where all of
Golden American's records are maintained. This office space is
leased.

STATE REGULATION.  Golden American is subject to the laws of the
State of Delaware governing insurance companies and to the
regulations of the Delaware Insurance Department (the "Insurance
Department").  A detailed financial statement in the prescribed
form (the "Annual Statement") is filed with the Insurance
Department each year covering Golden American's operations for the
preceding year and its financial condition as of the end of that
year.  Regulation by the Insurance Department includes periodic
examination to determine contract liabilities and reserves so that
the Insurance Department may certify

                                    60
that these items are correct. Golden American's books and accounts are
subject to review by the Insurance Department at all times.  A full
examination of Golden American's operations is conducted periodically
by the Insurance Department and under the auspices of the NAIC.

In addition, Golden American is subject to regulation under the
insurance laws of all jurisdictions in which it operates.  The
laws of the various jurisdictions establish supervisory agencies
with broad administrative powers with respect to various matters,
including licensing to transact business, overseeing trade
practices, licensing agents, approving contract forms,
establishing reserve requirements, fixing maximum interest rates
on life insurance contract loans and minimum rates for
accumulation of surrender values, prescribing the form and content
of required financial statements and regulating the type and
amounts of investments permitted.  Golden American is required to
file the Annual Statement with supervisory agencies in each of the
jurisdictions in which it does business, and its operations and
accounts are subject to examination by these agencies at regular
intervals.

The NAIC has adopted several regulatory initiatives designed to
improve the surveillance and financial analysis regarding the
solvency of insurance companies in general.  These initiatives
include the development and implementation of a risk-based capital
formula for determining adequate levels of capital and surplus.
Insurance companies are required to calculate their risk-based
capital in accordance with this formula and to include the results
in their Annual Statement.  It is anticipated that these standards
will have no significant effect upon Golden American.  For
additional information about the Risk-Based Capital adequacy
monitoring system and Golden American, see "Management's
Discussion and Analysis Results of Operations"

In addition, many states regulate affiliated groups of insurers,
such as Golden American, and its affiliates, under insurance
holding company legislation.  Under such laws, inter-company
transfers of assets and dividend payments from insurance
subsidiaries may be subject to prior notice or approval, depending
on the size of the transfers and payments in relation to the
financial positions of the companies involved.

Under insurance guaranty fund laws in most states, insurers doing
business therein can be assessed (up to prescribed limits) for
contract owner losses incurred by other insurance companies which
have become insolvent.  Most of these laws provide that an
assessment may be excused or deferred if it would threaten an
insurer's own financial strength.  For information regarding
Golden American's estimated liability for future guaranty fund
assessments, see Note 11 of Notes to Financial Statements.

Although the federal government generally does not directly
regulate the business of insurance, federal initiatives often have
an impact on the business in a variety of ways.  Certain insurance
products of Golden American are subject to various federal
securities laws and regulations.  In addition, current and
proposed federal measures which may significantly affect the
insurance business include regulation of insurance company
solvency, employee benefit regulation, removal of barriers
preventing banks from engaging in the insurance business, tax law
changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative
desirability of various personal investment vehicles.

                                    61
DIRECTORS AND OFFICERS

NAME (AGE)                    POSITION(S) WITH THE COMPANY
----------                    ----------------------------
Barnett Chernow (50)          President and Director
Myles R. Tashman (57)         Director, Executive Vice President,
                              General Counsel and Secretary
Michael W. Cunningham (50)    Director
Mark A. Tullis (44)           Director
Phillip R. Lowery (46)        Director
James R. McInnis (51)         Executive Vice President and
                              Chief Marketing Officer
Stephen J. Preston (42)       Executive Vice President and Chief
                              Actuary
E. Robert Koster (41)         Senior Vice President and Chief Financial
                              Officer
Patricia M. Corbett (34)      Treasurer and Assistant V.P.
David L. Jacobson (50)        Senior Vice President and Assistant
                              Secretary
William L. Lowe (35)          Senior Vice President, Sales and Marketing
Ronald R. Blasdell (46)       Senior Vice President, Project Implementation
Steven G. Mandel (40)         Senior Vice President and
                              Chief Information Officer
Gary F. Haynes (54)           Senior Vice President, Operations

Each director is elected to serve for one year or until the next
annual meeting of shareholders or until his or her successor is
elected. Some directors are directors of insurance company
subsidiaries of Golden American's parent, Equitable of Iowa.  The
principal positions of Golden American's directors and senior
executive officers for the past five years are listed below:

Mr. Barnett Chernow became President and Director of Golden American
and President of First Golden in April 1998.  From 1993 to 1998, Mr.
Chernow served as Executive Vice President of Golden American.  He was
elected to serve as Executive Vice President and Director of First
Golden in September 1996.

Mr. Myles R. Tashman joined Golden American in August 1994 as
Senior Vice President and was named Executive Vice President,
General Counsel and Secretary effective January 1, 1996. He was
elected to serve as a Director of Golden American in January 1998.
He also serves as a Director, Executive Vice President, General
Counsel and Secretary of First Golden.

Mr. Michael W. Cunningham became a Director of Golden American and
First Golden in April 1999.  Also, he has served as a Director of
Life of Georgia and Security Life of Denver since 1995.
Currently, he serves as Executive Vice President and Chief
Financial Officer of ING North America Insurance Corporation, and
has worked for them since 1991.

Mr. Mark A. Tullis became a Director of Golden American in January
2000. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September 1999.

                                    62
Mr. Phillip R. Lowery became a Director of Golden American in
April 1999.  He has served as Executive Vice President and Chief
Actuary for ING Americas Region since 1990.

Mr. James R. McInnis joined Golden American in December, 1997 as
Executive Vice President. From 1982 through November 1997, he held
several positions with the Endeavor Group and was President upon
his departure.

Mr. E. Robert Koster was elected Senior Vice President and Chief
Financial Officer of Golden American in September 1998.  From
August, 1984 to September, 1998 he has held various positions with
ING companies in The Netherlands.

Ms. Patricia M. Corbett was elected Treasurer of Golden American
in December 1998. She joined Equitable Life Insurance Company of
Iowa in 1987 and is currently Treasurer and Assistant Vice
President of Equitable Life and USG Annuity & Life Company.

Mr. David L. Jacobson joined Golden American in November 1993 as
Senior Vice President and Assistant Secretary.

Mr. Stephen J. Preston joined Golden American in December, 1993 as
Senior Vice President, Chief Actuary and Controller. He became an
Executive Vice President and Chief Actuary in June 1998.

Mr. William L. Lowe joined Equitable Life as Vice President, Sales
& Marketing in January 1994. He became a Senior Vice President,
Sales & Marketing, of Golden American in August 1997. He was also
President of Equitable of Iowa Securities Network, Inc. until
October 1998.

Mr. Steven G. Mandel joined Golden American in October 1988 and
became Senior Vice President and Chief Information Officer in
June 1998.

Mr. Ronald R. Blasdell joined Golden American in February 1994 and
became Senior Vice President, Project Implementation in June 1998.

Mr. Gary Haynes joined Golden American in April 1999 and became
Senior Vice President, Operations in April 1999.

COMPENSATION TABLES AND OTHER INFORMATION

The following sets forth information with respect to the Chief
Executive Officer of Golden American as well as the annual salary
and bonus for the next five highly compensated executive officers
for the fiscal year ended December 31, 1998. Certain executive
officers of Golden American are also officers of DSI. The salaries
of such individuals are allocated between Golden American and DSI.
Executive officers of Golden American are also officers of DSI.
The salaries of such individuals are allocated between Golden
American and DSI pursuant to an arrangement among these companies.
Throughout 1995 and until August 13, 1996, Terry L. Kendall served
as a Managing Director at Bankers Trust New York Corporation.
Compensation amounts for Terry L. Kendall which are reflected
throughout these tables prior to August 14, 1996 were not charged
to Golden American, but were instead absorbed by Bankers Trust New
York Corporation.

                                    63
EXECUTIVE COMPENSATION TABLE

The following table sets forth information with respect to the
annual salary and bonus for Golden American's Chief Executive
Officers and the five other most highly compensated executive
officers for the fiscal year ended December 31, 1998.  As of
the date of this prospectus 1999 data was not yet available.

                                                            LONG-TERM            ALL OTHER
                              ANNUAL COMPENSATION         COMPENSATION         COMPENSATION
                              -------------------   ------------------------   ------------
                                                     RESTRICTED   SECURITIES
NAME AND                                            STOCK AWARDS  UNDERLYING
PRINCIPAL POSITION   YEAR     SALARY     BONUS(1)    OPTIONS(2)   OPTIONS(3)
------------------   ----     ------     --------   ------------  ----------
Barnett Chernow,     1998    $284,171    $105,375                   8,000
 President           1997    $234,167    $ 31,859     $277,576      4,000
                     1996    $207,526    $150,000                               $ 7,755(4)

James R. McInnis,    1998    $250,004    $626,245                   2,000
 Executive Vice
 President

Keith Glover,        1998    $250,000    $145,120                  3,900
 Executive Vice
 President

Myles R. Tashman,    1998    $189,337    $ 54,425                  3,500
 Executive Vice      1997    $181,417    $ 25,000     $165,512     5,000
 President,          1996    $176,138    $ 90,000                              $  5,127(4)
 General Counsel
 and Secretary

Stephen J. Preston,  1998    $173,870    $ 32,152                 3,500
 Executive Vice      1997    $160,758    $ 16,470
 President           1996    $156,937    $ 58,326
 and Chief Actuary

Paul R. Schlaack,    1998    $406,730    $210,600
 Former Chairman     1997    $351,000    $249,185    $1,274,518     19,000       $15,000
 and Vice President  1996    $327,875    $249,185    $  245,875     19,000       $15,000

Terry L. Kendall,    1998    $145,237    $181,417
 Former President    1997    $362,833    $ 80,365    $  644,844     16,000
 and CEO             1996    $288,298    $400,000                                $11,535(4)
(1) The amount shown relates to bonuses paid in 1998, 1997
     and 1996.
 (2) Restricted stock awards granted to executive officers
     vested on October 24, 1997 with the change in control of
     Equitable of Iowa.
 (3) Awards comprised of qualified and non-qualified stock
     options. All options were granted with an exercise price equal
     to the then fair market value of the underlying stock.  All
     options vested with the change in control of Equitable of Iowa
     and were cashed out for the difference between $68.00 and the
     exercise price.
 (4) In 1996, Contributions were made by the Company on behalf
     of the employee to PartnerShare, the deferred compensation
     plan sponsored by Bankers Trust New York Corporation and its
     affiliates for the benefit of all Bankers Trust employees, in
     February of 1996 to employees on record as of  December 31,
     1996, after an employee completed one year of service with the
     company.  This contribution could be in the form of deferred
     compensation and/or a cash payment.  In 1996, Mr. Kendall
     received $9,000 of deferred compensation and $2,535 of cash
     payment from the plan;  Mr. Chernow received $6,000 of
     deferred compensation and $1,755 of cash payment from the
     plan; Mr. Tashman received $4,000 of deferred compensation and
     $1,127 of cash payment from the plan.

                                    64
OPTION GRANTS IN LAST FISCAL YEAR (1998)

                                                                            POTENTIAL
                                                                       REALIZABLE VALUE AT
                                                                         ASSUMED ANNUAL
                              % OF TOTAL                                RATES OF STOCK
                  NUMBER OF     OPTIONS                                PRICE APPRECIATION
                  SECURITIES  GRANTED TO                                   FOR OPTION
                  UNDERLYING  EMPLOYEES      EXERCISE                       TERM (3)
                   OPTIONS    IN FISCAL       OR BASE   EXPIRATION     ------------------
NAME              GRANTED(1)    YEAR         PRICE (2)     DATE           5%        10%
----              ----------    -----        ---------     ----           --        ---
Barnett Chernow     8,000       11.99         $60.518    5/26/2003     $164,016  $362,433
James R. McInnis    2,000        3.00         $60.518    5/26/2003     $ 41,004  $ 90,608
Keith Glover        3,900        5.85         $60.518    5/26/2003     $ 79,958  $176,686
Myles R. Tashman    3,500        5.25         $60.518    5/26/2003     $ 71,758  $158,564
Stephen J. Preston  3,500        5.25         $60.518    5/26/2003     $ 71,758  $158,564
(1) Stock appreciation rights granted on May 26, 1998 to the
     officers of Golden American have a three-year vesting period
     and an expiration date as shown.
 (2) The base price was equal to the fair market value of
     ING's stock on on the date of grant.
 (3) Total dollar gains based on indicated rates of
     appreciation of share price over a the five year term of the
     rights.

Directors of Golden American receive no additional compensation
for serving as a director.

                                    65
[Shaded Section Header]
--------------------------------------------------------------------------
  UNAUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------
For the Nine Months Ended September 30, 1999

                                    66
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                       (Dollars in thousands, except per share data)
September 30, 1999  December 31, 1998
                                            ------------------  -----------------
ASSETS
Investments:
 Fixed maturities, available for sale, at
  fair value (cost:  1999 -- $815,027;
  1998 -- $739,772)                           $  798,708          $  741,985
 Equity securities, at fair value (cost:          13,679              11,514
  1999 -- $14,437; 1998 -- $14,437)
 Mortgage loans on real estate                    93,884              97,322
 Policy loans                                     13,454              11,772
 Short-term investments                           66,519              41,152
                                              ----------          ----------
Total investments                                986,244             903,745

Cash and cash equivalents                         12,908               6,679
Due from affiliates                                1,460               2,983
Accrued investment income                         11,896               9,645
Deferred policy acquisition costs                439,176             204,979
Value of purchased insurance in force             32,984              35,977
Current income taxes recoverable                     204                 628
Deferred income tax asset                         29,690              31,477
Property and equipment, less allowances
 for depreciation of $2,807 in 1999
 and $801 in 1998                                 13,017               7,348
Goodwill, less accumulated amortization
 of $7,242 in 1999 and $4,408 in 1998            143,886             146,719
Other assets                                      42,072               6,239
Separate account assets                        5,598,490           3,396,114
                                              ----------          ----------
Total assets                                  $7,312,027          $4,752,533
                                              ==========          ==========

LIABILITIES  AND  STOCKHOLDER'S  EQUITY
Policy liabilities and accruals:
 Future policy benefits:
  Annuity and interest sensitive life
    products                                  $1,009,382            $881,112
  Unearned revenue reserve                         5,855               3,840
 Other policy claims and benefits                     15                  --
                                              ----------          ----------
                                               1,015,252             884,952

Surplus notes                                    160,000              85,000
Due to affiliates                                  4,328                  --
Other liabilities                                 80,081              32,573
Separate account liabilities                   5,598,490           3,396,114
                                              ----------          ----------
                                               6,858,151           4,398,639

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
  authorized, issued,                              2,500               2,500
  and outstanding  250,000 shares
 Additional paid-in capital                      447,640             347,640
 Accumulated other comprehensive loss             (4,464)               (895)
 Retained earnings                                 8,200               4,649
                                              ----------          ----------
Total stockholder's equity                       453,876             353,894
                                              ----------          ----------
Total liabilities and stockholder's
 equity                                       $7,312,027          $4,752,533
                                              ==========          ==========

                                  See accompanying notes.
67
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)
For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
Revenues:
 Annuity and interest sensitive
  life product charges                           $  55,195           $ 26,984
 Management fee revenue                              6,755              3,257
 Net investment income                              42,671             29,296
 Realized gains (losses) on
  investments                                       (2,215)               436
 Other income                                        7,448              4,805
                                                 ---------           --------
                                                   109,854             64,778
Insurance benefits and expenses:
 Annuity and interest sensitive
  life benefits:
  Interest credited to account                     125,404             64,110
   balances
  Benefit claims incurred in                         3,452                862
   excess of account balances
 Underwriting, acquisition, and
  insurance expenses:
  Commissions                                      134,585             84,958
  General expenses                                  47,551             23,480
  Insurance taxes, state                             3,545              2,680
   licenses, and fees
  Policy acquisition costs                        (244,840)          (133,616)
   deferred
  Amortization:
   Deferred policy acquisition                      19,699              4,014
    costs
   Value of purchased insurance                      4,803              3,252
    in force
   Goodwill                                          2,834              2,834
                                                 ---------           --------
                                                    97,033             52,574
 Interest expense                                    5,552              3,033
                                                 ---------           --------
                                                   102,585             55,607
                                                 ---------           --------
 Income before income taxes                          7,269              9,171

 Income taxes                                        3,718              4,294
                                                 ---------           --------
 Net income                                      $   3,551           $  4,877
                                                 =========           ========

                                 See accompanying notes.
68
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Dollars in thousands)
For the Nine       For the Nine
                                                Months ended       Months ended
                                             September 30, 1999  September 30, 1998
                                             ------------------  ------------------
NET CASH USED IN OPERATING ACTIVITIES            $ (60,026)          $ (22,666)

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
 Fixed maturities -- available for sale             170,548              92,707
 Mortgage loans on real estate                        4,241               3,145
 Short-term investments  -- net                          --               2,575
                                                 ----------          ----------

                                                    174,789              98,427

Acquisition of investments:
 Fixed maturities -- available for sale            (250,277)           (291,687)
 Equity securities                                       --             (10,000)
 Mortgage loans on real estate                       (1,034)            (16,390)
 Policy loans -- net                                 (1,682)             (1,385)
 Short term investments -- net                      (25,367)                 --
                                                 ----------          ----------
                                                   (278,360)           (319,462)
Net purchase of property and equipment               (7,700)             (3,470)
                                                 ----------          ----------
Net cash used in investing activities              (111,271)           (224,505)

FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement             488,950             242,847
 borrowings
Repayment of reciprocal loan agreement             (488,950)           (202,847)
 borrowings
Proceeds from revolving note payable                131,595              20,082
Repayment of revolving note payable                (131,595)                 --
Proceeds from surplus note                           75,000                  --
Repayment of line of credit borrowings                   --              (5,309)
Receipts from annuity and interest
 sensitive life policies credited
 to account balances                                540,464             350,385
Return of account balances on annuity
 and interest sensitive life policies               (98,715)            (50,370)
Net reallocations to Separate Accounts             (439,223)           (163,455)
Contributions from parent                           100,000              53,750
                                                 ----------          ----------
Net cash provided by financing                      177,526             245,083
 activities
                                                 ----------          ----------

Increase (decrease) in cash and cash
 equivalents                                          6,229             (2,088)

Cash and cash equivalents at beginning
 of period                                            6,679             21,039
                                                 ----------          ----------
Cash and cash equivalents at end of
 period                                          $   12,908          $   18,951
                                                 ==========          ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
 Interest                                        $    5,078          $   3,493
 Taxes                                                   10                 80
Non-cash financing activities:
 Non-cash adjustment to additional paid
  in capital for adjusted merger costs                   --                143
 Non-cash contribution of capital from
  parent to repay line of credit
  borrowings                                             --             18,750

                                  See accompanying notes.
69
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly, the financial
statements do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. All adjustments
were of a normal recurring nature, unless otherwise noted in Management's
Discussion and Analysis and the Notes to Financial Statements.  Operating
results for the nine months ended September 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1999.  These financial statements should be read in
conjunction with the financial statements and related notes included in
the Golden American Life Insurance Company's annual report on Form 10-K
for the year ended December 31, 1998.

CONSOLIDATION
The condensed consolidated financial statements include Golden American
Life Insurance Company ("Golden American") and its wholly owned
subsidiary, First Golden American Life Insurance Company of New York
("First Golden," and with Golden American, collectively, the
"Companies").  All significant intercompany accounts and transactions
have been eliminated.

ORGANIZATION
Golden American is a wholly owned subsidiary of Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent").  On October 24, 1997, PFHI
Holdings, Inc. ("PFHI"), a Delaware corporation, acquired all of the
outstanding capital stock of Equitable of Iowa Companies ("Equitable")
according to the terms of an Agreement and Plan of Merger dated July 7,
1997 among Equitable, PFHI, and ING Groep N.V. ("ING").  PFHI is a wholly
owned subsidiary of ING, a global financial services holding company
based in The Netherlands.  As a result of this transaction, Equitable was
merged into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc., a Delaware corporation.

FAIR VALUES
Estimated fair values of publicly traded fixed maturities for 1999 are as
reported by an independent pricing service.

STATUTORY
Net loss for Golden American as determined in accordance with statutory
accounting practices was $75,508,000 and $32,198,000 for the nine months
ended September 30, 1999 and 1998, respectively.  Total statutory capital
and surplus was $285,674,000 at September 30, 1999 and $183,045,000 at
December 31, 1998.

RECLASSIFICATIONS
Certain amounts in the September 30, 1998 and December 31, 1998 financial
statements have been reclassified to conform to the September 30, 1999
financial statement presentation.

2.  COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the Statement of Financial
Accounting Standard ("SFAS") No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this
statement had no impact on the Companies' net income or stockholder's
equity.  SFAS No. 130 requires unrealized gains or losses on the

                                          70
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

2.  COMPREHENSIVE INCOME (continued)

Companies' available for sale securities (net of adjustments for value of
purchased insurance in force ("VPIF"), deferred policy acquisition costs
("DPAC"), and deferred income taxes) to be included in other
comprehensive income.

During the third quarter and first nine months of 1999, other
comprehensive income (loss) for the Companies amounted to $2,059,000 and
$(18,000), respectively ($2,426,000 and $5,478,000, respectively, for the
same periods of 1998).  Included in these amounts are other comprehensive
income (loss) for First Golden of $(14,000) and $(258,000) for the third
quarter and first nine months of 1999, respectively ($601,000 and
$1,174,000, respectively, for the same periods of 1998).  Other
comprehensive income (loss) excludes net investment gains (losses)
included in net income which merely represent transfers from unrealized
to realized gains and losses.  These amounts totaled $(460,000) and
$(2,512,000) during the third quarter and first nine months of 1999,
respectively ($263,000 and $388,000, respectively, for the same periods
of 1998).  Such amounts, which have been measured through the date of
sale, are net of income taxes and adjustments for VPIF and DPAC totaling
$(38,000) and $297,000 for the third quarter and first nine months of
1999, respectively ($40,000 and $48,000, respectively, for the same
periods of 1998).

3.  INVESTMENTS

INVESTMENT VALUATION ANALYSIS:  The Companies analyze the investment
portfolio at least quarterly in order to determine if the carrying value
of any investment has been impaired.  The carrying value of debt and
equity securities is written down to fair value by a charge to realized
losses when an impairment in value appears to be other than temporary.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value.  As a result, at December 31, 1998, Golden American recognized a
total pre-tax loss of $973,000 to reduce the carrying value of the bonds
to their combined net realizable value of $2,919,000. During the second
quarter of 1999, further information was received regarding these bonds
and Golden American determined that the carrying value of the two bonds
exceeded their estimated net realizable value. As a result, at June 30,
1999, Golden American recognized a total pre-tax loss of $1,639,000 to
further reduce the carrying value of the bonds to their combined net
realizable value of $1,137,000.

4.  RELATED PARTY TRANSACTIONS

OPERATING AGREEMENTS:  Directed Services, Inc. ("DSI"), an affiliate,
acts as the principal underwriter (as defined in the Securities Act of
1933 and the Investment Company Act of 1940, as amended) and distributor
of the variable insurance products issued by the Companies.  DSI is
authorized to enter into agreements with broker/dealers to distribute the
Companies' variable insurance products and appoint representatives of the
broker/dealers as agents. The Companies paid commissions and expenses to
DSI totaling $50,131,000 in the third quarter and $130,419,000 for the
first nine months of 1999 ($32,104,000 and $82,548,000, respectively, for
the same periods of 1998).

Golden American provides certain managerial and supervisory services to
DSI.  The fee paid by DSI for these services is calculated as a
percentage of average assets in the variable separate accounts.  For the
third quarter and first nine months of 1999, the fee was $2,659,000 and
$6,755,000, respectively ($1,234,000 and $3,257,000, respectively, for
the same periods of 1998).

The Companies have an asset management agreement with ING Investment
Management LLC ("ING IM"), an affiliate, in which ING IM provides asset
management and accounting services.  Under the agreement, the Companies
record a fee based on the value of the assets under management.  The fee
is payable quarterly.  For the third quarter and first nine months of
1999, the Companies incurred fees of $523,000 and

                                          71
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$1,637,000, respectively, under this agreement ($341,000 and $1,013,000,
respectively, for the same periods of 1998).

Golden American has a guaranty agreement with Equitable Life Insurance
Company of Iowa ("Equitable Life"), an affiliate. In consideration of an
annual fee, payable June 30, Equitable Life guarantees to Golden American
that it will make funds available, if needed, to Golden American to pay
the contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and nothing
contained therein or done pursuant thereto by Equitable Life shall be
deemed to constitute, a direct or indirect guaranty by Equitable Life of
the payment of any debt or other obligation, indebtedness or liability,
of any kind or character whatsoever, of Golden American.  The agreement
does not guarantee the value of the underlying assets held in separate
accounts in which funds of variable life insurance and variable annuity
policies have been invested.  The calculation of the annual fee is based
on risk based capital.  As Golden American's risk based capital level was
above required amounts, no annual fee was payable at June 30, 1999 or
1998.

Golden American provides certain advisory, computer and other resources
and services to Equitable Life.  Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $237,000 in
the third quarter of 1999 and $898,000 for the first nine months of 1999
($1,524,000 and $5,091,000, respectively, for the same periods of 1998).

The Companies have a service agreement with Equitable Life in which
Equitable Life provides administrative and financial related services.
Under this agreement, the Companies incurred expenses of $50,000 in the
third quarter of 1999 and $855,000 for the first nine months of 1999
($261,000 and $575,000, respectively, for the same periods of 1998).

The Companies provide resources and services to DSI.  Revenues for these
services, which reduce general expenses incurred by the Companies,
totaled $276,000 in the third quarter of 1999 and $759,000 for the first
nine months of 1999 ($19,000 and $57,000, respectively, for the same
periods of 1998).

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate. Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $159,000 in
the  third quarter of 1999 and $376,000 for the first  nine months of
1999.

For the third quarter of 1999, the Companies received 7.8% of total
premiums (9.7% in the same period of 1998), net of reinsurance, for
variable products sold through four affiliates, Locust Street Securities,
Inc. ("LSSI"), Vestax Securities Corporation ("Vestax"), DSI, and Multi-
Financial Securities Corporation ("Multi-Financial") of $46,600,000,
$12,900,000, $0, and $11,000,000, respectively ($34,600,000, $14,200,000,
$1,800,000, and $4,100,000, respectively, for the same period of 1998).
For the first nine months of 1999, the Companies received 9.5% of total
premiums (10.0% in the same period of 1998), net of reinsurance, from
LSSI, Vestax, DSI, and Multi-Financial of $121,900,000, $72,000,000,
$2,300,000, and $24,400,000, respectively ($92,700,000, $30,000,000,
$10,700,000, and $10,000,000, respectively, for the same period of 1998).

RECIPROCAL LOAN AGREEMENT:  Golden American maintains a reciprocal loan
agreement with ING America Insurance Holdings, Inc. ("ING AIH"), a
Delaware corporation and affiliate, to facilitate the handling of unusual
and/or unanticipated short-term cash requirements.  Under this agreement,
which became effective January 1, 1998 and expires December 31, 2007,
Golden American and ING AIH can borrow up to $65,000,000 from one
another. Prior to lending funds to ING AIH, Golden American must obtain
approval from the Department of Insurance of the State of Delaware.
Interest on any Golden American borrowings is charged at the rate of ING
AIH's cost of funds for the interest period plus 0.15%. Interest on any
ING AIH borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a similar
duration.  Under this agreement, Golden American incurred interest
expense of

                                          72
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

4.  RELATED PARTY TRANSACTIONS (continued)

$397,000 in the third quarter of 1999 and $633,000 for the
first nine months of 1999 ($505,000 and $1,269,000, respectively, for the
same periods of 1998).  At September 30, 1999, Golden American did not
have any borrowings or receivables from ING AIH under this agreement.

LINE OF CREDIT:  Golden American maintained a line of credit agreement
with Equitable to facilitate the handling of unusual and/or unanticipated
short-term cash requirements.  Under this agreement, which became
effective December 1, 1996 and expired December 31, 1997, Golden American
could borrow up to $25,000,000.  Interest on any borrowings was charged
at the rate of Equitable's monthly average aggregate cost of short-term
funds plus 1.00%.  Under this agreement, Golden American incurred
interest expense of $211,000 for the first quarter of 1998.  The
outstanding balance was paid by a capital contribution from the Parent
and with funds borrowed from ING AIH.

SURPLUS NOTES:  On September 30, 1999, Golden American issued a 7.75%
surplus note in the amount of $75,000,000 to ING AIH. The note matures on
September 29, 2029. Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American. Any payment of principal and/or
interest made is subject to the prior approval of the Delaware Insurance
Commissioner. Under this agreement, Golden American incurred no interest
expense in the third quarter of 1999.

On December 30, 1998, Golden American issued a 7.25% surplus note in the
amount of $60,000,000 to Equitable Life.  The note matures on December
29, 2028.  Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American.  Any payment of principal
and/or interest made is subject to the prior approval of the Delaware
Insurance Commissioner.  Under this agreement, Golden American incurred
interest expense of $1,088,000 in the third quarter of 1999 and
$3,263,000 for the first nine months of 1999.

On December 17, 1996, Golden American issued an 8.25% surplus note in the
amount of $25,000,000 to Equitable. The note matures on December 17,
2026.  Payment of the note and related accrued interest is subordinate to
payments due to policyholders, claimant and beneficiary claims, as well
as debts owed to all other classes of debtors of Golden American.  Any
payment of principal made is subject to the prior approval of the
Delaware Insurance Commissioner.  Golden American incurred interest
totaling $516,000 in the third quarter of 1999 and $1,547,000 for the
first nine months of 1999, unchanged from the same periods of 1998.  As a
result of the merger, the surplus note is now payable to EIC.

STOCKHOLDER'S EQUITY:  During the third quarter of 1999 and the first
nine months of 1999, Golden American received capital contributions from
its Parent of $20,000,000 and $100,000,000, respectively ($0 and
$72,500,000, respectively, for the same periods of 1998).

5.  COMMITMENTS AND CONTINGENCIES

REINSURANCE:  At September 30, 1999, Golden American had reinsurance
treaties with four unaffiliated reinsurers and one affiliated reinsurer
covering a significant portion of the mortality risks under its variable
contracts. Golden American remains liable to the extent its reinsurers do
not meet their obligations under the reinsurance agreements. At September
30, 1999 and 1998, the Companies had a net receivable of $14,041,000 and
$6,539,000, respectively, for reserve credits, reinsurance claims, or
other receivables from these reinsurers comprised of $2,268,000 and
$257,000, respectively, for claims recoverable from reinsurers, $918,000
and $451,000, respectively, for a payable for reinsurance premiums and
$12,691,000 and $6,733,000, respectively, for a receivable from an
unaffiliated reinsurer.  Included in the accompanying financial
statements are net considerations to reinsurers of $2,638,000 in the
third quarter of 1999 and $6,656,000 for the first nine months of 1999
compared to $1,293,000 and $3,259,000, respectively, for the same periods
in 1998.  Also included in the accompanying financial statements are net
policy benefits of

                                          73
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1999

5.  COMMITMENTS AND CONTINGENCIES (continued)

$2,569,000 in the third quarter of 1999 and $4,008,000 for the first
nine months of 1999 compared to $1,272,000 and $2,096,000, respectively,
for the same periods in 1998.

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The accompanying
financial statements are presented net of the effects of the treaty.

GUARANTY FUND ASSESSMENTS: Assessments are levied on the Companies by
life and health guaranty associations in most states in which the
Companies are licensed to cover losses of policyholders of insolvent or
rehabilitated insurers. In some states, these assessments can be
partially recovered through a reduction in future premium taxes. The
Companies cannot predict whether and to what extent legislative
initiatives may affect the right to offset.  The associated cost for a
particular insurance company can vary significantly based upon its fixed
account premium volume by line of business and state premiums as well as
its potential for premium tax offset.  The Companies have established an
undiscounted reserve to cover such assessments, review information
regarding known failures, and revise estimates of future guaranty fund
assessments.  Accordingly, the Companies accrued and charged to expense
an additional $208,000 and $598,000 in the third quarter and first nine
months of 1998, respectively.  At September 30, 1999, the Companies have
an undiscounted reserve of $2,444,000 to cover estimated future
assessments (net of related anticipated premium tax credits) and have
established an asset totaling $586,000 for assessments paid which may be
recoverable through future premium tax offsets. The Companies believe
this reserve is sufficient to cover expected future guaranty fund
assessments based upon previous premiums and known insolvencies at this
time.

LITIGATION:  The Companies, like other insurance companies, may be named
or otherwise involved in lawsuits, including class action lawsuits and
arbitrations.  In some class action and other actions involving insurers,
substantial damages have been sought and/or material settlement or award
payments have been made.  The Companies currently believe no pending or
threatened lawsuits or actions exist that are reasonably likely to have a
material adverse impact on the Companies.

VULNERABILITY FROM CONCENTRATIONS: The Companies have various
concentrations in the investment portfolio.  The Companies' asset growth,
net investment income, and cash flow are primarily generated from the
sale of variable products and associated future policy benefits and
separate account liabilities.  Substantial changes in tax laws that would
make these products less attractive to consumers and extreme fluctuations
in interest rates or stock market returns, which may result in higher
lapse experience than assumed, could cause a severe impact on the
Companies' financial condition.  Two broker/dealers, each having at least
ten percent of total sales, generated 29% of the Companies' sales during
the first nine months of 1999 (10% by one broker/dealer in the same
period of 1998).  The Premium Plus variable annuity product generated 78%
of the Companies' sales during the first nine months of 1999 (59% in the
same period of 1998).

REVOLVING NOTE PAYABLE:  To enhance short-term liquidity, the Companies
established a revolving note payable effective July 27, 1998 and expiring
July 31, 1999 with SunTrust Bank, Atlanta (the "Bank").  The note was
approved by the Boards of Directors of Golden American and First Golden
on August 5, 1998 and September 29, 1998, respectively.  As of July 31,
1999, the SunTrust Bank, Atlanta revolving note facility was extended to
July 31, 2000.  The total amount the Companies may have outstanding is
$85,000,000, of which Golden American and First Golden have individual
credit sublimits of $75,000,000 and $10,000,000, respectively.  The note
accrues interest at an annual rate equal to: (1)  the cost of funds for
the Bank for the period applicable for the advance plus 0.25% or (2) a
rate quoted by the Bank to the Companies for the advance. The terms of
the agreement require the Companies to maintain the minimum level of
Company Action Level Risk Based Capital as established by applicable
state law or regulation.  During the quarter and nine months ended
September 30, 1999, the Companies paid interest expense of $55,000 and
$109,000, respectively ($6,000 for the same periods of 1998).  At
September 30, 1999, the Companies did not have any borrowings under this
agreement.

                                          74
[Shaded Section Header]
--------------------------------------------------------------------------
      FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying consolidated balance sheets of
Golden American Life Insurance Company as of December 31, 1998 and
1997, and the related consolidated statements of operations,
changes in stockholder's equity, and cash flows for the year ended
December 31, 1998 and for the periods from October 25, 1997
through December 31, 1997, January 1, 1997 through October 24,
1997, August 14, 1996 through December 31, 1996 and January 1,
1996 through August 13, 1996.  These financials are the
responsibility of the Companies' management.  Our responsibility
is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Golden American Life Insurance Company at December 31,
1998 and 1997, and the consolidated results of its operations and
its cash flows for the year ended December 31, 1998 and for the
periods from October 25, 1997 through December 31, 1997, January
1, 1997 through October 24, 1997, August 14, 1996 through December
31, 1996 and January 1, 1996 through August 13, 1996 in conformity
with generally accepted accounting principles.

                                             /s/Ernst & Young LLP

Des Moines, Iowa
February 12, 1999

                                    75
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEETS
                    (Dollars in thousands, except per share data)

                                                  POST-MERGER
                                     ------------------------------------
                                     December 31, 1998  December 31, 1997
                                     -----------------  -----------------
ASSETS
Investments:
  Fixed maturities, available for
    sale, at fair value (cost:
    1998 - $739,772; 1997 -
    $413,288)......................     $  741,985        $  414,401
  Equity securities, at fair value
    (cost: 1998 - $14,437; 1997 -
    $4,437)........................         11,514             3,904
  Mortgage loans on real estate....         97,322            85,093
  Policy loans.....................         11,772             8,832
  Short-term investments...........         41,152            14,460
                                        ----------        ----------
Total investments..................        903,745           526,690
Cash and cash equivalents..........          6,679            21,039
Due from affiliates................          2,983               827
Accrued investment income..........          9,645             6,423
Deferred policy acquisition costs..        204,979            12,752
Value of purchased insurance in
  force............................         35,977            43,174
Current income taxes recoverable...            628               272
Deferred income tax asset..........         31,477            36,230
Property and equipment, less
  allowances for depreciation
  of $801 in 1998 and $97 in 1997..          7,348             1,567
Goodwill, less accumulated
  amortization of $4,408 in 1998
  and $630 in 1997.................        146,719           150,497
Other assets.......................          6,239               755
Separate account assets............      3,396,114         1,646,169
                                        ----------        ----------
Total assets.......................     $4,752,533        $2,446,395
                                        ==========        ==========
See accompanying notes.

                                    76
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                (Dollars in thousands, except per share data)

                                                  POST-MERGER
                                     ------------------------------------
                                     December 31, 1998  December 31, 1997
                                     -----------------  -----------------
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
 Future policy benefits:
 Annuity and interest sensitive life
   products.........................     $  881,112        $  505,304
 Unearned revenue reserve...........          3,840             1,189
 Other policy claims and benefits...             --                10
                                         ----------        ----------
                                            884,952           506,503

Line of credit with affiliate.......             --            24,059
Surplus notes.......................         85,000            25,000
Due to affiliates...................             --                80
Other liabilities...................         32,573            17,271
Separate account liabilities........      3,396,114         1,646,169
                                         ----------        ----------
                                          4,398,639         2,219,082

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
   authorized,issued and outstanding
   250,000 shares...................          2,500            2,500
 Additional paid-in capital.........        347,640          224,997
 Accumulated other comprehensive
   income (loss)....................           (895)             241
 Retained earnings (deficit)........          4,649             (425)
                                         ----------       ----------
Total stockholder's equity..........        353,894          227,313
                                         ----------       ----------
Total liabilities and stockholder's
  equity............................     $4,752,533       $2,446,395
                                         ==========       ==========
See accompanying notes.

                                    77
GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF OPERATIONS
                      (Dollars in thousands)

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
|
|
REVENUES:                                                          |                                     |
 Annuity and interest sensitive                                    |                                     |
  life product charges........    $  39,119           $  3,834     |     $ 18,288           $ 8,768      |     $12,259
 Management fee revenue.......        4,771                508     |        2,262               877      |       1,390
 Net investment income........       42,485              5,127     |       21,656             5,795      |       4,990
 Realized gains (losses) on                                        |                                     |
  investments.................       (1,491)                15     |          151                42      |        (420)
 Other income.................        5,569                236     |          426               486      |          70
                                  ---------           --------     |     --------           -------      |     -------
                                     90,453              9,720     |       42,783            15,968      |      18,289
                                                                   |                                     |
                                                                   |                                     |
INSURANCE BENEFITS AND EXPENSES:                                   |                                     |
 Annuity and interest sensitive                                     |                                     |
 life benefits:                                                    |                                     |
 Interest credited to account                                      |                                     |
  balances.....................      94,845              7,413     |       19,276             5,741      |       4,355
 Benefit claims incurred in                                        |                                     |
  excess of account balances...       2,123                 --     |          125             1,262      |         915
 Underwriting, acquisition                                         |                                     |
  and insurance expenses:                                          |                                     |
  Commissions..................     121,171              9,437     |       26,818             9,866      |      16,549
  General expenses.............      37,577              3,350     |       13,907             5,906      |       9,422
  Insurance taxes..............       4,140                450     |        1,889               672      |       1,225
  Policy acquisition costs                                         |                                     |
    deferred...................    (197,796)           (13,678)    |      (29,003)          (11,712)     |     (19,300)
  Amortization:                                                    |                                     |
   Deferred policy acquisition                                     |                                     |
     costs.....................       5,148                892     |        1,674               244      |       2,436
   Value of purchased insurance                                    |                                     |
     in force..................       4,724                948     |        5,225             2,745      |         951
   Goodwill....................       3,778                630     |        1,398               589      |          --
                                  ---------          ---------     |     --------            ------      |     -------
                                     75,710              9,442     |       41,309            15,313      |      16,553
                                                                   |                                     |
Interest expense...............       4,390                557     |        2,082                85      |          --
                                  ---------          ---------     |     --------            ------      |     -------
                                     80,100              9,999     |       43,391            15,398      |      16,553
                                  ---------          ---------     |     --------            ------      |     -------
Income (loss) before income                                        |                                     |
  taxes........................      10,353               (279)    |         (608)              570      |       1,736
                                                                   |                                     |
Income taxes...................       5,279                146     |       (1,337)              220      |      (1,463)
                                  ---------          ---------     |     --------            ------      |     -------
Net income (loss)..............   $   5,074          $    (425)    |     $    729           $   350      |    $  3,199
                                  =========          =========     |     ========           =======      |    ========
See accompanying notes.

                                    78
GOLDEN AMERICAN LIFE INSURANCE COMPANY
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                      (Dollars in thousands)

                                                                       Accumulated
                                             Redeemable   Additional      Other       Retained          Total
                                   Common    Preferred      Paid-in   Comprehensive   Earnings      Stockholder's
                                   Stock       Stock        Capital   Income (Loss)   (Deficit)        Equity
                                   ------------------------------------------------------------------------------
                                                                   PRE-ACQUISITION
                                   ------------------------------------------------------------------------------
Balance at January 1, 1996........ $2,500     $50,000     $  45,030     $   658         $  (63)      $  98,125
 Comprehensive income:
  Net income......................     --          --            --          --          3,199           3,199
  Change in net unrealized
   investment gains  (losses).....     --          --            --      (1,175)            --          (1,175)
                                                                                                     ---------
 Comprehensive income.............                                                                       2,024
 Preferred stock dividends........     --          --            --          --           (719)           (719)
                                    ------    -------      --------     -------         ------       ---------
Balance at August 13, 1996........ $2,500     $50,000     $  45,030    $   (517)        $2,417       $  99,430
                                   ======     =======      ========    ========         ======       =========
------------------------------------------------------------------------------
                                                                  POST-ACQUISITION
                                   ------------------------------------------------------------------------------
Balance at August 14, 1996........ $2,500     $50,000     $  87,372          --             --        $139,872
 Comprehensive income:
  Net income......................     --          --            --          --         $  350             350
  Change in net unrealized
   investment gains (losses)......     --          --            --     $   262             --             262
                                                                                                      --------
 Comprehensive income.............                                          612
 Contribution of preferred stock
  to additional paid-in capital...     --     (50,000)       50,000          --             --              --
                                    ------    -------      --------     -------         ------        --------
Balance at December 31, 1996......   2,500         --       137,372         262            350         140,484
 Comprehensive income:
  Net income......................      --         --            --          --            729             729
  Change in net unrealized
   investment gains (losses)......      --         --            --       1,543             --           1,543
                                                                                                      --------
 Comprehensive income.............                                        2,272
 Contribution of capital..........      --         --         1,121          --             --           1,121
                                    ------    -------      --------     -------         ------        --------
Balance at October 24, 1997         $2,500         --      $138,493      $1,805         $1,079        $143,877
                                    ======    =======      ========      ======         ======        ========
------------------------------------------------------------------------------
                                                                     POST-MERGER
                                   ------------------------------------------------------------------------------
Balance at October 25, 1997.......  $2,500         --      $224,997          --             --      $227,497
 Comprehensive loss:
   Net loss.......................      --         --            --          --         $ (425)         (425)
  Change in net unrealized
   investment gains (losses)......      --         --            --     $   241             --           241
                                                                                                    --------
 Comprehensive loss...............                                                                      (184)
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1997......   2,500         --       224,997         241           (425)      227,313
 Comprehensive income:
  Net income......................      --         --            --          --          5,074         5,074
  Change in net unrealized
   investment gains (losses)......      --         --            --      (1,136)            --        (1,136)
                                                                                                    --------
 Comprehensive income.............                                                                     3,938
 Contribution of capital..........      --         --       122,500          --             --       122,500
 Other............................      --         --           143          --             --           143
                                    ------    -------      --------     -------         ------      --------
Balance at December 31, 1998......  $2,500         --      $347,640     $  (895)        $4,649      $353,894
                                    ======    =======      ========     =======         ======      ========
See accompanying notes.

                                    79
GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Dollars in thousands)

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
|
|
OPERATING ACTIVITIES                                               |                                     |
Net income (loss)............     $   5,074           $   (425)    |     $    729           $    350     |     $   3,199
Adjustments to reconcile net                                       |                                     |
 income (loss) to net cash                                         |                                     |
 provided by (used in)                                             |                                     |
 operations:                                                       |                                     |
 Adjustments related to annuity                                    |                                     |
  and interest sensitive life                                      |                                     |
  products:                                                        |                                     |
  Interest credited and other                                      |                                     |
   charges on interest                                             |                                     |
   sensitive products........         94,690             7,361     |       19,177              5,106     |         4,472
  Change in unearned                                               |                                     |
   revenues..................          2,651             1,189     |        3,292              2,063     |         2,084
 Decrease (increase) in                                            |                                     |
  accrued investment income..         (3,222)            1,205     |       (3,489)              (877)    |        (2,494)
 Policy acquisition costs                                          |                                     |
  deferred...................       (197,796)          (13,678)    |      (29,003)           (11,712)    |       (19,300)
 Amortization of deferred                                          |                                     |
  policy acquisition costs...          5,148               892     |        1,674                244     |         2,436
 Amortization of value of                                          |                                     |
  purchased insurance in                                           |                                     |
  force......................          4,724               948     |        5,225              2,745     |           951
 Change in other assets,                                           |                                     |
  other liabilities and                                            |                                     |
  accrued income taxes.......          9,891             4,205     |       (8,944)               (96)    |         4,672
 Provision for depreciation                                        |                                     |
  and amortization...........          8,147             1,299     |        3,203              1,242     |           703
 Provision for deferred                                            |                                     |
  income taxes...............          5,279               146     |          316                220     |        (1,463)
 Realized (gains) losses on                                        |                                     |
  investments................          1,491               (15)    |         (151)               (42)    |           420
                                   ---------          --------     |      --------           --------    |     ---------
Net cash provided by (used                                         |                                     |
 in)operating activities.....        (63,923)            3,127     |       (7,971)              (757)    |        (4,320)
                                                                   |                                     |
INVESTING ACTIVITIES                                               |                                     |
Sale, maturity or repayment                                        |                                     |
 of investments:                                                    |                                     |
 Fixed maturities - available                                      |                                     |
  for sale                           145,253             9,871     |       39,622             47,453     |        55,091
 Mortgage loans on real                                            |                                     |
  estate.....................          3,791             1,644     |        5,828                 40     |            --
 Short-term investments-net..             --                --     |       11,415              2,629     |           354
                                   ---------          --------     |     --------           --------     |     ---------
                                     149,044            11,515     |       56,865             50,122     |        55,445
Acquisition of investments:                                        |                                     |
 Fixed maturities - available                                      |                                     |
  for sale...................       (476,523)          (29,596)    |     (155,173)          (147,170)    |      (184,589)
 Equity securities...........        (10,000)               (1)    |       (4,865)                (5)    |            --
 Mortgage loans on real                                            |                                     |
  estate.....................        (16,390)          (14,209)    |      (44,481)           (31,499)    |            --
 Policy loans - net..........         (2,940)             (328)    |       (3,870)              (637)    |        (1,977)
 Short-term investments-net..        (26,692)          (13,244)    |           --                 --     |            --
                                   ---------          --------     |     --------           --------     |     ---------
                                    (532,545)          (57,378)    |     (208,389)          (179,311)    |      (186,566)
Purchase of property and                                           |                                     |
 equipment...................         (6,485)             (252)    |         (875)              (137)    |            --
                                   ---------          --------     |     --------           --------     |     ---------
Net cash used in investing                                         |                                     |
 activities..................       (389,986)          (46,115)    |     (152,399)          (129,326)    |      (131,121)
See accompanying notes.

                                    80
GOLDEN AMERICAN LIFE INSURANCE COMPANY
         CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                      (Dollars in thousands)

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
|
|
FINANCING ACTIVITIES                                               |                                     |
Proceeds from issuance of                                          |                                     |
 surplus note................     $  60,000                --      |           --           $ 25,000     |            --
Proceeds from reciprocal loan                                      |                                     |
 agreement borrowings........       500,722                --      |           --                 --     |            --
Repayment of reciprocal loan                                       |                                     |
 agreement borrowings........      (500,722)               --      |           --                 --     |            --
Proceeds from revolving                                            |                                     |
 note payable................       108,495                --      |           --                 --     |            --
Repayment of revolving note                                        |                                     |
 payable.....................      (108,495)               --      |           --                 --     |            --
Proceeds from line of credit                                       |                                     |
 borrowings..................            --           $10,119      |    $  97,124                 --     |            --
Repayment of line of credit                                        |                                     |
borrowings...................            --            (2,207)     |      (80,977)                --     |            --
Receipts from annuity and                                          |                                     |
 interest sensitive life                                           |                                     |
 policies credited to                                              |                                     |
 account balances............       593,428            62,306      |      261,549            116,819     |      $149,750
Return of account balances                                         |                                     |
 on annuity and interest                                           |                                     |
 sensitive life policies.....       (72,649)           (6,350)     |      (13,931)            (3,315)    |        (2,695)
Net reallocations to Separate                                      |                                     |
 Accounts                          (239,671)          (17,017)     |      (93,069)           (10,237)    |        (8,286)
Contributions of capital by                                        |                                     |
 parent......................        98,441                --      |        1,011                 --     |            --
Dividends paid on preferred                                        |                                     |
 stock.......................            --                --      |           --                 --     |          (719)
Net cash provided by                                               |                                     |
 financing activities........       439,549            46,851      |      171,707            128,267     |       138,050
                                                                   |                                     |
Increase (decrease) in cash                                        |                                     |
 and cash equivalents........       (14,360)            3,863      |       11,337             (1,816)    |         2,609
Cash and cash equivalents at                                       |                                     |
 beginning of period.........        21,039            17,176      |        5,839              7,655     |         5,046
Cash and cash equivalents at                                       |                                     |
 end of period...............     $   6,679           $21,039      |    $  17,176           $  5,839     |      $  7,655
                                                                   |                                     |
SUPPLEMENTAL DISCLOSURE                                            |                                     |
  OF CASH FLOW INFORMATION                                         |                                     |
Cash paid during the period                                        |                                     |
 for:                                                              |                                     |
 Interest....................     $   4,305           $   295      |    $   1,912                 --     |            --
 Income taxes................            99                --      |          283                 --     |            --
Non-cash financing activities:                                     |                                     |
 Non-cash adjustment to                                            |                                     |
  additional paid-in capital                                       |                                     |
  for adjusted merger costs..           143                --      |           --                 --     |            --
Contribution of property and                                       |                                     |
  equipment from EIC Variable,                                     |                                     |
  Inc. net of $353 of                                              |                                     |
  accumulated depreciation...            --                --      |          110                 --     |            --
Contribution of capital from                                       |                                     |
  parent to repay line of                                          |                                     |
  credit borrowings..........        24,059                --      |           --                 --     |            --
See accompanying notes.

                                    81
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The consolidated financial statements include Golden American Life
Insurance Company ("Golden American") and its wholly owned
subsidiary, First Golden American Life Insurance Company of New
York ("First Golden," and with Golden American, collectively, the
"Companies"). All significant intercompany accounts and
transactions have been eliminated.

ORGANIZATION

Golden American, a wholly owned subsidiary of Equitable of Iowa
Companies, Inc., offers variable insurance products and is
licensed as a life insurance company in the District of Columbia
and all states except New York. On January 2, 1997 and December
23, 1997, First Golden became licensed to sell insurance products
in New York and Delaware, respectively. The Companies' products
are marketed by broker/dealers, financial institutions and
insurance agents. The Companies' primary customers are consumers
and corporations.

On October 24, 1997, PFHI Holding, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of
Equitable of Iowa Companies ("Equitable") according to the terms
of an Agreement and Plan of Merger ("Merger Agreement") dated July
7, 1997 among Equitable, PFHI and ING Groep N.V. ("ING"). PFHI is
a wholly owned subsidiary of ING, a global financial services
holding company based in The Netherlands. As a result of this
transaction, Equitable was merged into PFHI, which was
simultaneously renamed Equitable of Iowa Companies, Inc. ("EIC" or
the "Parent"), a Delaware corporation. See Note 6 for additional
information regarding the merger.

On August 13, 1996, Equitable acquired all of the outstanding
capital stock of BT Variable, Inc. (subsequently known as EIC
Variable, Inc.) and its wholly owned subsidiaries, Golden American
and Directed Services, Inc. ("DSI") from Whitewood Properties
Corporation ("Whitewood"). See Note 7 for additional information
regarding the acquisition.

For financial statement purposes, the ING merger was accounted for
as a purchase effective October 25, 1997 and the change in control
of Golden American through the acquisition of BT Variable, Inc.
was accounted for as a purchase effective August 14, 1996. The
merger and acquisition resulted in new bases of accounting
reflecting estimated fair values of assets and liabilities at
their respective dates. As a result, the Companies' financial
statements for the periods after October 24, 1997 are presented on
the Post-Merger new basis of accounting, for the period August 14,
1996 through October 24, 1997 are presented on the Post-
Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented on the Pre-Acquisition basis of accounting.

INVESTMENTS

Fixed Maturities: The Companies account for their investments
under the Statement of Financial Accounting Standards ("SFAS") No.
115, "Accounting for Certain Investments in Debt and Equity
Securities," which requires fixed maturities to be designated as
either "available for sale," "held for investment" or "trading."
Sales of fixed maturities designated as "available for sale" are
not restricted by SFAS No. 115. Available for sale securities are
reported at fair value and unrealized gains and losses on these
securities are included directly in stockholder's equity, after
adjustment for related changes in value

                                    82
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

of purchased insurance in force ("VPIF"), deferred policy acquisition
costs ("DPAC") and deferred income taxes. At December 31, 1998 and 1997,
all of the Companies' fixed maturities are designated as available
for sale, although the Companies are not precluded from designating
fixed maturities as held for investment or trading at some future date.

Securities determined to have a decline in value that is other
than temporary are written down to estimated fair value, which
becomes the new cost basis by a charge to realized losses in the
Companies' Statements of Operations. Premiums and discounts are
amortized/accrued utilizing a method which results in a constant
yield over the securities' expected lives. Amortization/accrual of
premiums and discounts on mortgage and other asset-backed
securities incorporates a prepayment assumption to estimate the
securities' expected lives.

Equity Securities: Equity securities are reported at estimated
fair value if readily marketable. The change in unrealized
appreciation and depreciation of marketable equity securities (net
of related deferred income taxes, if any) is included directly in
stockholder's equity. Equity securities determined to have a
decline in value that is other than temporary are written down to
estimated fair value, which then becomes the new cost basis by a
charge to realized losses in the Companies' Statements of
Operations.

Mortgage Loans: Mortgage loans on real estate are reported at cost
adjusted for amortization of premiums and accrual of discounts. If
the value of any mortgage loan is determined to be impaired (i.e.,
when it is probable the Companies will be unable to collect all
amounts due according to the contractual terms of the loan
agreement), the carrying value of the mortgage loan is reduced to
the present value of expected future cash flows from the loan
discounted at the loan's effective interest rate, or to the loan's
observable market price, or the fair value of the underlying
collateral. The carrying value of impaired loans is reduced by the
establishment of a valuation allowance which is adjusted at each
reporting date for significant changes in the calculated value of
the loan. Changes in this valuation allowance are charged or
credited to income.

Other Investments: Policy loans are reported at unpaid principal.
Short-term investments are reported at cost, adjusted for
amortization of premiums and accrual of discounts.

Realized Gains and Losses:  Realized gains and losses are
determined on the basis of specific identification and average
cost methods for manager initiated and issuer initiated disposals,
respectively.

Fair Values:  Estimated fair values, as reported herein, of
conventional mortgage-backed securities not actively traded in a
liquid market and publicly traded fixed maturities are estimated
using a third party pricing system. This pricing system uses a
matrix calculation assuming a spread over U.S. Treasury bonds
based upon the expected average lives of the securities. Fair
values of private placement bonds are estimated using a matrix
that assumes a spread (based on interest rates and a risk
assessment of the bonds) over U.S. Treasury bonds. Estimated fair
values of equity securities which consist of the Companies'
investment in its registered separate accounts are based upon the
quoted fair value of the securities comprising the individual
portfolios underlying the separate accounts.

                                    83
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

CASH AND CASH EQUIVALENTS

For purposes of the accompanying Statements of Cash Flows, the
Companies consider all demand deposits and interest-bearing
accounts not related to the investment function to be cash
equivalents. All interest-bearing accounts classified as cash
equivalents have original maturities of three months or less.

DEFERRED POLICY ACQUISITION COSTS

Certain costs of acquiring new insurance business, principally
first year commissions and interest bonuses, extra credit bonuses
and other expenses related to the production of new business, have
been deferred. Acquisition costs for variable annuity and variable
life products are being amortized generally in proportion to the
present value (using the assumed crediting rate) of expected
future gross profits. This amortization is adjusted
retrospectively when the Companies revise their estimate of
current or future gross profits to be realized from a group of
products. DPAC is adjusted to reflect the pro forma impact of
unrealized gains and losses on fixed maturities the Companies have
designated as "available for sale" under SFAS No. 115.

VALUE OF PURCHASED INSURANCE IN FORCE

As a result of the merger and the acquisition, a portion of the
purchase price related to each transaction was allocated to the
right to receive future cash flows from existing insurance
contracts. This allocated cost represents VPIF which reflects the
value of those purchased policies calculated by discounting
actuarially determined expected future cash flows at the discount
rate determined by the purchaser. Amortization of VPIF is charged
to expense in proportion to expected gross profits of the
underlying business. This amortization is adjusted retrospectively
when the Companies revise the estimate of current or future gross
profits to be realized from the insurance contracts acquired. VPIF
is adjusted to reflect the pro forma impact of unrealized gains
and losses on available for sale fixed maturities. See Notes 6 and
7 for additional information on VPIF resulting from the merger and
acquisition.

PROPERTY AND EQUIPMENT

Property and equipment primarily represent leasehold improvements,
office furniture, certain other equipment and capitalized computer
software and are not considered to be significant to the
Companies' overall operations. Property and equipment are reported
at cost less allowances for depreciation. Depreciation expense is
computed primarily on the basis of the straight-line method over
the estimated useful lives of the assets.

GOODWILL

Goodwill was established as a result of the merger and is being
amortized over 40 years on a straight-line basis. Goodwill
established as a result of the acquisition was being amortized
over 25 years on a straight-line basis. See Notes 6 and 7 for
additional information on the merger and acquisition.

FUTURE POLICY BENEFITS

Future policy benefits for divisions with fixed interest
guarantees of the variable products are established utilizing the
retrospective deposit accounting method. Policy reserves represent
the premiums received plus accumulated interest, less mortality
and administration charges. Interest credited to these policies
ranged from 3.00% to 10.00% during 1998, 3.30% to 8.25% during
1997 and 4.00% to 7.25% during 1996. The unearned revenue reserve
represents unearned distribution fees.  These distribution fees
have been deferred and are amortized over the life of the
contracts in proportion to expected gross profits.

                                    84
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEPARATE ACCOUNTS

Assets and liabilities of the separate accounts reported in the
accompanying Balance Sheets represent funds separately
administered principally for variable annuity and variable life
contracts. Contractholders, rather than the Companies, bear the
investment risk for the variable products. At the direction of the
contractholders, the separate accounts invest the premiums from
the sale of variable products in shares of specified mutual funds.
The assets and liabilities of the separate accounts are clearly
identified and segregated from other assets and liabilities of the
Companies. The portion of the separate account assets equal to the
reserves and other liabilities of variable annuity and variable
life contracts cannot be charged with liabilities arising out of
any other business the Companies may conduct.

Variable separate account assets are carried at fair value of the
underlying investments and generally represent contractholder
investment values maintained in the accounts. Variable separate
account liabilities represent account balances for the variable
annuity and variable life contracts invested in the separate
accounts; the fair value of these liabilities is equal to their
carrying amount. Net investment income and realized and unrealized
capital gains and losses related to separate account assets are
not reflected in the accompanying Statements of Operations.

Product charges recorded by the Companies from variable products
consist of charges applicable to each contract for mortality and
expense risk, cost of insurance, contract administration and
surrender charges. In addition, some variable annuity and all
variable life contracts provide for a distribution fee collected
for a limited number of years after each premium deposit. Revenue
recognition of collected distribution fees is amortized over the
life of the contract in proportion to its expected gross profits.
The balance of unrecognized revenue related to the distribution
fees is reported as an unearned revenue reserve.

DEFERRED INCOME TAXES

Deferred tax assets or liabilities are computed based on the
difference between the financial statement and income tax bases of
assets and liabilities using the enacted marginal tax rate.
Deferred tax assets or liabilities are adjusted to reflect the pro
forma impact of unrealized gains and losses on equity securities
and fixed maturities the Companies have designated as available
for sale under SFAS No. 115. Changes in deferred tax assets or
liabilities resulting from this SFAS No. 115 adjustment are
charged or credited directly to stockholder's equity. Deferred
income tax expenses or credits reflected in the Companies'
Statements of Operations are based on the changes in the deferred
tax asset or liability from period to period (excluding the SFAS
No. 115 adjustment).

DIVIDEND RESTRICTIONS
Golden American's ability to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed
an annual limit. During 1999, Golden American cannot pay dividends
to its Parent without prior approval of statutory authorities.

Under the provisions of the insurance laws of the State of New
York, First Golden cannot distribute any dividends to its
stockholder unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed at least thirty days
in advance of the proposed declaration. If the Superintendent
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution
by giving written notice to First Golden within thirty days after
the filing.
                                    85
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

SEGMENT REPORTING

As of December 31, 1998, the Companies adopted the SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 131 superseded SFAS No. 14, "Financial
Reporting for Segments of a Business Enterprise." SFAS No. 131
establishes standards for the way public business enterprises
report information about operating segments in annual financial
statements and requires enterprises to report selected information
about operating segments in interim financial reports. SFAS No.
131 also establishes standards for related disclosures about
products and services, geographic areas and major customers.

The Companies manage their business as one segment, the sale of
variable products designed to meet customer needs for tax-
advantaged methods of saving for retirement and protection from
unexpected death. Variable products are sold to consumers and
corporations throughout the United States. The adoption of SFAS
No. 131 did not affect the results of operations or financial
position of the Companies.

USE OF ESTIMATES

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions affecting the amounts reported in
the financial statements and accompanying notes. Actual results
could differ from those estimates.

Management is required to utilize historical experience and
assumptions about future events and circumstances in order to
develop estimates of material reported amounts and disclosures.
Included among the material (or potentially material) reported
amounts and disclosures that require extensive use of estimates
and assumptions are (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values
of policyholder liabilities, (2) policyholder liabilities, (3)
deferred policy acquisition costs and value of purchased insurance
in force, (4) fair values of assets and liabilities recorded as a
result of merger and acquisition transactions, (5) asset valuation
allowances, (6) guaranty fund assessment accruals, (7) deferred
tax benefits (liabilities) and (8) estimates for commitments and
contingencies including legal matters, if a liability is
anticipated and can be reasonably estimated. Estimates and
assumptions regarding all of the proceeding are inherently subject
to change and are reassessed periodically. Changes in estimates
and assumptions could materially impact the financial statements.

RECLASSIFICATIONS

Certain amounts in the financial statements for the periods ended
within the years ended December 31, 1997 and 1996 have been
reclassified to conform to the December 31, 1998 financial
statement presentation.

2.   BASIS OF FINANCIAL REPORTING

The financial statements of the Companies differ from related
statutory-basis financial statements principally as follows: (1)
acquisition costs of acquiring new business are deferred and
amortized over the life of the policies rather than charged to
operations as incurred; (2) an asset representing the present
value of future cash flows from insurance contracts acquired was
established as a result of the merger/acquisition and is amortized
and charged to expense; (3) future policy benefit reserves for
divisions with fixed interest guarantees of the variable products
are based on full account values, rather than the greater of cash
surrender value or amounts derived from discounting methodologies
utilizing statutory interest rates; (4) reserves are reported
before reduction for reserve credits related to

                                    86
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

2.   BASIS OF FINANCIAL REPORTING (continued)

reinsurance ceded and a receivable is established, net of an allowance
for uncollectible amounts, for these credits rather than presented net
of these credits; (5) fixed maturity investments are designated as
"available for sale" and valued at fair value with unrealized
appreciation/depreciation, net of adjustments to value of
purchased insurance in force, deferred policy acquisition costs
and deferred income taxes (if applicable), credited/charged
directly to stockholder's equity rather than valued at amortized
cost; (6) the carrying value of fixed maturities is reduced to
fair value by a charge to realized losses in the Statements of
Operations when declines in carrying value are judged to be other
than temporary, rather than through the establishment of a formula-
determined statutory investment reserve (carried as a liability),
changes in which are charged directly to surplus; (7) deferred
income taxes are provided for the difference between the financial
statement and income tax bases of assets and liabilities; (8) net
realized gains or losses attributed to changes in the level of
interest rates in the market are recognized when the sale is
completed rather than deferred and amortized over the remaining
life of the fixed maturity security; (9) a liability is
established for anticipated guaranty fund assessments, net of
related anticipated premium tax credits, rather than capitalized
when assessed and amortized in accordance with procedures
permitted by insurance regulatory authorities; (10) revenues for
variable products consist of policy charges applicable to each
contract for the cost of insurance, policy administration charges,
amortization of policy initiation fees and surrender charges
assessed rather than premiums received; (11) the financial
statements of Golden American's wholly owned subsidiary are
consolidated rather than recorded at the equity in net assets;
(12) surplus notes are reported as liabilities rather than as
surplus; and (13) assets and liabilities are restated to fair
values when a change in ownership occurs, with provisions for
goodwill and other intangible assets, rather than continuing to be
presented at historical cost.

The net loss for Golden American as determined in accordance with
statutory accounting practices was $68,002,000 in 1998, $428,000
in 1997 and $9,188,000 in 1996. Total statutory capital and
surplus was $183,045,000 at December 31, 1998 and $76,914,000 at
December 31, 1997.

                                    87
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS

INVESTMENT RESULTS

Major categories of net investment income are summarized below:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
|
|
Fixed maturities.............     $35,224             $4,443       |     $18,488            $5,083       |     $4,507
Equity securities............          --                  3       |          --               103       |         --
Mortgage loans on                                                  |                                     |
 real estate.................       6,616                879       |       3,070               203       |         --
Policy loans.................         619                 59       |         482                78       |         73
Short-term                                                         |                                     |
 investments.................       1,311                129       |         443               441       |        341
Other, net...................         246               (154)      |          24                 2       |         22
Funds held in                                                      |                                     |
 escrow......................          --                 --       |          --                --       |        145
                                  -------             ------       |     -------            ------       |     ------
Gross investment                                                   |                                     |
 income......................      44,016              5,359       |      22,507             5,910       |      5,088
Less investment                                                    |                                     |
 expenses....................      (1,531)              (232)      |        (851)             (115)      |        (98)
                                  -------             ------       |     -------            ------       |     ------
Net investment                                                     |                                     |
 income......................     $42,485             $5,127       |     $21,656            $5,795       |     $4,990
                                  =======             ======       |     =======            ======       |     ======
Realized gains (losses) on investments are as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
|
|
Fixed maturities:                                                  |                                     |
 available for sale..........     $(1,428)            $25          |     $151               $42          |     $(420)
Mortgage loans...............         (63)            (10)         |       --                --          |        --
                                  -------             ---          |     ----               ---          |     -----
Realized gains (losses)                                            |                                     |
 on investments..............     $(1,491)            $15          |     $151               $42          |     $(420)
                                  =======             ===          |     ====               ===          |     =====
88
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

The change in unrealized appreciation (depreciation) of securities
at fair value is as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |       (Dollars in thousands)        |
|
|
Fixed maturities:                                                  |                                     |
 Available for sale..........     $1,100              $(3,494)     |     $4,197             $2,497       |      $(3,045)
 Held for investment.........         --                   --      |         --                 --       |          (90)
Equity securities............     (2,390)                 (68)     |       (462)                (4)      |           (2)
                                  ------              -------      |     ------             ------       |      -------
Unrealized appreciation                                            |                                     |
 (depreciation) of                                                 |                                     |
 securities..................    $(1,290)             $(3,562)     |     $3,735             $2,493       |      $(3,137)
                                 =======              =======      |     ======             ======       |      =======
At December 31, 1998 and December 31, 1997, amortized cost, gross
unrealized gains and losses and estimated fair values of fixed
maturities, all of which are designated as available for sale, are
as follows:

                                                               POST-MERGER
                                       ---------------------------------------------------------
                                                         Gross            Gross        Estimated
                                       Amortized       Unrealized      Unrealized        Fair
                                          Cost           Gains            Losses         Value
                                       ---------       ----------      ----------      ---------
                                                          (Dollars in thousands)
DECEMBER 31, 1998
U.S. government and governmental
 agencies and authorities............. $ 13,568          $  182          $   (8)       $ 13,742
Foreign governments...................    2,028               8              --           2,036
Public utilities......................   67,710             546            (447)         67,809
Corporate securities..................  365,569           4,578          (2,658)        367,489
Other asset-backed securities.........   99,877             281          (1,046)         99,112
Mortgage-backed securities............  191,020           1,147            (370)        191,797
                                       --------          ------         -------        --------
Total................................. $739,772          $6,742         $(4,529)       $741,985
                                       ========          ======         =======        ========

DECEMBER 31, 1997
U.S. government and governmental
  agencies and authorities............ $  5,705          $    5         $    (1)       $  5,709
Foreign governments...................    2,062              --              (9)          2,053
Public utilities......................   26,983              55              (4)         27,034
Corporate securities..................  259,798           1,105            (242)        260,661
Other asset-backed securities.........    3,155              32              --           3,187
Mortgage-backed securities............  115,585             202             (30)        115,757
                                       --------          ------         -------        --------
Total................................. $413,288          $1,399         $  (286)       $414,401
                                       ========          ======         =======        ========
89
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

At December 31, 1998, net unrealized investment gains on fixed
maturities designated as available for sale totaled $2,213,000.
Appreciation of $1,005,000 was included in stockholder's equity at
December 31, 1998 (net of an adjustment of $203,000 to VPIF, an
adjustment of $455,000 to DPAC and deferred income taxes of
$550,000). Short-term investments with maturities of 30 days or
less have been excluded from the above schedules. Amortized cost
approximates fair value for these securities.

Amortized cost and estimated fair value of fixed maturities
designated as available for sale, by contractual maturity, at
December 31, 1998 are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right
to call or prepay obligations with or without call or prepayment
penalties.

                                                   POST-MERGER
                                           ---------------------------
                                           Amortized        Estimated
December 31, 1998                             Cost          Fair Value
----------------------------------------------------------------------
                                              (Dollars in thousands)
Due within one year......................  $ 50,208          $ 50,361
Due after one year through five years....   310,291           311,943
Due after five years through ten years...    78,264            78,541
Due after ten years......................    10,112            10,231
                                            448,875           451,076
Other asset-backed securities............    99,877            99,112
Mortgage-backed securities...............   191,020           191,797
                                           --------          --------
Total....................................  $739,772          $741,985
                                           ========          ========

An analysis of sales, maturities and principal repayments of the
Companies' fixed maturities portfolio is as follows:

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
POST-MERGER
For the year ended December 31, 1998:
Scheduled principal repayments,
 calls and tenders......................  $102,504       $ 60      $    (3)    $102,561
Sales...................................    43,204        518       (1,030)      42,692
                                          --------       ----      -------     --------
Total...................................  $145,708       $578      $(1,033)    $145,253
                                          ========       ====      =======     ========

For the period October 25, 1997 through
 December 31, 1997:
Scheduled principal repayments,
 calls and tenders.....................   $  6,708      $  2            --     $  6,710
Sales..................................      3,138        23            --        3,161
                                          --------      ----       -------     --------
Total..................................   $  9,846      $ 25            --     $  9,871
                                          ========      ====       =======     ========
90
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

                                                        Gross       Gross      Proceeds
                                          Amortized    Realized    Realized      from
                                             Cost       Gains       Losses       Sale
                                          ---------    --------    --------    --------
                                                      (Dollars in thousands)
POST- ACQUISITION
For the period January 1, 1997 through
 October 24, 1997:
Scheduled principal repayments,
 calls and tenders.....................    $25,419         --         --       $25,419
Sales..................................     14,052       $153       $ (2)       14,203
                                           -------       ----       ----       -------
Total..................................    $39,471       $153       $ (2)      $39,622
                                           =======       ====       ====       =======
For the period August 14, 1996 through
 December 31, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,612         --         --       $ 1,612
Sales.................................      45,799       $115       $(73)       45,841
                                           -------       ----       ----       -------
Total.................................     $47,411       $115       $(73)      $47,453
                                           =======       ====       ====       =======

PRE-ACQUISITION
For the period January 1, 1996 through
 August 13, 1996:
Scheduled principal repayments,
 calls and tenders....................     $ 1,801         --         --       $ 1,801
Sales.................................      53,710       $152      $(572)       53,290
                                           -------       ----      -----       -------
Total.................................     $55,511       $152      $(572)      $55,091
                                           =======       ====      =====       =======
Investment Valuation Analysis: The Companies analyze the
investment portfolio at least quarterly in order to determine if
the carrying value of any investment has been impaired. The
carrying value of debt and equity securities is written down to
fair value by a charge to realized losses when an impairment in
value appears to be other than temporary. During the year ended
December 31, 1998, Golden American recognized a loss on two fixed
maturity investments of $973,000. During 1997 and 1996, no
investments were identified as having an other than temporary
impairment.

Investments on Deposit: At December 31, 1998 and 1997, affidavits
of deposits covering bonds with a par value of $6,470,000 and
$6,605,000, respectively, were on deposit with regulatory
authorities pursuant to certain statutory requirements.

Investment Diversifications: The Companies' investment policies
related to the investment portfolio require diversification by
asset type, company and industry and set limits on the amount
which can be invested in an individual issuer. Such policies are
at least as restrictive as those set forth by regulatory
authorities. The following percentages relate to holdings at
December 31, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (26% in 1998, 30% in 1997),
conventional mortgage-backed securities (25% in 1998, 13% in
1997), financial companies (19% in 1998, 24% in 1997), other asset-
backed securities (11% in 1998) and various government bonds and
government or agency mortgage-backed securities (5% in 1998, 17%
in 1997). Mortgage loans on real estate have been analyzed

                                    91
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

3.   INVESTMENT OPERATIONS (continued)

by geographical location with concentrations by state identified as
California (12% in 1998 and 1997), Utah (11% in 1998, 13% in 1997)
and Georgia (10% in 1998, 11% in 1997). There are no other
concentrations of mortgage loans in any state exceeding ten
percent at December 31, 1998 and 1997. Mortgage loans on real
estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (36% in 1998, 43% in
1997), industrial buildings (32% in 1998, 33% in 1997) and retail
facilities (20% in 1998, 15% in 1997).  Equity securities are not
significant to the Companies' overall investment portfolio.

No investment in any person or its affiliates (other than bonds
issued by agencies of the United States government) exceeded ten
percent of stockholder's equity at December 31, 1998.

4.   COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the SFAS  No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes new
rules for the reporting and display of comprehensive income and
its components; however, the adoption of this statement had no
impact on the Companies' net income or stockholder's equity. SFAS
No. 130 requires unrealized gains or losses on the Companies'
available for sale securities (net of VPIF, DPAC and deferred
income taxes) to be included in other comprehensive income.  Prior
to the adoption of SFAS No. 130, unrealized gains (losses) were
reported separately in stockholder's equity. Prior year financial
statements have been reclassified to conform to the requirements
of SFAS No. 130.

Total comprehensive income (loss) for the Companies includes
$1,015,000 for the year ended December 31, 1998 for First Golden
($159,000, $536,000 and $(57,000), respectively, for the periods
October 25, 1997 through December 31, 1997, January 1, 1997
through October 24, 1997 and December 17, 1996 through December
31, 1996). Other comprehensive income excludes net investment
gains (losses) included in net income which merely represent
transfers from unrealized to realized gains and losses. These
amounts total $(2,133,000) in 1998. Such amounts, which have been
measured through the date of sale, are net of income taxes and
adjustments to VPIF and DPAC totaling $705,000 in 1998.

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments," requires disclosure of estimated fair value of all
financial instruments, including both assets and liabilities
recognized and not recognized in a company's balance sheet, unless
specifically exempted. SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments,"
requires additional disclosures about derivative financial
instruments. Most of the Companies' investments, investment
contracts and debt fall within the standards' definition of a
financial instrument. Fair values for the Companies' insurance
contracts other than investment contracts are not required to be
disclosed. In cases where quoted market prices are not available,
estimated fair values are based on estimates using present value
or other valuation techniques. Those techniques are significantly
affected by the assumptions used, including the discount rate and
estimates of future cash flows. Accounting, actuarial and
regulatory bodies are continuing to study the methodologies to be
used in developing fair value information, particularly as it
relates to such things as liabilities for insurance contracts.
Accordingly, care should be exercised in deriving conclusions
about the Companies' business or financial condition based on the
information presented herein.

The Companies closely monitor the composition and yield of
invested assets, the duration and interest credited on insurance
liabilities and resulting interest spreads and timing of cash
flows. These amounts
                                    92
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

are taken into consideration in the Companies' overall management
of interest rate risk, which attempts to minimize exposure to changing
interest rates through the matching of investment cash flows with amounts
expected to be due under insurance contracts.  These assumptions may not
result in values consistent with those obtained through an actuarial
appraisal of the Companies' business or values that might arise in
a negotiated transaction.

The following compares carrying values as shown for financial
reporting purposes with estimated fair values:

                                                   POST-MERGER
                                 -----------------------------------------------
                                    December 31, 1998       December 31, 1997
                                 ----------------------  -----------------------
                                              Estimated              Estimated
                                   Carrying     Fair      Carrying     Fair
                                    Value       Value      Value       Value
                                 -----------  ---------  ----------  -----------
                                             (Dollars in thousands)
ASSETS
Fixed maturities, available
 for sale......................  $  741,985  $  741,985  $  414,401   $  414,401
Equity securities..............      11,514      11,514       3,904        3,904
Mortgage loans on real estate..      97,322      99,762      85,093       86,348
Policy loans...................      11,772      11,772       8,832        8,832
Short-term investments.........      41,152      41,152      14,460       14,460
Cash and cash equivalents......       6,679       6,679      21,039       21,039
Separate account assets........  $3,396,114  $3,396,114  $1,646,169   $1,646,169

LIABILITIES
Annuity products...............     869,009     827,597     493,181      469,714
Surplus notes..................      85,000      90,654      25,000       28,837
Line of credit with affiliate..          --          --      24,059       24,059
Separate account liabilities...   3,396,114   3,396,114   1,646,169    1,646,169
The following methods and assumptions were used by the Companies
in estimating fair values.

Fixed Maturities: Estimated fair values of conventional mortgage-
backed securities not actively traded in a liquid market and
publicly traded securities are estimated using a third party
pricing system. This pricing system uses a matrix calculation
assuming a spread over U.S. Treasury bonds based upon the expected
average lives of the securities.

Equity Securities: Estimated fair values of equity securities,
which consist of the Companies' investment in the portfolios
underlying its separate accounts, are based upon the quoted fair
value of individual securities comprising the individual
portfolios. For equity securities not actively traded, estimated
fair values are based upon values of issues of comparable returns
and quality.

Mortgage Loans on Real Estate: Fair values are estimated by
discounting expected cash flows, using interest rates currently
offered for similar loans.

Policy Loans: Carrying values approximate the estimated fair value
for policy loans.

                                    93
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

Short-Term Investments and Cash and Cash Equivalents: Carrying
values reported in the Companies' historical cost basis balance
sheet approximate estimated fair value for these instruments due
to their short-term nature.

Separate Account Assets: Separate account assets are reported at
the quoted fair values of the individual securities in the
separate accounts.

Annuity Products: Estimated fair values of the Companies'
liabilities for future policy benefits for the divisions of the
variable annuity products with fixed interest guarantees and for
supplemental contracts without life contingencies are stated at
cash surrender value, the cost the Companies would incur to
extinguish the liability.

Surplus Notes: Estimated fair value of the Companies' surplus
notes were based upon discounted future cash flows using a
discount rate approximating the Companies' return on invested
assets.

Line Of Credit With Affiliate: Carrying value reported in the
Companies' historical cost basis balance sheet approximates
estimated fair value for this instrument.

Separate Account Liabilities: Separate account liabilities are
reported at full account value in the Companies' historical cost
balance sheet. Estimated fair values of separate account
liabilities are equal to their carrying amount.

6.   MERGER

Transaction:  On October 23, 1997, Equitable's shareholders
approved the Merger Agreement dated July 7, 1997 among Equitable,
PFHI and ING. On October 24, 1997, PFHI, a Delaware corporation,
acquired all of the outstanding capital stock of Equitable
according to the Merger Agreement. PFHI is a wholly owned
subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn,
owned all the outstanding capital stock of Equitable Life
Insurance Company of Iowa ("Equitable Life") and Golden American
and their wholly owned subsidiaries. In addition, Equitable owned
all the outstanding capital stock of Locust Street Securities,
Inc. ("LSSI"), Equitable Investment Services, Inc. (subsequently
dissolved), DSI, Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds
Distributor, Inc.). In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock and assumed approximately $400 million
in debt. As a result of this transaction, Equitable was merged
into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent"), a Delaware corporation.
All costs of the merger, including expenses to terminate certain
benefit plans, were paid by the Parent.

Accounting Treatment:  The merger was accounted for as a purchase
resulting in a new basis of accounting, reflecting estimated fair
values for assets and liabilities at October 24, 1997. The
purchase price was allocated to EIC and its subsidiaries with
$227,497,000 allocated to the Companies. Goodwill was established
for the excess of the merger cost over the fair value of the net
assets and attributed to EIC and its subsidiaries including Golden
American and First Golden. The amount of goodwill allocated to the
Companies relating to the merger was $151,127,000 at the merger
date and is being amortized over 40 years on a straight-line
basis. The carrying value of goodwill will be reviewed
periodically for any indication of impairment in value. The
Companies' DPAC, previous balance of VPIF and unearned revenue
reserve, as of the merger date, were eliminated and a new asset of
$44,297,000 representing VPIF was established for all policies in
force at the merger date.

                                    94
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

6.   Merger (continued)

Value of Purchased Insurance In Force:  As part of the merger, a
portion of the acquisition cost was allocated to the right to
receive future cash flows from insurance contracts existing with
the Companies at the merger date. This allocated cost represents
VPIF reflecting the value of those purchased policies calculated
by discounting the actuarially determined expected future cash
flow at the discount rate determined by ING.

An analysis of the VPIF asset is as follows:

                                                POST-MERGER
                                   -------------------------------------
                                                        For the period
                                      For the year     October 25, 1997
                                         ended              through
                                   December 31, 1998   December 31, 1997
                                   -----------------   -----------------
                                           (Dollars in thousands)

Beginning balance.................      $43,174              $44,297
                                        --------             --------
Imputed interest..................        2,802                1,004
Amortization......................       (7,753)              (1,952)
Changes in assumptions of
 timing of gross profits..........          227                   --
                                        --------             --------
Net amortization..................       (4,724)                (948)
Adjustment for unrealized gains
 on available for sale
 securities.......................          (28)                (175)
Adjustment for other receivables
 and merger costs.................       (2,445)                  --
                                        --------             --------
Ending balance....................      $35,977              $43,174
                                        =======              =======
Interest is imputed on the unamortized balance of VPIF at a rate
of 7.38% for the year ended December 31, 1998 and 7.03% for the
period October 25, 1997 through December 31, 1997. The
amortization of VPIF, net of imputed interest, is charged to
expense. VPIF decreased $2,664,000 in the second quarter of 1998
to adjust the value of other receivables at merger date and
increased $219,000 in the first quarter of 1998 as a result of an
adjustment to the merger costs. VPIF is adjusted for the
unrealized gains (losses) on available for sale securities; such
changes are included directly in stockholder's equity. Based on
current conditions and assumptions as to the impact of future
events on acquired policies in force, the expected approximate net
amortization relating to VPIF as of December 31, 1998 is
$4,300,000 in 1999, $4,000,000 in 2000, $3,900,000 in 2001,
$3,700,000 in 2002 and $3,300,000 in 2003. Actual amortization may
vary based upon changes in assumptions and experience.

7.   ACQUISITION

Transaction:  On August 13, 1996, Equitable acquired all of the
outstanding capital stock of BT Variable from Whitewood, a wholly
owned subsidiary of Bankers Trust Company ("Bankers Trust"),
according to the terms of the Purchase Agreement dated May 3, 1996
between Equitable and Whitewood. In exchange for the outstanding
capital stock of BT Variable, Equitable paid the sum of
$93,000,000 in cash to Whitewood in accordance with the terms of
the Purchase Agreement. Equitable also paid the sum of $51,000,000
in cash to Bankers Trust to retire certain debt owed by BT
Variable to Bankers Trust pursuant to a revolving credit arrangement.
After the acquisition, the BT Variable, Inc. name was changed to EIC
Variable, Inc. On April 30, 1997, EIC Variable, Inc. was liquidated
and its investments in

                                    95
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

7.   Acquisition (continued)

Golden American and DSI were transferred to Equitable, while the
remainder of its net assets were contributed to Golden American.
On December 30, 1997, EIC Variable, Inc. was dissolved.

Accounting Treatment:  The acquisition was accounted for as a
purchase resulting in a new basis of accounting, which reflected
estimated fair values for assets and liabilities at August 13,
1996. The purchase price was allocated to the three companies
purchased - BT Variable, DSI and Golden American. The allocation
of the purchase price to Golden American was approximately
$139,872,000. Goodwill was established for the excess of the
purchase price over the fair value of the net assets acquired and
attributed to Golden American. The amount of goodwill relating to
the acquisition was $41,113,000 and was amortized over 25 years on
a straight-line basis until the October 24, 1997 merger with ING.
Golden American's DPAC, previous balance of VPIF and unearned
revenue reserve, as of the acquisition date, were eliminated and
an asset of $85,796,000 representing VPIF was established for all
policies in force at the acquisition date.

Value of Purchased Insurance In Force:  As part of the
acquisition, a portion of the acquisition cost was allocated to
the right to receive future cash flows from the insurance
contracts existing with Golden American at the date of
acquisition. This allocated cost represents VPIF reflecting the
value of those purchased policies calculated by discounting the
actuarially determined expected future cash flows at the discount
rate determined by Equitable.

An analysis of the VPIF asset is as follows:

                                           POST-ACQUISITION           | PRE-ACQUISITION
                                  ------------------------------------|----------------
                                  For the period     For the period   | For the period
                                  January 1, 1997    August 14,1996   | January 1, 1996
                                      through           through       |     through
                                  October 24, 1997  December 31, 1996 | August 13, 1996
                                  ----------------  ----------------- | ---------------
                                                (Dollars in thousands)
|
Beginning balance................      $83,051           $85,796      |      $6,057
                                       -------           -------      |      ------
Imputed interest.................        5,138             2,465      |         273
Amortization.....................      (12,656)           (5,210)     |      (1,224)
Changes in assumption of                                              |      ------
 timing of gross profits.........        2,293                --      |          --
                                       -------           -------      |
Net amortization.................       (5,225)           (2,745)     |        (951)
Adjustment for unrealized gains                                       |
 (losses) on available for sale                                       |
 securities......................         (373)               --      |          11
                                       -------           -------      |      ------
Ending balance                         $77,453           $83,051      |      $5,117
                                       =======           =======      |      ======
Pre-Acquisition VPIF represents the remaining value assigned to in
force contracts when Bankers Trust purchased Golden American from
Mutual Benefit Life Insurance Company in Rehabilitation ("Mutual
Benefit") on September 30, 1992.

Interest was imputed on the unamortized balance of VPIF at rates
of 7.70% to 7.80% for the period August 14, 1996 through October
24, 1997. The amortization of VPIF net of imputed interest was
charged to expense. VPIF was also adjusted for the unrealized
gains (losses) on available for sale securities; such changes were
included directly in stockholder's equity.

8.   INCOME TAXES

Golden American files a consolidated federal income tax return.
Under the Internal Revenue Code, a newly acquired insurance
company cannot file as part of its parent's consolidated tax
return for 5 years.

                                    96
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

8.   INCOME TAXES(continued)

At December 31, 1998, the Companies have net operating loss
("NOL") carryforwards for federal income tax purposes of
approximately $50,917,000. Approximately $5,094,000, $3,354,000
and $42,469,000 of these NOL carryforwards are available to offset
future taxable income of the Companies through the years 2011,
2012 and 2013, respectively.

INCOME TAX EXPENSE

Income tax expense (benefit) included in the consolidated
financial statements is as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
|
|
Current.....................          --                --         |     $    12              --         |          --
Deferred....................      $5,279              $146         |     (1,349)            $220         |     $(1,463)
                                  ------              ----         |                                     |
                                  $5,279              $146         |     $(1,337)           $220         |     $(1,463)
                                  ======              ====         |     =======            ====         |     =======
The effective tax rate on income (loss) before income taxes is
different from the prevailing federal income tax rate. A
reconciliation of this difference is as follows:

                                           POST-MERGER             |          POST-ACQUISITION           | PRE-ACQUISITION
                              ------------------------------------ | ----------------------------------- | ---------------
                                                  For the period   | For the period     For the period   | For the period
                                 For the year     October 25,1997  | January 1,1997     August 14, 1996  | January 1, 1996
                                     ended            through      |     through            through      |     through
                              December 31, 1998  December 31, 1997 | October 24, 1997  December 31, 1996 | August 13, 1996
                              -----------------  ----------------- | ----------------  ----------------- | ---------------
                                                                   |        (Dollars in thousands)       |
|
|
|                                     |
Income (loss) before                                               |                                     |
 income taxes..............       $10,353             $(279)       |     $ ( 608)           $570         |     $1,736
                                  =======             =====        |     =======            ====         |     ======
Income tax (benefit) at                                            |                                     |
 federal statutory rate....       $ 3,624             $ (98)       |     $  (213)           $200         |     $  607
Tax effect (decrease) of:                                          |                                     |
 Realization of NOL                                                |                                     |
   carryforwards...........            --                --        |         --               --         |     (1,214)
 Goodwill amortization.....         1,322               220        |         --               --         |         --
 Compensatory stock                                                |                                     |
  option and restricted                                            |                                     |
  stock expense............            --                --        |     (1,011)              --         |         --
 Meals and                                                         |                                     |
  entertainment............           157                23        |         53               20         |         --
 Other items...............           176                 1        |       (166)              --         |         --
Change in valuation                                                |                                     |
 allowance.................            --                --        |         --               --         |       (856)
                                  =------             -----        |    -------             ----         |    -------
Income tax expense                                                 |                                     |
 (benefit).................       $ 5,279             $ 146        |    $(1,337)            $220         |    $(1,463)
                                  =======             =====        |    =======             ====         |    =======
97
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

8.   INCOME TAXES (continued)

DEFERRED INCOME TAXES

The tax effect of temporary differences giving rise to the
Companies' deferred income tax assets and liabilities at December
31, 1998 and 1997 is as follows:

                                                  POST-MERGER
                                       ------------------------------------
                                       December 31, 1998  December 31, 1997
                                       -----------------  -----------------
                                              (Dollars in thousands)
Deferred tax assets:
 Net unrealized depreciation of
  securities at fair value..........     $    691                    --
 Future policy benefits.............       66,273               $27,399
 Deferred policy acquisition costs..           --                 4,558
 Goodwill...........................       16,323                17,620
 Net operating loss carryforwards...       17,821                 3,044
 Other..............................        1,272                 1,548
                                         --------               -------
                                          102,380                54,169

Deferred tax liabilities:
 Net unrealized appreciation of
  securities at fair value..........             --               (130)
 Fixed maturity securities..........         (1,034)            (1,665)
 Deferred policy acquisition costs..        (55,520)                --
 Mortgage loans on real estate......           (845)              (845)
 Value of purchased insurance in
  force.............................        (12,592)           (15,172)
 Other..............................           (912)              (127)
                                           --------           --------
                                            (70,903)           (17,939)
                                           --------           --------
Deferred income tax asset...........       $ 31,477           $ 36,230
                                           ========           ========

The Companies are required to establish a "valuation allowance"
for any portion of the deferred tax assets management believes
will not be realized. In the opinion of management, it is more
likely than not the Companies will realize the benefit of the
deferred tax assets; therefore, no such valuation allowance has
been established.

9.   RETIREMENT PLANS

Defined Benefit Plans:  In 1998 and 1997, the Companies were
allocated their share of the pension liability associated with
their employees. The Companies' employees are covered by the
employee retirement plan of an affiliate, Equitable Life. Further,
Equitable Life sponsors a defined contribution plan that is
qualified under Internal Revenue Code Section 401(k). The
following tables summarize the benefit obligations and the funded
status for pension benefits over the two-year period ended
December 31, 1998:

                                    98
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

9.   RETIREMENT PLANS (continued)

                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at January 1............   $  956          $192
Service cost...............................    1,138           682
Interest cost..............................       97            25
Actuarial loss.............................    2,266            57
Benefit payments...........................      (3)           --
                                              ------          ----
Benefit obligation at December 31..........   $4,454          $956
                                              ======          ====

                                               1998           1997
                                             --------        ------
                                             (Dollars in thousands)
FUNDED STATUS
Funded status at December 31...............  $(4,454)        $(956)
Unrecognized net loss......................    2,266            --
                                             -------         -----
Net amount recognized......................  $(2,188)        $(956)
                                             =======         =====

During 1998 and 1997, the Companies' plan assets were held by
Equitable Life, an affiliate.

The weighted-average assumptions used in the measurement of the
Companies' benefit obligation are as follows:

                                                1998          1997
                                               ------        ------
DECEMBER 31
Discount rate................................   6.75%         7.25%
Expected return on plan assets...............   9.50          9.00
Rate of compensation increase................   4.00          5.00

The following table provides the net periodic benefit cost for the
fiscal years 1998 and 1997:

                                        POST-MERGER               | POST-ACQUISITION
                             ------------------------------------ | ----------------
                                                For the period    |  For the period
                                For the year     October 25,1997  |  January 1,1997
                                   ended             through      |      through
                             December 31, 1998  December 31, 1997 | October 24, 1997
                             -----------------  ----------------- | ----------------
                                                  (Dollars in thousands)
|
Service cost................      $1,138               $114       |        $568
Interest cost...............          97                 10       |          15
Amortization of net loss....          --                 --       |           1
                                  ------               ----       |        ----
Net periodic benefit cost...      $1,235               $124       |        $584
                                  ======               ====       |        ====
There were no gains or losses resulting from curtailments or settlements
during 1998 or 1997.

                                    99
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

9.   RETIREMENT PLANS (continued)

The projected benefit obligation, accumulated benefit obligation
and fair value of plan assets for pension plans with accumulated
benefit obligations in excess of plan assets were $4,454,000,
$3,142,000 and $0, respectively, as of December 31, 1998 and
$956,000, $579,000 and $0, respectively, as of December 31, 1997.

10.  RELATED PARTY TRANSACTIONS

Operating Agreements:  DSI acts as the principal underwriter (as
defined in the Securities Act of 1933 and the Investment Company
Act of 1940, as amended) and distributor of the variable insurance
products issued by the Companies. DSI is authorized to enter into
agreements with broker/dealers to distribute the Companies'
variable insurance products and appoint representatives of the
broker/dealers as agents. For the year ended December 31, 1998 and
for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, the Companies paid
commissions to DSI totaling $117,470,000, $9,931,000 and
$26,419,000, respectively ($9,995,000 for the period August 14,
1996 through December 31, 1996 and $17,070,000 for the period
January 1, 1996 through August 13, 1996).

Golden American provides certain managerial and supervisory
services to DSI. The fee paid by DSI for these services is
calculated as a percentage of average assets in the variable
separate accounts. For the year ended December 31, 1998 and for
the periods October 25, 1997 through December 31, 1997 and January
1, 1997 through October 24, 1997, the fee was $4,771,000, $508,000
and $2,262,000, respectively. For the periods August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996 the fee was $877,000 and $1,390,000, respectively.

Effective January 1, 1998, the Companies have an asset management
agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management services.
Under the agreement, the Companies record a fee based on the value
of the assets under management. The fee is payable quarterly. For
the year ended December 31, 1998, the Companies incurred fees of
$1,504,000 under this agreement.

Prior to 1998, the Companies had a service agreement with
Equitable Investment Services, Inc. ("EISI"), an affiliate, in
which EISI provided investment management services. Payments for
these services totaled $200,000, $768,000 and $72,000 for the
periods October 25, 1997 through December 31, 1997, January 1,
1997 through October 24, 1997 and August 14, 1996 through December
31, 1996, respectively.

Golden American has a guaranty agreement with Equitable Life, an
affiliate. In consideration of an annual fee, payable June 30,
Equitable Life guarantees to Golden American that it will make
funds available, if needed, to Golden American to pay the
contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and
nothing contained therein or done pursuant thereto by Equitable
Life shall be deemed to constitute, a direct or indirect guaranty
by Equitable Life of the payment of any debt or other obligation,
indebtedness or liability, of any kind or character whatsoever, of
Golden American. The agreement does not guarantee the value of the
underlying assets held in separate accounts in which funds of
variable life insurance and variable annuity policies have been
invested. The calculation of the annual fee is based on risk based
capital. As Golden American's risk based capital level was above
required amounts, no annual fee was payable in 1998 or in 1997.

Golden American provides certain advisory, computer and other
resources and services to Equitable Life. Revenues for these
services, which reduced general expenses incurred by Golden
American, totaled $5,833,000 for the year ended December 31, 1998
($1,338,000 and $2,992,000 for the periods October 25,

                                    100
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

10.  RELATED PARTY TRANSACTIONS (continued)

1997 through December 31, 1997 and January 1, 1997 through October
24, 1997, respectively). No services were provided by Golden American
in 1996.

The Companies have a service agreement with Equitable Life in
which Equitable Life provides administrative and financial related
services. Under this agreement, the Companies incurred expenses of
$1,058,000 for the year ended December 31, 1998 ($13,000 and
$16,000 for the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997, respectively).

First Golden provides resources and services to DSI. Revenues for
these services, which reduce general expenses incurred by the
Companies, totaled $75,000 in 1998.

For the year ended December 31, 1998, the Companies had premiums,
net of reinsurance, for variable products from four affiliates,
Locust Street Securities, Inc., Vestax Securities Corporation, DSI
and Multi-Financial Securities Corporation of $122,900,000,
$44,900,000, $13,600,000 and $13,400,000, respectively.  The
Companies had premiums, net reinsurance, for variable products
from three affiliates, Locust Street Securities, Inc., Vestax
Securities Corporation and DSI of $9,300,000, $1,900,000 and
$2,100,000 respectively, for the period October 25, 1997 through
December 31, 1997 ($16,900,000, $1,200,000 and $400,000 for the
period January 1, 1997 through October 24, 1997, respectively).

Reciprocal Loan Agreement:  Golden American maintains a reciprocal
loan agreement with ING America Insurance Holdings, Inc. ("ING
AIH"), a Delaware corporation and affiliate, to facilitate the
handling of unusual and/or unanticipated short-term cash
requirements. Under this agreement which became effective January
1, 1998 and expires December 31, 2007, Golden American and ING AIH
can borrow up to $65,000,000 from one another. Prior to lending
funds to ING AIH, Golden American must obtain the approval of the
State of Delaware Department of Insurance. Interest on any Golden
American borrowings is charged at the rate of ING AIH's cost of
funds for the interest period plus 0.15%. Interest on any ING AIH
borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a
similar duration. Under this agreement, Golden American incurred
interest expense of $1,765,000 in 1998. At December 31, 1998,
Golden American did not have any borrowings or receivables from
ING AIH under this agreement.

Line of Credit:  Golden American maintained a line of credit
agreement with Equitable to facilitate the handling of unusual
and/or unanticipated short-term cash requirements. Under this
agreement which became effective December 1, 1996 and expired
December 31, 1997, Golden American could borrow up to $25,000,000.
Interest on any borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%.
Under this agreement, Golden American incurred interest expense of
$211,000 for the year ended December 31, 1998 ($213,000 for the
period October 25, 1997 through December 31, 1997, $362,000 for
the period January 1, 1997 through October 24, 1997 and $85,000
for the period August 14, 1996 through December 31, 1996). The
outstanding balance was paid by a capital contribution.

Surplus Notes:  On December 30, 1998, Golden American issued a
7.25% surplus note in the amount of $60,000,000 to Equitable Life.
The note matures on December 29, 2028. The note and related
accrued interest is subordinate to payments due to policyholders,
claimant and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of
Golden American. Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred no interest in 1998.

                                    101
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

10.  RELATED PARTY TRANSACTIONS (continued)
On December 17, 1996, Golden American issued an 8.25% surplus note
in the amount of $25,000,000 to Equitable. The note matures on
December 17, 2026. The note and related accrued interest is
subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of
debtors of Golden American. Any payment of principal made is
subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred interest totaling
$2,063,000 in 1998 ($344,000 and $1,720,000 for the periods
October 25, 1997 through December 31, 1997 and January 1, 1997
through October 24, 1997, respectively). On December 17, 1996,
Golden American contributed the $25,000,000 to First Golden
acquiring 200,000 shares of common stock (100% of outstanding
stock) of First Golden.

Stockholder's Equity:  On September 23, 1996, EIC Variable, Inc.
contributed $50,000,000 of Preferred Stock to the Companies'
additional paid-in capital. During 1998, Golden American received
$122,500,000 of capital contributions from its Parent.

11.  COMMITMENTS AND CONTINGENCIES

Contingent Liability:  In a transaction that closed on September
30, 1992, Bankers Trust acquired from Mutual Benefit, in
accordance with the terms of an Exchange Agreement, all of the
issued and outstanding capital stock of Golden American and DSI
and certain related assets for consideration with an aggregate
value of $13,200,000 and contributed them to BT Variable. The
transaction involved settlement of pre-existing claims of Bankers
Trust against Mutual Benefit. The ultimate value of these claims
has not yet been determined by the Superior Court of New Jersey
and, prior to August 13, 1996, was contingently supported by a
$5,000,000 note payable from Golden American and a $6,000,000
letter of credit from Bankers Trust. Bankers Trust estimated the
contingent liability due from Golden American amounted to $439,000
at August 13, 1996. At August 13, 1996, the balance of the escrow
account established to fund the contingent liability was
$4,293,000.

On August 13, 1996, Bankers Trust made a cash payment to Golden
American in an amount equal to the balance of the escrow account
less the $439,000 contingent liability discussed above. In
exchange, Golden American irrevocably assigned to Bankers Trust
all of Golden American's rights to receive any amounts to be
disbursed from the escrow account in accordance with the terms of
the Exchange Agreement. Bankers Trust also irrevocably agreed to
make all payments becoming due under the Golden American note and
to indemnify Golden American for any liability arising from the
note.

Reinsurance:  At December 31, 1998, the Companies had reinsurance
treaties with four unaffiliated reinsurers and one affiliated
reinsurer covering a significant portion of the mortality risks
under variable contracts. The Companies remain liable to the
extent reinsurers do not meet their obligations under the
reinsurance agreements. Reinsurance ceded in force for life
mortality risks were $111,552,000 and $96,686,000 at December 31,
1998 and 1997, respectively. At December 31, 1998, the Companies
have a net receivable of $7,470,000 for reserve credits,
reinsurance claims or other receivables from these reinsurers
comprised of $439,000 for claims recoverable from reinsurers,
$543,000 for a payable for reinsurance premiums and $7,574,000 for
a receivable from an unaffiliated reinsurer. Included in the
accompanying financial statements are net considerations to
reinsurers of $4,797,000, $326,000, $1,871,000, $875,000 and
$600,000 and net policy benefits recoveries of $2,170,000,
$461,000, $1,021,000, $654,000 and $1,267,000 for the year ended
December 31, 1998 and for the periods October 25, 1997 through
December 31, 1997, January 1, 1997 through October 24, 1997,
August 14, 1996 through December 31, 1996 and January 1, 1996
through August 13, 1996, respectively.

                                    102
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

11.  COMMITMENTS AND CONTINGENCIES (continued)

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The
accompanying financial statements are presented net of the effects
of the treaty which increased income by $1,022,000, $265,000,
$335,000, $10,000 and $56,000 for the year ended December 31, 1998
and for the periods October 25, 1997 through December 31, 1997,
January 1, 1997 through October 24, 1997, August 14, 1996 through
December 31, 1996 and January 1, 1996 through August 13, 1996,
respectively.

Guaranty Fund Assessments:  Assessments are levied against the
Companies by life and health guaranty associations in most states
in which the Companies are licensed to cover losses of
policyholders of insolvent or rehabilitated insurers. In some
states, these assessments can be partially recovered through a
reduction in future premium taxes. The Companies cannot predict
whether and to what extent legislative initiatives may affect the
right to offset. The associated cost for a particular insurance
company can vary significantly based upon its fixed account
premium volume by line of business and state premiums as well as
its potential for premium tax offset. The Companies have
established an undiscounted reserve to cover such assessments and
regularly reviews information regarding known failures and revises
its estimates of future guaranty fund assessments. Accordingly,
the Companies accrued and charged to expense an additional
$1,123,000 for the year ended December 31, 1998, $141,000 for the
period October 25, 1997 through December 31, 1997, $446,000 for
the period January 1, 1997 through October 24, 1997, $291,000 for
the period August 14, 1996 through December 31, 1996 and $480,000
for the period January 1, 1996 through August 13, 1996. At
December 31, 1998, the Companies have an undiscounted reserve of
$2,446,000 to cover estimated future assessments (net of related
anticipated premium tax credits) and has established an asset
totaling $586,000 for assessments paid which may be recoverable
through future premium tax offsets. The Companies believe this
reserve is sufficient to cover expected future guaranty fund
assessments, based upon previous premiums, and known insolvencies
at this time.

Litigation:  The Companies, like other insurance companies, may be
named or otherwise involved in lawsuits, including class action
lawsuits. In some class action and other lawsuits involving
insurers, substantial damages have been sought and/or material
settlement payments have been made. The Companies currently
believe no pending or threatened lawsuits exist that are
reasonably likely to have a material adverse impact on the
Companies.

Vulnerability from Concentrations:  The Companies have various
concentrations in its investment portfolio (see Note 3 for further
information). The Companies' asset growth, net investment income
and cash flow are primarily generated from the sale of variable
products and associated future policy benefits and separate
account liabilities. Substantial changes in tax laws that would
make these products less attractive to consumers and extreme
fluctuations in interest rates or stock market returns which may
result in higher lapse experience than assumed could cause a
severe impact to the Companies' financial condition. Two
broker/dealers generated 27% of the Companies' sales (53% by two
broker/dealers during 1997).

Leases:  The Companies lease their home office space, certain
other equipment and capitalized computer software under operating
leases which expire through 2018. During the year ended December
31, 1998 and for the periods October 25, 1997 through December 31,
1997, January 1, 1997 through October 24, 1997, August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996, rent expense totaled $1,241,000, $39,000, $331,000, $147,000
and $247,000, respectively. At December 31, 1998, minimum rental
payments due under all non-cancelable operating leases with
initial terms of one

                                    103
GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              December 31, 1998

11.  COMMITMENTS AND CONTINGENCIES (continued)

year or more are: 1999 - $1,528,000; 2000 - $1,429,000; 2001 - $1,240,000;
2002 - $1,007,000; 2003 - $991,000 and 2004 and thereafter - $5,363,000.

Revolving Note Payable:  To enhance short-term liquidity, the
Companies have established a revolving note payable effective July
27, 1998 and expiring July 31, 1999 with SunTrust Bank, Atlanta
(the "Bank"). The note was approved by the Boards of Directors of
Golden American and First Golden on August 5, 1998 and September
29, 1998, respectively. The total amount the Companies may have
outstanding is $85,000,000, of which Golden American and First
Golden have individual credit sublimits of $75,000,000 and
$10,000,000, respectively. The note accrues interest at an annual
rate equal to: (1) the cost of funds for the Bank for the period
applicable for the advance plus 0.25% or (2) a rate quoted by the
Bank to the Companies for the advance. The terms of the agreement
require the Companies to maintain the minimum level of Company
Action Level Risk Based Capital as established by applicable state
law or regulation. During the year ended December 31, 1998, the
Companies incurred interest expense of $352,000. At December 31,
1998, the Companies did not have any borrowings under this
agreement.

                                    104
STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS
      ITEM                                                PAGE
      Introduction                                           1
      Description of Golden American Life Insurance Company  1
      Safekeeping of Assets                                  1
      The Administrator                                      1
      Independent Auditors                                   1
      Distribution of Contracts                              1
      Performance Information                                2
      IRA Withdrawal Option                                  7
      Other Information                                      7
      Financial Statements of Separate Account B             7
      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
THIS PROSPECTUS.  SEND THE FORM TO OUR CUSTOMER SERVICE CENTER AT THE
ADDRESS SHOWN ON THE PROSPECTUS COVER.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION
FOR SEPARATE ACCOUNT B.

Please Print or Type:

               __________________________________________________
               NAME

               __________________________________________________
               SOCIAL SECURITY NUMBER

               __________________________________________________
               STREET ADDRESS

               __________________________________________________
               CITY, STATE, ZIP

105296  (02/00)
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
This page intentionally left blank.
APPENDIX A
                    CONDENSED FINANCIAL INFORMATION

Except for the Equity, Growth and Income, Small Company Growth, Asset
Allocation, High Quality Bond, Investors, Large Cap Value, All Cap and
Managed Global subaccounts which commenced operations as of the date
of this prospectus (or soon after), the following tables give (1) the
accumulation unit value ("AUV"), (2) the total number of accumulation
units, and (3) the total accumulation unit value, for each subaccount
of Golden American Separate Account B available under the Contract for
the indicated periods.  The date on which the subaccount became
available to investors and the starting accumulation unit value are
indicated on the last row of each table.  The Equity, Growth and
Income, Small Company Growth, Asset Allocation and High Quality Bond
subaccounts have starting accumulation unit values of $10.00.

LIQUID ASSET
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.33            1,185,641      $   16,985       |
| 1997       13.83              131,429           1,818       |
| 10/1/97    13.71                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.11              839,093       $  11,842       |
        | 1997       13.65               61,012             846       |
        | 10/1/97    13.53                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.88            2,967,968      $   41,195       |
                | 1997       13.44              298,288           4,009       |
                | 10/1/97    13.33                   --              --       |
                |-------------------------------------------------------------|

LIMITED MATURITY BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.77              633,316       $  10,620       |
| 1997       15.91               16,839             268       |
| 10/1/97    15.72                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.52              334,521        $  5,526       |
        | 1997       15.70               10,105             159       |
        | 10/1/97    15.52                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.25              910,113       $  14,787       |
                | 1997       15.47               12,557             195       |
                | 10/1/97    15.29                   --              --       |
                |-------------------------------------------------------------|

GLOBAL FIXED INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  13.09              187,670        $  2,456       |
| 1997       11.87                3,418              41       |
| 10/1/97    11.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $13.00               80,199          $1,043       |
        | 1997       11.81                  310               4       |
        | 10/1/97    11.93                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $12.92              180,373        $  2,330       |
                | 1997       11.75                6,455              76       |
                | 10/1/97    11.87                   --              --       |
                |-------------------------------------------------------------|

                                     A1
TOTAL RETURN
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.72            1,708,118       $  30,264       |
| 1997       16.10               54,291             874       |
| 10/1/97    16.10                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $17.60            1,404,222       $  24,713       |
        | 1997       16.02               25,888             415       |
        | 10/1/97    15.75                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $17.49            3,742,869       $  65,449       |
                | 1997       15.94              147,659           2,354       |
                | 10/1/97    15.68                   --              --       |
                |-------------------------------------------------------------|

FULLY MANAGED
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  20.53              593,655       $  12,189       |
| 1997       19.66               36,852             725       |
| 10/1/97     9.49                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $20.23              512,203       $  10,361       |
        | 1997       19.40               28,440             552       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $19.90            1,673,484       $  33,294       |
                | 1997       19.11              108,003           2,064       |
                | 10/1/97    18.96                   --              --       |
                |-------------------------------------------------------------|

EQUITY INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.94              257,646        $  5,652       |
| 1997       20.55               26,372             542       |
| 10/1/97    20.55                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.61              207,605        $  4,486       |
        | 1997       20.28               13,243             269       |
        | 10/1/97    20.29                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.26              713,431       $  15,164       |
                | 1997       19.97               35,002             699       |
                | 10/1/97    19.99                   --              --       |
                |-------------------------------------------------------------|

RISING DIVIDENDS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.61            1,802,632       $  40,757       |
| 1997       20.09               50,068           1,006       |
| 10/1/97    19.30                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.43            1,454,269       $  32,624       |
        | 1997       19.96               34,332             685       |
        | 10/1/97    19.19                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.22            4,169,562       $  92,659       |
                | 1997       19.81              169,648           3,360       |
                | 10/1/97    19.05                   --              --       |
                |-------------------------------------------------------------|

                                     A2
CAPITAL GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  17.01            1,393,674       $  23,707       |
| 1997       15.41              101,866           1,569       |
| 10/1/97    15.99                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.94            1,251,474       $  21,197       |
        | 1997       15.36              160,843           2,471       |
        | 10/1/97    15.95                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.87            2,660,020       $  44,867       |
                | 1997       15.32              246,159           3,772       |
                | 10/1/97    15.92                   --              --       |
                |-------------------------------------------------------------|

GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  16.29            1,521,473       $  24,792       |
| 1997       13.03               97,853           1,275       |
| 10/1/97    15.18                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $16.22              797,510       $  12,940       |
        | 1997       12.99               34,329             446       |
        | 10/1/97    15.14                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $16.16            2,265,343       $  36,602       |
                | 1997       12.96              226,700           2,938       |
                | 10/1/97    15.10                   --              --       |
                |-------------------------------------------------------------|

VALUE EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  18.31              491,538        $  8,998       |
| 1997       18.28               28,327             518       |
| 10/1/97    18.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $18.20              470,129        $  8,556       |
        | 1997       18.20               40,454             736       |
        | 10/1/97    18.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $18.06            1,161,575       $  20,974       |
                | 1997       18.09              117,054           2,117       |
                | 10/1/97    18.67                   --              --       |
                |-------------------------------------------------------------|

RESEARCH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.89            1,882,609       $  43,093       |
| 1997       18.87               58,635           1,106       |
| 10/1/97    19.33                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.73            1,664,084       $  37,830       |
        | 1997       18.77               29,908             561       |
        | 10/1/97    19.24                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.59            3,540,785       $  79,977       |
                | 1997       18.67              154,878           2,892       |
                | 10/1/97    19.15                   --              --       |
                |-------------------------------------------------------------|

                                     A3
CAPITAL APPRECIATION
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  24.50              552,738       $  13,542       |
| 1997       22.05               12,122             267       |
| 10/1/97    21.95                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $24.26              436,641        $ 10,591       |
        | 1997       21.87               20,531             449       |
        | 10/1/97    21.78                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $23.98              999,496       $  23,892       |
                | 1997       21.65               66,918           1,449       |
                | 10/1/97    21.57                   --              --       |
                |-------------------------------------------------------------|

MID-CAP GROWTH
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  22.43              871,756       $  19,550       |
| 1997       18.52               35,953             666       |
| 10/1/97    18.94                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $22.31              523,815       $  11,688       |
        | 1997       18.45               13,732             253       |
        | 10/1/97    18.88                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $22.17            1,207,879       $  26,779       |
                | 1997       18.36               48,168             885       |
                | 10/1/97    18.79                   --              --       |
                |-------------------------------------------------------------|

STRATEGIC EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.23              291,183       $   4,143       |
| 1997       14.31               13,199             189       |
| 10/1/97    14.14                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.16              162,917        $  2,307       |
        | 1997       14.26               15,985             228       |
        | 10/1/97    14.10                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $14.07              748,842       $  10,538       |
                | 1997       14.20               49,579             704       |
                | 10/1/97    14.04                   --              --       |
                |-------------------------------------------------------------|

SMALL CAP
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  15.37            1,029,412       $  15,820       |
| 1997       12.88               58,584             755       |
| 10/1/97    13.85                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $15.30              594,716        $  9,098       |
        | 1997       12.84               20,111             258       |
        | 10/1/97    13.82                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $15.23            1,273,236       $  19,390       |
                | 1997       12.81               99,963           1,280       |
                | 10/1/97    13.78                   --              --       |
                |-------------------------------------------------------------|

                                     A4
REAL ESTATE
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  21.74              196,372        $  4,270       |
| 1997       25.48               10,718             273       |
| 10/1/97    25.25                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $21.42              112,984        $  2,420       |
        | 1997       25.14                8,060             203       |
        | 10/1/97    24.92                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $21.07              408,418        $  8,604       |
                | 1997       24.76               44,523           1,102       |
                | 10/1/97    24.56                   --              --       |
                |-------------------------------------------------------------|

HARD ASSETS
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  14.28               50,015         $   714       |
| 1997       20.57                4,291              88       |
| 10/1/97    24.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $14.07               33,342         $   469       |
        | 1997       20.29                4,830              98       |
        | 10/1/97    23.68                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $13.84              205,654        $  2,846       |
                | 1997       19.99               10,671             213       |
                | 10/1/97    23.34                   --              --       |
                |-------------------------------------------------------------|

DEVELOPING WORLD
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $ 7.28              131,499         $   958       |
| 2/19/98    10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $ 7.27               31,253         $   227       |
        | 2/19/98    10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $ 7.26              111,256         $   808       |
                | 2/19/98       --                   --              --       |
                |-------------------------------------------------------------|

PIMCO HIGH YIELD BOND
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $10.08              872,132        $  8,791       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.07              424,746        $  4,277       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.06            1,487,999       $  14,969       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|

                                     A5
PIMCO STOCKSPLUS GROWTH AND INCOME
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998      $11.11              883,763        $  9,820       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $11.10              467,386        $  5,188       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $11.09            1,878,277       $  20,828       |
                | 5/1/98     10.00                   --              --       |
                |-------------------------------------------------------------|

INTERNATIONAL EQUITY
[3-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                  |
|-------------------------------------------------------------|
|                             TOTAL # OF                      |
|                            ACCUMULATION                     |
|            AUV AT            UNITS AT          TOTAL        |
|          YEAR END (AND     YEAR END (AND       AUV AT       |
|         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
|         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|-------------------------------------------------------------|
| 1998    $  10.29            1,067,090       $  10,979       |
| 1997        9.90               38,652             383       |
| 10/1/97    11.57                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET DEATH BENEFIT               |
        |-------------------------------------------------------------|
        |                             TOTAL # OF                      |
        |                            ACCUMULATION                     |
        |            AUV AT            UNITS AT          TOTAL        |
        |          YEAR END (AND     YEAR END (AND       AUV AT       |
        |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
        |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
        |-------------------------------------------------------------|
        | 1998      $10.32              680,862        $  7,025       |
        | 1997        9.95               36,098             359       |
        | 10/1/97    11.62                   --              --       |
        |-------------------------------------------------------------|

                |-------------------------------------------------------------|
                |               7% SOLUTION ENHANCED DEATH BENEFIT            |
                |-------------------------------------------------------------|
                |                             TOTAL # OF                      |
                |                            ACCUMULATION                     |
                |            AUV AT            UNITS AT          TOTAL        |
                |          YEAR END (AND     YEAR END (AND       AUV AT       |
                |         AT BEGINNING OF   AT BEGINNING OF     YEAR END      |
                |         FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
                |-------------------------------------------------------------|
                | 1998      $10.27            1,736,702       $  17,844       |
                | 1997        9.92               72,955             724       |
                | 10/1/97    11.60                   --              --       |
                |-------------------------------------------------------------|

                                     A6
MARKET VALUE ADJUSTMENT EXAMPLES

`EXAMPLE #1: FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is requested
3 years into the guaranteed interest period; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 8%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $11,535

   Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $112,695 ( $124,230 - $11,535 ).

EXAMPLE #2: FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is requested
3 years into the guaranteed interest period; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^  2,555 / 365  - 1 ) = $4,141

   Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $124,230 ( $124,230 + $4,141 ).

EXAMPLE #3: WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a withdrawal of $112,695 is
requested 3 years into the guaranteed interest period; that the
then Index Rate ("J") for a 7 year guaranteed interest period is 8%;
and that no prior transfers or withdrawals affecting this Fixed
Interest Allocation have been made.

                                  B1
First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

   1. The contract value of the Fixed Interest Allocation on the date of
      withdrawal is $248,459
      ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      ( $112,695 / ( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $124,230

   Then calculate the Market Value Adjustment on that amount.

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^  2,555 / 365  - 1 ) = $11,535

   Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $112,695 as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $112,695, and also reduced by the Market
Value Adjustment of $11,535, for a total reduction in the Fixed Interest
Allocation of $124,230.

EXAMPLE #4: WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate of 7%; that a withdrawal of $128,371 requested 3
years into the guaranteed interest period; that the then Index Rate ("J")
for a 7 year guaranteed interest period is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

   First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

   1. The contract value of Fixed Interest Allocation on the date of
      surrender is $248,459 ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      ( $128,371 / ( 1.07 / 1.0650 ) ^  2,555 / 365 ) = $124,230

   Then calculate the Market Value Adjustment on that amount

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^  2,555 / 365  - 1 ) = $4,141

   Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $128,371, as requested. The Fixed Interest Allocation will be
reduced by the amount of the withdrawal, $128,371, but increased by the Market
Value Adjustment of $4,141, for a total reduction in the Fixed Interest
Allocation of $124,230.

                                  B2
APPENDIX C

            SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $10,000
and additional premium payments of $10,000 in each of the second and
third contract years, for total premium payments under the Contract of
$30,000.  It also assumes a withdrawal at the beginning of the fifth
contract year of 15% of the contract value of $35,000.

In this example, $3,500 ($35,000 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 $5,250 ($35,000 x
 .15).  Therefore, $1,750 ($5,250 - $3,500) is considered an excess
withdrawal of a part of the initial premium payment of $10,000 and
would be subject to a 7% surrender charge of $122.50 ($1,750 x .07).
This example does not take into account any Market Value Adjustment or
deduction of any premium taxes.

                                  C1
ING VARIABLE ANNUITIES

                GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a stock company domiciled in
                               Delaware

106296  [02/00]
PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The following provisions regarding the Indemnification of
Directors and Officers of the Registrant are applicable:

     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
     INCORPORATORS

     Delaware General Corporation Law, Title 8, Section 145
     provides that corporations incorporated in Delaware may
     indemnify their officers, directors, employees or agents
     for threatened, pending or past legal action by reason
     of the fact he/she is or was a director, officer,
     employee or agent.  Such indemnification is provided for
     under the Company's By-Laws under Article VI.
     Indemnification includes all liability and loss suffered
     and expenses (including attorneys' fees) reasonably
     incurred by such indemnity.  Prepayment of expenses is
     permitted, however, reimbursement is required if it is
     ultimately determined that indemnification should not
     have been given.

     DIRECTORS' AND OFFICERS' INSURANCE

     The directors, officers, and employees of the
     registrant, in addition to the indemnifications
     described above, are indemnified through the blanket
     liability insurance policy of Registrant's ultimate
     parent, ING Groep, N.V., or directly by Equitable of
     Iowa Companies, Inc. for liabilities not covered through
     the indemnification provided under the By-Laws.

     SECURITIES AND EXCHANGE COMMISSION POSITION ON
     INDEMNIFICATION

     Insofar as indemnification for liabilities arising under
     the Securities Act of 1933 may be permitted to
     directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the
     opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in
     the Act and is, therefore, unenforceable.  In the event
     that a claim for indemnification against such
     liabilities (other than the payment by the Registrant of
     expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted
     by such director, officer or controlling person in
     connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel
     the matter has been settled by controlling precedent,
     submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against
     public policy as expressed in the Act and will be
     governed by the final adjudication of such issue.
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  EXHIBITS.

     1    Underwriting Agreement Between Golden American Life
           Insurance Company and Directed Services, Inc. (1)

     3(a) (i)   Restated Certificate of Incorporation of Golden
                 American Life Insurance Company. (4)
          (ii)  Certificate of Amendment of the Restated Articles of
                 Incorporation of Golden American Life Insurance
                 Company. (4)

     3(b) By-Laws of Golden American Life Insurance Company. (4)

     3(c) Resolution of Board of Directors for Powers of Attorney. (4)

     4(a) Individual Deferred Variable and Fixed Annuity
           Contract. (4)

     4(b) Group Deferred Variable and Fixed Annuity Contract. (4)

     4(c) Individual Deferred Variable Annuity Contract. (4)

     4(d) Individual Retirement Annuity Rider Page. (1)

     4(e) Individual Deferred Combination Variable and Fixed
           Annuity Application. (6)

     4(f) Group Deferred Combination Variable and Fixed
           Annuity Enrollment Form. (6)

     4(g) Individual Deferred Variable Annuity Application. (6)

     4(h) Roth Individual Retirement Annuity Rider. (2)

     4(i) Schedule Page to the Premium Plus Contract featuring
          The Galaxy VIP Fund. (5)

     4(j)  Minimum Guaranteed Accumulation Benefit Rider. (6)

     4(k)  Minimum Guaranteed Income Benefit Rider. (6)

     4(l)  Minimum Guaranteed Withdrawal Benefit Rider. (6)

     4(m)  Death Benefit Endorsement No.1 (7% Solution Enhanced). (6)

     4(n)  Death Benefit Endorsement No.2 (Ratchet Enhanced).(6)

     4(o)  Death Benefit Endorsement No.3 (Standard).(6)

     4(p)  Death Benefit Endorsement No.4 (Max 7).(6)

     5    Opinion and Consent of Myles R. Tashman, Esq.

    10(a) Administrative Services Agreement between Golden American
           and Equitable Life Insurance Company of Iowa. (3)

    10(b) Service Agreement between Golden American Life Insurance
           Company and Directed Services, Inc. (3)

    10(c) Service Agreement between Golden American Life Insurance
           Company and EISI. (3)

    10(d) Asset Management Agreement between Golden American and
           ING Investment Management LLC. (4)

    10(e) Reciprocal Loan Agreement between Golden American and
           ING America Insurance Holdings, Inc. (4)

    10(f) Revolving Note Payable between Golden American and
           SunTrust Bank.  (4)

    10(g) Participation Agreement between Golden American Life Insurance
           Company and Warburg Pincus Trust. (4)

    10(h) Participation Agreement between Golden American Life Insurance
           Company and PIMCO Variable Insurance Trust. (4)

    10(i) Participation Agreement between Golden American Life
           Insurance Company and The Galaxy VIP Fund. (5)

    10(j) Surplus Note between Golden American and First Columbine
           Life Insurance Company.

    10(k) Surplus Note between Golden American and Equitable
           Life Insurance Company of Iowa.

    23(a) Consent of Sutherland Asbill & Brennan LLP.

    23(b) Consent of Ernst & Young LLP, independent auditors.

    23(c) Consent of Myles R. Tashman, included together with Opinion
           of Myles R. Tashman, Esq. in Exhibit 5 to this Registration
           Statement.

    24    Powers of Attorney.

    27    Financial Data Schedule.
(1)  Incorporated herein by reference to Amendment No. 1 to Registrant's
     Registration Statement on form S-1 for Golden American Life Insurance
     Company filed with the Securities and Exchange Commission on
     September 24, 1997 (File No. 333-28743).

(2)  Incorporated herein by reference to Amendment No. 2 to Registrant's
     Registration Statement on form S-1 for Golden American Life Insurance
     Company filed with the Securities and Exchange Commission on February
     12, 1998 (File No. 333-28743).

(3)  Incorporated herein by reference to Amendment No. 3 to  Registrant's
     Registration Statement on form S-1 for Golden American Life Insurance
     Company filed with the Securities and Exchange Commission on April 30,
     1998 (File No. 333-28743).

(4)  Incorporated herein by reference to Registrant's Registration
     Statement on form S-1 for Golden American Life Insurance Company
     filed with the Securities and Exchange Commission on April 23, 1999
     (File No. 333-76945).

(5)  Incorporated herein by reference to Registrant's Registration
     Statement on form S-1 for Golden American Life Insurance Company
     filed with the Securities and Exchange Commission on September 24, 1999
     (File No. 333-76945).

(5)  Incorporated herein by reference to Registrant's Registration
     Statement on form S-1 for Golden American Life Insurance Company
     filed with the Securities and Exchange Commission on December 2, 1999
     (File No. 333-76945).
(b)  FINANCIAL STATEMENT SCHEDULE.

     (1)   All financial statements are included in the Prospectus
           or Statement of Additional Information as indicated therein
     (2)   Schedules I, III and IV follow. All other schedules to the
           consolidated financial statements required by Article 7 of
           Regulation S-X are omitted because they are not applicable
           or because the information is included elsewhere in the
           consolidated financial statements or notes thereto.
Balance
                                                                          Sheet
December 31, 1998                            Cost 1         Value        Amount
_______________________________________________________________________________
TYPE OF INVESTMENT
Fixed maturities, available for sale:
 Bonds:
  United States government and govern-
   mental agencies and authorities         $13,568       $13,742       $13,742
  Foreign governments                        2,028         2,036         2,036
  Public utilities                          67,710        67,809        67,809
  Corporate securities                     365,569       367,489       367,489
  Other asset-backed securities             99,877        99,112        99,112
  Mortgage-backed securities               191,020       191,797       191,797
                                        ___________   ___________   ___________
  Total fixed maturities, available
   for sale                                739,772       741,985       741,985

Equity securities:
 Common stocks:  industrial, miscel-
  laneous and all other                     14,437        11,514        11,514

Mortgage loans on real estate               97,322                      97,322
Policy loans                                11,772                      11,772
Short-term investments                      41,152                      41,152
                                        ___________                 ___________
Total investments                         $904,455                    $903,745
                                        ===========                 ===========
Note 1:  Cost is defined as original cost for common stocks, amortized cost
         for bonds and short-term investments, and unpaid principal for
         policy loans and mortgage loans on real estate, adjusted for
         amortization of premiums and accrual of discounts.
SCHEDULE III
                     SUPPLEMENTARY INSURANCE INFORMATION
                          (Dollars in thousands)
Column             Column      Column     Column    Column    Column
            A                  B           C          D          E         F
________________________________________________________________________________
                                            Future
                                            Policy               Other
                                  De-    Benefits,              Policy
                               ferred      Losses,              Claims    Insur-
                               Policy       Claims      Un-        and      ance
                               Acqui-          and   earned      Bene-  Premiums
                               sition         Loss  Revenue       fits       and
Segment                         Costs     Expenses  Reserve    Payable   Charges
________________________________________________________________________________
                                         POST-MERGER
________________________________________________________________________________
Year ended December 31, 1998:

Life insurance              $204,979     $881,112   $3,840         --   $39,119

Period October 25, 1997
 through December 31, 1997:

Life insurance                12,752      505,304    1,189        $10     3,834

                                      POST-ACQUISITION
________________________________________________________________________________
Period January 1, 1997
 through October 24, 1997:

Life insurance                   N/A          N/A      N/A        N/A    18,288

Period August 14, 1996
 through December 31, 1996:

Life insurance                11,468      285,287    2,063         --     8,768

                                      PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
 through August 13, 1996:

Life insurance                   N/A          N/A      N/A        N/A    12,259
SCHEDULE III
                  SUPPLEMENTARY INSURANCE INFORMATION - CONTINUED
                             (Dollars in thousands)
Column             Column      Column     Column    Column    Column
            A                  G           H          I          J         K
________________________________________________________________________________

                                                     Amorti-
                                          Benefits    zation
                                           Claims,        of
                                            Losses  Deferred
                                  Net          and    Policy     Other
                              Invest-      Settle-    Acqui-    Opera-
                                 ment         ment    sition      ting  Premiums
Segment                        Income     Expenses     Costs Expenses*   Written
________________________________________________________________________________
                                         POST-MERGER
________________________________________________________________________________
Year ended December 31, 1998:

Life insurance               $42,485      $96,968   $5,148   ($26,406)        --

Period October 25, 1997
 through December 31, 1997:

Life insurance                 5,127        7,413      892      1,137         --

                                      POST-ACQUISITION
________________________________________________________________________________
Period January 1, 1997
 through October 24, 1997:

Life insurance                21,656       19,401    1,674     20,234         --

Period August 14, 1996
 through December 31, 1996:

Life insurance                 5,795        7,003      244      8,066         --

                                      PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
 through August 13, 1996:

Life insurance                 4,990        5,270    2,436      8,847         --
*This includes policy acquisition costs deferred for first year
 commissions and interest bonuses, extra credit bonuses and other
 expenses related to the production of new business.  The cost
 related to first year interest bonuses and the extra credit bonus
 are included in benefits claims, losses and settlement expenses.
SCHEDULE IV
                                 REINSURANCE
Column A                Column B       Column C  Column D     Column E Column F
_______________________________________________________________________________
                                                                        Percen-
                                                  Assumed               tage of
                                       Ceded to      from                Amount
                           Gross          Other     Other          Net  Assumed
                          Amount      Companies Companies       Amount   to Net
_______________________________________________________________________________
At December 31, 1998:
 Life insurance in
  force            $181,456,000   $111,552,000        --  $69,904,000       --
                   ============= ============== ========= ============ ========

 At December 31, 1997:
 Life insurance in
  force            $149,842,000    $96,686,000        --  $53,156,000       --
                   ============= ============== ========= ============ ========
 At December 31, 1996:
 Life insurance in
  force             $86,192,000    $58,368,000        --  $27,824,000       --
                   ============= ============== ========= ============ ========
ITEM 17.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this
     registration statement:

        (i)  To include any prospectus required by Section
             10(a)(3) of the Securities Act of 1933;

       (ii)  To reflect in the prospectus any facts or
             events arising after the effective date of the
             registration statement (or the most recent post-
             effective amendment thereof) which,
             individually or in the aggregate, represent a
             fundamental change in the information set forth
             in the registration statement; and

      (iii)  To include any material information with
             respect to the plan of distribution not
             previously disclosed in the registration
             statement or any material change to such
             information in the registration statement.

(2)  That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration
     statement relating to the securities offered therein,
     and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which
     remain unsold at the termination of the offering.

(4)  That, for purposes of determining any liability under
     the Securities Act of 1933, each filing of the
     registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Securities Exchange Act of 1934
     (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d)
     of the Securities Exchange Act of 1934) that is
     incorporated by reference in the registration statement
     shall be deemed to be a new registration statement
     relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
SIGNATURES

As  required  by  the Securities Act of 1933 and the Investment Company Act
of  1940,  the Registrant  certifies  that  it  meets  the  requirements of
Securities Act Rule 485(b) for effectiveness of this Registration Statement
and has caused  this Registration  Statement to  be signed on its behalf in
the City of West Chester, and Commonwealth of Pennsylvania, on the 26th day
of January, 2000.

                                     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 January 26, 2000.

Signature                          Title

                              President and Director
--------------------
Barnett Chernow*

                              Senior Vice President and
--------------------          Chief Financial Officer
E. Robert Koster*

                DIRECTORS OF DEPOSITOR

-----------------------
Myles R. Tashman*

-----------------------
Michael W. Cunningham*

-----------------------
Phillip R. Lowery*

-----------------------
Mark A. Tullis*

       By: /s/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 #
5         Opinion and Consent of Myles R. Tashman, Esq.          EX-5

10(j)     Surplus Note between Golden American and First         EX-10.J
          Columbine Life Insurance Company

10(k)     Surplus Note between Golden American and Equitable     EX-10.K
          Life Insurance Company of Iowa

23(a)     Consent of Sutherland Asbill & Brennan LLP             EX-23.A

23(b)     Consent of Ernst & Young LLP, Independent Auditors     EX-23.B

24        Powers of Attorney                                     EX-24

27        Financial Data Schedule                                EX-27