UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (date of earliest event reported) January 2, 2004
                                                 ---------------


                   ING USA Annuity and Life Insurance Company
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Iowa     333-104539, 333-104546, 333-57212, 333-104548, 333-104547    41-0991508
--------------------------------------------------------------------------------
(State or other       (Commission File Number)                  (IRS employer
jurisdiction of                                              identification no.)
incorporation)


1475 Dunwoody Drive, West Chester, Pennsylvania                      19380-1478
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip code)

Registrant's telephone number, including area code (610) 425-3400
                                                   --------------

                     Golden American Life Insurance Company
--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


<PAGE>
                                      INDEX

<TABLE>
<CAPTION>

<S>       <C>                                                              <C>

                                                                           Page
                                                                           ----

Item 2.   Acquisition or Disposition of Assets                               3

Item 5.   Other Events                                                       3

Item 7.   Financial Statements and Exhibits                                  5

          (a) Financial Statements of Business Acquired                      5
          (b) Pro Forma Financial Information in Accordance
              with Accounting  Principles Generally Accepted
              in the United States of America                                5
          (c) Exhibits                                                      14

</TABLE>

<PAGE>

Item 2.   Acquisition or Disposition of Assets

          On January  1, 2004 (the  "merger  date"),  Equitable  Life  Insurance
          Company of Iowa  ("ELIC"),  USG Annuity & Life  Company  ("USG"),  and
          United  Life  &  Annuity   Insurance   Company  ("ULA")  (the  "Merger
          Companies"),  merged  with and into  Golden  American  Life  Insurance
          Company  ("Golden").  Also on January 1, 2004,  immediately  after the
          merger,  Golden changed its name to ING USA Annuity and Life Insurance
          Company  ("ING  USA" or the  "Company").  As of the merger  date,  the
          Merger  Companies  ceased to exist and were  succeeded by the Company.
          ING USA is domiciled in Iowa and is a wholly-owned  subsidiary of Lion
          Connecticut   Holdings  Inc.,  which  is  an  indirect,   wholly-owned
          subsidiary  of ING Groep N.V.  ("ING"),  a global  financial  services
          holding company based in The Netherlands.

          Statement  of  Financial   Accounting   Standards  No.  141,  Business
          Combinations,  excludes transfers of net assets or exchanges of shares
          between  entities  under  common  control,   and  notes  that  certain
          provisions under Accounting  Principles Board Opinion No. 16, Business
          Combinations  ("APB  16"),  provide  a  source  of  guidance  for such
          transactions.  In accordance with APB 16, financial information of the
          combined  entity is presented as if the entities had been combined for
          the full year, and all comparative  financial  statements are restated
          and presented as if the entities had previously  been  combined,  in a
          manner similar to a pooling-of-interests.

          Prior  to the  merger  date,  the  Merger  Companies  were  affiliated
          companies of ING USA and indirect,  wholly-owned  subsidiaries of ING.
          ELIC was  domiciled in Iowa and offered  various  insurance  products,
          including deferred and immediate  annuities,  variable annuities,  and
          interest  sensitive  and  traditional  life  insurance.  ULA was  also
          domiciled in Iowa and  primarily  offered  annuity  related  insurance
          products, as well as life and health insurance that was ceded to other
          insurers.  USG was domiciled in Oklahoma and offered various insurance
          products, including deferred fixed annuities, immediate annuities, and
          interest-sensitive life insurance.

          Each  Board of  Directors  and each  sole  shareholder  of the  Merger
          Companies  and the  Board of  Directors  and sole  shareholder  of the
          Company  approved the merger plan on June 25, 2003 (see Exhibit 99.8).
          The State of Iowa  Insurance  Division and the Department of Insurance
          of the State of Oklahoma also approved the merger.


Item 5.   Other Events

          Golden was renamed from "Golden  American Life  Insurance  Company" to
          "ING USA Annuity and Life Insurance Company." The name change occurred
          immediately  after  the  merger  of ELIC,  USG,  and ULA with and into
          Golden, with the Company remaining as the surviving  corporation under
          the name ING USA Annuity and Life Insurance Company.


                                        3
<PAGE>

          The Company,  formerly a Delaware insurance company, changed its state
          of domicile from Delaware to Iowa and became an Iowa insurance company
          immediately  prior to the merger of ELIC,  USG, and ULA, with and into
          Golden. On July 16, 2003, the Insurance  Division of the State of Iowa
          approved the Restated Articles of Incorporation, effectively approving
          the   re-domestication  of  the  Company.   The  re-domestication  was
          effective on January 1, 2004.


                                        4
<PAGE>

Item 7.   Financial Statements and Exhibits

          (a)  Financial Statements of Businesses Acquired

               Included are the  financial  statements  of ELIC (the survivor to
               the merger with Ameribest Life Insurance  Company,  an affiliate,
               on January 1, 2003),  USG, and ULA,  prepared in conformity  with
               statutory accounting principles ("SAP") (financial statements for
               these entities were not historically  prepared in conformity with
               accounting  principles generally accepted in the United States of
               America  ("GAAP")).  These statements  include audited  statutory
               basis financial  statements for the years ended December 31, 2002
               and  2001,  as  well  as  unaudited   statutory  basis  financial
               statements  for the nine  months  ended  September  30,  2003 and
               September  30, 2002  (financial  statements  for the three months
               ended September 30 are not required for statutory purposes).

               See (c) Exhibits for financial statements.

          (b)  Pro Forma  Financial  Information in Accordance  with  Accounting
               Principles Generally Accepted in the United States of America

               Unaudited Pro Forma  Condensed  Consolidated  Balance Sheet as of
                 September  30, 2003
               Unaudited Pro Forma Condensed  Consolidated  Statements of Income
                 for the Nine Months Ended September 30, 2003 and 2002
               Unaudited Pro Forma Condensed  Consolidated  Statements of Income
                 for the Years Ended December 31, 2002, 2001, and 2000
               Notes to Unaudited  Pro Forma  Condensed  Consolidated  Financial
                 Statements  as of September  30,  2003,  and  for  the  periods
                 ended  December 31, 2002,  2001,  and 2000, and  September 30,
                 2003 and 2002

               The  following   unaudited  pro  forma   condensed   consolidated
               financial  information  is  based  on  the  historical  financial
               statements of ING USA, ELIC,  USG, and ULA, and has been prepared
               to  illustrate  the effects of the merger of ELIC,  USG, and ULA,
               with  and  into  Golden.   The  unaudited  pro  forma   condensed
               consolidated  financial information is presented for illustration
               purposes only, and is not necessarily indicative of the operating
               results or  financial  position  that would have  occurred if the
               merger had been consummated,  nor is it necessarily indicative of
               future   operating   results  or   financial   position   of  the
               consolidated company.


                                        5
<PAGE>

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 2003
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                          <C>            <C>           <C>           <C>        <C>                 <C>

                                                                                                        Pro Forma       Pro Forma
(Millions)                                      ING USA         ELIC          USG          ULA         Adjustments     Consolidated
                                             -------------  ------------  ------------  ---------  -----------------   -------------
Assets
Investments:
  Fixed maturities, available for sale,
    at fair value                            $    5,458.8   $   3,800.2   $   6,337.5   $  611.7   $        -          $   16,208.2
  Equity securities, at fair value:
    Common stock                                        -          20.5             -          -            -                  20.5
    Preferred stock                                     -           0.4           1.3          -            -                   1.7
    Investment in mutual funds                        9.3         120.0             -          -            -                 129.3
    Investment in subsidiaries                          -       1,878.8             -          -     (1,878.8)(1)                 -
    Mortgage loans on real estate                   770.3         954.3       1,501.3       38.0            -               3,263.9
    Real estate                                         -           3.0           3.7          -            -                   6.7
    Policy loans                                     17.2         127.9          31.9        0.9            -                 177.9
    Short-term investments                              -         127.2          22.0          -            -                 149.2
    Other investments                                26.6         207.0         (77.3)       8.4       (135.0)(2)              29.7
                                             -------------  ------------  ------------  ---------  -----------------   -------------
Total investments                                 6,282.2       7,239.3       7,820.4      659.0     (2,013.8)             19,987.1

Cash and cash equivalents                            55.5          22.3         570.7        2.0            -                 650.5
Accrued investment income                            64.5          48.5          77.8        7.0            -                 197.8
Reinsurance recoverable                              14.3           6.4           0.7          -            -                  21.4
Receivable for securities sold                       21.7          37.5          58.1       14.9            -                 132.2
Deferred policy acquisition costs                   796.9         791.5         145.8        2.8            -               1,737.0
Value of business acquired                            8.7          70.2          33.8        3.3            -                 116.0
Other assets                                         16.2           9.4           1.4       (0.1)           -                  26.9
Assets held in separate accounts                 14,692.5         980.4             -       60.8            -              15,733.7
                                             -------------  ------------  ------------  ---------  -----------------   -------------
Total assets                                 $   21,952.5   $   9,205.5   $   8,708.7   $  749.7   $ (2,013.8)         $   38,602.6
                                             =============  ============  ============  =========  =================   =============

Liabilities and Shareholder's Equity
Policy liabilities and accruals:
  Future policy benefits and
    claims reserves                          $    5,395.9   $   5,449.0   $   7,266.4   $  577.5   $        -          $   18,688.8
Notes to affiliates                                 170.0             -             -          -       (135.0)(2)              35.0
Due to affiliates                                     9.1          22.2          20.7        1.3            -                  53.3
Payables for securities purchased                    42.4          66.6          83.3       14.8            -                 207.1
Borrowed money                                      111.0         207.8         784.6          -            -               1,103.4
Current income taxes                                 22.2         (19.3)        (22.4)      (1.7)           -                 (21.2)
Deferred income taxes                               129.3         (75.2)        (47.8)      (8.9)           -                  (2.6)
Other liabilities                                    36.4          99.4          88.8        1.7            -                 226.3
Liabilities related to separate accounts         14,692.5         980.4             -       60.7            -              15,733.6
                                             -------------  ------------  ------------  ---------  -----------------   -------------
Total liabilities                                20,608.8       6,730.9       8,173.6      645.4       (135.0)             36,023.7
                                             -------------  ------------  ------------  ---------  -----------------   -------------
Shareholder's equity
  Common stock                                        2.5           5.0           2.5        8.4        (15.9)(1)(3)            2.5
  Additional paid-in capital                      1,358.4       3,600.3       1,468.2      188.7     (2,815.7)(1)(3)        3,799.9
  Accumulated other comprehensive income             77.0         289.7         130.6       13.6       (207.6)(1)             303.3
  Retained deficit                                  (94.2)     (1,420.4)     (1,066.2)    (106.4)     1,160.4 (1)          (1,526.8)
                                             -------------  ------------  ------------  ---------  -----------------   -------------
Total shareholder's equity                        1,343.7       2,474.6         535.1      104.3     (1,878.8)              2,578.9
                                             -------------  ------------  ------------  ---------  -----------------   -------------
Total liabilities and shareholder's equity   $   21,952.5   $   9,205.5   $   8,708.7   $  749.7   $ (2,013.8)         $   38,602.6
                                             =============  ============  ============  =========  =================   =============
</TABLE>


                                        6
<PAGE>



Unaudited Pro Forma Condensed Consolidated Statement of Income for the
9 Months Ended September 30, 2003
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                          <C>            <C>           <C>          <C>            <C>              <C>

                                                                                                        Pro Forma        Pro Forma
(Millions)                                      ING USA         ELIC          USG          ULA         Adjustments     Consolidated
                                             -------------  ------------  -----------  -----------  ----------------   -------------
Revenue:
  Premiums                                   $          -   $      20.6   $      0.7   $        -   $         -        $       21.3
  Fee income                                        221.2          35.6         11.2          1.8             -               269.8
  Net investment income                             167.8         221.1        345.9         27.3          (7.6)(2)           754.5
  Net realized capital gains (losses)                87.8          (1.5)        (0.6)         8.9             -                94.6
  Other income (loss)                                (0.1)          6.3          1.0            -             -                 7.2
                                             -------------  ------------  -----------  -----------  ----------------   -------------
Total revenue                                       476.7         282.1        358.2         38.0          (7.6)            1,147.4
                                             -------------  ------------  -----------  -----------  ----------------   -------------
Benefits, losses and expenses:
  Benefits:
    Interest credited and other
      benefits to policyholders                     271.7         226.0        276.3         20.0             -               794.0
  Underwriting, acquisition, and
    insurance expenses:
      General expenses                               81.7          45.0         26.2          2.4             -               155.3
      Commissions                                   175.2          26.6         34.1          0.4             -               236.3
      Policy acquisition costs deferred            (150.3)       (151.3)       (43.3)        (0.3)            -              (345.2)
  Amortization of deferred policy
     acquisition costs and value of
     business acquired                              129.9          56.1         44.5          5.7             -               236.2
  Other:
    Expense and charges reimbursed
      under modified coinsurance agreements         (88.8)         89.3            -            -             -                 0.5
    Interest expense                                 10.3           5.0          4.6            -          (7.6)(2)            12.3
                                             -------------  ------------  -----------  -----------  ----------------   -------------
Total benefits, losses and expenses                 429.7         296.7        342.4         28.2          (7.6)            1,089.4
                                             -------------  ------------  -----------  -----------  ----------------   -------------
Income (loss) before income taxes                    47.0         (14.6)        15.8          9.8             -                58.0
Income tax expense (benefit)                          7.3          (5.6)         5.5          3.4             -                10.6
Equity in subsidiaries                                  -          50.0            -            -         (50.0)(4)               -
                                             -------------  ------------  -----------  -----------  ----------------   -------------
Net income (loss)                            $       39.7   $      41.0   $     10.3   $      6.4   $     (50.0)       $       47.4
                                             =============  ============  ===========  ===========  ================   =============
</TABLE>

                                        7

<PAGE>

Unaudited Pro Forma Condensed Consolidated Statement of Income for the
9 Months Ended September 30, 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                          <C>            <C>           <C>          <C>          <C>                <C>

                                                                                                        Pro Forma       Pro Forma
(Millions)                                      ING USA         ELIC          USG          ULA         Adjustments     Consolidated
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Revenue:
  Premiums                                   $          -   $      23.4   $      0.9   $        -   $         -        $       24.3
  Fee income                                        167.3          42.0         16.1          3.0             -               228.4
  Net investment income                             132.3         162.9        293.8         33.3          (9.6)(2)           612.7
  Net realized capital gains (losses)                 0.4         (34.3)       (55.2)        (6.9)            -               (96.0)
  Other income (loss)                                   -           6.3          2.0            -             -                 8.3
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total revenue                                       300.0         200.3        257.6         29.4          (9.6)              777.7
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Benefits, losses and expenses:
  Benefits:
    Interest credited and other
      benefits to policyholders                     212.1         178.3        274.2         20.3             -               684.9
  Underwriting, acquisition, and
    insurance expenses:
      General expenses                              106.1          36.2         24.4          1.2             -               167.9
      Commissions                                   239.8          33.7         60.3          0.4             -               334.2
      Policy acquisition costs deferred            (242.9)       (145.3)       (66.2)           -             -              (454.4)
  Amortization of deferred policy
    acquisition costs and value of
    business acquired                               129.2          72.5         36.3          3.4             -               241.4
  Other:
    Expense and charges reimbursed
      under modified coinsurance
      agreements                                    (77.6)         74.1            -            -             -                (3.5)
    Interest expense                                 12.7           5.1          4.6            -          (9.6)(2)            12.8
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total benefits, losses and expenses                 379.4         254.6        333.6         25.3          (9.6)              983.3
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Income (loss) before income taxes                   (79.4)        (54.3)       (76.0)         4.1             -              (205.6)
Income tax expense (benefit)                        (25.7)        (19.5)       (26.6)         1.4             -               (70.4)
Equity in subsidiaries                                  -        (103.1)           -            -         103.1(4)                -
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Income (loss) before cumulative effect
  of change in accounting principle          $      (53.7)  $    (137.9)  $    (49.4)  $      2.7   $     103.1        $     (135.2)
                                             =============  ============  ===========  ===========  =================  =============
</TABLE>


                                        8
<PAGE>

Unaudited Pro Forma Condensed Consolidated Statement of Income for the
Year Ended December 31, 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                          <C>            <C>           <C>          <C>          <C>                <C>

                                                                                                        Pro Forma        Pro Forma
(Millions)                                      ING USA         ELIC          USG          ULA         Adjustments     Consolidated
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Revenue:
  Premiums                                   $          -   $      30.2   $      1.1   $        -   $           -      $       31.3
  Fee income                                        204.0          54.0         20.0          3.7               -             281.7
  Net investment income                             197.7         249.7        416.6         44.1           (12.2)(2)         895.9
  Net realized capital gains (losses)                 4.2         (43.7)       (65.7)         2.1               -            (103.1)
  Other income (loss)                                 3.5          10.3          2.4          0.1               -              16.3
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total revenue                                       409.4         300.5        374.4         50.0           (12.2)          1,122.1
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Benefits, losses and expenses:
  Benefits:
    Interest credited and other
      benefits to policyholders                     276.5         246.0        370.5         26.8               -             919.8
  Underwriting, acquisition, and
    insurance expenses:
      General expenses                              139.7          46.5         33.0          1.0               -             220.2
      Commissions                                   288.7          41.5         71.7          0.6               -             402.5
      Policy acquisition costs deferred            (292.2)       (186.6)       (80.2)           -               -            (559.0)
  Amortization of deferred policy
    acquisition costs and value
    of business acquired                            127.8         126.0         44.5          3.8               -             302.1
  Other:
    Expense and charges reimbursed
      under modified coinsurance
      agreements                                   (104.9)        100.9            -            -               -              (4.0)
    Interest expense                                 16.0           6.9          6.1            -           (12.2)(2)          16.8
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total benefits, losses and expenses                 451.6         381.2        445.6         32.2           (12.2)          1,298.4
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Income (loss) before income taxes                   (42.2)        (80.7)       (71.2)        17.8               -            (176.3)
Income tax expense (benefit)                        (12.5)        (29.0)       (24.9)         6.2               -             (60.2)
Equity in subsidiaries                                  -         (76.0)           -            -            76.0(4)              -
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Income (loss) before cumulative effect
  of change in accounting principle          $      (29.7)  $    (127.7)  $    (46.3)  $     11.6   $        76.0      $    (116.1)
                                             =============  ============  ===========  ===========  =================  =============
</TABLE>

                                        9
<PAGE>

Unaudited Pro Forma Condensed Consolidated Statement of Income for the
Year Ended December 31, 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                          <C>            <C>           <C>          <C>          <C>                <C>

                                                                                                        Pro Forma        Pro Forma
(Millions)                                      ING USA         ELIC           USG         ULA         Adjustments     Consolidated
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Revenue:
  Premiums                                   $          -   $      33.2   $      1.1   $        -   $           -      $       34.3
  Fee income                                        188.9          56.7         23.9          4.8               -             274.3
  Net investment income                              94.4         234.7        481.0         54.1           (14.3)(2)         849.9
  Net realized capital gains (losses)                (6.5)        (32.7)       (55.5)         1.3               -             (93.4)
  Other income (loss)                                   -           9.4          1.4            -               -              10.8
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total revenue                                       276.8         301.3        451.9         60.2           (14.3)          1,075.9
                                             -------------  ------------  -----------  -----------  -----------------  -------------

Benefits, losses and expenses:
  Benefits:
    Interest credited and other
      benefits to policyholders                     209.0         179.2        356.1         38.9               -             783.2
  Underwriting, acquisition, and
    insurance expenses:
      General expenses                              119.9          94.7         23.3          3.3               -             241.2
      Commissions  C                                232.4          51.0         35.4          0.7               -             319.5
      Policy acquisition costs deferred            (128.2)       (312.6)       (47.1)        (0.6)              -            (488.5)
  Amortization of deferred policy
    acquisition costs and value of
    business acquired                                49.6          55.6         65.3          4.4               -             174.9
  Goodwill                                            4.2          13.0         19.1          1.1               -              37.4
  Other:
    Expense and charges reimbursed
      under modified coinsurance
      agreements                                   (225.6)        224.6            -            -               -              (1.0)
    Interest expense                                 19.4           7.3         10.8          0.3           (14.3)(2)          23.5
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total benefits, losses and expenses                 280.7         312.8        462.9         48.1           (14.3)          1,090.2
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Income (loss) before income taxes                    (3.9)        (11.5)       (11.0)        12.1               -             (14.3)
Income tax expense (benefit)                          0.1           0.5          2.8          4.6               -               8.0
Equity in subsidiaries                                  -         (17.8)           -            -            17.8(4)              -
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Net income (loss)                            $       (4.0)  $     (29.8)  $    (13.8)  $      7.5   $        17.8      $      (22.3)
                                             =============  ============  ===========  ===========  =================  =============
</TABLE>


                                       10
<PAGE>


Unaudited Pro Forma Condensed Consolidated Statement of Income for the
Year Ended December 31, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                          <C>            <C>           <C>          <C>          <C>                <C>

                                                                                                        Pro Forma        Pro Forma
(Millions)                                       ING USA         ELIC         USG          ULA         Adjustments     Consolidated
                                             -------------  ------------  -----------  -----------  -----------------  -------------

Revenue:
  Premiums                                   $          -   $      33.0   $      2.3   $        -   $           -      $       35.3
  Fee income                                        167.9          68.7         42.5          7.6               -             286.7
  Net investment income                              64.1         198.6        506.1         60.8           (14.3)(2)         815.3
  Net realized capital gains (losses)                (6.6)        (25.8)       (84.8)        (8.2)              -            (125.4)
  Other income (loss)                                   -          10.0          1.4            -               -              11.4
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total revenue                                       225.4         284.5        467.5         60.2           (14.3)          1,023.3
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Benefits, losses and expenses:
  Benefits:
    Interest credited and other
      benefits to policyholders                     199.9         183.7        352.6         44.1               -             780.3
  Underwriting, acquisition, and
    insurance expenses:
      General expenses                               89.5          86.4         10.8          2.5               -             189.2
      Commissions                                   213.7          70.7         41.3          3.9               -             329.6
      Policy acquisition costs deferred            (168.4)       (303.1)       (59.3)        (4.1)              -            (534.9)
   Amortization of deferred policy
     acquisition costs and value of
     business acquired                               60.0          31.8         18.8          2.9               -             113.5
   Goodwill                                           4.2          13.0         19.1          1.1               -              37.4
   Other:
     Expense and charges reimbursed
       under modified coinsurance
       agreements                                  (225.8)        218.8            -            -               -              (7.0)
     Interest expense                                19.9           2.8          0.8            -           (14.3)(2)           9.2
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total benefits, losses and expenses                 193.0         304.1        384.1         50.4           (14.3)            917.3
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Income (loss) before income taxes                    32.4         (19.6)        83.4          9.8               -             106.0
Income tax expense (benefit)                         13.2          (2.2)        35.8          3.8               -              50.6
Equity in subsidiaries                                  -          66.8            -            -           (66.8)(4)             -
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Net income (loss)                            $       19.2   $      49.4   $     47.6   $      6.0   $       (66.8)     $       55.4
                                             =============  ============  ===========  ===========  =================  =============
</TABLE>

                                       11
<PAGE>

1.   Pro Forma Consolidation

     Statement of Financial Accounting Standards No. 141, Business  Combinations
     ("FAS  141"),  excludes  transfers  of net  assets or  exchanges  of shares
     between  entities under common control,  and notes that certain  provisions
     under  Accounting  Principles  Board Opinion No. 16, Business  Combinations
     ("APB  16"),  provide  a  source  of  guidance  for such  transactions.  In
     accordance  with APB 16,  financial  information of the combined  entity is
     presented as if the entities had been  combined for the full year,  and all
     comparative  financial  statements  are  restated  and  presented as if the
     entities  had  previously   been  combined,   in  a  manner  similar  to  a
     pooling-of-interests.

     The unaudited pro forma condensed  consolidated  financial  statements have
     been prepared in a manner similar to a pooling-of-interests,  in accordance
     with the  provisions of APB 16 in order to present the condensed  financial
     position and results of  operations  of ING USA Annuity and Life  Insurance
     Company ("ING USA"),  Equitable  Life  Insurance  Company of Iowa ("ELIC"),
     United Life & Annuity  Insurance  Company  ("ULA"),  and USG Annuity & Life
     Company  ("USG"),  as if the entities had  previously  been  combined.  The
     unaudited  pro  forma  condensed  consolidated  balance  sheet  and  income
     statements  give  effect  to  the  consolidation  transaction  as if it had
     occurred on September 30, 2003 and January 1, 2000, respectively.

     Following is a description of the pro forma adjustments that have been made
     to the financial  statements.  All pro forma  adjustments  are  elimination
     entries  related to  intercompany  transactions  between the  entities,  as
     required by accounting  principles  generally accepted in the United States
     of America. There were no other pro forma adjustments.

     (1)  Prior to the merger, ING USA and USG were wholly owned subsidiaries of
          ELIC. The pro forma  adjustment  eliminates the ELIC investment in ING
          USA and USG subsidiaries.

     (2)  Prior to the merger,  ING USA had an outstanding  surplus note payable
          to ELIC.  The pro forma  adjustment  eliminates  the surplus  note and
          related interest between ING USA and ELIC.

     (3)  All of the  shares of capital  stock of ELIC,  USG,  and ULA,  will be
          canceled and retired,  and ceased to exist,  as of the merger with ING
          USA.

     (4)  Prior to the merger, ING USA and USG were wholly owned subsidiaries of
          ELIC. The pro forma  adjustment  eliminates the ELIC equity in ING USA
          and USG income.

                                       12

<PAGE>

2.   Accounting for Goodwill and Intangible Assets

     The cumulative  effect of change in accounting  principle for the unaudited
     pro forma  condensed  consolidated  income  statements  for the nine months
     ended  September 30, 2002, and the year ended  December 31, 2002,  reflects
     the adoption of Financial Accounting Standards Board Statement of Financial
     Accounting  Standards No. 142, Goodwill and Other Intangible Assets,  ("FAS
     142"). During 2002, ING USA and the Merger Companies adopted FAS 142.

     The adoption of this standard  resulted in an  impairment  loss of $1,298.5
     million in 2002.  This  impairment  loss  represented  the entire  carrying
     amount of goodwill, net of accumulated  amortization,  and is recorded as a
     change in accounting principle for the nine months ended September 30, 2002
     and the year ended December 31, 2002.

     Effective  January 1, 2002,  ING USA and the Merger  Companies  applied the
     non-amortization provision (net of tax) of the new standard, which resulted
     in an increase in net income of $37.0  million for the twelve  months ended
     December 31, 2002. Had ING USA and the Merger Companies been accounting for
     goodwill under FAS 142 for all periods presented,  the Company's net income
     (loss) would have been as follows:

     <TABLE>
     <CAPTION>

     <S>                                                                          <C>               <C>

                                                                                    Year ended        Year ended
                                                                                   December 31,      December 31,
     (Millions)                                                                        2001              2000
                                                                                  --------------    --------------

     Pro forma consolidated net income (loss)                                     $      (22.3)     $        55.4

     Add back goodwill amortization, net of tax                                           37.0               37.0
                                                                                  --------------    --------------
     Adjusted pro forma consolidated net income                                   $       14.7      $        92.4
                                                                                  ==============    ==============
     </TABLE>


3.   Statutory Merger

     On January 1, 2003, Ameribest Life Insurance Company ("AMB"), an affiliated
     life insurance company domiciled in Georgia, was merged with ELIC.

     As FAS 141 excludes  transfers of net assets or exchanges of shares between
     entities under common control,  the merger was based on certain  provisions
     under APB 16, which provide a source of guidance for such transactions.

     The unaudited pro forma condensed  consolidated  financial  statements have
     been prepared in a manner similar to a pooling-of-interests,  in accordance
     with the provisions of APB 16, in order to present the condensed results of
     operations of ELIC and AMB as if the entities had previously been combined.
     The pro forma condensed  consolidated  income statements give effect to the
     consolidation transaction as if it had occurred on January 1, 2000.

     The September 30, 2002,  balances within the September 30, 2003,  statutory
     financial  statements  have been  restated  as a result of this merger (see
     Exhibit 99.5).

                                       13

     <PAGE>

     <TABLE>
     <CAPTION>

     <S>    <C>               <C>        <C>

     (c)    Exhibits

            Reference
            Number            Page       Exhibit Description

            99.1              1-44       Audited statutory basis financial  statements for the years ended December 31,  2002 and
                                         2001,  for Equitable  Life Insurance  Company of Iowa,  including  Report of Independent
                                         Auditors.

            99.2              1-27       Audited statutory  basis financial statements for the years  ended December 31, 2002 and
                                         2001, for Ameribest Life Insurance Company, including Report of Independent Auditors.

            99.3              1-4        Unaudited  statutory basis financial  statements for the nine months ended September 30,
                                         2003 and 2002, for Equitable Life  Insurance  Company of Iowa  (including the effects of
                                         the merger with Ameribest Life Insurance Company, an affiliate).

            99.4              1-35       Audited statutory basis financial  statements for the years ended December 31,  2002 and
                                         2001, for USG Annuity & Life Company, including Report of Independent Auditors.

            99.5              1-4        Unaudited statutory  basis financial  statements for the nine months ended September 30,
                                         2003 and 2002, for USG Annuity & Life Company.

            99.6              1-34       Audited statutory basis financial  statements for the years ended December 31,  2002 and
                                         2001,  for United Life & Annuity  Insurance  Company,  including  Report of  Independent
                                         Auditors.

            99.7              1-4        Unaudited  statutory basis financial  statements for the nine months ended September 30,
                                         2003 and 2002, for United Life & Annuity Insurance Company.

            99.8              1-4        Agreement  and plan of  merger  of USG  Annuity  & Life  Company,  United  Life & Annuity
                                         Insurance  Company,  and Equitable  Life Insurance  Company of Iowa into Golden  American
                                         Life Insurance Company to be renamed ING USA Annuity & Life Insurance Company
</TABLE>

                                       14
<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                               ING USA Annuity and Life Insurance Company
                               -------------------------------------------------
                                                (Registrant)



Date  January 2, 2004          /s/ David A. Wheat
      ---------------          -------------------------------------------------
                               David A. Wheat
                               Senior Vice President and Chief Financial Officer



                               /s/ Keith Gubbay
                               -------------------------------------------------
                               Keith Gubbay
                               President




                                       15
[{"type": "8-K", "sequence": "1", "filename": "ingusa_8k-010104.txt", "secsgml_size_bytes": 47795}]
{"company-data": {"conformed-name": "ING USA ANNUITY & LIFE INSURANCE CO", "cik": "0000836658", "irs-number": "410991508", "state-of-incorporation": "IA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-87270", "film-number": "04509194"}, "business-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "SUITE 400", "city": "WEST CHESTER", "state": "PA", "zip": "19380-1478", "phone": "610-425-3400"}, "mail-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "P. O. BOX 2700", "city": "WEST CHESTER", "state": "PA", "zip": "19380-2700"}, "former-company": [{"former-conformed-name": "GOLDEN AMERICAN LIFE INSURANCE CO /NY/", "date-changed": "19930506"}, {"former-conformed-name": "MB VARIABLE LIFE INSURANCE CO", "date-changed": "19600201"}, {"former-conformed-name": "GOLDEN AMERICAN LIFE INSURANCE CO", "date-changed": "19600201"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported) January 2, 2004
                                                 ---------------

                   ING USA Annuity and Life Insurance Company
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Iowa     333-104539, 333-104546, 333-57212, 333-104548, 333-104547    41-0991508
--------------------------------------------------------------------------------
(State or other       (Commission File Number)                  (IRS employer
jurisdiction of                                              identification no.)
incorporation)

1475 Dunwoody Drive, West Chester, Pennsylvania                      19380-1478
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip code)

Registrant's telephone number, including area code (610) 425-3400
                                                   --------------

                     Golden American Life Insurance Company
--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
INDEX
Page
                                                                           ----

Item 2.   Acquisition or Disposition of Assets                               3

Item 5.   Other Events                                                       3

Item 7.   Financial Statements and Exhibits                                  5

          (a) Financial Statements of Business Acquired                      5
          (b) Pro Forma Financial Information in Accordance
              with Accounting  Principles Generally Accepted
              in the United States of America                                5
          (c) Exhibits                                                      14
Item 2.   Acquisition or Disposition of Assets

          On January  1, 2004 (the  "merger  date"),  Equitable  Life  Insurance
          Company of Iowa  ("ELIC"),  USG Annuity & Life  Company  ("USG"),  and
          United  Life  &  Annuity   Insurance   Company  ("ULA")  (the  "Merger
          Companies"),  merged  with and into  Golden  American  Life  Insurance
          Company  ("Golden").  Also on January 1, 2004,  immediately  after the
          merger,  Golden changed its name to ING USA Annuity and Life Insurance
          Company  ("ING  USA" or the  "Company").  As of the merger  date,  the
          Merger  Companies  ceased to exist and were  succeeded by the Company.
          ING USA is domiciled in Iowa and is a wholly-owned  subsidiary of Lion
          Connecticut   Holdings  Inc.,  which  is  an  indirect,   wholly-owned
          subsidiary  of ING Groep N.V.  ("ING"),  a global  financial  services
          holding company based in The Netherlands.

          Statement  of  Financial   Accounting   Standards  No.  141,  Business
          Combinations,  excludes transfers of net assets or exchanges of shares
          between  entities  under  common  control,   and  notes  that  certain
          provisions under Accounting  Principles Board Opinion No. 16, Business
          Combinations  ("APB  16"),  provide  a  source  of  guidance  for such
          transactions.  In accordance with APB 16, financial information of the
          combined  entity is presented as if the entities had been combined for
          the full year, and all comparative  financial  statements are restated
          and presented as if the entities had previously  been  combined,  in a
          manner similar to a pooling-of-interests.

          Prior  to the  merger  date,  the  Merger  Companies  were  affiliated
          companies of ING USA and indirect,  wholly-owned  subsidiaries of ING.
          ELIC was  domiciled in Iowa and offered  various  insurance  products,
          including deferred and immediate  annuities,  variable annuities,  and
          interest  sensitive  and  traditional  life  insurance.  ULA was  also
          domiciled in Iowa and  primarily  offered  annuity  related  insurance
          products, as well as life and health insurance that was ceded to other
          insurers.  USG was domiciled in Oklahoma and offered various insurance
          products, including deferred fixed annuities, immediate annuities, and
          interest-sensitive life insurance.

          Each  Board of  Directors  and each  sole  shareholder  of the  Merger
          Companies  and the  Board of  Directors  and sole  shareholder  of the
          Company  approved the merger plan on June 25, 2003 (see Exhibit 99.8).
          The State of Iowa  Insurance  Division and the Department of Insurance
          of the State of Oklahoma also approved the merger.

Item 5.   Other Events

          Golden was renamed from "Golden  American Life  Insurance  Company" to
          "ING USA Annuity and Life Insurance Company." The name change occurred
          immediately  after  the  merger  of ELIC,  USG,  and ULA with and into
          Golden, with the Company remaining as the surviving  corporation under
          the name ING USA Annuity and Life Insurance Company.

                                        3
The Company,  formerly a Delaware insurance company, changed its state
          of domicile from Delaware to Iowa and became an Iowa insurance company
          immediately  prior to the merger of ELIC,  USG, and ULA, with and into
          Golden. On July 16, 2003, the Insurance  Division of the State of Iowa
          approved the Restated Articles of Incorporation, effectively approving
          the   re-domestication  of  the  Company.   The  re-domestication  was
          effective on January 1, 2004.

                                        4
Item 7.   Financial Statements and Exhibits

          (a)  Financial Statements of Businesses Acquired

               Included are the  financial  statements  of ELIC (the survivor to
               the merger with Ameribest Life Insurance  Company,  an affiliate,
               on January 1, 2003),  USG, and ULA,  prepared in conformity  with
               statutory accounting principles ("SAP") (financial statements for
               these entities were not historically  prepared in conformity with
               accounting  principles generally accepted in the United States of
               America  ("GAAP")).  These statements  include audited  statutory
               basis financial  statements for the years ended December 31, 2002
               and  2001,  as  well  as  unaudited   statutory  basis  financial
               statements  for the nine  months  ended  September  30,  2003 and
               September  30, 2002  (financial  statements  for the three months
               ended September 30 are not required for statutory purposes).

               See (c) Exhibits for financial statements.

          (b)  Pro Forma  Financial  Information in Accordance  with  Accounting
               Principles Generally Accepted in the United States of America

               Unaudited Pro Forma  Condensed  Consolidated  Balance Sheet as of
                 September  30, 2003
               Unaudited Pro Forma Condensed  Consolidated  Statements of Income
                 for the Nine Months Ended September 30, 2003 and 2002
               Unaudited Pro Forma Condensed  Consolidated  Statements of Income
                 for the Years Ended December 31, 2002, 2001, and 2000
               Notes to Unaudited  Pro Forma  Condensed  Consolidated  Financial
                 Statements  as of September  30,  2003,  and  for  the  periods
                 ended  December 31, 2002,  2001,  and 2000, and  September 30,
                 2003 and 2002

               The  following   unaudited  pro  forma   condensed   consolidated
               financial  information  is  based  on  the  historical  financial
               statements of ING USA, ELIC,  USG, and ULA, and has been prepared
               to  illustrate  the effects of the merger of ELIC,  USG, and ULA,
               with  and  into  Golden.   The  unaudited  pro  forma   condensed
               consolidated  financial information is presented for illustration
               purposes only, and is not necessarily indicative of the operating
               results or  financial  position  that would have  occurred if the
               merger had been consummated,  nor is it necessarily indicative of
               future   operating   results  or   financial   position   of  the
               consolidated company.

                                        5
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 2003
--------------------------------------------------------------------------------
Pro Forma       Pro Forma
(Millions)                                      ING USA         ELIC          USG          ULA         Adjustments     Consolidated
                                             -------------  ------------  ------------  ---------  -----------------   -------------
Assets
Investments:
  Fixed maturities, available for sale,
    at fair value                            $    5,458.8   $   3,800.2   $   6,337.5   $  611.7   $        -          $   16,208.2
  Equity securities, at fair value:
    Common stock                                        -          20.5             -          -            -                  20.5
    Preferred stock                                     -           0.4           1.3          -            -                   1.7
    Investment in mutual funds                        9.3         120.0             -          -            -                 129.3
    Investment in subsidiaries                          -       1,878.8             -          -     (1,878.8)(1)                 -
    Mortgage loans on real estate                   770.3         954.3       1,501.3       38.0            -               3,263.9
    Real estate                                         -           3.0           3.7          -            -                   6.7
    Policy loans                                     17.2         127.9          31.9        0.9            -                 177.9
    Short-term investments                              -         127.2          22.0          -            -                 149.2
    Other investments                                26.6         207.0         (77.3)       8.4       (135.0)(2)              29.7
                                             -------------  ------------  ------------  ---------  -----------------   -------------
Total investments                                 6,282.2       7,239.3       7,820.4      659.0     (2,013.8)             19,987.1

Cash and cash equivalents                            55.5          22.3         570.7        2.0            -                 650.5
Accrued investment income                            64.5          48.5          77.8        7.0            -                 197.8
Reinsurance recoverable                              14.3           6.4           0.7          -            -                  21.4
Receivable for securities sold                       21.7          37.5          58.1       14.9            -                 132.2
Deferred policy acquisition costs                   796.9         791.5         145.8        2.8            -               1,737.0
Value of business acquired                            8.7          70.2          33.8        3.3            -                 116.0
Other assets                                         16.2           9.4           1.4       (0.1)           -                  26.9
Assets held in separate accounts                 14,692.5         980.4             -       60.8            -              15,733.7
                                             -------------  ------------  ------------  ---------  -----------------   -------------
Total assets                                 $   21,952.5   $   9,205.5   $   8,708.7   $  749.7   $ (2,013.8)         $   38,602.6
                                             =============  ============  ============  =========  =================   =============

Liabilities and Shareholder's Equity
Policy liabilities and accruals:
  Future policy benefits and
    claims reserves                          $    5,395.9   $   5,449.0   $   7,266.4   $  577.5   $        -          $   18,688.8
Notes to affiliates                                 170.0             -             -          -       (135.0)(2)              35.0
Due to affiliates                                     9.1          22.2          20.7        1.3            -                  53.3
Payables for securities purchased                    42.4          66.6          83.3       14.8            -                 207.1
Borrowed money                                      111.0         207.8         784.6          -            -               1,103.4
Current income taxes                                 22.2         (19.3)        (22.4)      (1.7)           -                 (21.2)
Deferred income taxes                               129.3         (75.2)        (47.8)      (8.9)           -                  (2.6)
Other liabilities                                    36.4          99.4          88.8        1.7            -                 226.3
Liabilities related to separate accounts         14,692.5         980.4             -       60.7            -              15,733.6
                                             -------------  ------------  ------------  ---------  -----------------   -------------
Total liabilities                                20,608.8       6,730.9       8,173.6      645.4       (135.0)             36,023.7
                                             -------------  ------------  ------------  ---------  -----------------   -------------
Shareholder's equity
  Common stock                                        2.5           5.0           2.5        8.4        (15.9)(1)(3)            2.5
  Additional paid-in capital                      1,358.4       3,600.3       1,468.2      188.7     (2,815.7)(1)(3)        3,799.9
  Accumulated other comprehensive income             77.0         289.7         130.6       13.6       (207.6)(1)             303.3
  Retained deficit                                  (94.2)     (1,420.4)     (1,066.2)    (106.4)     1,160.4 (1)          (1,526.8)
                                             -------------  ------------  ------------  ---------  -----------------   -------------
Total shareholder's equity                        1,343.7       2,474.6         535.1      104.3     (1,878.8)              2,578.9
                                             -------------  ------------  ------------  ---------  -----------------   -------------
Total liabilities and shareholder's equity   $   21,952.5   $   9,205.5   $   8,708.7   $  749.7   $ (2,013.8)         $   38,602.6
                                             =============  ============  ============  =========  =================   =============
6
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
9 Months Ended September 30, 2003
--------------------------------------------------------------------------------
Pro Forma        Pro Forma
(Millions)                                      ING USA         ELIC          USG          ULA         Adjustments     Consolidated
                                             -------------  ------------  -----------  -----------  ----------------   -------------
Revenue:
  Premiums                                   $          -   $      20.6   $      0.7   $        -   $         -        $       21.3
  Fee income                                        221.2          35.6         11.2          1.8             -               269.8
  Net investment income                             167.8         221.1        345.9         27.3          (7.6)(2)           754.5
  Net realized capital gains (losses)                87.8          (1.5)        (0.6)         8.9             -                94.6
  Other income (loss)                                (0.1)          6.3          1.0            -             -                 7.2
                                             -------------  ------------  -----------  -----------  ----------------   -------------
Total revenue                                       476.7         282.1        358.2         38.0          (7.6)            1,147.4
                                             -------------  ------------  -----------  -----------  ----------------   -------------
Benefits, losses and expenses:
  Benefits:
    Interest credited and other
      benefits to policyholders                     271.7         226.0        276.3         20.0             -               794.0
  Underwriting, acquisition, and
    insurance expenses:
      General expenses                               81.7          45.0         26.2          2.4             -               155.3
      Commissions                                   175.2          26.6         34.1          0.4             -               236.3
      Policy acquisition costs deferred            (150.3)       (151.3)       (43.3)        (0.3)            -              (345.2)
  Amortization of deferred policy
     acquisition costs and value of
     business acquired                              129.9          56.1         44.5          5.7             -               236.2
  Other:
    Expense and charges reimbursed
      under modified coinsurance agreements         (88.8)         89.3            -            -             -                 0.5
    Interest expense                                 10.3           5.0          4.6            -          (7.6)(2)            12.3
                                             -------------  ------------  -----------  -----------  ----------------   -------------
Total benefits, losses and expenses                 429.7         296.7        342.4         28.2          (7.6)            1,089.4
                                             -------------  ------------  -----------  -----------  ----------------   -------------
Income (loss) before income taxes                    47.0         (14.6)        15.8          9.8             -                58.0
Income tax expense (benefit)                          7.3          (5.6)         5.5          3.4             -                10.6
Equity in subsidiaries                                  -          50.0            -            -         (50.0)(4)               -
                                             -------------  ------------  -----------  -----------  ----------------   -------------
Net income (loss)                            $       39.7   $      41.0   $     10.3   $      6.4   $     (50.0)       $       47.4
                                             =============  ============  ===========  ===========  ================   =============
7
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
9 Months Ended September 30, 2002
--------------------------------------------------------------------------------
Pro Forma       Pro Forma
(Millions)                                      ING USA         ELIC          USG          ULA         Adjustments     Consolidated
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Revenue:
  Premiums                                   $          -   $      23.4   $      0.9   $        -   $         -        $       24.3
  Fee income                                        167.3          42.0         16.1          3.0             -               228.4
  Net investment income                             132.3         162.9        293.8         33.3          (9.6)(2)           612.7
  Net realized capital gains (losses)                 0.4         (34.3)       (55.2)        (6.9)            -               (96.0)
  Other income (loss)                                   -           6.3          2.0            -             -                 8.3
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total revenue                                       300.0         200.3        257.6         29.4          (9.6)              777.7
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Benefits, losses and expenses:
  Benefits:
    Interest credited and other
      benefits to policyholders                     212.1         178.3        274.2         20.3             -               684.9
  Underwriting, acquisition, and
    insurance expenses:
      General expenses                              106.1          36.2         24.4          1.2             -               167.9
      Commissions                                   239.8          33.7         60.3          0.4             -               334.2
      Policy acquisition costs deferred            (242.9)       (145.3)       (66.2)           -             -              (454.4)
  Amortization of deferred policy
    acquisition costs and value of
    business acquired                               129.2          72.5         36.3          3.4             -               241.4
  Other:
    Expense and charges reimbursed
      under modified coinsurance
      agreements                                    (77.6)         74.1            -            -             -                (3.5)
    Interest expense                                 12.7           5.1          4.6            -          (9.6)(2)            12.8
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total benefits, losses and expenses                 379.4         254.6        333.6         25.3          (9.6)              983.3
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Income (loss) before income taxes                   (79.4)        (54.3)       (76.0)         4.1             -              (205.6)
Income tax expense (benefit)                        (25.7)        (19.5)       (26.6)         1.4             -               (70.4)
Equity in subsidiaries                                  -        (103.1)           -            -         103.1(4)                -
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Income (loss) before cumulative effect
  of change in accounting principle          $      (53.7)  $    (137.9)  $    (49.4)  $      2.7   $     103.1        $     (135.2)
                                             =============  ============  ===========  ===========  =================  =============
8
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
Year Ended December 31, 2002
--------------------------------------------------------------------------------
Pro Forma        Pro Forma
(Millions)                                      ING USA         ELIC          USG          ULA         Adjustments     Consolidated
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Revenue:
  Premiums                                   $          -   $      30.2   $      1.1   $        -   $           -      $       31.3
  Fee income                                        204.0          54.0         20.0          3.7               -             281.7
  Net investment income                             197.7         249.7        416.6         44.1           (12.2)(2)         895.9
  Net realized capital gains (losses)                 4.2         (43.7)       (65.7)         2.1               -            (103.1)
  Other income (loss)                                 3.5          10.3          2.4          0.1               -              16.3
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total revenue                                       409.4         300.5        374.4         50.0           (12.2)          1,122.1
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Benefits, losses and expenses:
  Benefits:
    Interest credited and other
      benefits to policyholders                     276.5         246.0        370.5         26.8               -             919.8
  Underwriting, acquisition, and
    insurance expenses:
      General expenses                              139.7          46.5         33.0          1.0               -             220.2
      Commissions                                   288.7          41.5         71.7          0.6               -             402.5
      Policy acquisition costs deferred            (292.2)       (186.6)       (80.2)           -               -            (559.0)
  Amortization of deferred policy
    acquisition costs and value
    of business acquired                            127.8         126.0         44.5          3.8               -             302.1
  Other:
    Expense and charges reimbursed
      under modified coinsurance
      agreements                                   (104.9)        100.9            -            -               -              (4.0)
    Interest expense                                 16.0           6.9          6.1            -           (12.2)(2)          16.8
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total benefits, losses and expenses                 451.6         381.2        445.6         32.2           (12.2)          1,298.4
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Income (loss) before income taxes                   (42.2)        (80.7)       (71.2)        17.8               -            (176.3)
Income tax expense (benefit)                        (12.5)        (29.0)       (24.9)         6.2               -             (60.2)
Equity in subsidiaries                                  -         (76.0)           -            -            76.0(4)              -
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Income (loss) before cumulative effect
  of change in accounting principle          $      (29.7)  $    (127.7)  $    (46.3)  $     11.6   $        76.0      $    (116.1)
                                             =============  ============  ===========  ===========  =================  =============
9
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
Year Ended December 31, 2001
--------------------------------------------------------------------------------
Pro Forma        Pro Forma
(Millions)                                      ING USA         ELIC           USG         ULA         Adjustments     Consolidated
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Revenue:
  Premiums                                   $          -   $      33.2   $      1.1   $        -   $           -      $       34.3
  Fee income                                        188.9          56.7         23.9          4.8               -             274.3
  Net investment income                              94.4         234.7        481.0         54.1           (14.3)(2)         849.9
  Net realized capital gains (losses)                (6.5)        (32.7)       (55.5)         1.3               -             (93.4)
  Other income (loss)                                   -           9.4          1.4            -               -              10.8
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total revenue                                       276.8         301.3        451.9         60.2           (14.3)          1,075.9
                                             -------------  ------------  -----------  -----------  -----------------  -------------

Benefits, losses and expenses:
  Benefits:
    Interest credited and other
      benefits to policyholders                     209.0         179.2        356.1         38.9               -             783.2
  Underwriting, acquisition, and
    insurance expenses:
      General expenses                              119.9          94.7         23.3          3.3               -             241.2
      Commissions  C                                232.4          51.0         35.4          0.7               -             319.5
      Policy acquisition costs deferred            (128.2)       (312.6)       (47.1)        (0.6)              -            (488.5)
  Amortization of deferred policy
    acquisition costs and value of
    business acquired                                49.6          55.6         65.3          4.4               -             174.9
  Goodwill                                            4.2          13.0         19.1          1.1               -              37.4
  Other:
    Expense and charges reimbursed
      under modified coinsurance
      agreements                                   (225.6)        224.6            -            -               -              (1.0)
    Interest expense                                 19.4           7.3         10.8          0.3           (14.3)(2)          23.5
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total benefits, losses and expenses                 280.7         312.8        462.9         48.1           (14.3)          1,090.2
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Income (loss) before income taxes                    (3.9)        (11.5)       (11.0)        12.1               -             (14.3)
Income tax expense (benefit)                          0.1           0.5          2.8          4.6               -               8.0
Equity in subsidiaries                                  -         (17.8)           -            -            17.8(4)              -
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Net income (loss)                            $       (4.0)  $     (29.8)  $    (13.8)  $      7.5   $        17.8      $      (22.3)
                                             =============  ============  ===========  ===========  =================  =============
10
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
Year Ended December 31, 2000
--------------------------------------------------------------------------------
Pro Forma        Pro Forma
(Millions)                                       ING USA         ELIC         USG          ULA         Adjustments     Consolidated
                                             -------------  ------------  -----------  -----------  -----------------  -------------

Revenue:
  Premiums                                   $          -   $      33.0   $      2.3   $        -   $           -      $       35.3
  Fee income                                        167.9          68.7         42.5          7.6               -             286.7
  Net investment income                              64.1         198.6        506.1         60.8           (14.3)(2)         815.3
  Net realized capital gains (losses)                (6.6)        (25.8)       (84.8)        (8.2)              -            (125.4)
  Other income (loss)                                   -          10.0          1.4            -               -              11.4
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total revenue                                       225.4         284.5        467.5         60.2           (14.3)          1,023.3
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Benefits, losses and expenses:
  Benefits:
    Interest credited and other
      benefits to policyholders                     199.9         183.7        352.6         44.1               -             780.3
  Underwriting, acquisition, and
    insurance expenses:
      General expenses                               89.5          86.4         10.8          2.5               -             189.2
      Commissions                                   213.7          70.7         41.3          3.9               -             329.6
      Policy acquisition costs deferred            (168.4)       (303.1)       (59.3)        (4.1)              -            (534.9)
   Amortization of deferred policy
     acquisition costs and value of
     business acquired                               60.0          31.8         18.8          2.9               -             113.5
   Goodwill                                           4.2          13.0         19.1          1.1               -              37.4
   Other:
     Expense and charges reimbursed
       under modified coinsurance
       agreements                                  (225.8)        218.8            -            -               -              (7.0)
     Interest expense                                19.9           2.8          0.8            -           (14.3)(2)           9.2
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Total benefits, losses and expenses                 193.0         304.1        384.1         50.4           (14.3)            917.3
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Income (loss) before income taxes                    32.4         (19.6)        83.4          9.8               -             106.0
Income tax expense (benefit)                         13.2          (2.2)        35.8          3.8               -              50.6
Equity in subsidiaries                                  -          66.8            -            -           (66.8)(4)             -
                                             -------------  ------------  -----------  -----------  -----------------  -------------
Net income (loss)                            $       19.2   $      49.4   $     47.6   $      6.0   $       (66.8)     $       55.4
                                             =============  ============  ===========  ===========  =================  =============
11
1.   Pro Forma Consolidation

     Statement of Financial Accounting Standards No. 141, Business  Combinations
     ("FAS  141"),  excludes  transfers  of net  assets or  exchanges  of shares
     between  entities under common control,  and notes that certain  provisions
     under  Accounting  Principles  Board Opinion No. 16, Business  Combinations
     ("APB  16"),  provide  a  source  of  guidance  for such  transactions.  In
     accordance  with APB 16,  financial  information of the combined  entity is
     presented as if the entities had been  combined for the full year,  and all
     comparative  financial  statements  are  restated  and  presented as if the
     entities  had  previously   been  combined,   in  a  manner  similar  to  a
     pooling-of-interests.

     The unaudited pro forma condensed  consolidated  financial  statements have
     been prepared in a manner similar to a pooling-of-interests,  in accordance
     with the  provisions of APB 16 in order to present the condensed  financial
     position and results of  operations  of ING USA Annuity and Life  Insurance
     Company ("ING USA"),  Equitable  Life  Insurance  Company of Iowa ("ELIC"),
     United Life & Annuity  Insurance  Company  ("ULA"),  and USG Annuity & Life
     Company  ("USG"),  as if the entities had  previously  been  combined.  The
     unaudited  pro  forma  condensed  consolidated  balance  sheet  and  income
     statements  give  effect  to  the  consolidation  transaction  as if it had
     occurred on September 30, 2003 and January 1, 2000, respectively.

     Following is a description of the pro forma adjustments that have been made
     to the financial  statements.  All pro forma  adjustments  are  elimination
     entries  related to  intercompany  transactions  between the  entities,  as
     required by accounting  principles  generally accepted in the United States
     of America. There were no other pro forma adjustments.

     (1)  Prior to the merger, ING USA and USG were wholly owned subsidiaries of
          ELIC. The pro forma  adjustment  eliminates the ELIC investment in ING
          USA and USG subsidiaries.

     (2)  Prior to the merger,  ING USA had an outstanding  surplus note payable
          to ELIC.  The pro forma  adjustment  eliminates  the surplus  note and
          related interest between ING USA and ELIC.

     (3)  All of the  shares of capital  stock of ELIC,  USG,  and ULA,  will be
          canceled and retired,  and ceased to exist,  as of the merger with ING
          USA.

     (4)  Prior to the merger, ING USA and USG were wholly owned subsidiaries of
          ELIC. The pro forma  adjustment  eliminates the ELIC equity in ING USA
          and USG income.

                                       12
2.   Accounting for Goodwill and Intangible Assets

     The cumulative  effect of change in accounting  principle for the unaudited
     pro forma  condensed  consolidated  income  statements  for the nine months
     ended  September 30, 2002, and the year ended  December 31, 2002,  reflects
     the adoption of Financial Accounting Standards Board Statement of Financial
     Accounting  Standards No. 142, Goodwill and Other Intangible Assets,  ("FAS
     142"). During 2002, ING USA and the Merger Companies adopted FAS 142.

     The adoption of this standard  resulted in an  impairment  loss of $1,298.5
     million in 2002.  This  impairment  loss  represented  the entire  carrying
     amount of goodwill, net of accumulated  amortization,  and is recorded as a
     change in accounting principle for the nine months ended September 30, 2002
     and the year ended December 31, 2002.

     Effective  January 1, 2002,  ING USA and the Merger  Companies  applied the
     non-amortization provision (net of tax) of the new standard, which resulted
     in an increase in net income of $37.0  million for the twelve  months ended
     December 31, 2002. Had ING USA and the Merger Companies been accounting for
     goodwill under FAS 142 for all periods presented,  the Company's net income
     (loss) would have been as follows:
Year ended        Year ended
                                                                                   December 31,      December 31,
     (Millions)                                                                        2001              2000
                                                                                  --------------    --------------

     Pro forma consolidated net income (loss)                                     $      (22.3)     $        55.4

     Add back goodwill amortization, net of tax                                           37.0               37.0
                                                                                  --------------    --------------
     Adjusted pro forma consolidated net income                                   $       14.7      $        92.4
                                                                                  ==============    ==============
3.   Statutory Merger

     On January 1, 2003, Ameribest Life Insurance Company ("AMB"), an affiliated
     life insurance company domiciled in Georgia, was merged with ELIC.

     As FAS 141 excludes  transfers of net assets or exchanges of shares between
     entities under common control,  the merger was based on certain  provisions
     under APB 16, which provide a source of guidance for such transactions.

     The unaudited pro forma condensed  consolidated  financial  statements have
     been prepared in a manner similar to a pooling-of-interests,  in accordance
     with the provisions of APB 16, in order to present the condensed results of
     operations of ELIC and AMB as if the entities had previously been combined.
     The pro forma condensed  consolidated  income statements give effect to the
     consolidation transaction as if it had occurred on January 1, 2000.

     The September 30, 2002,  balances within the September 30, 2003,  statutory
     financial  statements  have been  restated  as a result of this merger (see
     Exhibit 99.5).

                                       13
(c)    Exhibits

            Reference
            Number            Page       Exhibit Description

            99.1              1-44       Audited statutory basis financial  statements for the years ended December 31,  2002 and
                                         2001,  for Equitable  Life Insurance  Company of Iowa,  including  Report of Independent
                                         Auditors.

            99.2              1-27       Audited statutory  basis financial statements for the years  ended December 31, 2002 and
                                         2001, for Ameribest Life Insurance Company, including Report of Independent Auditors.

            99.3              1-4        Unaudited  statutory basis financial  statements for the nine months ended September 30,
                                         2003 and 2002, for Equitable Life  Insurance  Company of Iowa  (including the effects of
                                         the merger with Ameribest Life Insurance Company, an affiliate).

            99.4              1-35       Audited statutory basis financial  statements for the years ended December 31,  2002 and
                                         2001, for USG Annuity & Life Company, including Report of Independent Auditors.

            99.5              1-4        Unaudited statutory  basis financial  statements for the nine months ended September 30,
                                         2003 and 2002, for USG Annuity & Life Company.

            99.6              1-34       Audited statutory basis financial  statements for the years ended December 31,  2002 and
                                         2001,  for United Life & Annuity  Insurance  Company,  including  Report of  Independent
                                         Auditors.

            99.7              1-4        Unaudited  statutory basis financial  statements for the nine months ended September 30,
                                         2003 and 2002, for United Life & Annuity Insurance Company.

            99.8              1-4        Agreement  and plan of  merger  of USG  Annuity  & Life  Company,  United  Life & Annuity
                                         Insurance  Company,  and Equitable  Life Insurance  Company of Iowa into Golden  American
                                         Life Insurance Company to be renamed ING USA Annuity & Life Insurance Company
14
SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                               ING USA Annuity and Life Insurance Company
                               -------------------------------------------------
                                                (Registrant)

Date  January 2, 2004          /s/ David A. Wheat
      ---------------          -------------------------------------------------
                               David A. Wheat
                               Senior Vice President and Chief Financial Officer

                               /s/ Keith Gubbay
                               -------------------------------------------------
                               Keith Gubbay
                               President

                                       15