As filed with the Securities and Exchange Commission on December 15, 2000
                                            Registration No. 333-28765
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM S-1

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              Amendment No. 10

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

                                 DELAWARE
      (State or other jurisdiction of incorporation or organization)

                                  6355
        (Primary Standard Industrial Classification Code Number)

                               41-0991508
                 (I.R.S. Employer Identification No.)

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

Linda E. Senker, Esq.                     COPY TO:
Golden American Life Insurance Company    Stephen E. Roth, Esq.
1475 Dunwoody Drive                       Sutherland Asbill & Brennan LLP
West Chester, Pennsylvania  19380-1478    1275 Pennsylvania Avenue, N.W.
(610) 425-4139                            Washington, D.C.  20004-2415
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)

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

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

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

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

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

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


                                                                     Proposed
Title of each class                            Proposed               maximum
of securities to be    Amount to be    maximum offering price    aggregate offering      Amount of
     registered         registered        price per unit(1)          price(1)        registration fee(2)
- --------------------------------------------------------------------------------------------------------
                                                                         
Annuity Contracts
(Interests in          N/A             N/A                       $50,160,000         $15,200
Fixed Account)

(1) The maximum aggregate offering price is estimated solely for the
purpose of determining the registration fee.  The amount to be registered
and the proposed maximum offering price per unit are not applicable since
these securities are not issued in predetermined amounts or units.
(2) Previously paid.
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The registrant hereby amends this registration statement statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission acting
pursuant to said section 8(a), may determine.




                               PART I

This Registration Statement contains three separate Profiles and
Prospectuses for the GoldenSelect Access Contract. This Amendment
to the Registration Statement contains one form of the Profile and
Prospectus and one form of the Statement of Additional Information
which relate to the Form Three Prospectus only and does not supercede
or replace the other forms of Prospectuses and Statements of Additional
Information described below.

|-------------------------------------------------------------------------|
|PROFILE,    |     FORM 1     |     FORM 2       |         FORM 3         |
|PROSPECTUS  |                |                  |                        |
|AND SAI     |                |                  |                        |
|------------|----------------|------------------|------------------------|
|            | ORIG. DB DESC. | NEW DB DESC.     | NEW SPECIAL FUNDS DESC.|
|            | 32 PORTFOLIOS  | 32 PORTFOLIOS    | 32 PORTFOLIOS          |
|            |                |                  |                        |
- --------------------------------------------------------------------------

The Form One prospectus describes the GoldenSelect Access Contract
in its original form and three death benefit options. The Form One
Profiles and Prospectuses contain disclosure regarding death benefit
options available under the original contract. Form One is no longer offered,
because Form Two has now been approved in all states.  It was last filed with
the Securities Exchange Commission as part of Registrant's Post-Effective
Amendment No. 9 on September 13, 2000.

The Form Two Profile and Prospectus contain updated disclosure regarding
death benefit options, including an additional fourth death benefit option.
Other than this difference, Form One and Form Two are substantially similar.
This Form will be used until all states have approved Form Three.   It was
last filed with the Securities Exchange Commission as part of Registrant's
Post-Effective  Amendment No. 9 on September 13, 2000.

The Form Three Profile and Prospectus expands the category of "Special Funds"
to include certain investment portfolios that, due to their volatility, are
excluded from the death benefit and living benefit guarantees that might
otherwise be provided and creates a new category of investment portfolios
called, "Restricted Funds" to which allocations may be limited. Other than
these differences, Form Two and Form Three are substantially similar. Both Form
Two and Form Three will be used until all state approvals are received for Form
Three.

The Profiles and Prospectuses filed herein do not contain all of the
information permitted by Securities and Exchange Commission Regulations.
Therefore, this Registration Statement on Form S-1 for Golden American Life
Insurance Company ("Golden American") incorporates by reference the Statement
of Additional Information for Form Three, and Part C (Other Information)
contained in the Registration Statement for the GoldenSelect Access Deferred
Combination Variable and Fixed Annuity on Form N-4 (Post-Effective Amendment
No. 10, File Nos. 333-28769, 811-5626, filed contemporaneously with this
Amendment to the Registration Statement on Form S-1, on or about the date
hereof) for Golden American Separate Account B. This information may be
obtained free of charge from Golden American Life Insurance Company by calling
Customer Service at 800-366-0066.



              ACCESS PROFILE AND PROSPECTUS
                     (FORM THREE)







  |     PROFILE AND PROSPECTUS FOR GOLDENSELECT ACCESS/R/
  |
  | Deferred Combination Variable and Fixed Annuity Contract, DECEMBER 29, 2000
  |
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  |      [SPECIAL FUNDS appears down the left margin]
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  |     [ING VARIABLE ANNUITIES appears down left margin]
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  |     Golden American Life Insurance Company
  |     Separate Account B of Golden Life Insurance Company
                                                    ING VARIABLE ANNUITIES




ING  VARIABLE  ANNUITIES



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

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                               PROFILE OF

                          GOLDENSELECT  ACCESS/R/

        DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT

                           DECEMBER 29, 2000
 ----------------------------------------------------------------------


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



1.THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and Golden American Life
Insurance Company.  The Contract provides a means for you to invest on a
tax-deferred basis in (i) one or more of 32 mutual fund investment
portfolios through our Separate Account B and/or (ii) in a fixed account
of Golden American with guaranteed interest periods. The 32 mutual fund
portfolios are listed on page 3 below.  We currently offer guaranteed
interest periods of 1, 3, 5, 7 and 10 years in the fixed account.  We set
the interest rates in the fixed account (which will never be less than
3%) periodically.  We may credit a different interest rate for each
interest period.  The interest you earn in the fixed account as well as
your principal is guaranteed by Golden American as long as you do not
take your money out before the maturity date for the applicable interest
period. If you withdraw your money from the fixed account more than 30
days before the applicable maturity date, we will apply a market value
adjustment.  A market value adjustment could increase or decrease your
contract value and/or the amount you take out.  Generally, the investment
portfolios are designed to offer a better return than the fixed account.
However, this is NOT guaranteed. You may not make any money, and you can
even lose the money you invest.

Subject to state availability, you may elect one of three optional riders
offering specified benefits featured in the prospectus for the Contract.
The three optional benefit riders are listed on page 8 below.  The
optional benefit riders can provide protection under certain
circumstances in the event that unfavorable investment performance has
lowered your value below certain targeted growth.  These riders do not
guarantee the performance of your investment portfolios.  Separate
charges are assessed for the optional riders.  You should carefully
analyze and completely evaluate each rider before you purchase any. Be
aware that the benefit provided by any of the riders will be affected by
certain later actions you may take -- such as withdrawals and transfers.
The riders are not available to Contracts issued before January 1, 2000.
To find out about availability, check with our Customer Service Center.


ACCESS PROFILE                                 PROSPECTUS BEGINS AFTER
108900SF                                       PAGE 11 OF THIS PROFILE




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

You determine (1) the amount and frequency of premium payments, (2) the
investments, (3) transfers between investments, (4) the type of annuity
to be paid after the accumulation phase, (5) the beneficiary who will
receive the death benefits, (6) the type of death benefit, and (7) the
amount and frequency of withdrawals.

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

- ----------------------------------------------------------------------
                           Annuity Options
- ----------------------------------------------------------------------
    Option 1  Income for a  Payments  are  made  for  a  specified
              fixed period  number   of  years  to  you  or   your
                            beneficiary.
- ----------------------------------------------------------------------
    Option 2  Income for    Payments are made for the rest of your
              life with a   life  or longer for a specified period
              period        such  as  10 or 20 years or until  the
              certain       total  amount used to buy this  option
                            has  been  repaid. This  option  comes
                            with  an added guarantee that payments
                            will continue to your beneficiary  for
                            the  remainder of such period  if  you
                            should die during the period.
- ----------------------------------------------------------------------
    Option 3  Joint life    Payments  are made for your  life  and
              income        the  life  of another person  (usually
                            your spouse).
- ----------------------------------------------------------------------

    Option 4  Annuity plan  Any  other annuitization plan that  we
                            choose  to offer on the annuity  start
                            date.
- ----------------------------------------------------------------------


Annuity payments under Options 1, 2 and 3 are fixed. Annuity payments
under Option 4 may be fixed or variable. If variable and subject to the
Investment Company Act of 1940, it will comply with the requirements of
such Act. Once you elect an annuity option and begin to receive payments,
it cannot be changed.

3. PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or more
($1,500 for a qualified Contract) up to and including age 90. You may
make additional payments of $500 or more ($250 for a qualified Contract)
at any time before you turn 85 during the accumulation phase. Under
certain circumstances, we may waive the minimum initial and additional
premium payment requirement. Any initial or additional premium payment
that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.

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

108900SF                          2                    ACCESS PROFILE




IRAs and other qualified plans already have the tax-deferral feature
found in this Contract.  For an additional cost, the Contract provides
other benefits including death benefits and the ability to receive a
lifetime income.  See "Expenses" in this profile.

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

4. THE INVESTMENT PORTFOLIOS
You can direct your money into (1) the fixed account with guaranteed
interest periods of 6 months, 1, 3, 5, 7 and 10 years, and/or (2) into
any one or more of the following 32 mutual fund investment portfolios
through our Separate Account B, the investment portfolios are described
in the prospectuses for the GCG Trust, the PIMCO Variable Insurance
Trust, ING Variable Insurance Trust and the Prudential Series Fund.  Keep
in mind that while an investment in the fixed account earns a fixed
interest rate, an investment in any investment portfolio, depending on
market conditions, may cause you to make or lose money. The investment
portfolios available under your Contract are:

  The GCG Trust
 Liquid Asset Series     Rising Dividends Series      Strategic Equity Series
 Limited Maturity        Diversified Mid-Cap Series   Special Situations Series
  Bond Series            Managed Global Series        Mid-Cap Growth Series
 Global Fixed Income     Large Cap Value Series       Small Cap Series
  Series         All Cap Series               Growth Series
 Fully Managed Series    Research Series              Real Estate Series
 Total Return Series     Capital Appreciation Series  Hard Assets Series
 Asset Allocation        Growth and Income Series     Developing World Series
  Growth Series      Capital Growth Series        Emerging Markets Series
 Equity Income Series
 Investors Series
 Value Equity Series

  The PIMCO Variable Insurance Trust
  PIMCO High Yield Bond Portfolio
  PIMCO StocksPLUS Growth and Income Portfolio

  ING Variable Insurance Trust
  ING Global Brand Names Fund

  Prudential Series Fund
  Prudential Jennison Portfolio
  SP Jennison International Growth Portfolio

Restricted Funds.  We may designate any investment option as a Restricted
Fund and limit the amount you may allocate or transfer to a Restricted
Fund.  We may establish any such limitation, at our discretion, as a
percentage of premium or contract value or as a specified dollar amount
and change the limitation at any time.  Currently, we have not designated
any investment option as a Restricted Fund.  We may, with 30 days notice
to you, designate any investment portfolio as a Restricted Fund or change
the limitations on existing contracts with respect to new premiums added
to such investment portfolio and also with respect to new transfers to
such investment portfolio. For more detailed information, see "Restricted
Funds" in the prospectus for the Contract.

5. EXPENSES
The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts a
mortality and expense risk charge, an asset-based  administrative charge, and
an annual contract administrative charge of $40. We deduct the mortality and



108900SF                          3                    ACCESS PROFILE





expense risk charge and the asset-based
administrative charges daily directly from your contract value in the
investment portfolios. The mortality and expense risk charge (depending
on the death benefit you choose) and the asset-based administrative
charge, on an annual basis, are as follows:

- ----------------------------------------------------------------------
                              Standard     Enhanced Death Benefits
                               Death        Annual       7%     Max
                              Benefit       Ratchet   Solution   7
- ----------------------------------------------------------------------
  Mortality & Expense          1.30%         1.55%     1.65%   1.75%
   Risk Charge
  Asset-Based                  0.15%         0.15%     0.15%   0.15%
   Administrative Charge       -----         -----     -----   -----
   Total                       1.45%         1.70%     1.80%   1.90%
- ----------------------------------------------------------------------


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

Optional Benefit Rider Charges

   Minimum Guaranteed Accumulation Benefit (MGAB) rider

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

   Minimum Guaranteed Income Benefit (MGIB) rider

        MGIB Rate              Quarterly Charge
        ---------              ----------------
        7%                     0.125% of the MGIB Charge Base*(0.50% annually)

   Minimum Guaranteed Withdrawal Benefit (MGWB) rider

        Quarterly Charge
        ----------------
        0.125% of the MGWB Eligible Payment Amount*(0.50% annually)

   *See prospectus for a description.

We do not deduct any surrender charges for withdrawals.

Each investment portfolio has charges for investment management fees and
other expenses. These charges, which vary by investment portfolio,
currently range from 0.56% to 1.75% annually (see following table) of the
portfolio's average daily net asset balance.

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

The following table is designed to help you understand the Contract
charges. The "Total Annual Insurance Charges" column is divided into two;
one part reflects the maximum mortality and expense risk charge, (based
on the Max 7 Enhanced Death Benefit), the asset-based administrative
charge, the annual contract administrative charge as 0.06% (based on an
average contract value of $70,000), and the highest optional rider charge
as 0.75% in most cases, assuming the rider base is equal to the initial
premium and the rider base increases by 7% each year. The second part
reflects the same insurance charges, but without any rider charges. The
"Total Annual Investment Portfolio Charges" column reflects the portfolio
charges for each portfolio and are based on actual expenses as of
December 31, 1999, except for (i) portfolios that commenced operations
during 2000 where the charges have been estimated, and (ii) newly formed
portfolios where the charges have been estimated. The column "Total
Annual Charges" reflects the sum of the previous two


108900SF                          4                    ACCESS PROFILE




columns. The columns under the heading "Examples" show you how much you
would pay under the Contract for a 1-year period and for a 10-year period.


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




                                                                                               EXAMPLES:
                            TOTAL ANNUAL                     TOTAL ANNUAL           TOTAL CHARGES AT THE END OF:
                         INSURANCE CHARGES                      CHARGES              1 YEAR              10 YEARS
                         -----------------                  ---------------     ----------------     ----------------
                          W/ THE      W/O    TOTAL ANNUAL   W/ THE     W/O      W/ THE      W/O      W/ THE      W/O
                          HIGHEST     ANY     INVESTMENT    HIGHEST    ANY      HIGHEST     ANY      HIGHEST     ANY
                           RIDER     RIDER     PORTFOLIO     RIDER    RIDER      RIDER     RIDER      RIDER     RIDER
INVESTMENT PORTFOLIO      CHARGE    CHARGE      CHARGES     CHARGE   CHARGE     CHARGE    CHARGE     CHARGE    CHARGE
- ---------------------------------------------------------------------------------------------------------------------
THE GCG TRUST
                                                                                     

Liquid Asset               2.71%    1.96%        0.56%      3.27%     2.52%       $33       $26       $357      $286
- ---------------------------------------------------------------------------------------------------------------------
Limited Maturity Bond      2.71%    1.96%        0.57%      3.28%     2.53%       $33       $26       $358      $287

- ---------------------------------------------------------------------------------------------------------------------
Global Fixed Income        2.71%    1.96%        1.60%      4.31%     3.56%       $43       $36       $446      $383
- ---------------------------------------------------------------------------------------------------------------------
Fully Managed              2.71%    1.96%        0.97%      3.68%     2.93%       $37       $30       $393      $325
- ---------------------------------------------------------------------------------------------------------------------
Total Return               2.71%    1.96%        0.91%      3.62%     2.87%       $36       $29       $388      $319
- ---------------------------------------------------------------------------------------------------------------------
Asset Allocation Growth    2.71%    1.96%        1.01%      3.72%     2.97%       $37       $30       $397      $329
- ---------------------------------------------------------------------------------------------------------------------
Equity Income              2.71%    1.96%        0.96%      3.67%     2.92%       $37       $30       $392      $324
- ---------------------------------------------------------------------------------------------------------------------
Investors                  2.71%    1.96%        1.01%      3.72%     2.97%       $37       $30       $397      $329
- ---------------------------------------------------------------------------------------------------------------------
Value Equity               2.71%    1.96%        0.96%      3.67%     2.92%       $37       $30       $392      $324
- ---------------------------------------------------------------------------------------------------------------------
Rising Dividends           2.71%    1.96%        0.96%      3.67%     2.92%       $37       $30       $392      $324
- ---------------------------------------------------------------------------------------------------------------------
Diversified Mid-Cap        2.71%    1.96%        1.01%      3.72%     2.97%       $37       $30       $397      $329
- ---------------------------------------------------------------------------------------------------------------------
Managed Global             2.71%    1.96%        1.25%      3.96%     3.21%       $40       $32       $417      $351
- ---------------------------------------------------------------------------------------------------------------------
Large Cap Value            2.71%    1.96%        1.01%      3.72%     2.97%       $37       $30       $397      $329
- ---------------------------------------------------------------------------------------------------------------------
All Cap                    2.71%    1.96%        1.01%      3.72%     2.97%       $37       $30       $397      $329
- ---------------------------------------------------------------------------------------------------------------------
Research                   2.71%    1.96%        0.91%      3.62%     2.87%       $36       $29       $388      $319
- ---------------------------------------------------------------------------------------------------------------------
Capital Appreciation       2.71%    1.96%        0.96%      3.67%     2.92%       $37       $30       $392      $324
- ---------------------------------------------------------------------------------------------------------------------
Growth and Income          2.71%    1.96%        1.11%      3.82%     3.07%       $38       $31       $405      $338
- ---------------------------------------------------------------------------------------------------------------------
Capital Growth             2.71%    1.96%        1.05%      3.76%     3.01%       $38       $30       $400      $333
- ---------------------------------------------------------------------------------------------------------------------
Strategic Equity           2.71%    1.96%        0.96%      3.67%     2.92%       $37       $30       $392      $324
- ---------------------------------------------------------------------------------------------------------------------
Special Situations         2.71%    1.96%        1.11%      3.82%     3.07%       $38       $31       $405      $338
- ---------------------------------------------------------------------------------------------------------------------
Mid-Cap Growth             2.71%    1.96%        0.91%      3.62%     2.87%       $36       $29       $388      $319
- ---------------------------------------------------------------------------------------------------------------------
Small Cap                  2.71%    1.96%        0.96%      3.67%     2.92%       $37       $30       $392      $324
- ---------------------------------------------------------------------------------------------------------------------
Growth                     2.71%    1.96%        1.04%      3.75%     3.00%       $38       $30       $399      $332
- ---------------------------------------------------------------------------------------------------------------------
Real Estate                2.71%    1.96%        0.96%      3.67%     2.92%       $37       $30       $392      $324
- ---------------------------------------------------------------------------------------------------------------------
Hard Assets                2.71%    1.96%        0.96%      3.67%     2.92%       $37       $30       $392      $324
- ---------------------------------------------------------------------------------------------------------------------
Developing World           2.71%    1.96%        1.75%      4.46%     3.71%       $45       $37       $458      $396
- ---------------------------------------------------------------------------------------------------------------------
Emerging Markets           2.71%    1.96%        1.75%      4.46%     3.71%       $45       $37       $458      $396

THE PIMCO VARIABLE INSURANCE TRUST
- ---------------------------------------------------------------------------------------------------------------------
PIMCO High Yield Bond      2.71%    1.96%        0.75%      3.46%     2.71%       $35       $27       $374      $304
- ---------------------------------------------------------------------------------------------------------------------
PIMCO StocksPLUS
  Growth and Income        2.71%    1.96%        0.65%      3.36%     2.61%       $34       $26       $365      $294
- ---------------------------------------------------------------------------------------------------------------------

ING VARIABLE INSURANCE TRUST
- ---------------------------------------------------------------------------------------------------------------------
ING Global Brand
  Names                    2.71%    1.96%        1.23%      3.94%     3.19%       $40       $32       $416      $349
- ---------------------------------------------------------------------------------------------------------------------
THE PRUDENTIAL SERIES FUND
Prudential Jennison        2.71%    1.96%        1.03%      3.74%     2.99%       $38       $30       $398      $331
- ---------------------------------------------------------------------------------------------------------------------
SP Jennison
 International Growth      2.71%    1.96%        1.64%      4.35%     3.60%       $44       $36       $449      $386
- ---------------------------------------------------------------------------------------------------------------------


108900SF                              5                          ACCESS PROFILE




The "Total Annual Investment Portfolio Charges" column above reflects current
expense reimbursements for applicable investment portfolios. For more detailed
information, see "Fees and Expenses" in the prospectus for the Contract.

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

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

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

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

7. WITHDRAWALS
You can withdraw your money at any time during the accumulation phase.
You may elect in advance to take systematic withdrawals which are
described on page 11. We will apply a market value adjustment if you
withdraw your money from the fixed account more than 30 days before the
applicable maturity date. Income taxes and a penalty tax may apply to
amounts withdrawn.

8. PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. The following chart shows
average annual total return for each portfolio that was in operation for
the entire year of 1999. These numbers reflect the deduction of the
mortality and expense risk charge (based on the Max 7 Enhanced Death
Benefit), the asset-based administrative charge, the annual contract fee
and the maximum optional benefit rider charge on a rider base that
accumulates at 7%. Please keep in mind that past performance is not a
guarantee of future results.

108900SF                          6                   ACCESS PROFILE




- --------------------------------------------------------------------------------
                                                               CALENDAR YEAR
INVESTMENT PORTFOLIO                                         1999         1998
- --------------------------------------------------------------------------------
Managed by A I M Capital Management, Inc.
     Capital Appreciation(1)                                21.64%         9.93%
     Strategic Equity(2)                                    52.52%        -1.62%
- --------------------------------------------------------------------------------
Managed by Alliance Capital Management L.P.
     Capital Growth(2)                                      22.52%         9.24%
- --------------------------------------------------------------------------------
Managed by Baring International Investment Limited
     Developing World(2)                                    57.88%           --
     Emerging Markets(4)                                    81.04%       -25.96%
     Global Fixed Income                                   -10.92%         9.12%
     Hard Assets(2)                                         20.42%       -31.32%
- --------------------------------------------------------------------------------
Managed by Capital Guardian Trust Company
     Large Cap Value                                           --            --
     Managed Global(3)                                      59.43%        26.18%
     Small Cap(3)                                           47.05%        18.04%
- --------------------------------------------------------------------------------
Managed by Eagle Asset Management, Inc.
     Value Equity                                           -1.96%        -0.93%
- --------------------------------------------------------------------------------
Managed by Fidelity Management & Research Company
    Asset Allocation Growth                                    --           --
    Diversified Mid-Cap                                        --           --
- --------------------------------------------------------------------------------
Managed by ING Investment Management, LLC
     Limited Maturity Bond                                  -1.34%         4.26%
     Liquid Asset                                            2.18%         2.49%
- --------------------------------------------------------------------------------
Managed by Janus Capital Corporation
     Growth(2)                                              74.00%        23.74%
     Growth and Income                                         --           --
     Special Situations                                        --           --
- --------------------------------------------------------------------------------
Managed by Kayne Anderson Investment Management, LLC
     Rising Dividends                                       13.07%        11.35%
- --------------------------------------------------------------------------------
Managed by Massachusetts Financial Services Company
     Mid-Cap Growth                                         74.87%        19.82%
     Research                                               21.23%        20.06%
     Total Return                                            0.84%         8.88%
- --------------------------------------------------------------------------------
Managed by  The Prudential Investment Corporation
     Real Estate(5)                                         -6.19%       -15.57%
- --------------------------------------------------------------------------------
Managed by Salomon Brothers Asset Management, Inc.
     All Cap                                                   --            --
     Investors                                                 --            --
- --------------------------------------------------------------------------------
Managed by T. Rowe Price Associates, Inc.
     Equity Income(2)                                       -3.17%         5.62%
     Fully Managed                                           4.31%         3.31%
- --------------------------------------------------------------------------------
Managed by Pacific Investment Management Company
     PIMCO High Yield Bond                                   0.48%           --
     PIMCO StocksPLUS Growth and Income                     16.95%           --
- --------------------------------------------------------------------------------
Managed by ING Investment Management Advisors B.V.
     ING Global Brand Names                                    --            --
- --------------------------------------------------------------------------------
Managed by Jennison Associates LLC
     Prudential Jennison                                       --            --
     SP Jennison International Growth                          --            --
- -----------------------
(1) Prior to April 1, 1999, a different firm managed the Portfolio.
(2) Prior to March 1, 1999, a different firm managed the Portfolio.
(3) Prior to February 1, 2000, a different firm managed the Portfolio.
(4) Prior to March 15, 2000, a different firm managed the Portfolio.
(5) Prior to May 1, 2000, a different firm managed the Portfolio.


108900SF                               7                          ACCESS PROFILE




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

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

THE FOLLOWING IS A DESCRIPTION OF THE DEATH BENEFIT OPTIONS FOR CONTRACT
OWNERS PURCHASING CONTRACTS ON OR AFTER January 1, 2001.  IF YOU PURCHASED
YOUR CONTRACT PRIOR TO THAT DATE, PLEASE SEE APPENDIX D FOR A DESCRIPTION
OF THE CALCULATION OF DEATH BENEFITS APPLICABLE TO YOUR CONTRACT.

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

Base Death Benefit.  We use the Base Death Benefit to help determine the
minimum death benefit payable under each of the Enhanced Death Benefit
options described below.  You do not elect the Base Death Benefit.  The
Base Death Benefit is equal to the greater of:

    1) the contract value; and

    2) the cash surrender value.

The STANDARD DEATH BENEFIT equals the sum of 1) and 2) where:

    1) is the contract value allocated to Special Funds; and

    2) is the Standard Minimum Guaranteed Death Benefit for amounts
       allocated to Non-Special Funds as further described in the
       prospectus.

ENHANCED DEATH BENEFIT OPTIONS. Under the Enhanced Death Benefit options,
if you die before the annuity start date, your beneficiary will receive
the greater of the Base Death Benefit and the Enhanced Death Benefit
option elected. For purposes of calculating the Enhanced Death Benefits,
certain investment portfolios and the Fixed Account are designated as
"Special Funds".  In addition to the Fixed Account, the investment
portfolios designated currently as Special Funds are the Liquid Asset
Portfolio and the Limited Maturity Bond Portfolio. Selecting a Special
Fund may limit or reduce the enhanced death benefit. You will
automatically receive the Standard Death Benefit unless you elect one of
the enhanced death benefit options.  The enhanced death benefit options
are available only at the time you purchase your Contract.  The enhanced
death benefit options are not available where a Contract is owned by
joint owners.  Once you choose a death benefit, it cannot be changed.  We
may in the future stop or suspend offering any of the enhanced death
benefit options to new Contracts.  A change in ownership of the Contract
may affect the amount of the death benefit and the enhanced death
benefit.  The MGWB rider may also affect the death benefit.  See "Minimum
Guaranteed Withdrawal Benefit (MGWB) Rider - Death Benefit during
Automatic Periodic Benefit Status."

Each of the enhanced death benefit options is based on a minimum
guaranteed death benefit for that option.  Please see "Death Benefit
Choices" in the prospectus for details on the calculation of the minimum
guaranteed death benefit for each enhanced death benefit and further
details on the effect of withdrawals and transfers on the calculation of
the enhanced death benefits.

108900SF                               8                      ACCESS PROFILE




The ANNUAL RATCHET ENHANCED DEATH BENEFIT equals the GREATER of:

    1) the Standard Death Benefit; and

    2) the sum of the contract value allocated to Special Funds and the
       Annual Ratchet Minimum Guaranteed Death Benefit for amounts
       allocated to Non-Special Funds as further described in the
       prospectus.

The 7% SOLUTION ENHANCED DEATH BENEFIT,  equals the GREATER of:

    1) the Standard Death Benefit; and

    2) the sum of the contract value allocated to Special Funds and the
       7% Solution Minimum Guaranteed Death Benefit for amounts allocated
       to Non-Special Funds as further described in the prospectus.

The MAX 7 ENHANCED DEATH BENEFIT  equals the greater of the 7% Solution
Enhanced Death Benefit and the Annual Ratchet Enhanced Death Benefit.

Under this benefit option, the 7% Solution Enhanced Death Benefit and the
Annual Ratchet Enhanced Death Benefit are calculated in the same manner
as if each were the elected benefit.

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

We may, with 30 days notice to you, designate any investment portfolio as
a Special Fund on existing contracts with respect to new premiums added
to such investment portfolio and also with respect to new transfers to
such investment portfolio. Keep in mind that selecting a Special Fund may
limit or reduce the Enhanced Death Benefit.

For the period during which a portion of the contract value is allocated
to a Special Fund, we may, at our discretion, reduce the mortality and
expense risk charge attributable to that portion of the contract value.
The reduced mortality and expense risk charge will be applicable only
during the period contract value is allocated to a Special Fund.

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


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

108900SF                          9                   ACCESS PROFILE




permitted to the extent that it would increase the contract value in
the Restricted Fund to more than the applicable limits  following the
transfer.  Transfers from Restricted Funds  are not  limited.   If
the result of multiple transfers is  to lower  the percentage  of
total  contract value  in  the  Restricted Fund,  the reallocation
will  be  permitted even if the percentage of contract value in the
Restricted Fund is greater than the limit.  See "Restricted Funds"
in the prospectus for more information.


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

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

The  following describes the optional riders for contract owners
purchasing Contracts on or after January 1, 2001.  If you purchased your
Contract prior to that date, please see Appendix E for a description of
the calculation of the optional rider benefits applicable under your
Contract.

    Minimum Guaranteed Accumulation Benefit (MGAB) Rider.  The MGAB is
   an optional benefit which offers you the ability to receive a one-time
   adjustment to your contract value in the event your contract value on
   a specified date is below the MGAB rider guarantee. When added at
   issue, the MGAB rider guarantees that your contract value will at
   least equal your initial premium payment at the end of ten years, or,
   at least equal two times your initial premium payment at the end of
   twenty years, depending on the waiting period you select, reduced pro
   rata for withdrawals and certain transfers. The MGAB rider offers a
   ten-year option and a twenty-year option, of which you may purchase
   only one. Investment in Special Funds may limit or reduce the benefits
   provided under the rider.  As is more fully described in the
   prospectus, rider benefits are generally based on the contract value
   for allocations to Special Funds. The MGAB rider may offer you
   protection in the event of a lower contract value that may result from
   unfavorable investment performance of your Contract. There are
   exceptions, conditions, eligibility requirements, and important
   considerations associated with the MGAB rider. See "Optional Riders"
   in the prospectus for more complete information.

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

    Minimum Guaranteed Withdrawal Benefit (MGWB) Rider.  The MGWB rider
   is an optional benefit which guarantees that if your contract value is
   reduced to zero you will receive annual periodic payments, which, when
   added together, equal all premium payments paid during the first two
   contract years, less adjustments for any prior withdrawals and
   adjusted by transfers to Special Funds. If your contract value is
   reduced to zero, your periodic payments will be 7% of your Eligible
   Payment Amount every year. (Of course, any applicable income and
   penalty taxes will apply to amounts withdrawn.) Your original Eligible
   Payment Amount is your premium payments received during the first two
   contract years. Withdrawals that you make in excess of the above
   periodic payment amount may substantially


108900SF                          10                   ACCESS PROFILE




   reduce the guarantee.  Investment in Special Funds may limit or
   reduce the benefits provided underthe rider.  As is more fully
   described in the prospectus, rider benefits are generally
   based on the contract value for allocations to Special
   Funds. There are exceptions, conditions, eligibility requirements,
   and important considerations associated with the MGWB
   rider. You should read  the  prospectus for more information.

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

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

     Systematic Withdrawals.  During the accumulation phase, you can
   arrange to have money sent to you at regular intervals throughout the
   year. These withdrawals will not result in any surrender charges.
   Withdrawals from your money in the fixed account under this program
   are not subject to a market value adjustment. Of course, any
   applicable income and penalty taxes will apply on amounts withdrawn. .
   If you invest in Restricted Funds, your systematic withdrawals may be
   affected.  Please see "Withdrawals" in the prospectus for more
   complete information.

     Automatic Rebalancing.  If your contract value is $10,000 or more,
   you may elect to have the Company automatically readjust the money
   between your investment portfolios periodically to keep the blend you
   select. Investments in the fixed account are not eligible for
   automatic rebalancing. . If you invest in Restricted Funds, automatic
   rebalancing may be affected.  Please see "Transfers Among Your
   Investments" in the prospectus for more complete information.


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

     CUSTOMER SERVICE CENTER
     P.O. BOX 2700
     WEST CHESTER, PENNSYLVANIA19380
     (800) 366-0066

or your registered representative.

108900SF                          11                   ACCESS PROFILE













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108900SF




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

       DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
                          GOLDENSELECT  ACCESS/R/


                                                    DECEMBER 29, 2000

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

     The Contract provides a means for you to invest your premium
  payments in one or more of 32 mutual fund investment portfolios. You
  may also allocate premium payments to our Fixed Account with
  guaranteed interest periods. Your contract value will vary daily to
  reflect the investment performance of the investment portfolio(s)
  you select and any interest credited to your allocations in the
  Fixed Account. The investment portfolios available under your
  Contract and the portfolio managers are listed on the back of this
  cover.

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

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

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

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

  THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE
  GCG TRUST, THE PIMCO VARIABLE INSURANCE TRUST, ING VARIABLE
  INSURANCE TRUST AND THE PRUDENTIAL SERIES FUND.


 A LIST OF THE INVESTMENT PORTFOLIOS AND THE MANAGERS ARE LISTED ON THE
                           BACK OF THIS COVER.
- ----------------------------------------------------------------------

ACC4SF-108900




     The  investment portfolios available under your  Contract  and
  the portfolio managers are:

               A I M CAPITAL MANAGEMENT, INC.
                    Capital Appreciation Series
                    Strategic Equity Series
               ALLIANCE CAPITAL MANAGEMENT L. P.
                    Capital Growth Series
               BARING INTERNATIONAL INVESTMENT LIMITED (AN AFFILIATE)
                    Developing World Series
                    Emerging Market Series
                    Global Fixed Income Series
                    Hard Assets Series
               CAPITAL GUARDIAN TRUST COMPANY
                    Large Cap Value Series
                    Managed Global Series
                    Small Cap Series
               EAGLE ASSET MANAGEMENT, INC
                    Value Equity Series
               FIDELITY MANAGEMENT & RESEARCH COMPANY
                    Asset Allocation Growth Series
                    Diversified Mid-Cap Series
               ING INVESTMENT MANAGEMENT, LLC (AN AFFILIATE)
                    Limited Maturity Bond Series
                    Liquid Asset Series
               JANUS CAPITAL CORPORATION
                    Growth Series
                    Growth and Income Series
                    Special Situations Series
               KAYNE ANDERSON INVESTMENT MANAGEMENT, LLC
                    Rising Dividends Series
               MASSACHUSETTS FINANCIAL SERVICES COMPANY
                    Mid-Cap Growth Series
                    Research Series
                    Total Return Series
               THE PRUDENTIAL INVESTMENT CORPORATION
                    Real Estate Series
               SALOMON BROTHERS ASSET MANAGEMENT, INC
                    All Cap Series
                    Investors Series
               T. ROWE PRICE ASSOCIATES, INC.
                    Equity Income Series
                    Fully Managed Series
               PACIFIC INVESTMENT MANAGEMENT COMPANY
                    PIMCO High Yield Bond Portfolio
                    PIMCO StocksPLUS Growth and Income Portfolio
               ING INVESTMENT MANAGEMENT ADVISORS B.V. (AN AFFILIATE)
                    ING Global Brand Names Fund
               JENNISON ASSOCIATES LLC
                    Prudential Jennison Portfolio
                    SP Jennison International Growth Portfolio

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

ACC4SF-108900




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

                                                                   Page

     Index of Special Terms                                           1
     Fees and Expenses                                                2
     Performance Information                                         10
        Accumulation Unit                                            10
        Net Investment Factor                                        10
        Condensed Financial Information                              10
        Financial Statements                                         10
        Performance Information                                      10
     Golden American Life Insurance Company                          11
     The Trusts                                                      12
     Golden American Separate Account B                              12
     The Investment Portfolios                                       13
        Investment Objectives                                        13
        Investment Management Fees                                   17
        Restricted Funds                                             17
     The Fixed Interest Allocation                                   18
        Selecting a Guaranteed Interest Period                       19
        Guaranteed Interest Rates                                    19
        Transfers from a Fixed Interest Allocation                   19
        Withdrawals from a Fixed Interest Allocation                 20
        Market Value Adjustment                                      20
     Special Funds                                                   21
     The Annuity Contract                                            22
        Contract Date and Contract Year                              22
        Annuity Start Date                                           22
        Contract Owner                                               22
        Annuitant                                                    23
        Beneficiary                                                  23
        Purchase and Availability of the Contract                    24
        Crediting of Premium Payments                                24
        Administrative Procedures                                    25
        Contract Value                                               25
        Cash Surrender Value                                         26
        Surrendering to Receive the Cash Surrender Value             26
        The Subaccounts                                              26
        Addition, Deletion or Substitution of Subaccounts
         and Other Changes                                           26
        The Fixed Account                                            27
        Optional Riders                                              27
          Rider Date                                                 27
          Special Funds                                              27
          No Cancellation                                            27
          Termination                                                27
          Minimum Guaranteed Accumulation Benefit Rider              27
          Minimum Guaranteed Income Benefit Rider                    30
          Minimum Guaranteed Withdrawal Benefit Rider                32
        Other Contracts                                              34
        Other Important Provisions                                   34

ACC4SF-108900                            i




- ----------------------------------------------------------------------
                     Table of Contents (continued)
- ----------------------------------------------------------------------

                                                                   Page

     Withdrawals                                                     34
        Regular Withdrawals                                          35
        Systematic Withdrawals                                       35
        IRA Withdrawals                                              36
     Transfers Among Your Investments                                37
        Transfers by Third Parties                                   38
        Dollar Cost Averaging                                        38
        Automatic Rebalancing                                        39
     Death Benefit Choices                                           40
        Death Benefit During the Accumulation Phase                  40
          Standard Death Benefit                                     41
          Enhanced Death Benefit Options                             41
        Death Benefit During the Income Phase                        43
        Continuation After Death - Spouse                            43
        Continuation After Death - Non Spouse                        43
        Required Distributions Upon Contract Owner's Death           43
     Charges and Fees                                                44
        Charge Deduction Subaccount                                  44
        Charges Deducted from the Contract Value                     44
          No Surrender Charge                                        44
          Premium Taxes                                              44
          Administrative Charge                                      44
          Transfer Charge                                            45
        Charges Deducted from the Subaccounts                        45
          Mortality and Expense Risk Charge                          45
          Asset-Based Administrative Charge                          45
          Optional Rider Charges                                     45
        Trust Expenses                                               46
     The Annuity Options                                             46
        Annuitization of Your Contract                               46
        Selecting the Annuity Start Date                             47
        Frequency of Annuity Payments                                47
        The Annuity Options                                          47
          Income for a Fixed Period                                  47
          Income for Life with a Period Certain                      48
          Joint Life Income                                          48
          Annuity Plan                                               48
        Payment When Named Person Dies                               48
     Other Contract Provisions                                       48
        Reports to Contract Owners                                   48
        Suspension of Payments                                       48
        In Case of Errors in Your Application                        49
        Assigning the Contract as Collateral                         49
        Contract Changes-Applicable Tax Law                          49
        Free Look                                                    49
        Group or Sponsored Arrangements                              49
        Selling the Contract                                         49

ACC4SF-108900                            ii




- ----------------------------------------------------------------------
                     Table of Contents (continued)
- ----------------------------------------------------------------------

                                                                    Page

     Other Information                                               50
        Voting Rights                                                50
        State Regulation                                             50
        Legal Proceedings                                            51
        Legal Matters                                                51
        Experts                                                      51
     Federal Tax Considerations                                      51
     More Information About Golden American Life
      Insurance Company                                              59
     Unaudited Financial Statements of Golden American Life
      Insurance Company                                              82
     Financial Statements of Golden American Life
      Insurance Company                                              92
     Statement of Additional Information
      Table of Contents                                             122
     Appendix A
      Condensed Financial Information                                A1
     Appendix B
      Market Value Adjustment Examples                               B1

    Appendix C
      Withdrawal Adjustment for 7% Solution Death Benefit Examples   C1
     Appendix D
      Death Benefits for Contract Owners Who Purchased Contracts
       Prior to January 1, 2001                                      D1
     Appendix E
      Optional Rider Benefits for Contract Owners Who Purchased
       Contracts Prior to January 1, 2001                            E1




ACC4SF-108900                            iii
















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                        Index of Special Terms

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

SPECIAL TERM                          PAGE

Accumulation Unit                      10
Annual Ratchet Enhanced Death Benefit  42
Annuitant                              23
Annuity Start Date                     22
Cash Surrender Value                   26
Max 7 Enhanced Death Benefit           43
Contract Date                          22
Contract Owner                         22
Contract Value                         25
Contract Year                          22
Fixed Interest Allocation              18
Market Value Adjustment                20
Net Investment Factor                  10
Restricted Fund                        17
Rider Date                             27
7% Solution Enhanced Death Benefit     41
Special Fund                           21
Standard Death Benefit                 41



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

TERM USED IN THIS PROSPECTUS          CORRESPONDING TERM USED IN THE CONTRACT

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


ACC4SF-108900                       1




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

CONTRACT OWNER TRANSACTION EXPENSES*

   Surrender Charge                                 None

   Transfer Charge:  $25 per transfer, if you make more
       than 12 transfers in a contract year. **

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

   **  We currently do not impose this charge, but may do so in the future.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE*

   Administrative Charge........................... $40

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

   *   We  deduct  this charge on each contract anniversary  and  on
       surrender

SEPARATE ACCOUNT ANNUAL CHARGES*

- ----------------------------------------------------------------------
                              Standard     Enhanced Death Benefits
                               Death        Annual       7%     Max
                              Benefit       Ratchet   Solution   7

  Mortality & Expense          1.30%         1.55%     1.65%   1.75%
   Risk Charge
  Asset-Based Administrative   0.15%         0.15%     0.15%   0.15%
   Charge                      -----         -----     -----   -----
   Total                       1.45%         1.70%     1.80%   1.90%
- ----------------------------------------------------------------------

   *   As  a  percentage  of average daily assets in  each  subaccount.
       The  mortality  and  expense risk charge  and  the  asset-based
       administrative charge are deducted daily.

OPTIONAL RIDER CHARGES*

   Minimum Guaranteed Accumulation Benefit rider:

        Waiting Period     Quarterly Charge
        --------------     ----------------
        10 Year            0.125% of the MGAB Charge Base(1)(0.50% annually)
        20 Year            0.125% of the MGAB Charge Base(0.50% annually)

   Minimum Guaranteed Income Benefit rider:

        MGIB Rate          Quarterly Charge
        ---------          ----------------
        7%                 0.125% of the MGIB Charge Base(2)(0.50% annually)

   Minimum Guaranteed Withdrawal Benefit rider:

        Quarterly Charge
        ----------------
        0.125% of the MGWB Eligible Payment Amount(3)(0.50% annually)

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

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

ACC4SF-108900                       2




       and reduced pro rata for transfers made during the three year
       period before the MGAB Benefit Date. The MGAB Charge Base is
       tracked separately for Special and Non-Special Funds,  based
       on  initial  allocation  of  premium  (or  contract  value),
       subsequent  allocation of eligible premium, withdrawals  and
       transfers.  Withdrawals and transfers may reduce the  Charge
       Base by more than the amount withdrawn or transferred.

   (2) The  MGIB  Charge Base generally depends on  the  amount  of
       premiums you pay during the first five contract years  after
       you  purchase the rider, when you pay them, and less  a  pro
       rata  deduction for any withdrawal made while the MGIB rider
       is in effect. The MGIB Charge Base is tracked separately for
       Special  and Non-Special Funds, based on initial  allocation
       of  premium  (or contract value), subsequent  allocation  of
       eligible premium, withdrawals and transfers. Withdrawals and
       transfers  between Special and Non-Special Funds may  reduce
       the  MGIB  Charge Base by more than the amount withdrawn  or
       transferred.

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

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

- ----------------------------------------------------------------------
                               Management     Other         Total
   Portfolio                     Fee(1)    Expenses(2)   Expenses(3)
- ----------------------------------------------------------------------
 Liquid Asset                    0.56%         0.00%        0.56%
 Limited Maturity Bond           0.56%         0.01%        0.57%
 Global Fixed Income             1.60%         0.00%        1.60%
 Fully Managed                   0.96%         0.01%        0.97%
 Total Return                    0.91%         0.00%        0.91%
 Asset Allocation Growth         1.00%         0.01%        1.01%
 Equity Income                   0.96%         0.00%        0.96%
 Investors                       1.00%         0.01%        1.01%
 Value Equity                    0.96%         0.00%        0.96%
 Rising Dividends                0.96%         0.00%        0.96%
 Diversified Mid-Cap             1.00%         0.01%        1.01%
 Managed Global                  1.25%         0.00%        1.25%
 Large Cap Value                 1.00%         0.01%        1.01%
 All Cap                         1.00%         0.01%        1.01%
 Research                        0.91%         0.00%        0.91%
 Capital Appreciation            0.96%         0.00%        0.96%
 Growth and Income               1.10%         0.01%        1.11%
 Capital Growth                  1.04%         0.01%        1.05%
 Strategic Equity                0.96%         0.00%        0.96%
 Special Situations              1.10%         0.01%        1.11%
 Mid-Cap Growth                  0.91%         0.00%        0.91%
 Small Cap                       0.96%         0.00%        0.96%
 Growth                          1.04%         0.00%        1.04%
 Real Estate                     0.96%         0.00%        0.96%
 Hard Assets                     0.96%         0.00%        0.96%
 Developing World                1.75%         0.00%        1.75%
 Emerging Markets                1.75%         0.00%        1.75%
- ----------------------------------------------------------------------

  (1) Fees  decline  as  the  total  assets  of  certain  combined
      portfolios  increase. See the prospectus for the  GCG  Trust
      for more information.

  (2) Other expenses generally consist of independent trustees fees and
      certain expenses associated with investing in international markets.
      Other expenses are based on actual expenses for the year ended



ACC4SF-108900                       3




      December 31, 1999, except for (i) portfolios that commenced
      operations in 2000; and (ii) newly formed portfolios where
      the charges have  been estimated.

  (3) Total  Expenses are based on actual expenses for the  fiscal
      year ended December 31, 1999.

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

- ----------------------------------------------------------------------
                                MANAGEMENT     OTHER        TOTAL
 PORTFOLIO                        FEE(1)    EXPENSES(1)  EXPENSES(1)
- ----------------------------------------------------------------------
   PIMCO High Yield Bond          0.25%         0.50%       0.75%
   PIMCO StocksPLUS Growth and    0.40%         0.25%       0.65%
    Income
- ----------------------------------------------------------------------

  (1) PIMCO  has  contractually  agreed  to  reduce  total  annual
      portfolio  operating  expenses  to  the  extent  they  would
      exceed,  due  to the payment of organizational expenses  and
      Trustees' fees, 0.65% and 0.75% for the High Yield Bond  and
      the  StocksPLUS Growth and Income Portfolios,  respectively,
      of  average daily net assets. Without such reductions, total
      annual operating expenses for the fiscal year ended December
      31,  1999 would have remained unchanged for both Portfolios.
      Under the Expense Limitation Agreement, PIMCO may recoup any
      such  waivers  and  reimbursements in  future  periods,  not
      exceeding  three  years, provided total expenses,  including
      such  recoupment,  do not exceed the annual  expense  limit.
      The fees expressed are restated as of April 1, 2000.

ING VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of the portfolio):


                                                               TOTAL
                                               OTHER          EXPENSES
                               12B-1 FEE(3)   EXPENSES       AFTER FEE
              MANAGEMENT         AFTER      AFTER EXPENSE     WAIVER
              FEE AFTER        FEE WAIVER   REIMBURSEMENT   AND EXPENSE
PORTFOLIO     FEE WAIVER(1)(2)                            REIMBURSEMENT
- -----------------------------------------------------------------------
ING Global       0.30%          0.15%        0.78%            1.23%
 Brand Names
- -----------------------------------------------------------------------

  (1) Since  the  portfolio  had not commenced  operations  as  of
      December  31, 1999, expenses as shown are based on estimates
      of  the  portfolio's operating expenses for the  portfolio's
      first fiscal year.

  (2) ING Mutual Funds Management Co. LLC, the investment manager,
      has  entered  into an expense limitation contract  with  the
      portfolio,  under  which  it  will  limit  expenses  of  the
      portfolio  as  shown, excluding interest, taxes,  brokerage,
      and  extraordinary expenses through December 31, 2000.   Fee
      waiver  and/or reimbursements by the investment manager  may
      vary  in order to achieve such contractually obligated Total
      Expenses.  Without this contract, and based on estimates for
      the fiscal year ending December 31, 2000, total expenses are
      estimated to be 2.03% for the portfolio.

  (3) Pursuant  to a Plan of Distribution adopted by the portfolio
      under  Rule 12b-1 under the Investment Company Act of  1940,
      as amended, the portfolio pays its distributor an annual fee
      of  up to 0.25% of average daily net assets attributable  to
      portfolio shares.  The distribution fee may be used  by  the
      distributor for the purpose of financing any activity  which
      is primarily intended to result in the sale of shares of the
      portfolio.    For  more  information  see  the   portfolio's
      Statement of Additional Information.

ACC4SF-108900                       4




THE PRUDENTIAL SERIES FUND ANNUAL EXPENSES (as a percentage of the
average daily net assets of the portfolio):

- ----------------------------------------------------------------------
                         MANAGEMENT  12B-1    OTHER       TOTAL
  PORTFOLIO                 FEE      FEE(1)  EXPENSES(2) EXPENSES(2)
- ----------------------------------------------------------------------

Prudential Jennison        0.60%     0.25%     0.18%      1.03%

SP Jennison International  0.85%     0.25%     0.54%      1.64%
 Growth
- ----------------------------------------------------------------------

  (1) The 12b-1 fees for the Prudential Jennison Portfolio and  SP
      Jennison  International  Growth  Portfolio  are  imposed  to
      enable  the  portfolios to recover certain  sales  expenses,
      including  compensation  to  broker-dealers,  the  cost   of
      printing  prospectuses for delivery to prospective investors
      and  advertising  costs  for each portfolio.   Over  a  long
      period  of  time, the total amount of 12b-1  fees  paid  may
      exceed the amount of sales charges imposed by the product.

  (2) Since  the  Prudential Jennison Portfolio  and  SP  Jennison
      International Portfolio had not commenced operations  as  of
      December  31, 1999, expenses as shown are based on estimates
      of  the  portfolio's operating expenses for the  portfolio's
      first fiscal year.

The  purpose  of  the foregoing tables is to help you  understand  the
various costs and expenses that you will bear directly and indirectly.
See  the  prospectuses of the GCG Trust, the PIMCO Variable  Insurance
Trust,  the  ING  Variable Insurance Trust, and the Prudential  Series
Fund for additional information on management or advisory fees and  in
some cases on other portfolio expenses.

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


EXAMPLES:
The  following four examples are designed to show you the expenses you
would  pay on a $1000 investment that earns 5% annually. Each  example
assumes  election  of the Max 7 Enhanced Death Benefit.  The  examples
reflect the deduction of a mortality and expense risk charge, an asset-
based  administrative  charge, and an annual  contract  administrative
charge  as  an annual charge of 0.06% of assets (based on  an  average
contract value of $70,000).  In addition, Examples 1 and 2 assume  you
elected  an  optional  benefit rider with  the  highest  charge  0.75%
annually  where  the  rider base is equal to the initial  premium  and
increases by 7% annually and assume the rider charge is assessed  each
quarter  on a base equal to the hypothetical $1,000 premium increasing
at  7%  per  year.   The  annual charge  of  0.75%  results  from  the
assumption  of a 7% annual increase in the rider base but  only  a  5%
earnings increase in the contract value before expenses.  Thus,  0.75%
represents  an  annual  charge  over  the  10-year  period  which   is
equivalent to an increasing charge of 0.125% per quarter over the same
period.  Each example also assumes that any applicable expense
reimbursements of underlying portfolio expenses will continue for the
period shown.  If  the  Standard Death Benefit, the Annual Ratchet Enhanced
Death  Benefit, or the 7% Solution Enhanced Death Benefit  is  elected
instead of the Max 7 Enhanced Death Benefit used in the examples,  the
actual expenses will be less than those represented in the examples.


ACC4SF-108900                       5




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

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

                          1 Year    3 Years   5 Years  10 Years
- ----------------------------------------------------------------------
   THE GCG TRUST

   Liquid Asset             $33      $101      $171      $357
   Limited Maturity Bond    $33      $101      $171      $358

   Global Fixed Income      $43      $131      $219      $446
   Fully Managed            $37      $113      $190      $393
   Total Return             $36      $111      $187      $388
   Asset Allocation Growth  $37      $114      $192      $397
   Equity Income            $37      $112      $190      $392
   Investors                $37      $114      $192      $397
   Value Equity             $37      $112      $190      $392
   Rising Dividends         $37      $112      $190      $392
   Diversified Mid-Cap      $37      $114      $192      $397
   Managed Global           $40      $121      $203      $417
   Large Cap Value          $37      $114      $192      $397
   All Cap                  $37      $114      $192      $397
   Research                 $36      $111      $187      $388
   Capital Appreciation     $37      $112      $190      $392
   Growth and Income        $38      $117      $197      $405
   Capital Growth           $38      $115      $194      $400
   Strategic Equity         $37      $112      $190      $392
   Special Situations       $38      $117      $197      $405
   Mid-Cap Growth           $36      $111      $187      $388
   Small Cap                $37      $112      $190      $392
   Growth                   $38      $115      $193      $399
   Real Estate              $37      $112      $190      $392
   Hard Assets              $37      $112      $190      $392
   Developing World         $45      $135      $226      $458
   Emerging Markets         $45      $135      $226      $458

   THE PIMCO VARIABLE INSURANCE TRUST
   PIMCO High Yield Bond    $35      $106      $180      $374
   PIMCO StocksPLUS
   Growth and  Income       $34      $103      $175      $365

   ING VARIABLE INSURANCE TRUST
   ING Global Brand Names   $40      $120      $202      $416

   PRUDENTIAL SERIES FUND
   Prudential Jennison      $38      $114      $193      $398
   SP Jennison              $44      $132      $221      $449
    International Growth
- ----------------------------------------------------------------------

ACC4SF-108900                       6




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

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

                          1 Year    3 Years   5 Years  10 Years
- ----------------------------------------------------------------------

   THE GCG TRUST

   Liquid Asset             $33      $101      $171      $357
   Limited Maturity Bond    $33      $101      $171      $358

   Global Fixed Income      $43      $131      $219      $446
   Fully Managed            $37      $113      $190      $393
   Total Return             $36      $111      $187      $388
   Asset Allocation Growth  $37      $114      $192      $397
   Equity Income            $37      $112      $190      $392
   Investors                $37      $114      $192      $397
   Value Equity             $37      $112      $190      $392
   Rising Dividends         $37      $112      $190      $392
   Diversified Mid-Cap      $37      $114      $192      $397
   Managed Global           $40      $121      $203      $417
   Large Cap Value          $37      $114      $192      $397
   All Cap                  $37      $114      $192      $397
   Research                 $36      $111      $187      $388
   Capital Appreciation     $37      $112      $190      $392
   Growth and Income        $38      $117      $197      $405
   Capital Growth           $38      $115      $194      $400
   Strategic Equity         $37      $112      $190      $392
   Special Situations       $38      $117      $197      $405
   Mid-Cap Growth           $36      $111      $187      $388
   Small Cap                $37      $112      $190      $392
   Growth                   $38      $115      $193      $399
   Real Estate              $37      $112      $190      $392
   Hard Assets              $37      $112      $190      $392
   Developing World         $45      $135      $226      $458
   Emerging Markets         $45      $135      $226      $458

   THE PIMCO VARIABLE INSURANCE TRUST
   PIMCO High Yield Bond    $35      $106      $180      $374
   PIMCO StocksPLUS
   Growth and Income        $34      $103      $175      $365

   ING VARIABLE INSURANCE TRUST
   ING Global Brand Names   $40      $120      $202      $416

   PRUDENTIAL SERIES FUND
   Prudential Jennison      $38      $114      $193      $398
   SP Jennison              $44      $132      $221      $449
    International Growth
- ----------------------------------------------------------------------

ACC4SF-108900                       7




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

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

                          1 Year    3 Years   5 Years  10 Years
- ----------------------------------------------------------------------

   THE GCG TRUST
   Liquid Asset             $26      $  78     $134      $286
   Limited Maturity Bond    $26      $  79     $135      $287
   Global Fixed Income      $36      $ 109     $185      $383
   Fully Managed            $30      $  91     $154      $325
   Total Return             $29      $  89     $151      $319
   Asset Allocation Growth  $30      $  92     $156      $329
   Equity Income            $30      $  90     $154      $324
   Investors                $30      $  92     $156      $329
   Value Equity             $30      $  90     $154      $324
   Rising Dividends         $30      $  90     $154      $324
   Diversified Mid-Cap      $30      $  92     $156      $329
   Managed Global           $32      $  99     $168      $351
   Large Cap Value          $30      $  92     $156      $329
   All Cap                  $30      $  92     $156      $329
   Research                 $29      $  89     $151      $319
   Capital Appreciation     $30      $  90     $154      $324
   Growth and Income        $31      $  95     $161      $338
   Capital Growth           $30      $  93     $158      $333
   Strategic Equity         $30      $  90     $154      $324
   Special Situations       $31      $  95     $161      $338
   Mid-Cap Growth           $29      $  89     $151      $319
   Small Cap                $30      $  90     $154      $324
   Growth                   $30      $  93     $158      $332
   Real Estate              $30      $  90     $154      $324
   Hard Assets              $30      $  90     $154      $324
   Developing World         $37      $ 113     $192      $396
   Emerging Markets         $37      $ 113     $192      $396

   THE PIMCO VARIABLE INSURANCE TRUST
   PIMCO High Yield Bond    $27      $  84     $143      $304
   PIMCO StocksPLUS
   Growth and Income        $26      $  81     $139      $294

   ING VARIABLE INSURANCE TRUST
   ING Global Brand Names   $32      $  98     $167      $349

   PRUDENTIAL SERIES FUND
   Prudential Jennison      $30      $  92     $157      $331
   SP Jennison              $36      $ 110     $186      $386
    International Growth
- ----------------------------------------------------------------------

ACC4SF-108900                       8




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

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

                          1 Year    3 Years   5 Years  10 Years
- ----------------------------------------------------------------------

   THE GCG TRUST
   Liquid Asset             $26      $  78     $134      $286
   Limited Maturity Bond    $26      $  79     $135      $287
   Global Fixed Income      $36      $ 109     $185      $383
   Fully Managed            $30      $  91     $154      $325
   Total Return             $29      $  89     $151      $319
   Asset Allocation Growth  $30      $  92     $156      $329
   Equity Income            $30      $  90     $154      $324
   Investors                $30      $  92     $156      $329
   Value Equity             $30      $  90     $154      $324
   Rising Dividends         $30      $  90     $154      $324
   Diversified Mid-Cap      $30      $  92     $156      $329
   Managed Global           $32      $  99     $168      $351
   Large Cap Value          $30      $  92     $156      $329
   All Cap                  $30      $  92     $156      $329
   Research                 $29      $  89     $151      $319
   Capital Appreciation     $30      $  90     $154      $324
   Growth and Income        $31      $  95     $161      $338
   Capital Growth           $30      $  93     $158      $333
   Strategic Equity         $30      $  90     $154      $324
   Special Situations       $31      $  95     $161      $338
   Mid-Cap Growth           $29      $  89     $151      $319
   Small Cap                $30      $  90     $154      $324
   Growth                   $30      $  93     $158      $332
   Real Estate              $30      $  90     $154      $324
   Hard Assets              $30      $  90     $154      $324
   Developing World         $37      $ 113     $192      $396
   Emerging Markets         $37      $ 113     $192      $396

   THE PIMCO VARIABLE INSURANCE TRUST
   PIMCO High Yield Bond    $27      $  84     $143      $304
   PIMCO StocksPLUS
   Growth and Income        $26      $  81     $139      $294

   ING VARIABLE INSURANCE TRUST
   ING Global Brand Names   $32      $  98     $167      $349

   PRUDENTIAL SERIES FUND
   Prudential Jennison      $30      $  92     $157      $331
   SP Jennison              $36      $ 110     $186      $386
    International Growth
- ----------------------------------------------------------------------

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


108900                            9




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

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

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

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

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

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

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

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

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

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the year ended
December 31, 1999 are included in the Statement of Additional
Information. The unaudited consolidated financial statements of Golden
American for the nine months ended September 30, 2000 and audited consolidated
financial statements of Golden American for the years ended December 31,
1999, 1998 and 1997 are included in this prospectus.

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

Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period. Information on standard
total average annual return performance will include average annual rates
of total return for 1, 5 and 10 year periods, or lesser periods depending
on how long Separate Account B has been investing in the portfolio. We
may show other total returns for periods of less than one year. Total
return figures will be based on the actual historic performance of the
subaccounts of Separate Account B, assuming an investment at the
beginning of the period when the separate account first invested in the
portfolios, withdrawal of the investment at the end of the period,
adjusted to reflect the deduction of all applicable portfolio and current
contract charges. We may also show rates of total return on amounts
invested at the beginning of the period with no withdrawal at the end of
the period.  Total return figures which assume no withdrawals at the end
of the period will reflect all recurring charges. Quotations of average
annual return for the Managed Global subaccount take into

ACC4SF-108900                                 10





account the period before September 3, 1996, during which it was maintained
as a subaccount of Golden American Separate Account D. In addition, we may
present historic performance data for the investment portfolios since their
inception reduced by some or all of the fees and charges under the Contract.
Such adjusted historic performance includes data that precedes the inception
dates of the subaccounts of Separate Account B. This data is designed to show
the performance that would have resulted if the Contract had been in existence
before the separate account began investing in the portfolios.

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

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

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

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

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

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

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


ACC4SF-108900                                 11




- --------------------------------------------------------------------------------
                                   THE TRUSTS
- --------------------------------------------------------------------------------

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

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

ING Variable Insurance Trust is also a mutual fund whose shares are
offered to separate accounts funding variable annuity contracts offered
by Golden American.  Pending SEC approval, shares of ING Variable
Insurance Trust may also be sold to variable annuity and variable life
insurance policies offered by other insurance companies, both affiliated
and unaffiliated with Golden American.  The address of ING Variable
Insurance Trust is 1475 Dunwoody Drive, West Chester, PA 19380.

The Prudential Series Fund, Inc. is also a mutual fund whose shares are
available to separate accounts funding variable annuity and variable life
insurance polices offered by The Prudential Insurance Company of America,
its affiliated insurers and other life insurance companies not affiliated
with Prudential, including Golden American.  The address of the
Prudential Series Fund is 751 Broad Street, Newark, NJ 07102.

In the event that, due to differences in tax treatment or other
considerations, the interests of contract owners of various contracts
participating in the Trusts conflict, we, the Boards of Trustees of the
GCG Trust and the PIMCO Variable Insurance Trust, the ING Variable
Insurance Trust, the Board of Directors of the Prudential Series Fund,
and the management of Directed Services, Inc., Pacific Investment
Management Company, ING Mutual Funds Management Co. LLC, Prudential
Insurance Company of America, and any other insurance companies
participating in the Trusts will monitor events to identify and resolve
any material conflicts that may arise.

YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, THE PIMCO
VARIABLE INSURANCE TRUST, ING VARIABLE INSURANCE TRUST, AND THE
PRUDENTIAL SERIES FUND IN THE ACCOMPANYING PROSPECTUS FOR EACH TRUST.
YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING.

- --------------------------------------------------------------------------------
                       GOLDEN AMERICAN SEPARATE ACCOUNT B
- --------------------------------------------------------------------------------

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

Separate Account B is divided into subaccounts. Each subaccount invests
exclusively in shares of one investment portfolio of the GCG Trust, the
PIMCO Variable Insurance Trust, the ING Variable Insurance Trust or the
Prudential Series Fund.  Each investment portfolio has its own distinct
investment objectives and policies. Income, gains and losses, realized or
unrealized, of a portfolio are credited to or charged against the
corresponding subaccount of Separate Account B without regard to any
other income, gains or losses of the Company. Assets equal to the
reserves and other contract liabilities with respect to each are not
chargeable with liabilities arising out of any other business of the
Company. They may, however, be subject to liabilities arising from
subaccounts whose assets we attribute to other variable annuity contracts
supported by Separate Account B. If the assets in Separate Account B
exceed the required reserves and other

ACC4SF-108900                                12




liabilities, we may transfer the excess to our general account. We are
obligated to pay all benefits and make all payments provided under the
Contracts.

We currently offer other variable annuity contracts that invest in
Separate Account B but are not discussed in this prospectus. Separate
Account B may also invest in other investment portfolios which are not
available under your Contract.  Under certain circumstances, we may make
certain changes to the subaccounts.  For more information, see "The
Annuity Contract - Addition, Deletion, or Substitution of Subaccounts and
Other Changes."

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

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

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below.
You should understand that there is no guarantee that any portfolio will
meet its investment objectives. Meeting objectives depends on various
factors, including, in certain cases, how well the portfolio managers
anticipate changing economic and market conditions.  Separate Account B
also has other subaccounts investing in other portfolios which are not
available to the Contract described in this prospectus.  YOU CAN FIND
MORE DETAILED INFORMATION ABOUT THE INVESTMENT PORTFOLIOS IN THE
PROSPECTUSES FOR THE GCG TRUST, THE PIMCO VARIABLE INSURANCE TRUST, ING
VARIABLE INSURANCE TRUST AND THE PRUDENTIAL SERIES FUND.  YOU SHOULD READ
THESE PROSPECTUSES BEFORE INVESTING.

- --------------------------------------------------------------------------------
INVESTMENT PORTFOLIO    INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------

   THE GCG TRUST
   Liquid Asset         Seeks high level of current income
                        consistent with the preservation of capital
                        and liquidity.
                        Invests primarily in obligations of the
                        U.S. Government and its agencies and
                        instrumentalities, bank obligations,
                        commercial paper and short-term corporate
                        debt securities.  All securities will
                        mature in less than one year.
                        --------------------------------------------------------
   Limited Maturity     Seeks highest current income consistent
   Bond                 with low risk to principal and liquidity.
                        Also seeks to enhance its total return
                        through capital appreciation when market
                        factors, such as falling interest rates and
                        rising bond prices, indicate that capital
                        appreciation may be available without
                        significant risk to principal.
                        Invests primarily in diversified limited
                        maturity debt securities with average
                        maturity dates of five years or shorter and
                        in no cases more than seven years.
                        --------------------------------------------------------
   Global Fixed Income  Seeks high total return.
                        Invests primarily in high-grade fixed
                        income securities, both foreign and
                        domestic.
                        --------------------------------------------------------

ACC4SF-108900                                 13




- --------------------------------------------------------------------------------
INVESTMENT PORTFOLIO    INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
  Fully Managed         Seeks, over the long term, a high total
                        investment return consistent with the
                        preservation of capital and with prudent
                        investment risk.
                        Invests primarily in the common stocks of
                        established companies believed by the
                        portfolio manager to have above-average
                        potential for capital growth.
                        --------------------------------------------------------
   Total Return         Seeks above-average income (compared to a
                        portfolio entirely invested in equity
                        securities) consistent with the prudent
                        employment of capital. Growth of capital
                        and income is a secondary goal.
                        Invests primarily in a combination of
                        equity and fixed income securities.
                        --------------------------------------------------------
   Asset Allocation     Seeks to maximize total return over the
   Growth               long-term by allocating assets among
                        stocks, bonds, short-term instruments and
                        other investments.
                        Allocates investments primarily in a
                        neutral mix over time of 70% of its assets
                        in stocks, 25% of its assets in bonds, and
                        5% of its assets in short-term and money
                        market investments.
                        --------------------------------------------------------
   Equity Income        Seeks substantial dividend income as well
                        as long-term growth of capital.
                        Invests primarily in common stocks of well-
                        established companies paying above-average
                        dividends.
                        --------------------------------------------------------
   Investors            Seeks long-term growth of capital.  Current
                        income is a secondary objective.
                        Invests primarily in equity securities of
                        U.S. companies and to a lesser degree, debt
                        securities.
                        --------------------------------------------------------
   Value Equity         Seeks capital appreciation.  Dividend
                        income is a secondary objective.
                        Invests primarily in common stocks of
                        domestic and foreign issuers which meet
                        quantitative standards relating to
                        financial soundness and high intrinsic
                        value relative to price.
                        --------------------------------------------------------
   Rising Dividends     Seeks capital appreciation.  A secondary
                        objective is dividend income.
                        Invests in equity securities that meet the
                        following quality criteria: regular
                        dividend increases; 35% of earnings
                        reinvested annually; and a credit rating of
                        "A" to "AAA."
                        --------------------------------------------------------
   Diversified Mid-Cap  Seeks long-term growth of capital..
                        Normally invests at least 65% of its total
                        assets in common stocks of companies with
                        medium market capitalizations.
                        --------------------------------------------------------
   Managed Global       Seeks capital appreciation. Current income
                        is only an incidental consideration.
                        Invests primarily in common stocks traded
                        in securities markets throughout the world.
                        --------------------------------------------------------
   Large Cap Value      Seeks long-term growth of capital and
                        income.
                        Invests primarily in equity and equity-
                        related securities of companies with market
                        capitalization greater than $1 billion.
                        --------------------------------------------------------

 ACC4SF-108900                                 14




- --------------------------------------------------------------------------------
INVESTMENT PORTFOLIO    INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
   All Cap              Seeks capital appreciation through
                        investment in securities which the
                        portfolio manager believes have above-
                        average capital appreciation potential.
                        Invests primarily in equity securities of
                        U.S. companies of any size.
                        --------------------------------------------------------
   Research             Seeks long-term growth of capital and
                        future income.
                        Invests primarily in common stocks or
                        securities convertible into common stocks
                        of companies believed to have better than
                        average prospects for long-term growth.
                        --------------------------------------------------------
   Capital              Seeks long-term capital growth.
   Appreciation         Invests primarily in equity securities
                        believed by the portfolio manager to be
                        undervalued.
                        --------------------------------------------------------
   Growth and Income    Seeks long-term capital growth and current
                        income.
                        Normally invests up to 75% of its assets in
                        equity securities selected primarily for
                        their growth potential and at least 25% of
                        its assets in securities the portfolio
                        manager believes have income potential.
                        --------------------------------------------------------
   Capital Growth       Seeks long-term total return.
                        Invests primarily in common stocks of
                        companies where the potential for change
                        (earnings acceleration) is significant.
                        --------------------------------------------------------
   Strategic Equity     Seeks capital appreciation.
                        Invests primarily in common stocks of
                        medium- and small-sized companies.
                        --------------------------------------------------------
   Special Situations   Seeks capital appreciation.
                        Invests primarily in common stocks selected
                        for their capital appreciation potential.
                        The Portfolio emphasizes "special
                        situation" companies that the portfolio
                        manager believes have been overlooked or
                        undervalued by other investors.
                        --------------------------------------------------------
   Mid-Cap Growth       Seeks long-term growth of capital.
                        Invests primarily in equity securities of
                        companies with medium market capitalization
                        which the portfolio manager believes have
                        above-average growth potential.
                        --------------------------------------------------------
   Small Cap            Seeks long-term capital appreciation.
                        Invests primarily in equity securities of
                        companies that have a total market
                        capitalization within the range of
                        companies in the Russell 2000 Growth Index
                        or the Standard & Poor's Small-Cap 600
                        Index.
                        --------------------------------------------------------
   Growth               Seeks capital appreciation.
                        Invests primarily in common stocks of
                        growth companies that have favorable
                        relationships between price/earnings ratios
                        and growth rates in sectors offering the
                        potential for above-average returns.
                        --------------------------------------------------------
   Real Estate          Seeks capital appreciation.  Current income
                        is a secondary objective.
                        Invests primarily in publicly traded real
                        estate equity securities.
                        --------------------------------------------------------


ACC4SF-108900                                 15




- --------------------------------------------------------------------------------
INVESTMENT PORTFOLIO    INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
   Hard Assets          Seeks long-term capital appreciation.
                        Invests primarily in hard asset securities.
                        Hard asset companies produce a commodity
                        which the portfolio manager is able to
                        price on a daily or weekly basis.
                        --------------------------------------------------------
   Developing World     Seeks capital appreciation.
                        Invests primarily in equity securities of
                        companies in developing or emerging
                        countries.
                        --------------------------------------------------------
   Emerging Markets     Seeks long-term capital appreciation.
                        Invests primarily in equity securities of
                        companies in at least six different
                        emerging market countries.
                        --------------------------------------------------------

   THE PIMCO VARIABLE INSURANCE TRUST
   PIMCO High Yield     Seeks to maximize total return, consistent
   Bond                 with preservation of capital and prudent
                        investment management.

                        Invests at least 65% of its assets in a
                        diversified portfolio of junk bonds rated
                        at least B by Moody's Investor Services,
                        Inc. or Standard & Poor's or, if unrated,
                        determined by the portfolio manager to be
                        of comparable quality.
                        --------------------------------------------------------

   PIMCO StocksPLUS     Seeks to achieve a total return which
    Growth and Income   exceeds the total return performance of the
                        S&P 500.

                        Invests primarily in common stocks,
                        options, futures, options on futures and
                        swaps.


   ING VARIABLE INSURANCE TRUST
   ING Global Brand     Seeks to provide investors with long-term
    Names Fund          capital appreciation.

                        Invests at least 65% of its total assets in
                        equity securities of companies that have a
                        well recognized franchise, a global
                        presence and derive most of their revenues
                        from sales of consumer goods.
                        --------------------------------------------------------
   THE PRUDENTIAL SERIES FUND
   Prudential Jennison  Seeks long-term growth of capital.

                        Invests primarily in companies that have
                        shown growth in earnings and sales, high
                        return on equity and assets or other strong
                        financial data and are also attractively
                        valued in the opinion of the manager.
                        Dividend income from investments will be
                        incidental.
                        --------------------------------------------------------
   SP Jennison          Seeks long-term growth of capital.
   International Growth
                        Invests primarily in equity-related
                        securities of issuers located in at least
                        five different foreign countries.
                        --------------------------------------------------------


ACC4SF-108900                                 16





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

Pacific Investment Management Company ("PIMCO") serves as investment
advisor to each portfolio of the PIMCO Variable Insurance Trust.  PIMCO
provides the overall business management and administrative services
necessary for each portfolio's operation.  PIMCO provides or procures, at
its own expense, the services and information necessary for the proper
conduct of business and ordinary operation of each portfolio.  The PIMCO
Variable Insurance Trust pays PIMCO a monthly advisory fee and a separate
monthly administrative fee per year each fee, based on the average daily
net assets of each of the investment portfolios, for managing the assets
of the portfolios and for administering the PIMCO Variable Insurance
Trust.  PIMCO does not bear the expense of brokerage fees and other
transactional expenses for securities, taxes (if any) paid by a
portfolio, interest on borrowing, fees and expense of the independent
trustees, and extraordinary expenses, such as litigation or
indemnification expenses.

ING Mutual Funds Management Co. LLC ("ING MFMC") serves as the overall
manager of ING Variable Insurance Trust.  ING MFMC supervises all aspects
of the Trust's operations and provides investment advisory services to
the portfolios of the Trust, including engaging portfolio managers, as
well as monitoring and evaluating the management of the assets of each
portfolio by its portfolio manager.  ING MFMC, as well as each portfolio
manager it engages, is a wholly owned indirect subsidiary of ING Groep
N.V.

The Prudential Insurance Company of America ("Prudential") and its
subsidiary, Prudential Investments Fund Management LLC ("PIFM") serve as
the overall investment advisers to the Prudential Series Fund.
Prudential and PIFM are responsible for the management of the Prudential
Series Fund and provide investment advice and related services.  For the
Prudential Jennison Portfolio and SP Jennison International Growth
Portfolio, Prudential and PIFM engage Jennison Associates LLC to serve as
sub-adviser and to provide day-to-day management.  Prudential and PIFM
pay the sub-adviser out of the fee they receive from the Prudential
Series Fund.

Each portfolio deducts portfolio management fees and charges from the
amounts you have invested in the portfolios.  In addition, three
portfolios deduct a distribution or 12b-1 fee, which is used to finance
any activity that is primarily intended to result in the sale of shares
of the applicable portfolio.  For 1999, total portfolio fees and charges
ranged from 0.56% to 1.75%.  See "Fees and Expenses" in this prospectus.

We may receive compensation from the investment advisors, administrators
and distributors or directly from the portfolios in connection with
administrative, distribution or other services and cost savings
attributable to our services.  It is anticipated that such compensation
will be based on assets of the particular portfolios attributable to the
Contract.  The compensation paid by advisors, administrators or
distributors may vary.

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

RESTRICTED FUNDS
We may designate any investment option as a Restricted Fund and limit the amount
you may allocate or transfer to a Restricted Fund.  We may establish any such
limitation, at our discretion, as a percentage of  premium or contract value or
 as a specified dollar amount and change the limitation at any time.  Currently,


ACC4SF-108900                                 17




we have not designated any investment option as a Restricted Fund.  We
may, with 30 days notice to you, designate any investment portfolio as
a Restricted Fund or change the limitations on existing contracts with
respect to new premiums added to such investment portfolio and also with
respect to new transfers to such investment portfolio.  If a change is
made with regard to designation as a Restricted Fund or applicable
limitations, such change will apply only to transactions effected after
such change.

We limit your investment in the Restricted Funds on both an aggregate
basis for all Restricted Funds and for each individual Restricted Fund.
The aggregate limits for investment in all Restricted Funds are expressed
as a percentage of contract value, percentage of premium and maximum
dollar amount.  Currently, your investment in two or more Restricted
Funds would be subject to each of the following three limitations:  no
more than 30 percent of contract value, up to 100 percent of each premium
and no more than $999,999,999.  We may change these limits, in our
discretion, for new contracts, premiums, transfers or withdrawals.

We also limit your investment in each individual Restricted Fund.  The
limits for investment in each Restricted Fund are expressed as a
percentage of contract value, percentage of premium and maximum
dollar amount.  Currently, the limits for investment in an individual
Restricted Fund are the same as the aggregate limits set forth above.  We
may change these limits, in our discretion, for new contracts, premiums,
transfers or withdrawals.

We monitor the aggregate and individual limits on investments in
Restricted Funds for each transaction (e.g. premium payments,
reallocations, withdrawals, dollar cost averaging).  If the contract
value in the Restricted Fund has increased beyond the applicable limit
due to market growth, we will not require the reallocation or withdrawal
of contract value from the Restricted Fund.  However, if an aggregate
limit has been exceeded, withdrawals must be taken either from the
Restricted Funds or taken pro-rata from all investment options in which
contract value is allocated, so that the percentage of contract value in
the Restricted Funds following the withdrawal is less than or equal to
the percentage of contract value in the Restricted Funds prior to the
withdrawal.

We will not permit a transfer to the Restricted Funds to the extent that
it would increase the contract value in the Restricted Fund or in all
Restricted Funds to more than the applicable limits set forth above.  We
will not limit transfers from Restricted Funds.  If the result of
multiple reallocations is to lower the percentage of total contract value
in Restricted Funds, the reallocation will be permitted even if the
percentage of contract value in a Restricted Fund is greater than its
limit.

Please see "Withdrawals" and "Transfers Among Your Investments" in this
prospectus for more information on the effect of Restricted Funds.


- --------------------------------------------------------------------------------
                          THE FIXED INTEREST ALLOCATION
- --------------------------------------------------------------------------------

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

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


ACC4SF-108900                                 18




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

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

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

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

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

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

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


ACC4SF-108900                                 19




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

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

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

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

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

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

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

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


ACC4SF-108900                                 20





                                            N/365
                         ((1+I)/(1+J+.0025))      -1

Where,

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

     o    "J" is the Index Rate for a new Fixed Interest Allocation with a
          guaranteed interest period equal to the time remaining (rounded up to
          the next full year except in Pennsylvania) in the guaranteed interest
          period; and

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

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

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

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

- --------------------------------------------------------------------------------
                              SPECIAL FUNDS
- --------------------------------------------------------------------------------

We use the term Special Funds in the discussion of the enhanced death
benefit options and the optional riders. The Special Funds currently
include to the Liquid Asset subaccount, Limited Maturity Bond subaccount
and the Fixed Interest Allocations. The Company may, at any time,
designate new and/or existing subaccounts as a Special Fund with 30 days
notice with respect to new premiums added or transfers to such
subaccounts.  Such subaccounts will include those that, due to their
volatility, are excluded from the death benefit and living benefit
guarantees that may otherwise be provided.


ACC4SF-108900                                21





- --------------------------------------------------------------------------------
                              THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------

The Contract described in this prospectus is a deferred combination
variable and fixed annuity contract. The Contract provides a means for
you to invest in one or more of the available mutual fund portfolios of
the GCG Trust, the PIMCO Variable Insurance Trust, the ING Variable
Insurance Trust and the Prudential Series Fund through Separate Account
B.  It also provides a means for you to invest in a Fixed Interest
Allocation through the Fixed Account.

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

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

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

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

If the contract owner is a trust and a beneficial owner of the trust has
been designated, the beneficial owner will be treated as the contract
owner for determining the death benefit. If a beneficial owner is changed
or added after the contract date, this will be treated as a change of
contract owner for determining the death benefit. If no beneficial owner
of the Trust has been designated, the availability of enhanced death
benefits will be based on the age of the annuitant at the time you
purchase the Contract.

  JOINT OWNER.  For non-qualified Contracts only, joint owners may be
named in a written request before the Contract is in effect. Joint owners
may independently exercise transfers and other transactions allowed under
the Contract. All other rights of ownership must be exercised by both
owners. Joint owners own equal shares of any benefits accruing or
payments made to them. All rights of a joint owner end at death of that
owner if the other joint owner survives. The entire interest of the
deceased joint owner in the Contract will pass to the surviving joint
owner and the death benefit will be payable. Joint owners may only select
the Standard Death Benefit option. Upon adding an additional owner to a
contract which was issued with an Enhanced Death Benefit option,
generally, your death benefit will be changed automatically to a Standard
Death Benefit and your mortality and expense risk charges will be lowered
correspondingly to that which is charged under the Standard Death Benefit
Option. Also note that if any owner's age is 86 or greater, even the
standard death benefit guarantee will also be lost. Note that returning a
Contract to single owner status will not restore any Enhanced Death
Benefit. Unless otherwise specified, the term "age" when used for joint
owners shall mean the age of the oldest owner.

Any addition or deletion of a joint owner is treated as a change of owner
which may affect the amount of the death benefit.  See "Change of Contract
Owner or Beneficiary" below.  If you have elected an enhanced death benefit,
and you add a joint owner, if the older joint owner is attained age 85 or
under, the enhanced death benefit from the date of change will end, and the
Standard Death Benefit will apply.  For all death benefit

ACC4SF-108900                                 22




options, if the older joint owner's attained age is 86 or
over on the date of the ownership change, the death benefit will be the
cash surrender value.

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

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

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

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

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

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

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

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

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

  CHANGE OF CONTRACT OWNER OR BENEFICIARY.  During the annuitant's
lifetime, you may transfer ownership of a non-qualified Contract. A
change in ownership may affect the amount of the death benefit, the
guaranteed minimum death benefit and/or the death benefit applied to the
contract. The new owner's age, as of the date of the change, will be used
as the basis for determining which option to use. The new owner's death
will determine when a death benefit is payable.

If you have elected the Standard Death Benefit option, the minimum guaranteed
death benefit will continue if the new owner is age 85 or under on the date
of the ownership change. For all other death benefit options, if the new owner
is age 79 or under on the date that ownership changes, the minimum guaranteed
death benefit will continue.  If the new owner is age 80 to 85, the enhanced
death benefit will end, and the death benefit will become the Standard Death
Benefit.  The mortality and expense risk charge will reflect this

ACC4SF-108900                                 23




change in death benefit.  For all death benefit options, if the new owner's
attained age is 86 or over on the date of the ownership change, the death
benefit will be the cash surrender value.  Please note that once a death
benefit has been changed due to a change in owner, a subsequent change to
a younger owner will not restore any Enhanced Death Benefits.

You may also change the beneficiary. All requests for changes must be in
writing and submitted to our Customer Service Center in good order. The
change will be effective as of the day you sign the request. The change
will not affect any payment made or action taken by us before recording
the change.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract
owner are not older than age 90.

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

IRAs and other qualified plans already have the tax-deferral feature
found in this Contract.  For an additional cost, the Contract provides
other benefits including death benefits and the ability to receive a
lifetime income.  See "Fees and Expenses" in this prospectus.

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium within 2 business days after
receipt, if the application and all information necessary for processing
the Contract are complete. Subsequent premium payments will be processed
within 1 business day if we receive all information necessary. In certain
states we also accept initial and additional premium payments by wire
order. Wire transmittals must be accompanied by
sufficient electronically transmitted data. We may retain your initial premium
payment for up to 5 business days while attempting to complete an incomplete
application. If the application cannot be completed within this period, we
will inform you of the reasons for the delay. We will also return the premium
payment immediately unless you direct us to hold the premium payment until the
application is completed.

We will allocate your initial payment according to the instructions you
specified. If a subaccount is not available or requested in error, we
will make inquiry about a replacement subaccount.  If we are unable to
reach you or your representative, we will consider the application
incomplete.  For initial premium payments, the payment will be credited
at the accumulation unit value next determined after we receive your
premium payment and the completed application.  Once the completed
application is received, we will allocate the payment to the subaccounts
and/or Fixed Interest Allocation specified by you within 2 business days.

We will make inquiry to discover any missing information related to
subsequent payments. We will allocate the subsequent payment(s) pro rata
according to the current variable subaccount allocation unless you
specify otherwise.  Any fixed allocation(s) will not be considered in the
pro rata calculations.  If a subaccount is no longer available or
requested in error, we will allocate the subsequent payment(s)
proportionally among the other subaccount(s) in your current allocation
or your allocation instructions.  For any subsequent premium payments,
the payment will be credited at the accumulation unit value next
determined after receipt of your premium payment and instructions.

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


ACC4SF-108900                                 24





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

   (1) If either your state or broker-dealer do not permit us to
       issue a Contract without an application, we reserve the right to
       rescind the Contract if we do not receive and accept a properly
       completed application or enrollment form within 5 days of the
       premium payment. If we do not receive the application or form
       within 5 days of the premium payment, we will refund the contract
       value plus any charges we deducted, and the Contract will be
       voided. Some states require that we return the premium paid, in
       which case we will comply.

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

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

ADMINISTRATIVE PROCEDURES
We may accept a request for Contract service in writing, by telephone, or
other approved electronic means, subject to our administrative
procedures, which vary depending on the type of service requested and may
include proper completion of certain forms, providing appropriate
identifying information, and/or other administrative requirements.  We
will process your request at the contract value next determined only
after you have met all administrative requirements.

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

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

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

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

ACC4SF-108900                                 25




    (1)  We take the contract value in the subaccount at the end of
          the preceding business day.
    (2)  We multiply (1) by the subaccount's Net Investment Factor
          since the preceding business day.
    (3)  We add (1) and (2).
    (4)  We add to (3) any additional premium payments, and then add
          or subtract any transfers to or from that subaccount.
    (5)  We subtract from (4) any withdrawals, and then subtract any
          contract fees (including any rider charges) and premium taxes.

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

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

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

THE SUBACCOUNTS
Each of the 32 subaccounts of Separate Account B offered under this
prospectus invests in an investment portfolio with its own distinct
investment objectives and policies.  Each subaccount of Separate Account
B invests in a corresponding portfolio of the GCG Trust, a corresponding
portfolio of the PIMCO Variable Insurance Trust, a corresponding
portfolio of the ING Variable Insurance Trust or a corresponding
portfolio of the Prudential Series Fund.

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

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

ACC4SF-108900                                 26



We also reserve the right to: (i) deregister Separate Account B under the
1940 Act; (ii) operate Separate Account B as a management company under
the 1940 Act if it is operating as a unit investment trust; (iii) operate
Separate Account B as a unit investment trust under the 1940 Act if it is
operating as a managed separate account; (iv) restrict or eliminate any
voting rights as to Separate Account B; and (v) combine Separate Account
B with other accounts.

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

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

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

The  following describes the optional riders for contract owners
purchasing Contracts on or after January 1, 2001.  If you purchased your
Contract prior to that date, please see Appendix E for a description of
the calculation of the optional rider benefits applicable under your
Contract.

THE OPTIONAL RIDERS MAY NOT BE AVAILABLE FOR ALL INVESTORS. YOU SHOULD
ANALYZE EACH RIDER THOROUGHLY AND UNDERSTAND IT COMPLETELY BEFORE YOU
SELECT ANY.  THE OPTIONAL RIDERS DO NOT GUARANTEE ANY RETURN OF PRINCIPAL
OR PREMIUM PAYMENTS AND DO NOT GUARANTEE PERFORMANCE OF ANY SPECIFIC
INVESTMENT PORTFOLIO UNDER THE CONTRACT. YOU SHOULD CONSULT A QUALIFIED
FINANCIAL ADVISER IN EVALUATING THE RIDERS.

The optional riders may not be approved in all states. Check with our
Customer Service Center for availability in your state. The telephone
number is (800) 366-0066.

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

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

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

MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB) RIDER.  The MGAB rider is
an optional benefit which provides you with an MGAB benefit intended to
guarantee a minimum contract value at the end of a specified waiting
period. The MGAB is a one-time adjustment to your contract value in the
event your contract value on the MGAB Benefit Date is less than the MGAB
Base. The MGAB rider may offer


ACC4SF-108900                                  27




you protection in the event your Contract loses value during the MGAB
waiting period. For discussion of the charges we deduct under the MGAB
rider, see "Optional Rider Changes".

The MGAB rider offers a ten-year option and a twenty-year option, of
which you may purchase only one.  The ten-year option has a waiting
period of ten years and, other than for allocations to Special Funds,
guarantees that your contract value at the end of ten years will at least
equal your initial premium payment, reduced pro rata for withdrawals.
Transfers made within 3 years prior to the MGAB Benefit Date will also
reduce the benefit pro rata.  The twenty-year option has a waiting period
of twenty years and, other than allocations to Special Funds,  guarantees
that your contract value at the end of twenty years will at least equal
two times your initial premium payment, reduced pro rata for withdrawals
and reduced for transfers made within 3 years prior to the MGAB Benefit
Date. If you add the 20 year option rider after the contract date, any
payment of premiums after the rider date, and/or investments in the
Special Funds, may prevent the MGAB Base from doubling over the waiting
period. On the MGAB Benefit Date, which is the next business day after
the applicable waiting period, we calculate your Minimum Guaranteed
Accumulation Benefit.

  CALCULATING THE MGAB.  We calculate your MGAB as follows:

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

       The MGAB Base is tracked separately for Special and Non-Special
       Funds, based on the initial allocation of premium (or contract
       value), subsequently allocated eligible premiums, withdrawals and
       transfers.  Contract value is used as the initial value if the
       rider is added after the contract date.  The aggregate MGAB Base
       is used to determine the MGAB on the MGAB Benefit Date.  THE
       AGGREGATE MGAB BASE EQUALS THE SUM OF (1) THE LESSER OF THE MGAB
       BASE ALLOCATED TO SPECIAL FUNDS AND THE CONTRACT VALUE IN THE
       SPECIAL FUNDS; AND (2) THE MGAB BASE FOR NON-SPECIAL FUNDS. THUS,
       INVESTING IN THE SPECIAL FUNDS MAY LIMIT THE MGAB BENEFIT.

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

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

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

          Net transfers from Special Funds to Non-Special Funds will
          reduce the MGAB Base and MGAB Charge Base allocated to Special
          Funds on a pro-rata basis.  If the transfer is made more than 3
          years before the Benefit Date, there will be a corresponding
          increase in the MGAB Base for Non-Special Funds equal to the
          lesser of the reduction in the MGAB Base for Special Funds and
          the net contract value transferred.

          Net transfers from Non-Special Funds to Special Funds will
          reduce the MGAB Base and MGAB Charge Base allocated to Non-
          Special Funds on a pro-rata basis.  If the transfer is made
          more than 3 years before the Benefit Date, there will be a
          corresponding increase in the MGAB Base for Special Funds equal
          to the reduction in the MGAB Base for Non-Special Funds.


ACC4SF-108900                                 28




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

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

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

    3. ANY POSITIVE DIFFERENCE IS YOUR MGAB.  If there is a MGAB, we will
       automatically credit it to the subaccounts in which you are
       invested pro rata based on the proportions of your then contract
       value in the subaccounts on that date, unless you have previously
       given us other allocation instructions.  If you do not have an
       investment in any subaccount on the MGAB Benefit Date, we will
       allocate the MGAB to the Liquid Asset subaccount on your behalf.
       After the crediting of the MGAB, the amount of your annuity
       income, cash surrender value and death benefits will reflect the
       crediting of the MGAB to your contract value to the extent the
       contract value is used to determine such value.

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

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

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

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


ACC4SF-108900                                 29





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

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

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

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

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

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

    1. WE FIRST DETERMINE YOUR MGIB BENEFIT BASE.  The MGIB Benefit Base
       is only a calculation used to determine the MGIB. The MGIB Benefit
       Base does not represent a contract value, nor does it guarantee
       performance of the subaccounts in which you are invested. It is
       also not used in determining the amount of your cash surrender
       value and death benefits. Any reset of contract value under
       provisions of the Contract or other riders will not increase the
       MGIB Benefit Base or MGIB Benefit Base Maximum.
       The MGIB Benefit Base is tracked separately for Special and Non-
       Special Funds, based on initial allocation of eligible premium (or
       contract value) and subsequently allocated eligible premiums,
       withdrawals and transfers.  Contract value is used as the initial
       value if the rider is added after the contract date. The MGIB
       Benefit Base equals the sum of (1) the contract value of Special
       Funds, and (2) the MGIB Benefit Base for Non-Special Funds. Thus,
       investing in the Special Funds may limit the MGIB benefit.

       The MGIB Benefit Base is equal to the lesser of (a) and (b) where:
      (a) is your initial premium (or contract value on the rider date if
          you purchased the MGIB rider after the contract date), plus any
          eligible additional premiums added to your Contract, reduced
          pro rata by all withdrawals taken while the MGIB rider is in
          effect, accumulated at the MGIB Rate to the earlier of the
          oldest owner reaching age 80 and reaching the MGIB Benefit Base
          Maximum, and at 0% thereafter; and

      (b) is the MGIB Benefit Base Maximum, which equals 200% of
          allocated eligible premiums, adjusted for withdrawals and
          transfers.


ACC4SF-108900                                 30




       Eligible additional premium payments are those added more than 5
       years before the earliest MGIB Benefit Date and are included in
       the MGIB Benefit Base.  Premiums paid after that are excluded from
       the MGIB Benefit Base.

       Net transfers from Special Funds to Non-Special Funds will reduce
       the MGIB Benefit Base and MGIB Benefit Base Maximum allocated to
       Special Funds on a pro-rata basis. The resulting increase in the
       MGIB Benefit Base for Non-Special Funds will equal the lesser of
       the reduction in the MGIB Benefit Base for Special Funds and the
       net contract value transferred.  The increase in the MGIB Benefit
       Base Maximum for Non-Special Funds equals the reduction in the
       MGIB Benefit Base Maximum for Special Funds.

       Net transfers from Non-Special Funds to Special Funds will reduce
       the MGIB Benefit Base and MGIB Benefit Base Maximum allocated to
       Non-Special Funds on a pro-rata basis. The resulting increase in
       the MGIB Benefit Base and the MGIB Benefit Base Maximum for
       Special Funds equals the reduction in the MGIB Benefit Base and
       MGIB Benefit Base Maximum for Non-Special Funds. Transfers to one
       or more Special Funds could reduce the MGIB Benefit.

       The MGIB Rate is currently 7%. The Company may at its discretion
       discontinue offering this rate.  The MGIB Rate is an annual
       effective rate.

    2. THEN WE DETERMINE THE MGIB ANNUITY INCOME BY MULTIPLYING YOUR MGIB
       BENEFIT BASE (ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT AND PREMIUM
       TAXES) BY THE INCOME FACTOR, AND THEN DIVIDE BY $1,000.
       Two MGIB Income Options are available under the MGIB Rider:

      (i)   Income for Life (Single Life or Joint with 100% Survivor) and
             10-30 Year Certain;

      (ii)  Income for a 20-30 Year Period Certain: or

      (iii) Any other income plan offered by the Company in connection
             with the MGIB rider on the MGIB Benefit Date.

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

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


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

  THE MGIB BENEFIT DATE.  If you purchased the MGIB rider on the contract
date or added the MGIB rider within 30 days following the contract date,
the MGIB Benefit Date is the contract anniversary next following or is
incident with exercise of your option to annuitize after a ten-year
waiting period from the contract date. If you added the MGIB rider at any
other time, your MGIB Benefit Date is the contract anniversary at least
10 years after the rider date when you decide to exercise your right to
annuities under the MGIB rider.


ACC4SF-108900                                 31





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

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

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

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

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

     (i)  if you purchased the MGWB rider on the contract date, your
          premium payments received during the first two contract years; or

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

  THE MGWB WITHDRAWAL ACCOUNT.  The MGWB Withdrawal Account is only a
calculation which represents the remaining amount available for periodic
payments. It does not represent a contract value, nor does it guarantee
performance of the subaccounts in which you are invested. It will not
affect your annuitization, surrender and death benefits.

The MGWB Withdrawal Account is equal to the Eligible Payment Amount ,
tracked separately for Special and Non-Special Funds, adjusted for any
withdrawals and transfers between Special and Non-Special Funds.  THE
MGWB WITHDRAWAL ACCOUNT EQUALS THE SUM OF (A) THE MGWB WITHDRAWAL ACCOUNT
ALLOCATED TO NON-SPECIAL FUNDS, AND (B) THE LESSER OF (1) THE MGWB
WITHDRAWAL ACCOUNT ALLOCATED TO SPECIAL FUNDS AND (2) THE CONTRACT VALUE
IN THE SPECIAL FUNDS.  THUS, INVESTING IN THE SPECIAL FUNDS MAY LIMIT THE
MGWB WITHDRAWAL ACCOUNT.

Withdrawals of up to 7% per year of the Eligible Payment Amount will reduce
the value of your MGWB Withdrawal Account by the dollar amount of the
withdrawal for Non-Special Funds and pro-rata for Special Funds, based on the
source of the withdrawal..  Any withdrawals greater than 7% per year of the
Eligible Payment Amount will cause a reduction in the MGWB Withdrawal Account
of the Special and Non-Special Funds by the proportion that the withdrawal
bears to the Contract Value of the Special and Non-Special Funds, respectively,
at the time of the withdrawal. If a single withdrawal involves both Special and
Non-Special Funds and causes the 7% to be exceeded, the withdrawal will be
treated as taken first from Non-Special Funds. Any withdrawals greater than
7% per year of the Eligible Payment Amount will also cause a


ACC4SF-108900                                 32




reduction in the Eligible Payment Amount by the proportion that the
withdrawal bears to the contract value at the time of the withdrawal.  The
MGWB Withdrawal Account is also reduced by the amount of any periodic
payments paid under the MGWB rider once your contract value is zero. If a
withdrawal reduces the MGWB Withdrawal Account to zero, the MGWB rider
terminates and no further benefits are payable under the rider.

Net transfers from Special Funds to Non-Special Funds will reduce the
MGWB Withdrawal Account allocated to Special Funds on a pro-rata basis.
The resulting increase in the MGWB Withdrawal Account allocated to Non-
Special Funds will equal the lesser of the reduction in the MGWB
Withdrawal Account for Special Funds and the net contract value
transferred.

Net transfers from Non-Special Funds to Special Funds will reduce the
MGWB Withdrawal Account allocated to Non-Special Funds on a pro-rata
basis. The resulting increase in the MGWB Withdrawal Account allocated to
Special Funds equals the reduction in the MGWB Withdrawal Account for Non-
Special Funds.

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

      (i)     your contract value is greater than zero;

      (ii)    your MGWB Withdrawal Account is greater than zero;

      (iii)   your latest allowable annuity start date has not been
               reached;

      (iv)    you have not elected to annuitize your Contract; and

      (v)     you have not died (unless your spouse has elected to
              continue the contract), changed the ownership of the
              Contract or surrendered the Contract.

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

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

      (i)   your MGWB Withdrawal Account is greater than zero;

      (ii)  your latest allowable annuity start date has not been
             reached;

      (iii) you have not elected to annuitize your Contract; and

      (iv)  you have not died, changed the ownership of the Contract
             or surrendered the Contract.

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


ACC4SF-108900                               33




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

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

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

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

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

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

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

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

ACC4SF-108900                                34




If the aggregate percentage cap on allocations to the Restricted Funds
has been exceeded, any subsequent withdrawals must be taken so that the
percentage of contract value in the Restricted Funds following the
withdrawal would not be greater than the percentage of contract value in
the Restricted Funds prior to the withdrawal.  If a requested withdrawal
would cause the percentage cap to be exceeded, the amount of the
withdrawal in excess of the cap would be taken pro-rata from all variable
subaccounts.

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

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

We offer the following three withdrawal options:

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

SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawal payments (1)
from the contract value in the subaccounts in which you are invested, or
(2) from the interest earned in your Fixed Interest Allocations.
Systematic withdrawals may be taken monthly, quarterly or annually.  If
you have contract value allocated to one or more Restricted Funds, and
you elect to receive systematic withdrawals from the subaccounts in which
you are invested, the systematic withdrawals must be taken pro-rata from
all subaccounts in which contract value is invested.  If you do not have
contract value allocated to a Restricted Fund and choose systematic
withdrawals on a non-pro-rata basis, we will monitor the withdrawals
annually.  If you subsequently allocate contract value to one or more
Restricted Funds, we will require you to take your systematic withdrawals
on a pro-rata basis from all subaccounts in which contract value is
invested.

You decide when you would like systematic payments to start as long as it
is at least 28 days after your contract date.  You also select the date
on which the systematic withdrawals will be made, but this date cannot be
later than the 28th day of the month. If you have elected to receive
systematic withdrawals but
have not chosen a date, we will make the withdrawals on the same calendar
day of each month as your contract date. If your contract date is after
the 28th day of the month, your systematic withdrawal will be made on the
28th day of each month.

Each systematic withdrawal amount must be a minimum of $100. The amount
of your systematic withdrawal can either be (1) a fixed dollar amount, or
(2) an amount based on a percentage of your contract value. Both forms of
systematic withdrawals are subject to the following maximum, which is
calculated on each withdrawal date:

                                 MAXIMUM PERCENTAGE
                    FREQUENCY    OF CONTRACT VALUE

                    Monthly            1.25%
                    Quarterly          3.75%
                    Annually          15.00%

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

ACC4SF-108900                                35




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

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

You may change the amount or percentage of your systematic withdrawal
once each contract year or cancel this option at any time by sending
satisfactory notice to our Customer Service Center at least 7 days before
the next scheduled withdrawal date. If you submit a subsequent premium
payment after you have applied for systematic withdrawals, we will not
adjust future withdrawals under the systematic withdrawal program unless
you specifically request that we do so.  The systematic withdrawal option
may commence in a contract year where a regular withdrawal has been taken
but you may not change the amount or percentage of your withdrawals in
any contract year during which you have previously taken a regular
withdrawal.  You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.

  FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE.  You may add the Fixed
Dollar Systematic Withdrawal Feature to your regular fixed dollar
systematic withdrawal program. This feature allows you to receive a
systematic withdrawal in a fixed dollar amount regardless of any Market
Value Adjustments. Systematic withdrawals from Fixed Interest Allocations
under the Fixed Dollar Systematic Withdrawal Feature are available only
in connection with Section 72(q) and 72(t) distributions. You choose the
amount of the fixed systematic withdrawals, which may total up to a
maximum of 15% of your contract value as determined on the day we receive
your election of this feature. The maximum limit will not be recalculated
when you make additional premium payments, unless you instruct us to do
so. We will assess a Market Value Adjustment on the withdrawal date if
the withdrawal from a Fixed Interest Allocation exceeds your interest
earnings on the withdrawal date. We will apply any Market Value
Adjustment directly to your contract value (rather than to the withdrawal)
so that the amount of each systematic withdrawal remains fixed.

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

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

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

ACC4SF-108900                                36




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

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

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

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

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

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

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

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

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

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

To make a transfer, you must notify our Customer Service Center and all
other administrative requirements must be met. Any transfer request
received after 4:00 p.m. eastern time or the close of the New York Stock
Exchange will be effected on the next business day. Separate Account B
and the Company will not be liable for following instructions communicated
by telephone or other approved electronic means that we reasonably


ACC4SF-108900                                37




believe to be genuine. We require personal identifying information to
process a request for transfer made over the telephone or internet.


TRANSFERS BY THIRD PARTIES
As a convenience to you, we currently allow you to give third parties the
right to effect transfers on your behalf.  However, when the third party
makes transfers for many contract owners, the result can be simultaneous
transfers involving large amounts of account values.  Such transfers can
disrupt the orderly management of the investment portfolios available to
the Contract, can result in higher costs to contract owners, and may not
be compatible with the long term goals of contract owners.  Therefore, we
may at any time exercise our business judgement and limit transfers made
by a third party.  These limits may be based on, among other criteria,
amount of aggregate trade or the available investment options for which
third parties may make trades on behalf of multiple contract owners.

We may establish additional procedures or change existing procedures at
any time in the exercise of our business judgement.


DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you
have at least $1,200 of contract value in the (i) Limited Maturity Bond
subaccount or the Liquid Asset subaccount, or (ii) a Fixed Interest
Allocation with a 1-year guaranteed interest period. These subaccounts or
Fixed Interest Allocations serve as the source accounts from which we
will, on a monthly basis, automatically transfer a set dollar amount of
money to other subaccounts selected by you.

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

You elect the dollar amount you want transferred under this program. Each
monthly transfer must be at least $100. If your source account is the
Limited Maturity Bond subaccount, the Liquid Asset subaccount or a 1-year
Fixed Interest Allocation, the maximum amount that can be transferred
each month is your contract value in such source account divided by 12.
You may change the transfer amount once each contract year.

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

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




ACC4SF-108900                                38





You are permitted to transfer contract value to a Restricted Fund,
subject to the limitations described above in this section and in "The
Investment Portfolios".  Compliance with the individual and aggregate
Restricted Fund limits will be reviewed when the dollar cost averaging
program is established.  Transfers under the dollar cost averaging
program must be within those limits. We will not review again your dollar
cost averaging election for compliance with the individual and aggregate
limits for investment in the Restricted Funds except in the case of the
transactions described below.

       Amount added to source account:  If you add amounts to the source
       account which would increase the amount to be transferred under
       the dollar cost averaging program, we will review the amounts to
       be transferred to ensure that the individual and aggregate limits
       are not being exceeded.  If such limits would be exceeded, we will
       require that the dollar cost averaging transfer amounts be changed
       to ensure that the transfers are within the limits based on the
       then current allocation of contract value to the Restricted
       Fund(s) and the then current value of the amount designated to be
       transferred to that Restricted Fund(s).

       Additional premium paid:  Up to the individual Restricted Fund
       percentage limit may be allocated to a Restricted Fund.  If more
       than the individual limit has been requested to be allocated to a
       Restricted Fund, we will look at the aggregate limit, subtract the
       current allocation to Restricted Funds, and subtract the current
       value of amounts to be transferred under the dollar cost averaging
       program to Restricted Funds.  The excess, if any, is the maximum
       that may be allocated pro-rata to Restricted Funds.

       Reallocation request is made while the dollar cost averaging
       program is active:  If the reallocation would increase the amount
       allocated to Restricted Funds, the maximum that may be so
       allocated is the individual Restricted Fund percentage limit, less
       the current allocation to Restricted Funds and less the current
       value of any remaining amounts to be transferred under the dollar
       cost averaging program to the Restricted Funds.

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

AUTOMATIC REBALANCING

If you have at least $10,000 of contract value invested in the
subaccounts of Separate Account B, you may elect to have your investments
in the subaccounts automatically rebalanced  You are permitted to
reallocate between Restricted and non-Restricted Funds, subject to the
limitations described above in this section and in "The Investment
Portfolios". If the reallocation would increase the amount allocated to
the Restricted Funds, the maximum that may be so allocated is the individual
Restricted Fund percentage limit, less the current allocation to all Restricted
Funds.

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

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


ACC4SF-108900                                 39





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

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

The following describes the death benefit options for contract owners
purchasing Contracts on or after January 1, 2001.  If you purchased your
Contract prior to that date, please see Appendix D for a description of
the calculation of the death benefits applicable under your Contract.

You may choose one of the following Death Benefits: (a) the Standard
Death Benefit, (b) the 7% Solution Enhanced Death Benefit, (c) the Annual
Ratchet Enhanced Death Benefit or (d) the Max 7 Enhanced Death Benefit.
The 7% Solution Enhanced Death Benefit, the Annual Ratchet Enhanced Death
Benefit and the Max 7 Enhanced Death Benefit are available only if the
contract owner or the annuitant (if the contract owner is not an
individual) is not more than 79 years old at the time of purchase.  The
7% Solution, Annual Ratchet and Max 7 Enhanced Death Benefits may not be
available where a Contract is held by joint owners.

Once you choose a death benefit, it cannot be changed.  We may in the
future stop or suspend offering any of the Enhanced Death Benefit options
to new Contracts.  A change in ownership of the Contract may affect the
amount of the death benefit and the Enhanced Death Benefit.  The MGWB
rider may also affect the death benefit.  See "Minimum Guaranteed
Withdrawal Benefit (MGWB) Rider - Death Benefit during Automatic Periodic
Benefit Status." The Enhanced Death Benefits are available only at the
time you purchase your Contract.  The enhanced death benefits are not
available where a Contract is owned by joint owners.

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

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

We use the Base Death Benefit to help determine the minimum death benefit
payable under each of the Enhanced Death Benefit options described below.
You do not elect the Base Death Benefit.  The Base Death Benefit is equal
to the greater of:

    1) the contract value; and

    2) the cash surrender value.


ACC4SF-108900                                 40




The STANDARD DEATH BENEFIT equals the SUM of:

    1) the contract value allocated to Special Funds; and

    2) the Standard Minimum Guaranteed Death Benefit for amounts
       allocated to non-Special Funds.

The Standard Minimum Guaranteed Death Benefit equals:

    1) the initial premium payment allocated to Special and Non-Special
       Funds, respectively ;

    2) increased by premium payments and adjusted for transfers,
       allocated to Special and Non-Special Funds, respectively, after
       issue; and

    3) reduced by a pro-rata adjustment for any withdrawal or transfer
       taken from the Special and Non-Special Funds, respectively.

In the event of transfers from Special to Non-Special funds, the increase
in the Minimum Guaranteed Death Benefit of the Non-Special Fund will
equal the lesser of the reduction in the Minimum Guaranteed Death Benefit
in the Special Fund and the contract value transferred.  In the event of
transfers from Non-Special to Special Funds, the increase in the Minimum
Guaranteed Death Benefit of the Special Fund will equal the reduction in
the Minimum Guaranteed Death Benefit in the Non-Special Fund.

ENHANCED DEATH BENEFIT OPTIONS. Under the Enhanced Death Benefit options,
if you die before the annuity start date, your beneficiary will receive
the greater of the Base Death Benefit and the Enhanced Death Benefit
option elected. For purposes of calculating the Enhanced Death Benefits,
certain investment portfolios, and the Fixed Account are designated as
"Special Funds".  In addition to the Fixed Account, the investment
portfolios designated currently as Special Funds are the Liquid Asset
Portfolio and the Limited Maturity Bond Portfolio.

We may, with 30 days notice to you, designate any investment portfolio as
a Special Fund on existing contracts with respect to new premiums added
to such investment portfolio and also with respect to new transfers to
such investment portfolio. Selecting a Special Fund may limit or reduce
the enhanced death benefit.

For the period during which a portion of the contract value is allocated
to a Special Fund, we may, at our discretion, reduce the mortality and
expense risk charge attributable to that portion of the contract value.
The reduced mortality and expense risk charge will be applicable only
during that period.

The 7% SOLUTION ENHANCED DEATH BENEFIT,  equals the GREATER of:

    1) the Standard Death Benefit; and

    2) the sum of the contract value allocated to Special Funds and the
       7% Solution Minimum Guaranteed Death Benefit for Non-Special
       Funds.

The 7% Solution Minimum Guaranteed Death Benefit for Special and Non-
Special Funds equals the lesser of:

    1) premiums, adjusted for withdrawals and transfers, accumulated at
       7% until the earlier of attainment of age 80 or reaching the cap
       (equal to 3 times all premium payment, as reduced by adjustments
       for withdrawals)and thereafter at 0%, and

    2) the cap.

Withdrawals of up to 7% per year of cumulative premiums are referred to
as special withdrawals.  Special withdrawals reduce the 7% Solution Minimum
Guaranteed Death Benefit by the amount of contract value withdrawn.  For
any other withdrawals (withdrawals in excess of the amount  available as a
special withdrawal), a pro-rata adjustment to the 7% Solution  Minimum
Guaranteed Death Benefit is made. The amount of the pro-rata adjustment for
withdrawals from Non-Special Funds will equal (a) times (b) divided by
(c): where (a) is the 7% Solution Minimum Guaranteed Death Benefit for
Non-Special Funds prior to the


ACC4SF-108900                                 41




withdrawal; (b) is the contract value of
the withdrawal; and (c) is the contract value allocated to Non-Special
Funds before the withdrawal. The amount of the pro-rata adjustment for
withdrawals from Special Funds will equal (a) times (b) divided by (c):
where (a) is the 7% Solution Minimum Guaranteed Death Benefit for Special
Funds prior to the withdrawal; (b) is the contract value of the
withdrawal; and (c) is the contract value allocated to Special Funds
before the withdrawal.  Please see Appendix C for examples of the pro-rata
withdrawal adjustment for withdrawals other than special withdrawals.

Transfers from Special to Non-Special Funds will reduce the 7% Solution
Minimum Guaranteed Death Benefit and the cap for Special Funds on a pro-
rata basis.  The resulting increase in the 7% Solution Minimum Guaranteed
Death Benefit in the Non-Special Funds will equal the lesser of the
reduction in the 7% Solution Minimum Guaranteed Death Benefit in the
Special Funds and the contract value transferred.  The increase in the
cap for Non-Special Funds will equal the reduction in the cap for Special
Funds.

Transfers from Non-Special to Special Funds will reduce the 7% Solution
Minimum Guaranteed Death Benefit and the cap in the Non-Special Funds on
a pro-rata basis.  The resulting increase in the 7% Solution Minimum
Guaranteed Death Benefit and the cap for the Special Funds will equal the
reduction in the 7% Solution Minimum Guaranteed Death Benefit and the cap
for the Non-Special Funds.

The ANNUAL RATCHET ENHANCED DEATH BENEFIT equals the greater of:

    1) the Standard Death Benefit; and

    2) the sum of the contract value allocated to Special Funds and the
       Annual Ratchet Minimum Guaranteed Death Benefit allocated to Non-
       Special Funds.

The Annual Ratchet Minimum Guaranteed Death Benefit equals:

    1) the initial premium allocated at issue to Special and Non-Special
       Funds, respectively;

    2) increased dollar for dollar by any premium allocated after issue
       to Special and Non-Special funds, respectively;

    3) for Non-Special Funds, adjusted on each anniversary that occurs on or
       prior to attainment of age 90 to the  greater of the Annual Ratchet
       Minimum Guaranteed Death Benefit for Non-Special Funds from the prior
       anniversary (adjusted for new premiums, partial withdrawals
       allocated to Non-Special Funds, and transfers between Special and
       Non-Special Funds) and the current contract value allocated to Non-
       Special Funds;

    4) for Special Funds, adjusted on each anniversary that occurs on or prior
       to attainment of age 90 to the greater of the Annual Ratchet Minimum
       Guaranteed Death Benefit for Special Funds from the prior
       anniversary (adjusted for new premiums, partial withdrawals
       allocated to Special Funds, and transfers between Special and Non-
       Special Funds) and the current contract value allocated to Special
       Funds.


Withdrawals reduce the Annual Ratchet Minimum Guaranteed Death Benefit on
a pro-rata basis, based on the amount withdrawn from the Special and Non-
Special Funds, respectively. The amount of the pro-rata
adjustment for withdrawals from Non-Special Funds will equal (a) times
(b) divided by (c): where (a) is the Annual Ratchet Minimum Guaranteed
Death Benefit for Non-Special Funds prior to the withdrawal; (b) is the
contract value of the withdrawal; and (c) is the contract value allocated
to Non-Special Funds before withdrawal. The amount of the pro-rata adjustment
for Special Funds will equal (a) times (b) divided by (c): where (a) is the
Annual Ratchet Minimum Guaranteed Death Benefit for Special Funds prior
to the withdrawal; (b) is the contract value of the withdrawal; and (c)
is the contract value allocated to Special Funds before the withdrawal.

Transfers from Special to Non-Special Funds will reduce the Annual
Ratchet Minimum Guaranteed Death Benefit for Special Funds on a pro-rata
basis.  The resulting increase in the Annual Ratchet Minimum Guaranteed
Death Benefit in the Non-Special Funds will equal the lesser of the
reduction in the Annual Ratchet Minimum Guaranteed Death Benefit in the
Special Funds and the contract value transferred.


ACC4SF-108900                                 42




Transfers from Non-Special to Special Funds will reduce the Annual
Ratchet Minimum Guaranteed Death Benefit for Non-Special Funds on a pro-
rata basis.  The resulting increase in the Annual Ratchet Minimum
Guaranteed Death Benefit for the Special Funds will equal the reduction
in the Annual Ratchet Minimum Guaranteed Death Benefit for the Non-
Special Funds.

The MAX 7 ENHANCED DEATH BENEFIT  equals the greater of the 7% Solution
Enhanced Death Benefit and the Annual Ratchet Enhanced Death Benefit.
Under this benefit option, the 7% Solution Enhanced Death Benefit and the
Annual Ratchet Enhanced Death Benefit are calculated in the same manner
as if each were the elected benefit.

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

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

CONTINUATION AFTER DEATH-SPOUSE
If at the contract owner's death, the surviving spouse of the deceased
contract owner is the beneficiary and such surviving spouse elects to
continue the contract as his or her own the following will apply:

If the guaranteed death benefit as of the date we receive due proof of
death, minus the contract value also on that date, is greater than zero,
we will add such difference to the contract value. Such addition will be
allocated to the variable subaccounts in proportion to the contract value
in the subaccounts, unless we are directed otherwise. If there is no
contract value in any subaccount, the addition will be allocated to the
Liquid Asset subaccount, or its successor.

The death benefits under each of the available options will continue



based on the surviving spouse's age on the date that ownership changes.





Any addition to contract value, as described above, is available only to the
spouse of the owner as of the date of death of the owner if such spouse under
the provisions of the contract holder elects to continue the contract as his
or her own.


CONTINUATION AFTER DEATH-NON SPOUSE
If the beneficiary or surviving joint owner is not the spouse of the
owner, the Contract may continue in force subject to the required
distribution rules of the Internal Revenue Code.  See next section.

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

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

Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary
is the deceased owner's surviving spouse, then such spouse may elect to
continue the Contract under the same terms as before the contract owner's
death. Upon receipt of such election from the spouse at our Customer Service
Center: (1) all rights of the spouse as contract owner's beneficiary under
the Contract in effect prior to such election will cease; (2)


ACC4SF-108900                                 43




the spouse will become the owner of the Contract and will
also be treated as the contingent annuitant, if none has been named and
only if the deceased owner was the annuitant; and (3) all rights and
privileges granted by the Contract or allowed by Golden American will
belong to the spouse as contract owner of the Contract. This election
will be deemed to have been made by the spouse if such spouse makes a
premium payment to the Contract or fails to make a timely election as
described in this paragraph. If the owner's beneficiary is a nonspouse,
the distribution provisions described in subparagraphs (a) and (b) above,
will apply even if the annuitant and/or contingent annuitant are alive at
the time of the contract owner's death.

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

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

If a Contract has joint owners we will consider the date of death of the
first joint owner as the death of the contract owner and the surviving
joint owner will become the contract owner of the Contract.  If any
contract owner is not an individual, the death of an annuitant shall be
treated as the death of a contract owner.


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

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

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

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

  NO SURRENDER CHARGE.  We do not deduct any surrender charges for
withdrawals.

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

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

  ADMINISTRATIVE CHARGE.  We deduct an annual administrative charge on
each Contract anniversary, or if you surrender your Contract prior to a
Contract anniversary, at the time we determine the cash surrender


ACC4SF-108900                                 44




value payable to you.  The amount deducted is $40 per Contract.  This charge
is waived if your contract value is $100,000 or more at the end of a
contract year or the total of your premium payments is $100,000 or more
or under other conditions established by Golden American.  We deduct the
charge proportionately from all subaccounts in which you are invested.
If there is no contract value in those subaccounts, we will deduct the
charge from your Fixed Interest Allocations starting with the guaranteed
interest periods nearest their maturity dates until the charge has been
paid.

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

CHARGES DEDUCTED FROM THE SUBACCOUNTS
  MORTALITY AND EXPENSE RISK CHARGE.  The mortality and expense risk
charge is deducted each business day.  The amount of the mortality and
expense risk charge depends on the death benefit you have elected. The
charge is deducted on each business day based on the assets you have in
each subaccount. The charge for each death benefit option, on an annual
basis, is equal to 1.30% for the Standard Death Benefit, 1.55% for the
Annual Ratchet Enhanced Death Benefit, 1.65% for the 7% Solution Enhanced
Death Benefit or 1.75% for the Max 7 Enhanced Death Benefit, of the
assets you have in each subaccount.  The charge is deducted each business
day at the rate of .003585% (Standard), .004280% (Annual Ratchet),
 .004558% (7% Solution), or .004837% (Max 7), respectively, for each day
since the previous business day.

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

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

 Minimum Guaranteed Accumulation Benefit (MGAB).  The quarterly charge
for the MGAB rider is as follows:

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

The MGAB Charge Base is the total of (i) the MGAB Base on the rider date, and
(ii) premiums during the 2-year period commencing on the rider date, reduced
pro rata for withdrawals and reduced for transfers made within the last 3
years prior to the MGAB Benefit Date. We will deduct charges only during your
ten-year or twenty-year waiting period, as applicable. If you surrender or
annuitize your Contract, we will deduct a pro rata portion of the charge for
the current quarter based on the current quarterly charge rate and MGAB


ACC4SF-108900                                 45




Charge Base immediately prior to the surrender or annuitization. The MGAB
Charge Base is adjusted for transfers between Special and Non-Special Funds.

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

          MGIB Base Rate         Quarterly Charge
          --------------         ----------------
          7%.................    0.125% of the MGIB Base (0.50% annually)

The MGIB Charge Base is the total of premiums paid more than 5 years
before the earliest MGIB Benefit Date, reduced pro rata for all
withdrawals taken while the MGIB rider is in effect, and accumulated at
the MGIB Rate. If you surrender or annuitize your Contract, we will
deduct a pro rata portion of the charge for the current quarter based on
the current quarterly charge rate and your MGIB Charge Base immediately
prior to the surrender or annuitization. The MGIB Charge Base is adjusted
for transfers between Special and Non-Special Funds.

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

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts. Each portfolio deducts portfolio management fees and charges from
the amounts you have invested in the portfolios.  In addition,
three portfolios deduct 12b-1 fees.  For 1999, total portfolio fees and
charges ranged from 0.56% to 1.75%.  See "Fees and Expenses" in this
prospectus.

Additionally, we may receive compensation from the investment
advisers, administrators or distributors of the portfolios in connection
with administrative, distribution, or other services and cost savings
experienced by the investment advisers, administrators or distributors.
It is anticipated that such compensation will be based on assets of the
particular portfolios attributable to the Contract.  Some advisers,
administrators or distributors may pay us more than others.


- --------------------------------------------------------------------------------
                               THE ANNUITY OPTIONS
- --------------------------------------------------------------------------------

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

You may also elect an annuity option on surrender of the Contract for its
cash surrender value or you may choose one or more annuity options for
the payment of death benefit proceeds while it is in effect and before
the annuity start date. If, at the time of the contract owner's death or
the annuitant's death (if the contract owner is not an individual), no option
has been chosen for paying death benefit proceeds, the beneficiary may


ACC4SF-108900                                 46



choose an annuity option within 60 days. In all events, payments of
death benefit proceeds must comply with the distribution requirements of
applicable federal tax law.

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

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

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

Our approval is needed for any option where:

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

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

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

SELECTING THE ANNUITY START DATE
You select the annuity start date, which is the date on which the annuity
payments commence. The annuity start date must be at least 5 years from
the contract date but before the month immediately following the
annuitant's 90th birthday, or 10 years from the contract date, if later.

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

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

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

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

  OPTION 1. INCOME FOR A FIXED PERIOD.  Under this option, we make
monthly payments in equal installments for a fixed number of years based
on the contract value on the annuity start date. We guarantee that each
monthly payment will be at least the amount stated in your Contract. If
you prefer, you may request that payments be made in annual, semi-annual
or quarterly installments. We will provide you with



ACC4SF-108900                                 47





illustrations if you ask for them. If the cash surrender value or contract
value is applied under this option, a 10% penalty tax may apply to the
taxable portion of each income payment until the contract owner reaches
age 59 1/2.

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

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

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

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

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

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

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

- --------------------------------------------------------------------------------
                            OTHER CONTRACT PROVISIONS
- --------------------------------------------------------------------------------

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

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any payment
or determination of values on any business day (1) when the New York Stock
Exchange is closed; (2) when trading on the New York Stock Exchange is
restricted; (3) when an emergency exists as determined by the SEC so that
the sale of

ACC4SF-108900                                 48




securities held in Separate Account B may not
reasonably occur or so that the Company may not reasonably determine the
value of Separate Account B's net assets; or (4) during any other period
when the SEC so permits for the protection of security holders. We have
the right to delay payment of amounts from a Fixed Interest Allocation
for up to 6 months.

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

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

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

FREE LOOK
You may cancel your Contract within your 10-day free look period. We deem
the free look period to expire 15 days after we mail the Contract to you.
Some states may require a longer free look period. To cancel, you need to
send your Contract to our Customer Service Center or to the agent from
whom you purchased it. We will refund the contract value. For purposes of
the refund during the free look period, (i) we adjust your contract value
for any market value adjustment (if you have invested in the fixed
account), and (ii) then we include a refund of any charges deducted from
your contract value. Because of the market risks associated with
investing in the portfolios and the potential positive or negative effect
of the market value adjustment, the contract value returned may be
greater or less than the premium payment you paid. Some states require us
to return to you the amount of the paid premium (rather than the contract
value) in which case you will
not be subject to investment risk during the free look period. In these
states, your premiums designated for investment in the subaccounts may be
allocated during the free look period to a subaccount specially designated
by the Company for this purpose (currently, the Liquid Asset subaccount).
We may, in our discretion, require that premiums designated for investment
in the subaccounts from all other states as well as premiums designated for
a Fixed Interest Allocation be allocated to the specially designated
subaccount during the free look period.  Your Contract is void as of the
day we receive your Contract and cancellation request.  We determine your
contract value at the close of business on the day we receive your
written request.  If you keep your Contract after the free look period
and the investment is allocated to a subaccount specially designated by
the Company, we will put your money in the subaccount(s) chosen by you,
based on the accumulation unit value next computed for each subaccount,
and/or in the Fixed Interest Allocation chosen by you.

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

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


ACC4SF-108900                                 49




Pennsylvania 19380. Directed Services enters into sales agreements with
broker-dealers to sell the Contracts through registered representatives who
are licensed to sell securities and variable insurance products. These
broker-dealers are registered with the SEC and are members of the National
Association of Securities Dealers, Inc. Directed Services receives commissions
the equivalent of a combination of a percentage of premium payments and a
percentage of the contract value up to 2.5% in the first year and a
percentage of the contract value up to 1% in subsequent years.

- -------------------------------------------------------------------------------
                            UNDERWRITER COMPENSATION
- -------------------------------------------------------------------------------
     NAME OF PRINCIPAL              AMOUNT OF                      OTHER
        UNDERWRITER          COMMISSION TO BE PAID             COMPENSATION

  Directed Services, Inc.      The equivalent of a         Reimbursement of any
                                 combination of a            covered expenses
                                   percentage                    incurred
                             of premium payments and           by registered
                               a percentage of the            representatives
                              contract value up to             in connection
                             2.5% in the first year             with the
                             and a percentage of the           distribution
                             contract value up to 1%         of the Contracts.
                              in subsequent years.
- --------------------------------------------------------------------------------


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

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

- --------------------------------------------------------------------------------
                                OTHER INFORMATION
- --------------------------------------------------------------------------------

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

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

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


ACC4SF-108900                                 50




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

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

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

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

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

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

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


ACC4SF-108900                                 51





  INVESTOR CONTROL.  In certain circumstances, owners of variable annuity
contracts have been considered for federal income tax purposes to be the
owners of the assets of the separate account supporting their contracts
due to their ability to exercise investment control over those assets.
When this is the case, the contract owners have been currently taxed on
income and gains attributable to the separate account assets. There is
little guidance in this area, and some features of the Contracts, such as
the flexibility of a contract owner to allocate premium payments and
transfer contract values, have not been explicitly addressed in published
rulings. While we believe that the Contracts do not give contract owners
investment control over Separate Account B assets, we reserve the right
to modify the Contracts as necessary to prevent a contract owner from
being treated as the owner of the Separate Account B assets supporting
the Contract.

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

Other rules may apply to Qualified Contracts.

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

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

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

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

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

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


ACC4SF-108900                                 52



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

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

    o   attributable to the taxpayer's becoming disabled; or

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

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

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

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

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

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

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

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

  DISTRIBUTIONS.  Annuity payments are generally taxed in the same manner as
under a non-qualified Contract. When a withdrawal from a qualified Contract
occurs, a pro rata portion of the amount received is taxable, generally based
on the ratio of the contract owner's investment in the Contract (generally, the


ACC4SF-108900                                 53





premiums or other consideration paid for the Contract) to the participant's
total accrued benefit balance under the retirement plan. For qualified
Contracts, the investment in the Contract can be zero. For Roth IRAs,
distributions are generally not taxed, except as described below.

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

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

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

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

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

ACC4SF-108900                                 54





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


LOANS
Loans may be available if you are under age 70 1/2 and purchased your contract
in connection with a non-ERISA plan qualified under Section 403(b) of the Code
("TSA"). If your contract was issued in connection with a TSA and the terms of
your plan permit, you may take a loan from us, using your Cash Surrender Value
as collateral for the loan. Loans are subject to the terms of the Contract, the
plan and the Code. You are responsible for monitoring the amount and number of
loans outstanding at any one time under your TSA, whether under our contracts or
those of other carriers. We may modify the terms of a loan to comply with
changes in applicable law. WE URGE YOU TO CONSULT WITH A QUALIFIED TAX ADVISOR
PRIOR TO EFFECTING A LOAN TRANSACTION UNDER YOUR CONTRACT.

     LOAN PROCEDURES. You must complete a loan application in order to effect a
loan. You may submit a loan application at any time after the free look period
and before the annuity start date. There is a loan fee (currently $25) per loan,
payable at the time of the loan. If the loan amount plus the loan fee exceeds
the maximum loan amount, the fee will be deducted from the loan proceeds.

     In order to secure your loan, on the effective date of your loan, we will
transfer an amount equal to the principal amount of your loan into an account
called the "TSA Special Fixed Account". You must indicate your choice of
variable and fixed accounts from which amounts will be transferred to the TSA
Special Fixed Account. If no choice is indicated, amounts will be transferred on
a pro rata basis from your variable accounts. If amounts allocated to the
variable accounts are not sufficient, amounts will be transferred from the fixed
accounts on a nearest to maturity basis.

     Amounts transferred from the TSA Special Fixed Account upon loan repayments
will be transferred to the variable accounts in proportion to the contract value
so allocated. If no contract value is allocated to the variable accounts, such
transfers will be made to the Liquid Asset subaccount.

     No withdrawals are permitted unless there has been a Distributable Event.
Distributable Events are the following:

        1) attainment of age 59 1/2;

        2) separation from service ;

        3) death; or

        4) disability.

You must notify us when a separation from service has occurred. No withdrawals
are permitted from the TSA Special Fixed Account, other than an automatic
withdrawal to pay off a defaulted loan. See Loan Default, below.

ACC4SF-108900                                 55





     MINIMUM AND MAXIMUM LOAN AMOUNTS. You may borrow a minimum of $1,000,
unless we are required by law to allow a lesser minimum amount. We currently
allow no more than 2 loans per Contract at any time. The maximum loan amount for
a new loan is the lesser of (1) and (2), minus any outstanding loan balance,
where

        1)   is 50% of the Cash Surrender Value, and

        2)   is $50,000  minus the excess of the highest  outstanding  loan
             balance  during the past 12 months over the loan balance on the
             date of the new loan.

     LOAN INTEREST. The outstanding loan balance in the TSA Special Fixed
Account is credited with interest until the loan is repaid in full. The current
annual effective interest rate is 3.5%. The guaranteed minimum interest rate is
3%. Rates are guaranteed for one year. Each loan will have a separate TSA
Special Fixed Account, and each may have a different interest crediting rate.

     You will be charged interest on the outstanding loan balance at an annual
effect interest rate of 6%. Interest will be charged in arrears. Interest
charges accrue on your outstanding loan balance daily beginning on the effective
date of your loan.

     LOAN REPAYMENT. Loans must be repaid within 5 years. However, if the loan
is used to purchase your principal residence, it must be repaid within 15 years.
You must identify your payments as premium payments or they will be treated as
loan repayments. You may choose whether to make your loan repayments quarterly
or monthly. Currently, loans must be repaid by electronic funds transfer ("EFT")
or pre-authorized check. ("PAC"), unless we have approved another form of
payment.

     If your loan repayment is late, and the loan would otherwise be in default,
we will make a withdrawal in an amount sufficient to keep the loan from going
into default. The withdrawals will be made on a pro rata basis from all of the
variable accounts to which contract value is then allocated. If there is not
enough contract value in the variable accounts, the withdrawal will be made from
the fixed accounts on a nearest to maturity basis. This will only be done if:

        1)   there has been a Distributable Event;

        2)   the amount available for withdrawal is equal to or exceeds the
             necessary amount plus any applicable withdrawal charges; and

        3)   you have authorized us to do so in the loan agreement.

If any of these conditions is not met, the loan will be considered to be in
default, and default procedures will be performed.

     LOAN DEFAULT. When your loan is in default, you may pay off the loan, or
the loan will be repaid through an automatic withdrawal from your contract
value, as described below.

        1.   Loan Repaid

             For loans in default status, we will accept repayment only in the
             amount necessary to pay off the loan balance in full.

        2.   Loan Not Repaid

             The defaulted loan balance continues to accrue interest until there
             has been a Distributable Event, at which time the defaulted loan
             balance plus accrued interest will be repaid by automatic
             withdrawal. The defaulted loan balance will be considered a Deemed
             Distribution. If a Distributable Event has occurred prior to
             default, the defaulted loan balance plus accrued interest is repaid
             by automatic withdrawal upon default. The automatic withdrawal will
             apply first to the TSA Special Fixed Account, then pro rata to the
             variable accounts and then to the fixed accounts on a nearest to
             maturity basis. Surrender charges and any market value adjustments
             will be applied as applicable to such withdrawals. In either case
             the Deemed Distribution or withdrawal will be considered a
             currently taxable event, and may be subject to federal income tax
             withholding and the federal early withdrawal penalty tax.

ACC4SF-108900                                 56





     OVERLOANS. An overloan occurs when the total outstanding loan balance(s)
exceeds the Cash Surrender Value. If this occurs, we will send you a letter
requesting payment of an amount which will take the loan out of overloan status.
If after 30 days, the overloan status has not been corrected, the loan will be
considered in default. If a Distributable Event occurred, the Contract will
terminate without value. If a Distributable Event has not occurred, the Contract
will continue in force, interest continues to accrue and the loan continues.
Upon the occurrence of a Distributable Event while the loan is still in overloan
status, the Contract will terminate without value.

     EFFECT OF LOAN ON OTHER CONTRACT  FEATURES.  The following contract
features will be impacted by any outstanding loan balance:

        1)   Withdrawals and Charges: The rules concerning maximum withdrawal
             amounts, free partial withdrawals, systematic withdrawals and
             waiver of administrative charges will be determined by reducing the
             otherwise applicable amounts by the amount of any outstanding loan
             balance.

        2)   Death Benefits, Annuitization and Surrenders: The outstanding loan
             balance is deducted from any amounts otherwise payable and in
             determining the amount available for annuitization.

        3)   Riders:

             a)   Minimum Guaranteed Income Benefit ("MGIB") Rider. Upon
                  exercising the MGIB rider, the MGIB Base is reduced by the
                  ratio of the outstanding loan balance to the contract value.

             b)   Minimum Guaranteed Withdrawal Benefit ("MGWB") Rider. The
                  portion of the contract value used to pay off the outstanding
                  loan balance will reduce the MGWB Withdrawal Account. We do
                  not recommend the MGWB rider if loans are contemplated.

             c)   Minimum Guaranteed Accumulation Benefit ("MGAB") Rider.
                  Generally, loan repayment periods should not extend into the
                  3 year period preceding the end of the Waiting Period, because
                  transfers made within such 3 year period reduce the MGAB Base
                  and the MGAB Charge Base pro rata based on the percentage of
                  contract value transferred. Transfers between the TSA Special
                  Fixed Account and the variable accounts will not be excluded
                  from this treatment.


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

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

OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax consequences
under the Contracts are not exhaustive, and special rules are provided
with respect to other tax situations not discussed

ACC4SF-108900                                 57




in this prospectus.
Further, the federal income tax consequences discussed herein reflect our
understanding of current law, and the law may change. Federal estate and
state and local estate, inheritance and other tax consequences of
ownership or receipt of distributions under a Contract depend on the
individual circumstances of each contract owner or recipient of the
distribution. A competent tax adviser should be consulted for further
information.

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

ACC4SF-108900                                 58




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

SELECTED FINANCIAL DATA

The following selected financial data prepared in accordance with generally
accepted accounting principles ("GAAP") for Golden American should be read in
conjunction with the financial statements and notes thereto included in this
prospectus. On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of Equitable of Iowa
Companies ("Equitable of Iowa"), according to a merger agreement among Equitable
of Iowa, PFHI and ING Groep N.V. (the "ING acquisition"). On August 13, 1996,
Equitable of Iowa acquired all of the outstanding capital stock of BT Variable,
Inc., then the parent of Golden American (the "Equitable acquisition"). For
financial statement purposes, the ING acquisition was accounted for as a
purchase effective October 25, 1997 and the Equitable acquisition was accounted
for as a purchase effective August 14, 1996. As a result, the financial data
presented below for periods after October 24, 1997, are presented on the
Post-Merger new basis of accounting, for the period August 14, 1996 through
October 24, 1997, are presented on the Post-Acquisition basis of accounting, and
for August 13, 1996 and prior periods are presented on the Pre-Acquisition basis
of accounting.



                                                       SELECTED GAAP BASIS FINANCIAL DATA
                                                                 (IN THOUSANDS)

                                                                   POST-MERGER
                                        --------------   ------------    -------------   --------------
                                        For the Period                                   For the Period
                                          January 1,     For the Year     For the Year     October 25,
                                         2000 through        Ended            Ended       1997 through
                                         September 30,   December 31,     December 31,    December 31,
                                             2000            1999             1998            1997
                                        --------------   ------------    -------------   --------------
                                                                             
Annuity and Interest
    Sensitive Life

    Product Charges.................    $     106,892    $     82,935     $     39,119   $      3,834
Net Income (Loss) before
    Federal Income Tax .............    $      27,886    $     19,737     $     10,353   $       (279)
Net Income (Loss)...................    $      18,084    $     11,214     $      5,074   $       (425)
Total Assets........................    $  11,835,937    $  9,392,857     $  4,754,623   $  2,446,395
Total Liabilities...................    $  11,256,283    $  8,915,008     $  4,400,729   $  2,219,082
Total Stockholder's Equity..........    $     579,654    $    477,849     $    353,894   $    227,313






                                                              POST-ACQUISITION         |         PRE-ACQUISITION
                                                       --------------  --------------  |  ------------------------------
                                                       For the Period  For the Period  |  For the Period
                                                       January 1,1997    August 14,    |    January 1,     For the Year
                                                           through      1996 through   |   1996 through       Ended
                                                         October 24,    December 31,   |    August 13,     December, 31,
                                                            1997            1996       |       1996           1995
                                                       --------------  --------------  |  ---------------  -------------
                                                                              |                 
Annuity and Interest                                                                   |
    Sensitive Life Product Charges.................      $  18,288      $      8,768   |     $ 12,259       $   18,388
Net Income (Loss) before                                                               |
    Federal Income Tax.............................      $    (608)     $        570   |     $  1,736       $    3,364
Net Income (Loss)..................................      $     729      $        350   |     $  3,199       $    3,364
Total Assets.......................................          N/A        $  1,677,899   |        N/A         $1,203,057
Total Liabilities..................................          N/A        $  1,537,415   |        N/A         $1,104,932
Total Stockholder's Equity.........................          N/A        $    140,484   |        N/A         $   98,125


ACC4SF-108900                                 59





BUSINESS ENVIRONMENT

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

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

                              RESULTS OF OPERATION

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

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

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

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

ACC4SF-108900                                 60





For financial statement purposes, the change in control of Golden
American through the acquisition of BT Variable was accounted for as a purchase
effective August 14, 1996. This acquisition resulted in a new basis of
accounting reflecting estimated fair values of assets and liabilities at the
acquisition date. As a result, the Companies' financial statements included for
the period January 1, 1997 through October 24, 1997 are presented on the
Post-Acquisition basis of accounting.

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

THE FIRST NINE MONTHS OF 2000 COMPARED TO THE SAME PERIOD OF 1999

PREMIUMS



                                                                           PERCENTAGE         DOLLAR
NINE MONTHS ENDED JUNE 30                                   2000             CHANGE           CHANGE           1999
                                                         ----------        ----------       -----------     ----------
                                                                              (Dollars in millions)
                                                                                                
Variable annuity premiums:
    Separate account.................................    $    682.7          (61.7)%        $ (1,100.8)     $  1,783.5
    Fixed account....................................         503.2           (6.7)              (36.2)          539.4
                                                         ----------          -------        -----------     ----------
Total variable annuity premiums......................       1,185.9          (49.0)           (1,137.0)        2,322.9
Variable life premiums...............................           1.5          (78.3)               (5.5)            7.0
                                                         ----------          -------        -----------     ----------
Total premiums.......................................    $  1,187.4          (49.0)%        $ (1,142.5)     $  2,329.9
                                                         ==========          =======        ===========     ==========


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

Variable annuity separate account premiums decreased 61.7% during the first nine
months of 2000 compared to the same period of 1999. This decrease is completely
due to premium reductions included in the variable annuity separate account
premiums of $1,772.1 million and $72.1, million for the first nine months of
2000 and 1999, respectively, related to modified coinsurance agreements.

Variable life premiums decreased 78.3% in the first nine months of 2000 from the
same period of 1999. In August 1999, Golden American discontinued offering
variable life products.

Premiums, net of reinsurance, for variable products from
a significant broker/dealer having at least ten percent of total sales for the
nine months ended September 30, 2000 totaled $139.3 million, or 12% of total
premiums ($664.2 million, or 29% from two significant broker/dealers for the
nine months ended September 30, 1999).

ACC4SF-108900                                 61





REVENUES



                                                                           PERCENTAGE         DOLLAR
NINE MONTHS ENDED SEPTEMBER 30                              2000             CHANGE           CHANGE           1999
                                                          ---------        ----------       -----------     ----------
                                                                              (Dollars in millions)
                                                                                                 
Annuity and interest sensitive
    life product charges.............................     $  106.9              93.7%         $   51.7       $   55.2
Management fee revenue...............................         15.6             130.1               8.8            6.8
Net investment income................................         47.9              12.2               5.2           42.7
Realized losses on investments.......................         (4.5)           (104.5)             (2.3)          (2.2)
Net income from modified coinsurance
    agreements.......................................        220.2           3,184.4             213.8            6.4
Other income.........................................          1.3              30.0               0.3            1.0
                                                          --------           -------          --------       --------
                                                          $  387.4             252.6%         $  277.5       $  109.9
                                                          ========           =======          ========       ========


Total revenues increased 252.6% in the first nine months of 2000 from the same
period in 1999. Annuity and interest sensitive life product charges increased
93.7% in the first nine months of 2000 due to additional fees earned from the
increasing block of business under management in the variable separate accounts.

Golden American provides certain managerial and supervisory services to Directed
Services, Inc. ("DSI"). The fee paid to Golden American for these services,
which is calculated as a percentage of average assets in the variable separate
accounts, was $15.6 million and $6.8 million for the first nine months of 2000
and 1999, respectively. This increase is due to the increasing assets in the
variable separate account and renegotiation of the fee paid by DSI to Golden
American.

Net investment income increased 12.2% in the first nine months of 2000
due to growth in average invested assets for the first nine months of 2000 as
compared to the same period in 1999. The Companies had $4.5 million of realized
losses in the first nine months of 2000 on the sale of fixed maturities and the
writedown of an impaired investment, compared to losses of $2.2 million in the
same period of 1999 resulting from the writedown of two fixed maturities in the
second quarter of 1999 and from the sale of investments in the first nine months
of 1999.

Net income from modified coinsurance agreements increased by $213.8 million to
$220.2 million for the first nine months of 2000 as compared to the first nine
months of 1999. This was primarily due to a modified coinsurance agreement which
was entered into during the second quarter of 2000, with an affiliate, Equitable
Life Insurance Company of Iowa ("Equitable Life"), covering a part of business
issued in 2000. This reinsurance agreement contributed $102.9 million to other
income in the third quarter of 2000 and $214.7 in the first nine months of 2000,
which was offset by a corresponding release of deferred policy acquisition costs
and reimbursement of non-deferrable costs related to policies reinsured under
this agreement.

EXPENSES

Total insurance benefits and expenses increased $247.6 million, or 255.6%, to
$344.5 million in the first nine months of 2000. Interest credited to account
balances increased $21.9 million, or 17.4%, to $147.3 million in the first nine
months of 2000. The premium credit on the Premium Plus product increased $19.9
million to $105.6 million in the first nine months of 2000. The bonus interest
on the fixed account decreased $0.4 million to $7.2 million during the first
nine months of 2000. The remaining increase in interest credited relates to
lower account balances associated with the Companies' fixed account options
within the variable products relative to the balances at September 30, 1999.

Commissions increased $25.5 million, or 19%, to $160.1 million in the first nine
months of 2000. Insurance taxes, state licenses, and fees increased $0.7
million, or 20%, to $4.0 million in the first nine months of 2000. Changes in
commissions and insurance taxes, state licenses, and fees are generally related
to changes in the level and composition of variable product sales. Insurance
taxes, state licenses, and fees are impacted by several other factors, which
include an increase in FICA taxes primarily due to incentive bonuses. Most costs
incurred as the result of new sales are deferred, thus having very little impact
on current earnings.

ACC4SF-108900                                 62





General expenses increased $13.6 million, or 28.7%, to $61.2 million in the
first nine months of 2000. Management expects general expenses to continue to
increase in 2000 as a result of the emphasis on expanding the salaried
wholesaler distribution network, the growth in sales, and the increased amounts
in force. The Companies use a network of wholesalers to distribute products, and
the salaries and sales bonuses of these wholesalers are included in general
expenses. The portion of these salaries and related expenses that varies
directly with production levels is deferred thus having little impact on current
earnings. The increase in general expenses was partially offset by
reimbursements received from the following affiliates: DSI, Equitable Life, ING
Mutual Funds Management Co., LLC, Security Life of Denver Insurance Company,
Southland Life Insurance Company, and United Life & Annuity Insurance Company,
for certain advisory, computer, and other resources and services provided by the
Companies.

During the first nine months of 2000 and 1999, value of purchased insurance in
force ("VPIF") was adjusted to increase amortization by $0.7 million in each
period, respectively, to reflect changes in the assumptions related to the
timing of estimated gross profits. Amortization of deferred policy acquisition
costs ("DPAC") increased $29.8 million, or 151.4%, in the first nine months of
2000. This increase resulted from the deferral of expenses associated with the
large sales volume experienced since September 30, 1999. Deferred policy
acquisition costs decreased $157.1 million or 64.2% in the first nine months of
2000. During the second quarter of 2000, a modified coinsurance agreement was
entered into which resulted in a $213.0 million release of previously deferred
policy acquisition costs for the first nine months of 2000. Based on current
conditions and assumptions as to the impact of future events on acquired
policies in force, the expected net amortization relating to VPIF as of
September 30, 2000 is $0.9 million for the remainder of 2000, $3.5 million in
2001, $3.3 million in 2002, $2.8 million in 2003, $2.2 million in 2004, and $1.7
million in 2005. Actual amortization may vary based upon changes in assumptions
and experience.

Interest expense increased 169.7%, or $9.4 million, to $15.0 million in the
first nine months of 2000. Interest expense on a $25 million surplus note issued
December 1996 and expiring December 2026 was $1.5 million for the first nine
months of 2000, unchanged from the same period of 1999. Interest expense on a
$60 million surplus note issued in December 1998 and expiring December 2028 was
$3.3 million for the first nine months of 2000, unchanged from the same period
of 1999. Interest expense on a $75 million surplus note, issued September 1999
and expiring September 2029 was $4.4 million for the first nine months of 2000.
Interest expense on a $50 million surplus note, issued December 1999 and
expiring December 2029 was $3.1 million for the first nine months of 2000.
Interest expense on a $35 million surplus note issued December 1999 and expiring
December 2029 was $2.3 million for the first nine months of 2000. Golden
American also paid $0.4 million in 2000 and $0.7 million in 1999 to ING America
Insurance Holdings, Inc. ("ING AIH") for interest on a reciprocal loan
agreement. Interest expense on a revolving note payable with SunTrust Bank,
Atlanta was $36,000 and $109,000 for the first nine months of 2000 and 1999,
respectively.

INCOME

Net income was $18.1 million for the first nine months of 2000, an increase of
$14.5 million, or 409.3% from the same period of 1999.

Comprehensive income for
the first nine months of 2000 was $21.8 million, an increase of $21.8 million
from comprehensive loss of $18,000 in the same period of 1999.

ACC4SF-108900                                 63





1999 COMPARED TO 1998

PREMIUMS



                                                                           PERCENTAGE         DOLLAR
FOR THE YEAR ENDED DECEMBER 31                              1999             CHANGE           CHANGE            1998
                                                         ----------        ----------       -----------      ----------
                                                                              (Dollars in millions)
                                                                                                  
Variable annuity premiums:
    Separate account.................................     $2,511.7            71.9%           $1,050.5        $1,461.2
    Fixed account....................................        770.7            30.9               182.0           588.7
                                                          --------            ----            --------        --------
Total variable annuity premiums......................      3,282.4            60.1             1,232.5         2,049.9
Variable life premiums...............................          8.6           (37.8)               (5.2)           13.8
                                                          --------            ----            --------        --------
Total premiums.......................................     $3,291.0            59.5%           $1,227.3        $2,063.7
                                                          ========            ====            ========        ========


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

Variable annuity separate account premiums increased 71.9% in 1999. The fixed
account portion of the Companies' variable annuity premiums increased 30.9% in
1999. These increases resulted from increased sales of the Premium Plus variable
annuity product.

Variable life premiums decreased 37.8% in 1999. In August 1999, Golden American
discontinued offering variable life products.

Premiums, net of reinsurance, for
variable products from two significant broker/dealers each having at least ten
percent of total sales for the year ended December 31, 1999 totaled $918.4
million, or 28% of premiums compared to $528.9 million, or 26%, from two
significant broker/dealers for the year ended December 31, 1998.

REVENUES



                                                                           PERCENTAGE         DOLLAR
FOR THE YEAR ENDED DECEMBER 31                              1999             CHANGE           CHANGE           1998
                                                         ----------        ----------       -----------     ----------
                                                                              (Dollars in millions)
                                                                                                   
Annuity and interest sensitive life product
    charges..........................................     $  82.9            112.0%            $43.8           $39.1
Management fee revenue...............................        10.1            112.5               5.3             4.8
Net investment income................................        59.2             39.3              16.7            42.5
Realized gains (losses) on investments...............        (2.9)            96.1              (1.4)           (1.5)
Other income.........................................        10.8             94.4               5.2             5.6
                                                          -------             ----             -----           -----
                                                          $ 160.1             77.0%            $69.6           $90.5
                                                          =======             ====             =====           =====


Total revenues increased 77.0%, or $69.6 million, to $160.1 million in 1999.
Annuity and interest sensitive life product charges increased 112.0%, or $43.8
million, to $82.9 million in 1999, primarily due to additional fees earned from
the increasing block of business in the separate accounts.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid to Golden American for these services, which is calculated as a
percentage of average assets in the variable separate accounts, was $10.1
million for 1999 and $4.8 million for 1998.

Net investment income increased 39.3%, or $16.7 million, to $59.2 million in
1999 from $42.5 million in 1998, due to growth in invested assets from December
31, 1998, increasing interest rates, and a relative increase in below investment
grade investments.

ACC4SF-108900                                 64





During 1999, the Company had net realized losses on investments of $2.9 million,
which includes a $1.6 million write down of two impaired fixed maturities,
compared to net realized losses on investments of $1.5 million in 1998 which
included a $1.0 million write down of two impaired fixed maturities.

Other income increased $5.2 million to $10.8 million in 1999, due primarily to
income received under a modified coinsurance agreement with an unaffiliated
reinsurer.

EXPENSES



                                                                           PERCENTAGE         DOLLAR
FOR THE YEAR ENDED DECEMBER 31                              1999             CHANGE          CHANGE            1998
                                                        ----------        ----------       -----------     ----------
                                                                              (Dollars in millions)
Insurance benefits and expenses: Annuity and interest sensitive life benefits:

                                                                                                 
      Interest credited to account balances..........     $ 175.9              85.4%          $  81.0        $   94.9
      Benefit claims incurred in excess of
        account balances.............................         6.3             200.2               4.2             2.1
    Underwriting, acquisition, and insurance
      expenses:
      Commissions....................................       188.4              55.5              67.2           121.2
      General expenses...............................        60.2              60.2              22.6            37.6
      Insurance taxes, state licenses, and fees......         4.0              (4.0)             (0.1)            4.1
      Policy acquisition costs deferred..............      (346.4)             75.1            (148.6)         (197.8)
      Amortization:
        Deferred policy acquisition costs............        33.1             543.3              28.0             5.1
        Value of purchased insurance in force........         6.2              32.0               1.5             4.7
        Goodwill.....................................         3.8                --                --             3.8
                                                          -------              ----           -------        --------
                                                          $ 131.5              73.7%          $  55.8        $   75.7
                                                          =======              ====           =======        ========



Total insurance benefits and expenses increased 73.7%, or $55.8 million, in 1999
from $75.7 million in 1998. Interest credited to account balances increased
85.4%, or $81.0 million, in 1999 from $94.9 million in 1998. The premium credit
on the Premium Plus variable annuity product increased $69.3 million to $123.8
million at December 31, 1999. The bonus interest on the fixed account increased
$3.0 million to $10.9 million at December 31, 1999. The remaining increase in
interest credited relates to higher account balances associated with the
Companies' fixed account options within the variable products.

Commissions increased 55.5%, or $67.2 million, in 1999 from $121.2 million in
1998. Insurance taxes, state licenses, and fees decreased 4.0%, or $0.1 million,
in 1999 from $4.1 million in 1998. Changes in commissions and insurance taxes,
state licenses, and fees are generally related to changes in the level and
composition of variable product sales. Insurance taxes, state licenses, and fees
are impacted by several other factors, which include an increase in FICA taxes
primarily due to bonuses and expenses for the triennial insurance department
examination of Golden American, which were offset by a decrease in 1999 of
guaranty fund assessments paid. Most costs incurred as the result of sales have
been deferred, thus having very little impact on current earnings.

General expenses increased 60.2%, or $22.6 million, in 1999 from $37.6 million
in 1998. Management expects general expenses to continue to increase in 2000 as
a result of the emphasis on expanding the salaried wholesaler distribution
network and the growth in sales. The Companies use a network of wholesalers to
distribute products, and the salaries and sales bonuses of these wholesalers are
included in general expenses. The portion of these salaries and related expenses
that varies directly with production levels is deferred thus having little
impact on current earnings. The increase in general expenses was partially
offset by reimbursements received from DSI, Equitable Life, ING Mutual Funds
Management Co., LLC, an affiliate, Security Life of Denver Insurance Company, an
affiliate, Southland Life Insurance Company, an affiliate, and United Life &
Annuity Insurance Company, an affiliate, for certain advisory, computer, and
other resources and services provided by Golden American.

ACC4SF-108900                                 65





The Companies' previous balances of deferred policy acquisition costs ("DPAC"),
value of purchased insurance in force ("VPIF"), and unearned revenue reserve
were eliminated and a new asset of $44.3 million representing VPIF was
established for all policies in force at the merger date. During 1999, VPIF was
adjusted to increase amortization by $0.7 million to reflect changes in the
assumptions related to the timing of estimated gross profits. During 1998, VPIF
decreased $2.7 million to adjust the value of other receivables and increased
$0.2 million as a result of an adjustment to the merger costs. During 1998, VPIF
was adjusted to reduce amortization by $0.2 million to reflect changes in the
assumptions related to the timing of future gross profits. Amortization of DPAC
increased $28.0 million, or 543.3%, in 1999. This increase resulted from growth
in policy acquisition costs deferred from $197.8 million at December 31, 1998 to
$346.4 million at December 31, 1999, which was generated by expenses associated
with the large sales volume experienced since December 31, 1998. Based on
current conditions and assumptions as to the impact of future events on acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December 31, 1999 is $4.0 million in 2000, $3.6 million in 2001, $3.3 million
in 2002, $2.8 million in 2003, and $2.3 million in 2004. Actual amortization may
vary based upon changes in assumptions and experience.

Interest expense increased 102.6%, or $4.5 million, in 1999 from $4.4 million in
1998. Interest expense on a $25 million surplus note issued December 1996 and
expiring December 2026 was $2.1 million for the year ended December 31, 1999,
unchanged from the same period of 1998. Interest expense on a $60 million
surplus note issued in December 1998 and expiring December 2028 was $4.3 million
for the year ended December 31, 1999. Interest expense on a $75 million surplus
note, issued September 30, 1999 and expiring September 29, 2029 was $1.5 million
for the year ended December 31, 1999. Golden American also paid $0.8 million in
1999 and $1.8 million in 1998 to ING America Insurance Holdings, Inc. ("ING
AIH") for interest on a reciprocal loan agreement. Interest expense on a
revolving note payable with SunTrust Bank, Atlanta was $0.2 million and $0.3
million for the years ended December 31, 1999 and 1998, respectively. In
addition, Golden American incurred interest expense of $0.2 million in 1998 on a
line of credit with Equitable.

INCOME

Net income for 1999 was $11.2 million, an increase of $6.1 million from $5.1
million for 1998.

Comprehensive income for 1999 was $3.0 million, a decrease of $0.9 million from
comprehensive income of $3.9 million for 1998.

1998 COMPARED TO 1997

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

PREMIUMS



                                                 POST-MERGER          COMBINED        POST-MERGER     POST-ACQUISITION

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

                                                                                    For the Period     For the Period
                                                                                      October 25,        January 1,
                                                 For the Year       For the Year         1997               1997
                                                   ended              ended            through             through
                                                 December 31,       December 31,     December 31,        October 24,
                                                     1998               1997             1997               1997

                                               -----------------  ----------------- ----------------  -----------------
                                                                        (Dollars in millions)
                                                                                              
Variable annuity premiums:
    Separate account........................     $  1,513.3           $   291.2        $   111.0          $   180.2
    Fixed account...........................          588.7               318.0             60.9              257.1
                                                 ----------           ---------        ---------          ---------
                                                    2,102.0               609.2            171.9              437.3
Variable life premiums......................           13.8                15.6              1.2               14.4
                                                 ----------           ---------        ---------          ---------
Total premiums..............................     $  2,115.8           $   624.8        $   173.1          $   451.7
                                                 ==========           =========        =========          =========


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

ACC4SF-108900                                 66





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

During 1998, the Companies' sales were further diversified among broker/dealers.
Premiums, net of reinsurance, for variable products from two significant
broker/dealers having at least ten percent of total sales for the year ended
December 31, 1998 totaled $528.9 million, or 26% of premiums ($328.2 million, or
53% from two significant broker/dealers for the year ended December 31, 1997).

REVENUES



                                                 POST-MERGER          COMBINED        POST-MERGER     POST-ACQUISITION
                                               -----------------  ----------------- ----------------  -----------------

                                                                                    For the Period     For the Period
                                                                                      October 25,     January 1,
                                                 For the Year       For the Year         1997               1997
                                                    ended              ended            through           through
                                                 December 31,       December 31,     December 31,     October 24,
                                                     1998               1997             1997               1997

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

                                                                        (Dollars in millions)
                                                                                              
Annuity and interest sensitive life
    product charges.........................     $    39.1            $    22.1        $     3.8          $    18.3
Management fee revenue......................           4.8                  2.8              0.5                2.3
Net investment income.......................          42.5                 26.8              5.1               21.7
Realized gains (losses)
    on investments..........................          (1.5)                 0.1               --                0.1
Other income................................           5.6                  0.7              0.3                0.4
                                                 ----------           ---------        ---------          ---------
                                                 $    90.5            $    52.5        $     9.7          $    42.8
                                                 ==========           =========        =========          =========


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

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

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

ACC4SF-108900                                 67





EXPENSES



                                                 POST-MERGER          COMBINED        POST-MERGER     POST-ACQUISITION

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

                                                                                    For the Period     For the Period
                                                                                      October 25,         January 1,
                                                 For the Year       For the Year         1997               1997
                                                    ended              ended            through           through
                                                 December 31,       December 31,     December 31,        October 24,
                                                     1998               1997             1997               1997

                                               -----------------  ----------------- ----------------  -----------------
                                                                        (Dollars in millions)

                                                                                              
Insurance benefits and expenses:
  Annuity and interest sensitive
    life benefits:
    Interest credited to account
      balances..............................     $    94.9            $   26.7         $    7.4           $   19.3
    Benefit claims incurred in excess
      of account balances...................           2.1                 0.1                --               0.1
  Underwriting, acquisition, and insurance expenses:

    Commissions.............................         121.2                36.3              9.4               26.9
    General expenses........................          37.6                17.3              3.4               13.9
    Insurance taxes.........................           4.1                 2.3              0.5                1.8
    Policy acquisition costs deferred.......        (197.8)              (42.7)           (13.7)             (29.0)
    Amortization:
      Deferred policy acquisition costs.....           5.1                 2.6              0.9                1.7
      Value of purchased insurance
       in force.............................           4.7                 6.1              0.9                5.2
      Goodwill..............................           3.8                 2.0              0.6                1.4
                                                 ---------            ---------        ---------          ---------
                                                 $    75.7            $    50.7        $     9.4          $    41.3
                                                 =========            =========        =========          =========


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

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

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

At the merger date, the Companies' deferred policy acquisition costs ("DPAC"),
previous balance of value of purchased insurance in force ("VPIF") and unearned
revenue reserve were eliminated and a new asset of $44.3 million representing
VPIF was established for all policies in force at the merger date. During 1998,
VPIF was adjusted to reduce amortization by $0.2 million to reflect changes in
the assumptions related to the timing of future gross profits. VPIF decreased
$2.6 million in the second quarter of 1998 to adjust the value of other

ACC4SF-108900                                 68





receivables recorded at the time of merger and increased $0.2 million in the
first quarter of 1998 as the result of an adjustment to the merger costs. The
amortization of VPIF and DPAC increased $1.1 million, or 13.0%, in 1998. During
the second quarter of 1997, VPIF was adjusted by $2.3 million to reflect
narrower spreads than the gross profit model assumed.

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

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

INCOME

Net income for 1998 was $5.1 million, an increase of $4.8 million from $0.3
million in 1997. Comprehensive income for 1998 was $3.9 million, an increase of
$1.8 million from $2.1 million in 1997.

                               FINANCIAL CONDITION

RATINGS. Currently, the Companies' ratings are A+ by A. M. Best Company, AAA by
Duff & Phelps Credit Rating Company, and AA+ by Standard & Poor's Rating
Services ("Standard & Poor's").

INVESTMENTS. The financial statement carrying
value and amortized cost basis of the Companies' total investments decreased
slightly during the first nine months of 2000. All of the Companies'
investments, other than mortgage loans on real estate, are carried at fair value
in the Companies' financial statements. The decrease in the carrying value of
the Companies' investment portfolio was due to changes in unrealized
appreciation and depreciation of investments offset by net sales. The decrease
in the cost basis of the Companies' investment portfolio resulted from net
transfers to the separate accounts. The Companies manage the growth of insurance
operations in order to maintain adequate capital ratios. To support the fixed
account options of the Companies' variable insurance products, cash flow is
invested primarily in fixed maturities and mortgage loans on real estate.

At September 30, 2000, the Companies had no investments in default. At September
30, 2000, the Companies' investments had a yield of 6.7%. The Companies estimate
the total investment portfolio, excluding policy loans, had a fair value
approximately equal to 98.3% of amortized cost value at September 30, 2000.

FIXED MATURITIES: At September 30, 2000, the Companies had fixed maturities with
an amortized cost of $798.9 million and an estimated fair value of $784.8
million. The Companies classify 100% of securities as available for sale. Net
unrealized depreciation of fixed maturities of $14.1 million was comprised of
gross appreciation of $1.7 million and gross depreciation of $15.8 million. Net
unrealized holding losses on these securities, net of adjustments for VPIF,
DPAC, and deferred income taxes of $4.9 million, were included in stockholder's
equity at September 30, 2000.

The individual securities in the Companies' fixed
maturities portfolio (at amortized cost) include investment grade securities,
which include securities issued by the U.S. government, its agencies, and
corporations that are rated at least A- by Standard & Poor's Rating Services
("Standard & Poor's") ($527.7 million or 66.0%), that are rated BBB+ to BBB- by
Standard & Poor's ($130.1 million or 16.3%), and below investment grade
securities, which are securities issued by corporations that are rated BB+ to B-
by Standard & Poor's ($53.0 million or 6.5%). Securities not rated by Standard &
Poor's had a National Association of Insurance Commissioners ("NAIC") rating of
1, 2, 3, 4, or 5 ($88.1 million or 11.6%). The Companies' fixed maturity
investment portfolio had a combined yield at amortized cost of 6.7% at September
30, 2000.

ACC4SF-108900                                 69





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

At September 30, 2000, the amortized cost value of the Companies' total
investments in below investment grade securities, excluding mortgage-backed
securities, was $71.5 million, or 7.0%, of the Companies' investment portfolio.
The Companies intend to purchase additional below investment grade securities,
but do not expect the percentage invested in such securities to exceed 10% of
the investment portfolio. At September 30, 2000, the yield at amortized cost on
the Companies' below investment grade portfolio was 8.1% compared to 6.5% for
the Companies' investment grade corporate bond portfolio. The Companies estimate
the fair value of the below investment grade portfolio was $67.5 million, or
94.4% of amortized cost value, at September 30, 2000.

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

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

During the first nine months of 2000, fixed maturities
designated as available for sale with a combined amortized cost of $163.3
million were sold, called, or repaid by their issuers. In total, net pre-tax
losses from sales, calls, and repayments of fixed maturity investments amounted
to $4.5 million in the first nine months of 2000.

During the second quarter of
2000, Golden American determined that the carrying value of an impaired bond
exceeded its estimated net realizable value. As a result, at June 30, 2000,
Golden American recognized a total pre-tax loss of approximately $142,000 to
reduce the carrying value of the bond to its net realizable value of $329,000.

EQUITY SECURITIES: Equity securities represent 0.9% of the Companies' investment
portfolio. At September 30, 2000, the Companies owned equity securities with a
cost of $9.7 million and an estimated fair value of $8.8 million. Net unrealized
depreciation of equity securities was comprised entirely of gross depreciation
of $0.9 million. Equity securities are comprised of investments in shares of
mutual funds underlying the Companies' registered separate accounts.

MORTGAGE LOANS ON REAL ESTATE: Mortgage loans on real estate
represent 10.1% of the Companies' investment portfolio.
Mortgages outstanding were $104.5 million at September 30,
2000 with an estimated fair value of $102.4 million. The Companies'
mortgage loan portfolio is comprised of 59 loans with an average size of
$1.8 million and average seasoning of 0.6 years if weighted by the number of
loans. The Companies' mortgage loans on real estate are typically secured by
occupied buildings in major metropolitan locations and not speculative
developments and are diversified by type of property and geographic location. At
September 30, 2000, the yield on the Companies' mortgage loan portfolio was
7.3%.

ACC4SF-108900                                 70





At September 30, 2000, no mortgage loan on real estate was delinquent by
90 days or more. The Companies' loan investment strategy is consistent with
other life insurance subsidiaries of ING in the United States. The insurance
subsidiaries of EIC have experienced a historically low default rate in their
mortgage loan portfolios.

OTHER ASSETS. DPAC represents certain deferred costs
of acquiring new insurance business, principally first year commissions and
interest bonuses, premium credits, and other expenses related to production
after October 24, 1997 ("ING merger date"). The Companies' previous balances of
DPAC and VPIF were eliminated as of the ING merger date, and an asset
representing VPIF was established for all policies in force at the ING merger
date. VPIF is amortized into income in proportion to the expected gross profits
of in force acquired business in a manner similar to DPAC amortization. Any
expenses which vary directly with the sales of the Companies' products are
deferred and amortized. During the second quarter of 2000, a modified
coinsurance agreement was entered into which resulted in a $213.0 million
release of previously deferred policy acquisition costs. At September 30, 2000,
the Companies had DPAC and VPIF balances of $564.0 million and $28.9 million,
respectively.

Goodwill totaling $151.1 million, representing the excess of the acquisition
cost over the fair value of net assets acquired, was established as a result of
the merger with ING. Accumulated amortization of goodwill through September 30,
2000 was $11.0 million.

Due from affiliates increased $9.2 million or 1438.4% to $9.8 million during the
first nine months of 2000. This is mainly due to an increased receivable for
management fee revenues. The increase is due to higher management fees in the
current year as well as the timing of the receivable settlement.

Other assets increased $1.2 million from December 31, 1999, due to an increase
in the receivable for securities sold and an increase in prepaid expenses.

At September 30, 2000, the Companies had $10.0 billion of separate account
assets compared to $7.6 billion at December 31, 1999. The increase in
separate account assets resulted from market appreciation, transfers from
the fixed account options, and sales of the Companies' variable annuity
products, net of redemptions.

At September 30, 2000, the Companies had total assets of $11.8 billion, a 26.0%
increase from December 31, 1999.

LIABILITIES. Future policy benefits for annuity
and interest sensitive life products decreased 9.1%, to $939.0 million due to
net transfers to the variable accounts. Market appreciation, net transfers from
the fixed account to the variable account options, and premiums, net of
redemptions, accounted for the $2.4 billion, or 32.1%, increase in separate
account liabilities to $10.0 billion at September 30, 2000.

On December 30, 1999, Golden American issued a $50 million, 8.179% surplus note
to Equitable Life, which matures on December 29, 2029. On December 8, 1999,
Golden American issued a $35 million, 8.0% surplus note to First Columbine Life
Insurance Company, an affiliate, which matures on December 7, 2029. On September
30, 1999, Golden American issued a $75 million, 7.75% surplus note to ING AIH,
which matures on September 29, 2029. On December 30, 1999, ING AIH assigned the
surplus note to Equitable Life. On December 30, 1998, Golden American issued a
$60 million, 7.2% surplus note to Equitable Life, which matures on December 29,
2028. On December 17, 1996, Golden American issued a $25 million, 8.2% surplus
note to Equitable of Iowa Companies, which matures on December 17, 2026. As a
result of the ING merger, the surplus note is now payable to EIC.

Due to affiliates increased $12.5 million or 98.1% to $25.1 million during the
first nine months of 2000. This is mainly due to the overpayment of the cash
settlement for the modified co-insurance agreement with a related party.

Other
liabilities decreased $5.9 million or 11.1% to $47.3 million during the first
nine months of 2000 due to the timing of account transfers, as well as the
timing of the settlement of investment transactions.

In conjunction with the
volume of variable annuity sales, the Companies' total liabilities increased
$2.3 billion, or 26.3%, during the first nine months of 2000 and totaled $11.3
billion at September 30, 2000.

ACC4SF-108900                                 71





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

STOCKHOLDER'S EQUITY. Additional paid-in capital increased $80.0 million,
or 17.1%, from December 31, 1999 to $548.6 million at September 30, 2000,
due to a capital contribution from the Parent.

                         LIQUIDITY AND CAPITAL RESOURCES

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

Net cash provided by operating activities was $142.9 million in the first nine
months of 2000 compared to net cash used of $60.0 million in the same period of
1999. The Companies have predominantly had negative cash flows from operating
activities since Golden American started issuing variable insurance products in
1989. These negative operating cash flows result primarily from the funding of
commissions and other deferrable expenses related to the continued growth in the
variable annuity products. However, during the first nine months of 2000, Golden
American received $214.7 million in conjunction with the modified coinsurance
agreement with an affiliate, resulting in positive cash flow from operating
activities.

Net cash provided by investing activities was $15.0 million during the first
nine months of 2000 as compared to net cash used of $111.3 million in the same
period of 1999. This change from prior year is primarily due to net sales of
fixed maturities and equity securities, the net repayment of policy loans and a
reduction in purchases of property and equipment. These sources of cash were
partially offset by an increase in net purchases of short-term investments and
mortgages during the first nine months of 2000 as compared to the same period in
1999. Net sales of fixed maturities reached $53.1 million during the first nine
months of 2000 compared to net purchases of $79.7 million in the same period of
1999. Net purchases of short term investments reached $37.6 million in the first
nine months of 2000 versus $25.4 million during the same period in 1999. Net
purchases of mortgage loans on real estate were $4.7 million during the first
nine months of 2000 versus net sales of $3.2 million during the first nine
months of 1999.

Net cash used in financing activities was $162.4 million during
the first nine months of 2000 compared to net cash provided by financing
activities of $177.5 million during the same period in 1999. The net
reallocations to the Companies' separate accounts, which increased to $620.6
million from $439.2 million during the prior year, contributed to the increased
use of cash in financing activities. The issue of surplus notes of $75.0 million
in September, 1999 also added to the decrease of cash flow from financing
activities, as did a decrease in capital contributions of $20.0 million to $80.0
million in the first nine months of 2000.

The Companies' liquidity position is managed by maintaining adequate levels of
liquid assets, such as cash or cash equivalents and short-term investments.
Additional sources of liquidity include borrowing facilities to meet short-term
cash requirements. Golden American maintains a $65.0 million reciprocal loan
agreement with ING AIH and the Companies have established an $85.0 million
revolving note facility with SunTrust Bank, Atlanta which expired on July 31,
2000. As of July 31, 2000, the SunTrust Bank, Atlanta revolving note facility
was extended to July 30, 2001. Management believes these sources of liquidity
are adequate to meet the Companies' short-term cash obligations.

Based on
current trends, the Companies expect to continue to use net cash in operating
activities, given the continued growth of the variable annuity sales. It is
anticipated that a continuation of capital contributions from the Parent, the
issuance of additional surplus notes, and/or modified coinsurance agreements
will cover these net cash outflows. ING AIH is committed to the sustained growth
of Golden American. During 2000, ING AIH will maintain Golden American's
statutory capital and surplus at the end of each quarter at a level

ACC4SF-108900                                 72





such that:
1) the ratio of Total Adjusted Capital divided by Company Action Level Risk
Based Capital exceeds 300%; 2) the ratio of Total Adjusted Capital (excluding
surplus notes) divided by Company Action Level Risk Based Capital exceeds 200%;
and 3) Golden American's statutory capital and surplus exceeds the "Amounts
Accrued for Expense Allowances Recognized in Reserves" as disclosed on page 3,
Line 13A of Golden American's statutory statement.

During the first quarter of 1999, Golden American's operations were moved to a
new site in West Chester, Pennsylvania. Golden American occupies 105,000 square
feet of leased space; an affiliate occupies 20,000 square feet. Golden
American's New York subsidiary is housed in leased space in New York, New York.
The Companies intend to spend approximately $0.5 million on capital needs during
the remainder of 2000.

The ability of Golden American to pay dividends to its Parent is restricted.
Prior approval of insurance regulatory authorities is required for payment of
dividends to the stockholder which exceed an annual limit. During 2000, Golden
American cannot pay dividends to its Parent without prior approval of statutory
authorities.

Under the provisions of the insurance laws of the State of New
York, First Golden cannot distribute any dividends to its stockholder, Golden
American, unless a notice of its intent to declare a dividend and the amount of
the dividend has been filed with the New York Insurance Department at least
thirty days in advance of the proposed declaration. If the Superintendent of the
New York Insurance Department finds the financial condition of First Golden does
not warrant the distribution, the Superintendent may disapprove the distribution
by giving written notice to First Golden within thirty days after the filing.
The management of First Golden does not anticipate paying dividends to Golden
American during 2000.

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

REINSURANCE. At September 30, 2000, Golden American had reinsurance treaties
with four unaffiliated reinsurers and one affiliated reinsurer covering a
significant portion of the mortality risks under its variable contracts. Golden
American remains liable to the extent its reinsurers do not meet their
obligations under the reinsurance agreements.

On June 30, 2000, effective
January 1, 2000, Golden American entered into a modified coinsurance agreement
with Equitable Life, an affiliate, covering a considerable portion of Golden
American's variable annuities issued in 2000, excluding those with an interest
rate guarantee.

The reinsurance treaties that covered the nonstandard minimum guaranteed death
benefits for new business have been terminated for business issued after
December 31, 1999. The Companies are currently pursuing additional alternative
reinsurance arrangements for new business issued after December 31, 1999. There
can be no assurance that such alternative arrangements will be available. The
reinsurance covering business in force at December 31, 1999 will continue to
apply in the future.

IMPACT OF YEAR 2000. In prior years, the Companies discussed the nature and
progress of plans to become Year 2000 ready. In late 1999, the Companies
completed remediation and testing of systems. As a result of those planning and
implementation efforts, the Companies experienced no significant disruptions in
mission critical information technology and non-information technology systems
and believe those systems successfully responded to the Year 2000 date change.
The Companies are not aware of any material problems resulting from Year 2000
issues, either with products, internal systems, or the products and services of
third parties. The Companies will continue to monitor mission critical computer
applications and those of suppliers and vendors throughout the Year 2000 to
ensure that any latent Year 2000 matters that may arise are addressed promptly.

ACC4SF-108900                                 73





                         MARKET RISK AND RISK MANAGEMENT

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

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

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

On the basis of these analyses, management believes there is no material
solvency risk to the Companies. With respect to a 10% drop in equity values from
June 30, 2000 levels, variable separate account funds, which represent 90% of
the in force, pass the risk in underlying fund performance to the contractholder
(except for certain minimum guarantees). With respect to interest rate movements
up or down 100 basis points from June 30, 2000 levels, the remaining 10% of the
in force are fixed account funds and almost all of these have market value
adjustments which provide significant protection against changes in interest
rates.

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

       5.    Other factors that could affect the performance of the Companies,
             including, but not limited to, market conduct claims, litigation,
             insurance industry insolvencies, availability of competitive
             reinsurance on new business, investment performance of the
             underlying portfolios of the variable

ACC4SF-108900                                 74





             products, variable product design, and sales volume by significant
             sellers of the Companies' variable products.

                                OTHER INFORMATION

SEGMENT INFORMATION. During the period since the acquisition by Bankers Trust,
September 30, 1992 to date of this Prospectus, Golden American's operations
consisted of one business segment, the sale of variable insurance products.
Golden American and its affiliate DSI are party to in excess of 480 sales
agreements with broker-dealers, five of whom, DSI, Locust Street Securities,
Inc., Vestax Securities Corporation, IFG Network Securities, Inc. and
Multi-Financial Securities Corporation, are affiliates of Golden American.
During the first nine months of 2000, one broker-dealer produced 10% or more of
Golden American's product sales (two broker-dealers as of December 31, 1999).

REINSURANCE. On June 30, 2000, effective January 1, 2000, Golden American
entered into a modified coinsurance agreement with Equitable Life, an affiliate,
covering a considerable portion of Golden American's variable annuities issued
in 2000, excluding those with an interest rate guarantee. The accompanying
financial statements are presented net of the effects of the agreement.

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

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

The Companies have a service agreement with Equitable Life, in which Equitable
Life provides administrative and financial services. Under this agreement, the
Companies incurred expenses of $339,000 in the third quarter of 2000 and
$1,006,000 for the first nine months of 2000 ($50,000 and $855,000,
respectively, for the same periods of 1999).

Golden American provides certain
managerial and supervisory services to DSI. The fee paid by DSI for these
services is calculated as a percentage of average assets in the variable
separate accounts. For the third quarter and nine months ended September 30,
2000, the fee was $6.5 million and $15.6 million respectively ($2.7 million and
$6.8 million respectively, for the same periods of 1999).

The Companies have an asset management agreement with ING Investment Management
LLC ("ING IM"), an affiliate, in which ING IM provides asset management and
accounting services. Under the agreement, the Companies record a fee based on
the value of the assets managed by ING IM. The fee is payable quarterly. For the
third quarter and first nine months of 2000, the Companies incurred fees of
$596,000 and $870,000, respectively, under this agreement ($523,000 and $1.6
million, respectively for the same periods of 1999).

Golden American provides certain advisory, computer and other resources and
services to Equitable Life. Revenues for these services, which reduced general
expenses incurred by Golden American, totaled $1.5 million for the third quarter
of 2000 and $4.8 million for the first nine months of 2000 ($237,000 and
$898,000, respectively, for the same periods of 1999).

The Companies provide resources and services to DSI. Revenues for these
services, which reduced general expenses incurred by the Companies, totaled
$54,000 for the third quarter of 2000, and $162,000 for the first nine months of
2000 ($276,000 and $759,000 respectively, for the same periods of 1999).

ACC4SF-108900                                 75





Golden American provides resources and services to ING Mutual Funds Management
Co., LLC, an affiliate. Revenues for these services, which reduced general
expenses incurred by Golden American, totaled $117,000 for the third quarter of
2000 and $387,000 for the first nine months of 2000 ($159,000 and $376,000,
respectively, for the same periods of 1999).

Golden American provides resources
and services to United Life & Annuity Insurance Company, an affiliate. Revenues
for these services, which reduce general expenses incurred by Golden American,
totaled $145,000 for the third quarter of 2000 and $463,000 for the first nine
months of 2000.

The Companies provide resources and services to Security Life of Denver
Insurance Company, an affiliate. Revenues for these services, which reduce
general expenses incurred by the Companies, totaled $65,000 for the third
quarter of 2000 and $173,000 for the first nine months of 2000.

The Companies provide resources and services to Southland Life Insurance
Company, an affiliate. Revenues for these services, which reduce general
expenses incurred by the Companies, totaled $26,000 for the third quarter of
2000 and $78,000 for the first nine months of 2000.

Golden American has a guaranty agreement with Equitable Life, an affiliate. In
consideration of an annual fee, payable September 30, Equitable Life guarantees
to Golden American that it will make funds available, if needed, to Golden
American to pay the contractual claims made under the provisions of Golden
American's life insurance and annuity contracts. The agreement is not a direct
or indirect guaranty by Equitable Life of the payment of any debt or other
obligation, indebtedness, or liability of Golden American. The agreement does
not guarantee the value of the underlying assets held in separate accounts in
which funds of variable life insurance and variable annuity policies have been
invested. The calculation of the annual fee is based on risk based capital. On
September 30, 2000, Golden American incurred a fee of $7,000, under this
agreement. No annual fee was paid in 1999.

DISTRIBUTION AGREEMENT. DSI, an affiliate, acts as the principal underwriter (as
defined in the Securities Act of 1933 and the Investment Company Act of 1940, as
amended) of the variable insurance products issued by the Companies. DSI is
authorized to enter into agreements with broker-dealers to distribute the
Companies' variable insurance products and appoint representatives of the
broker-dealers as agents. The Companies paid commissions to DSI totaling $47.1
million and $156.3 million in the third quarter and the first nine months of
2000, respectively ($50.1 million and $130.4 million, respectively, for the same
periods of 1999).

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

Certain officers of Golden American are also officers of other
Equitable of Iowa subsidiaries. See "Directors and Executive Officers."

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

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

ACC4SF-108900                                 76





times. A full
examination of Golden American's operations is conducted periodically by the
Insurance Department and under the auspices of the NAIC.

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

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

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

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

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

ACC4SF-108900                                 77







DIRECTORS AND OFFICERS
NAME (AGE)                                  POSITION(S) WITH THE COMPANY
- --------------------------                  ----------------------------------------------------
                                         
Barnett Chernow (50)                        President and Director
Myles R. Tashman (58)                       Director, Executive Vice President,
                                            General Counsel and Secretary
Michael W. Cunningham (52)                  Director
Mark A. Tullis (45)                         Director
Phillip R. Lowery (47)                      Director
James R. McInnis (52)                       Executive Vice President and Chief Marketing Officer
Stephen J. Preston (43)                     Executive Vice President and Chief Actuary
E. Robert Koster (42)                       Senior Vice President and Chief Financial Officer
David L. Jacobson (51)                      Senior Vice President and Assistant Secretary
William L. Lowe (36)                        Senior Vice President, Sales and Marketing
Ronald R. Blasdell (47)                     Senior Vice President, Project Implementation
Steven G. Mandel (41)                       Senior Vice President and Chief Information Officer
Gary F. Haynes (55)                         Senior Vice President, Operations


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

Mr.  Barnett  Chernow  became  President of Golden  American and First Golden in
April,  1998.  From 1996 to 1998,  Mr. Chernow served as Executive V.P. of First
Golden.  From 1993 to 1998,  Mr. Chernow also served as Executive Vice President
of Golden  American.  He was elected to serve as a director  of First  Golden in
June,  1996 and Golden  American in April,  1998.

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

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

Mr. Mark A. Tullis became a Director of Golden
American and First Golden in December 1999. He has served as Executive Vice
President, Strategy and Operations for ING Americas Region since September 1999.
From June, 1994 to August, 1999, he was with Primerica, serving as Executive
Vice President at the time of his departure.

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

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

Mr. Stephen J. Preston joined Golden
American in December, 1993 as Senior Vice President, Chief Actuary and
Controller. He became an Executive Vice President and Chief Actuary in June,
1998. He was elected Senior Vice President and Chief Actuary of First Golden in
June, 1996 and elected Executive Vice President in June, 1998.

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

ACC4SF-108900                                 78




Mr. David L. Jacobson joined Golden American in November 1993 as Vice
President and Assistant Secretary and became Senior Vice President in December,
1993. He was elected Senior Vice President and Assistant Secretary for First
Golden in June, 1996.

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

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

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

Mr. Gary Haynes rejoined Golden American in April, 1999 as Senior Vice
President, Operations. From August, 1995 to February, 1998, he was with F&G Life
Insurance Company serving as Senior Vice President, Operations at the time of
his departure. He served as Senior Vice President Operations with Golden
American from July, 1994 to August, 1995.

COMPENSATION TABLE AND OTHER INFORMATION

The following sets forth information with respect to the Chief Executive Officer
of Golden American as well as the annual salary and bonus for the next four
highly compensated executive officers for the fiscal year ended December 31,
1999. Certain executive officers of Golden American are also officers of DSI and
First Golden. The salaries of such individuals are allocated among Golden
American, DSI and First Golden pursuant to an arrangement among these companies.

ACC4SF-108900                                 79




EXECUTIVE COMPENSATION TABLE

The following table sets forth information with respect to the annual salary and
bonus for Golden American's Chief Executive Officer, the four other most highly
compensated executive officers and the two most highly compensated former
executive officers for the fiscal year ended December 31, 1999.



                                                                                  LONG-TERM
                                            ANNUAL COMPENSATION                 COMPENSATION
                                                                           RESTRICTED      SECURITIES
NAME AND                                                                  STOCK AWARDS     UNDERLYING         ALL OTHER
PRINCIPAL POSITION           YEAR       SALARY            BONUS 1         OPTIONS 2         OPTIONS         COMPENSATION 3
                                                                                           
Barnett Chernow..........    1999      $   300,009      $   698,380                            6,950         $20,464  4
President                    1998      $   284,171      $   105,375                            8,000
                             1997      $   234,167      $    31,859       $   277,576          4,000

James R. McInnis.........    1999      $   250,007      $   955,646                            5,550         $15,663  4
Executive Vice               1998      $   250,004      $   626,245                            2,000
President

Myles R. Tashman.........    1999      $   199,172      $   293,831                            1,800         $14,598  4
Executive Vice               1998      $   189,337      $    54,425                            3,500
President, General           1997      $   181,417      $    25,000       $   165,512          5,000
Counsel and Secretary

Stephen J. Preston.......    1999      $   198,964      $   235,002                            2,050         $12,564  4
Executive Vice               1998      $   173,870      $    32,152                            3,500
President and Chief  1997              $   160,758      $    16,470
Actuary

Steven G. Mandel.........    1999      $   153,754      $   261,330                            1,400         $11,551  4
Senior Vice                  1998      $   139,169      $    25,833
President                    1997      $   129,167      $    25,000

R. Brock Armstrong.......    1999      $   500,014      $   500,000                           10,175         $23,921  4
Former Chief
Executive Officer

Keith Glover.............    1999      $    87,475      $   761,892                                          $558,541 4, 5
Former Executive             1998      $   250,000      $   145,120                            3,900
Vice  President
  --------------------


  1     The amount shown relates to bonuses paid in 1999, 1998, and 1997.

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

  3     Other compensation for 1999 includes reimbursements to named employee
        for participation in company sponsored programs such as tuition
        reimbursement, PC purchase assistance program, and other miscellaneous
        payments or reimbursements. For 1999, Mr. Chernow received $2,464; Mr.
        McInnis received $636; Mr. Tashman received $2,598; Mr. Preston received
        $564; Mr. Mandel received $2,251; Mr. Armstrong received $1,421; and Mr.
        Glover received $3,089.

  4     Other compensation for 1999 includes a business allowance for each named
        executive which is required to be applied to specific business expenses
        of the named executive.

  5     In connection with the termination of his employment, Mr. Glover
        received payments and benefits totaling $555,452.

ACC4SF-108900                                 80




OPTION GRANTS IN LAST FISCAL YEAR



                                                                                             POTENTIAL
                                           % OF TOTAL                                   REALIZABLE VALUE AT
                             NUMBER OF       OPTIONS                                      ASSUMED ANNUAL
                            SECURITIES     GRANTED TO                                     RATES OF STOCK
                            UNDERLYING     EMPLOYEES    EXERCISE                       PRICE APPRECIATION
                              OPTIONS      IN FISCAL     OR BASE      EXPIRATION          FOR OPTION TERM 3
NAME                         GRANTED 1       YEAR        PRICE 2         DATE           5%               10%

                                                                                   
Barnett Chernow...........     2,000         3.18       $54.210       01/04/2004    $   29,954       $   66,191
                               4,950         7.86       $54.210       04/01/2009    $  168,757       $  427,664
James R. McInnis..........     2,550         4.05       $54.210       04/01/2009    $   86,936       $  220,312
                               3,000         4.77       $55.070       10/01/2009    $  103,900       $  263,302
Myles R. Tashman..........     1,800         2.86       $54.210       04/01/2009    $   61,366       $  155,514
Stephen J. Preston........     2,050         3.26       $54.210       04/01/2009    $   69,889       $  177,113
Steven G. Mandel..........     1,400         2.22       $54.210       04/01/2009    $   47,729       $  120,955
R. Brock Armstrong........    10,175        16.16       $54.210       04/01/2009    $  346,890       $  879,087


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

  1     Stock  appreciation  rights granted in 1999 to the officers of Golden
        American have a three-year  vesting period and an expiration date as
        shown.

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

  3     Total dollar gains based on indicated rates of appreciation of share
        price over the total term of the rights.


ACC4SF-108900                                 81




- --------------------------------------------------------------------------------
   UNAUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

For the Nine Months Ended September 30, 2000



ACC4SF-108900                                 82







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

                                                                             September 30, 2000       December 31, 1999
                                                                             ------------------       -----------------
                                                                                                  
ASSETS
Investments:
   Fixed maturities, available for sale, at fair value
     (cost:  2000 - $798,855; 1999 - $858,052).........................        $      784,780           $    835,321
   Equity securities, at fair value (cost:  2000 - $9,671;
   1999 - $14,952).....................................................                 8,832                 17,330
   Mortgage loans on real estate.......................................               104,537                100,087
   Policy loans........................................................                13,126                 14,157
   Short-term investments..............................................               117,757                 80,191
                                                                               --------------           ------------
Total investments......................................................             1,029,032              1,047,086

Cash and cash equivalents..............................................                 9,979                 14,380
Reinsurance recoverable................................................                19,362                 14,834
Reinsurance recoverable from affiliate.................................                    --                     --
Due from affiliates....................................................                 9,768                    637
Accrued investment income..............................................                11,511                 11,198
Deferred policy acquisition costs......................................               564,004                528,957
Value of purchased insurance in force .................................                28,881                 31,727
Current income taxes recoverable.......................................                    --                     35
Deferred income tax asset..............................................                13,546                 21,943
Property and equipment, less allowances for depreciation of
   $4,857 in 2000 and $3,229 in 1999...................................                14,153                 13,888
Goodwill, less accumulated amortization of $11,020 in 2000
   and $8,186 in 1999..................................................               140,107                142,941
Other assets...........................................................                 3,733                  2,514
Separate account assets................................................             9,991,861              7,562,717
                                                                               --------------           ------------
Total assets...........................................................        $   11,835,937           $  9,392,857
                                                                               ==============           ============

LIABILITIES AND STOCKHOLDER'S EQUITY Policy liabilities and accruals:

   Future policy benefits:
     Annuity and interest sensitive life products......................        $      939,865           $  1,033,701
     Unearned revenue reserve..........................................                 6,914                  6,300
   Other policy claims and benefits....................................                    35                      8
                                                                               --------------           ------------
                                                                                      946,814              1,040,009

Reciprocal loan from affiliate.........................................                    --                     --
Surplus notes..........................................................               245,000                245,000
Revolving note payable.................................................                    --                  1,400
Due to affiliates......................................................                25,062                 12,651
Current income taxes payable...........................................                   289                     --
Other liabilities......................................................                47,257                 53,231
Separate account liabilities...........................................             9,991,861              7,562,717
                                                                               --------------           ------------
                                                                                   11,256,283              8,915,008
Commitments and contingencies
Stockholder's equity:

   Common stock, par value $10 per share, authorized, issued,
   and outstanding  250,000 shares.....................................                 2,500                  2,500
   Additional paid-in capital..........................................               548,640                468,640
   Accumulated other comprehensive loss................................                (5,433)                (9,154)
   Retained earnings ..................................................                33,947                 15,863
                                                                               --------------           ------------
Total stockholder's equity.............................................               579,654                477,849
                                                                               --------------           ------------
Total liabilities and stockholder's equity.............................        $   11,835,937           $  9,392,857
                                                                               ==============           ============




ACC4SF-108900                                 83







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

                                                                                For the Nine            For the Nine
                                                                                Months Ended            Months Ended
                                                                             September 30, 2000      September 30, 1999
                                                                             ------------------      ------------------
                                                                                                   
Revenues:
   Annuity and interest sensitive life product charges.................         $   106,892              $   55,195
   Management fee revenue..............................................              15,579                   6,755
   Net investment income...............................................              47,896                  42,671
   Realized losses on investments......................................              (4,546)                 (2,215)
   Net income from modified coinsurance agreements.....................             220,249                   6,443
   Other income........................................................               1,287                   1,005
                                                                                -----------              ----------
                                                                                    387,357                 109,854

Insurance benefits and expenses: Annuity and interest sensitive life benefits:

   Interest credited to account balances...............................             147,277                 125,404
   Benefit claims incurred in excess of account balances...............               4,083                   3,452
   Underwriting, acquisition, and insurance expenses:
   Commissions.........................................................             160,105                 134,585
   General expenses....................................................              61,194                  47,551
   Insurance taxes, state licenses, and fees...........................               4,047                   3,382
     Policy acquisition costs deferred.................................             (87,753)               (244,840)
     Amortization:
       Deferred policy acquisition costs...............................              49,527                  19,699
     Value of purchased insurance in force.............................               3,181                   4,803
     Goodwill..........................................................               2,834                   2,834
                                                                                -----------              ----------
                                                                                    344,495                  96,870
Interest expense.......................................................              14,976                   5,552
                                                                                -----------              ----------
                                                                                    359,471                 102,422
                                                                                -----------              ----------
Income before income taxes.............................................              27,886                   7,432

Income taxes...........................................................               9,802                   3,881
                                                                                -----------              ----------

Net income.............................................................         $    18,084              $    3,551
                                                                                ===========              ==========

                             See accompanying notes.



ACC4SF-108900                                 84







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

                                                                                For the Nine            For the Nine
                                                                                Months Ended            Months Ended
                                                                             September 30, 2000      September 30, 1999
                                                                             ------------------      ------------------
                                                                                                  
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES....................         $     142,933           $    (60,026)

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:

   Fixed maturities - available for sale...............................               158,731                170,548
   Equity securities...................................................                 5,196                     --
   Mortgage loans on real estate.......................................                 5,118                  4,241
   Policy loans - net..................................................                   837                     --
                                                                                -------------           ------------
                                                                                      169,882                174,789

Acquisition of investments:
   Fixed maturities - available for sale...............................              (105,606)              (250,277)
   Mortgage loans on real estate.......................................                (9,786)                (1,034)
   Policy loans - net..................................................                    --                 (1,682)
   Short term investments - net........................................               (37,567)               (25,367)
                                                                                -------------           ------------
                                                                                     (152,959)              (278,360)
Net purchase of property and equipment.................................                (1,898)                (7,700)
Issuance of reciprocal loan agreement receivables......................               (16,900)                    --
Receipt of repayment of reciprocal loan agreement receivables..........                16,900                     --
Net cash provided by (used in) investing activities....................                15,025               (111,271)
                                                                                -------------           ------------

FINANCING ACTIVITIES

Proceeds from reciprocal loan agreement borrowings.....................               177,900                488,950
Repayment of reciprocal loan agreement borrowings......................              (177,900)              (488,950)
Proceeds from revolving note payable...................................                66,100                131,595
Repayment of revolving note payable....................................               (67,500)              (131,595)
Receipts from annuity and interest sensitive life
   policies credited to account balances...............................               506,412                540,464
Return of account balances on annuity
   and interest sensitive life policies................................              (126,803)               (98,715)
Net reallocations to Separate Accounts.................................              (620,568)              (439,223)
Contribution from parent ..............................................                80,000                100,000
                                                                                -------------           ------------
Net cash provided by (used in) financing activities....................              (162,359)               177,526
                                                                                -------------           ------------
Increase (decrease) in cash and cash equivalents.......................                (4,401)                 6,229

Cash and cash equivalents at beginning of period.......................                14,380                  6,679
                                                                                -------------           ------------
Cash and cash equivalents at end of period.............................         $       9,979           $     12,908
                                                                                =============           ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the period for........................................
   Interest............................................................         $      18,068           $      5,078
   Taxes...............................................................         $          28           $         10


                             See accompanying notes.



ACC4SF-108900                                 85






                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
                              September 30, 2000

1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. This Form is being filed with the reduced disclosure format
specified in General Instruction H(1) and (2) of Form 10-Q. Accordingly, the
financial statements do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments considered necessary
for a fair presentation have been included. All adjustments were of a normal
recurring nature, unless otherwise noted in Management's Discussion and Analysis
and the Notes to Financial Statements. Operating results for the nine months
ended September 30, 2000 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2000. These financial statements
should be read in conjunction with the financial statements and related
footnotes included in the Golden American Life Insurance Company's annual report
on Form 10-K for the year ended December 31, 1999.

CONSOLIDATION

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

ORGANIZATION

Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. ("EIC" or the "Parent"). EIC is an indirect wholly owned subsidiary of ING
Groep N.V., a global financial services holding company based in The
Netherlands.

STATUTORY

Net loss for Golden American as determined in accordance with statutory
accounting practices was $6,017,000 and $75,508,000 for the nine months ended
September 30, 2000 and 1999, respectively. Total statutory capital and surplus
was $441,698,000 at September 30, 2000 and $368,928,000 at December 31, 1999.

RECLASSIFICATIONS

Certain amounts in the prior period financial statements have been reclassified
to conform to the September 30, 2000 financial statement presentation.



ACC4SF-108900                                 86






                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
                              September 30, 2000

2.  COMPREHENSIVE INCOME

Comprehensive income includes all changes in stockholder's equity during a
period except those resulting from investments by and distributions to the
stockholder. During the third quarters of 2000 and 1999, total comprehensive
income (loss) for the Companies amounted to $14,781,000 and $2,059,000,
respectively, and $21,805,000 and $(18,000) for the nine months ended September
30, 2000 and 1999, respectively. Included in these amounts are total
comprehensive income (loss) for First Golden of $549,000 and $(14,000) for the
third quarters of 2000 and 1999, respectively, and $659,000 and $(258,000) for
the nine months ended September 30, 2000 and 1999, respectively. Other
comprehensive income (loss) excludes net investment gains (losses) included in
net income which merely represent transfers from unrealized to realized gains
and losses. These amounts totaled $(834,000) and $(460,000) during the third
quarters of 2000 and 1999, respectively, and $(1,422,000) and $(2,512,000)
during the nine months ended September 30, 2000 and 1999, respectively. Such
amounts, which have been measured through the date of sale, are net of income
taxes and adjustments for value of purchased insurance in force and deferred
policy acquisition costs totaling $(1,080,000) and $(38,000) for the third
quarters of 2000 and 1999, respectively, and $(3,121,000) and $297,000 for the
nine months ended September 30, 2000 and 1999, respectively.

3.  INVESTMENTS

Investment Valuation Analysis: The Companies analyze the investment portfolio at
least quarterly in order to determine if the carrying value of any investment
has been impaired. The carrying value of debt and equity securities is written
down to fair value by a charge to realized losses when impairment in value
appears to be other than temporary. During the second quarter of 2000, Golden
American determined that the carrying value of an impaired bond exceeded its
estimated net realizable value. As a result, at June 30, 2000, Golden American
recognized a total pre-tax loss of approximately $142,000 to reduce the carrying
value of the bond to its net realizable value of $329,000 at June 30, 2000.
During the third quarter of 1999, Golden American determined that the carrying
value of two bonds exceeded their estimated net realizable value. As a result,
at September 30, 1999, Golden American recognized a total pre-tax loss of
$1,639,000 to reduce the carrying value of the bonds to their combined net
realizable value of $1,137,000.

4.  RELATED PARTY TRANSACTIONS

Operating Agreements: Directed Services, Inc. ("DSI"), an affiliate, acts as the
principal underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) and distributor of the variable
insurance products issued by the Companies. DSI is authorized to enter into
agreements with broker/dealers to distribute the Companies' variable insurance
products and appoint representatives of the broker/dealers as agents. The
Companies paid commissions to DSI totaling $47,073,000 and $156,325,000 in the
third quarter and the first nine months of 2000, respectively ($50,131,000 and
$130,419,000, respectively, for the same periods of 1999).

Golden American
provides certain managerial and supervisory services to DSI. The fee paid by DSI
for these services is calculated as a percentage of average assets in the
variable separate accounts. For the third quarter and nine months ended
September 30, 2000, the fee was $6,521,000 and $15,579,000, respectively
($2,659,000 and $6,755,000, respectively, for the same periods of 1999).

The Companies have an asset management agreement with ING Investment Management
LLC ("ING IM"), an affiliate, in which ING IM provides asset management and
accounting services. Under the agreement, the Companies record a fee based on
the value of the assets managed by ING IM. The fee is payable quarterly. For the
third quarter and first nine months of 2000, the Companies incurred fees of
$596,000 and $1,870,000, respectively, under this agreement ($523,000 and
$1,637,000, respectively, for the same periods of 1999).



ACC4SF-108900                                 87






                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
                                September 30, 2000

4.  RELATED PARTY TRANSACTIONS (continued)

Golden American has a guaranty agreement with Equitable Life Insurance Company
of Iowa ("Equitable Life"), an affiliate. In consideration of an annual fee,
payable September 30, Equitable Life guarantees to Golden American that it will
make funds available, if needed, to Golden American to pay the contractual
claims made under the provisions of Golden American's life insurance and annuity
contracts. The agreement is not a direct or indirect guaranty by Equitable Life
of the payment of any debt or other obligation, indebtedness, or liability of
Golden American. The agreement does not guarantee the value of the underlying
assets held in separate accounts in which funds of variable life insurance and
variable annuity policies have been invested. The calculation of the annual fee
is based on risk based capital. On September 30, 2000, Golden American incurred
a fee of $7,000, under this agreement. No annual fee was paid in 1999.

Golden American provides certain advisory, computer, and
other resources and services to Equitable Life. Revenues for
these services, which reduced general expenses incurred by Golden American,
totaled $1,534,000 in the third quarter of 2000 and
$4,810,000 for the first nine months of 2000 ($237,000 and $898,000,
respectively, for the same periods of 1999).

The Companies have a service
agreement with Equitable Life in which Equitable Life provides administrative
and financial related services. Under this agreement, the Companies incurred
expenses of $339,000 in the third quarter of 2000 and $1,006,000 for the first
nine months of 2000 ($50,000 and $855,000 respectively, for the same periods of
1999).

The Companies provide resources and services to DSI. Revenues for these
services, which reduced general expenses incurred by the Companies, totaled
$54,000 for the third quarter of 2000 and $162,000 for the first nine months of
2000 ($276,000 and $759,000 respectively, for the same periods of 1999).

Golden American provides resources and services to ING Mutual Funds Management
Co., LLC, an affiliate. Revenues for these services, which reduced general
expenses incurred by Golden American, totaled $117,000 for the third quarter of
2000 and $387,000 for the first nine months of 2000 ($159,000 and $376,000,
respectively, for the same periods of 1999).

Golden American provides resources
and services to United Life & Annuity Insurance Company, an affiliate. Revenues
for these services, which reduced general expenses incurred by Golden American,
totaled $145,000 for the third quarter of 2000 and $463,000 for the first nine
months of 2000.

The Companies provide resources and services to Security Life of Denver
Insurance Company, an affiliate. Revenues for these services, which reduced
general expenses incurred by the Companies, totaled $65,000 for the third
quarter of 2000 and $173,000 for the first nine months of 2000.

The Companies provide resources and services to Southland Life Insurance
Company, an affiliate. Revenues for these services, which reduced general
expenses incurred by the Companies, totaled $26,000 for the third quarter of
2000 and $78,000 for the first nine months of 2000.

For the third quarter of 2000, the Companies received premiums, net of
reinsurance, for variable products sold through five affiliates, Locust Street
Securities, Inc. ("LSSI"), Vestax Securities Corporation ("Vestax"), DSI,
Multi-Financial Securities Corporation ("Multi-Financial"), and IFG Network
Securities, Inc. ("IFG"), of $6,000,000, $700,000, $0, $2,100,000, and
$2,700,000, respectively ($46,600,000, $12,900,000, $0, $11,000,000, and
$4,300,000, respectively, for the same period of 1999). For the first nine
months of 2000, the Companies received premiums, net of reinsurance for variable
products sold through five affiliates, LSSI, Vestax, DSI, Multi-Financial, and
IFG of $73,000,000, $29,000,000, $800,000, $23,200,000, and $11,000,000,
respectively ($121,900,000, $72,000,000, $2,300,000, $24,400,000 and
$20,000,000, respectively, for the same period of 1999).



ACC4SF-108900                                 88






                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
                                September 30, 2000

4.  RELATED PARTY TRANSACTIONS (continued)

Modified Coinsurance Agreement: On June 30, 2000, effective January 1, 2000,
Golden American entered into a modified coinsurance agreement with Equitable
Life, an affiliate, covering a considerable portion of Golden American's
variable annuities issued in 2000, excluding those with an interest rate
guarantee. The accompanying financial statements are presented net of the
effects of the agreement.

Reciprocal Loan Agreement: Golden American maintains a reciprocal loan agreement
with ING America Insurance Holdings, Inc. ("ING AIH"), a Delaware corporation
and affiliate, to facilitate the handling of unusual and/or unanticipated
short-term cash requirements. Under this agreement, which became effective
January 1, 1998 and expires December 31, 2007, Golden American and ING AIH can
borrow up to $65,000,000 from one another. Prior to lending funds to ING AIH,
Golden American must obtain the approval of the Department of Insurance of the
State of Delaware. Interest on any Golden American borrowings is charged at the
rate of ING AIH's cost of funds for the interest period plus 0.1%. Interest on
any ING AIH borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a similar duration.
Under this agreement, Golden American incurred interest expense of $91,000 and
$397,000 for the third quarters of 2000 and 1999, respectively, and $427,000 and
$633,000 for the first nine months of 2000 and 1999, respectively. At September
30, 2000, Golden American had no borrowings from ING AIH under this agreement.

Surplus Notes: On December 30, 1999, Golden American issued an 8.179% surplus
note in the amount of $50,000,000 to Equitable Life. The note matures on
December 29, 2029. Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary claims,
as well as debts owed to all other classes of debtors, other than surplus note
holders, of Golden American. Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance Commissioner. Under this
agreement, Golden American incurred interest expense of $1,020,000 for the third
quarter of 2000 and $3,076,000 for the first nine months of 2000.

On December 8, 1999, Golden American
issued a 7.979% surplus note in the amount of $35,000,000 to First
Columbine Life Insurance Company ("First Columbine"), an affiliate. The
note matures on December 7, 2029. Payment of the note and related accrued
interest is subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of debtors, other
than surplus note holders, of Golden American. Any payment of principal and/or
interest made is subject to the prior approval of the Delaware Insurance
Commissioner. Under this agreement, Golden American incurred interest expense of
$696,000 for the third quarter of 2000 and $2,271,000 for the first nine months
of 2000.

On September 30, 1999, Golden American issued a 7.75% surplus note in the amount
of $75,000,000 to ING AIH. The note matures on September 29, 2029. Payment of
the note and related accrued interest is subordinate to payments due to
policyholders, claimant, and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of Golden American.
Any payment of principal and/or interest made is subject to the prior approval
of the Delaware Insurance Commissioner. Under this agreement, Golden American
incurred interest expense of $1,449,000 for the third quarter of 2000 and
$4,355,000 for the first nine months of 2000. On December 30, 1999, ING AIH
assigned the note to Equitable Life.

On December 30, 1998, Golden American issued a 7.25% surplus note in the amount
of $60,000,000 to Equitable Life. The note matures on December 29, 2028. Payment
of the note and related accrued interest is subordinate to payments due to
policyholders, claimant, and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of Golden American.
Any payment of principal and/or interest made is subject to the prior approval
of the Delaware Insurance Commissioner. Under this agreement, Golden American
incurred interest expense of $1,088,000 and $1,088,000 for the third quarters of
2000 and 1999, respectively, and $3,263,000 for the first nine months of 2000,
unchanged from the same period in 1999.



ACC4SF-108900                                 89






                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
                                September 30, 2000

4.  RELATED PARTY TRANSACTIONS (continued)

On December 17, 1996, Golden American issued an 8.25% surplus note in the amount
of $25,000,000 to Equitable of Iowa Companies. The note matures on December 17,
2026. Payment of the note and related accrued interest is subordinate to
payments due to policyholders, claimant, and beneficiary claims, as well as
debts owed to all other classes of debtors of Golden American. Any payment of
principal made is subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred interest totaling $516,000 for the
quarter ended September 30, 2000, and $1,547,000 for the first nine months of
2000, unchanged from the same periods in 1999.

Stockholder's Equity: During the third quarter of 2000 and first nine months of
2000, Golden American received capital contributions from its Parent of $0 and
$80,000,000, respectively ($20,000,000 and $100,000,000, respectively, for the
same periods of 1999).

5.  COMMITMENTS AND CONTINGENCIES

Reinsurance: At September 30, 2000, the Companies had reinsurance treaties with
four unaffiliated reinsurers and one affiliated reinsurer covering a significant
portion of the mortality risks under its variable contracts as of December 31,
1999. Golden American remains liable to the extent its reinsurers do not meet
their obligations under the reinsurance agreements. At September 30, 2000 and
December 31, 1999, the Companies had net receivables of $19,362,000 and
$14,834,000 respectively, for reserve credits, reinsurance claims, or other
receivables from these reinsurers comprised of $2,961,000 and $493,000,
respectively, for claims recoverable from reinsurers, $3,928,000 and $1,201,000,
respectively, for a payable for reinsurance premiums, and $20,329,000 and
$15,542,000, respectively, for a receivable from an unaffiliated reinsurer.
Included in the accompanying financial statements are net considerations to
reinsurers of $6,564,000 for the third quarter of 2000 and $14,472,000 for the
first nine months of 2000 compared to $2,638,000 and $6,656,000 for the same
periods in 1999. Also included in the accompanying financial statements are net
policy benefits of $1,122,000 for the third quarter of 2000 and $2,957,000 for
the first nine months of 2000 compared to $2,569,000 and $4,008,000 for the same
periods in 1999.

On June 30, 2000, effective January 1, 2000, Golden American entered into a
modified coinsurance agreement with Equitable Life, an affiliate, covering a
considerable portion of Golden American's variable annuities issued in 2000,
excluding those with an interest rate guarantee. At September 30, 2000, Golden
American had received a total settlement of $214.7 million under this agreement.
The carrying value of the separate account liabilities covered under this
agreement represent 17.1% of total separate account liabilities outstanding at
September 30, 2000. Golden American remains liable to the extent Equitable Life
does not meet its obligations under the agreement. The accompanying financial
statements are presented net of the effects of the agreement.

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

The reinsurance treaties that
covered the nonstandard minimum guaranteed death benefits for new business have
been terminated for business issued after December 31, 1999. The Companies are
currently pursuing additional alternative reinsurance agreements for new
business issued after December 31, 1999. There can be no assurance that such
alternative agreements will be available. The reinsurance covering business in
force at December 31, 1999 will continue to apply in the future.



ACC4SF-108900                                 90






                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
                               September 30, 2000

5.  COMMITMENTS AND CONTINGENCIES  (continued)

Guaranty Fund Assessments: Assessments are levied on the Companies by life and
health guaranty associations in most states in which the Companies are licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In some
states, these assessments can be partially offset through a reduction in future
premium taxes. The Companies cannot predict whether and to what extent
legislative initiatives may affect the right to offset. The associated cost for
a particular insurance company can vary significantly based upon its fixed
account premium volume by line of business and state premiums as well as its
potential for premium tax offset. The Companies have established an undiscounted
reserve to cover such assessments, review information regarding known failures,
and revise estimates of future guaranty fund assessments. Accordingly, the
Companies accrued and charged no expense in the third quarter and $2,000 in the
first nine months of 2000. At September 30, 2000 and December 31, 1999, the
Companies have an undiscounted reserve of $2,450,000, and $2,444,000,
respectively, to cover estimated future assessments (net of related anticipated
premium tax offsets) and have established an asset totaling $692,000 and
$618,000, respectively, for assessments paid which may be recoverable through
future premium tax offsets. The Companies believe this reserve is sufficient to
cover expected future guaranty fund assessments based upon previous premiums and
known insolvencies at this time.

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

Vulnerability from Concentrations: The
Companies have various concentrations in the investment portfolio. As of
September 30, 2000, the Companies had one investment (other than bonds issued by
agencies of the United States government) exceeding ten percent of stockholder's
equity. The Companies' asset growth, net investment income, and cash flow are
primarily generated from the sale of variable insurance products and associated
future policy benefits and separate account liabilities. Substantial changes in
tax laws that would make these products less attractive to consumers and extreme
fluctuations in interest rates or stock market returns, which may result in
higher lapse experience than assumed, could have a severe impact on the
Companies' financial condition. Two broker/dealers, each having at least ten
percent of total sales, generated 27% of the Companies' sales during the third
quarter of 2000 (29% by two broker/dealers in the same period of 1999). One
broker/dealer generated 12% of the Companies' sales during the first nine months
of 2000 (29% by two broker/dealers in the same period of 1999). The Premium Plus
product generated 73% and 74% of the Companies' sales during the third quarter
of 2000 and first nine months of 2000, respectively (79% and 78% in the same
periods of 1999).

Revolving Note Payable: To enhance short-term liquidity, the
Companies established revolving notes payable effective July 27, 1998 and
expiring July 31, 1999 with SunTrust Bank, Atlanta (the "Bank"). As of July 31,
1999, the SunTrust Bank, Atlanta, revolving note facilities were first extended
to July 31, 2000, and as of July 31, 2000, they were extended to July 30, 2001.
The total amount the Companies may have outstanding is $85,000,000, of which
Golden American and First Golden have individual credit sublimits of $75,000,000
and $10,000,000, respectively. The notes accrue interest at an annual rate equal
to: (1) the cost of funds for the Bank for the period applicable for the advance
plus 0.225% or (2) a rate quoted by the Bank to the Companies for the advance.
The terms of the agreement require the Companies to maintain the minimum level
of Company Action Level Risk Based Capital as established by applicable state
law or regulation. During the quarters ended September 30, 2000 and 1999, the
Companies incurred interest expense of $0 and $55,000, respectively. During the
nine months ended September 30, 2000 and 1999, the Companies incurred interest
expense of $36,000 and $109,000, respectively. At September 30, 2000, the
Companies did not have any borrowings under these agreements ($1,400,000 at
December 31, 1999).



ACC4SF-108900                                 91







- --------------------------------------------------------------------------------
        FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------


REPORT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying  consolidated balance sheets of Golden American
Life  Insurance  Company  as of  December  31,  1999 and 1998,  and the  related
consolidated statements of operations, changes in stockholder's equity, and cash
flows for the years ended  December  31, 1999 and 1998 and for the periods  from
October 25, 1997 through  December 31, 1997, and January 1, 1997 through October
24, 1997.  These financial  statements are the responsibility of the  Companies'
management.  Our  responsibility  is to express an opinion  on  these  financial
statements and schedules based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of Golden American
Life  Insurance  Company at  December  31, 1999 and 1998,  and the  consolidated
results of its  operations  and its cash flows for the years ended  December 31,
1999 and 1998 and for the periods  from  October 25, 1997  through  December 31,
1997 and January 1, 1997 through October 24, 1997, in conformity with accounting
principles  generally accepted in the United States.

                                                           /s/Ernst & Young LLP

Des Moines, Iowa
February 4, 2000


ACC4SF-108900                                 92




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

                                                            POST-MERGER
                                                   ---------------------------
                                                   December 31,   December 31,
                                                      1999           1998
                                                   ------------   ------------
    ASSETS

     Investments:
       Fixed maturities, available for sale,
         at fair value (Cost: 1999 - $858,052;
         1998 - $739,772).......................    $835,321       $741,985
       Equity securities, at fair value (cost:
         1999 - $14,952; 1998 - $14,437)........      17,330         11,514
       Mortgage loans on real estate............     100,087         97,322
       Policy loans.............................      14,157         11,772
       Short-term investments...................      80,191         41,152
                                                  ----------     ----------
    Total investments...........................   1,047,086        903,745

    Cash and cash equivalents...................      14,380          6,679

    Reinsurance recoverable.....................      14,834          7,586

    Due from affiliates.........................         637          2,983

    Accrued investment income...................      11,198          9,645

    Deferred policy acquisition costs...........     528,957        204,979

    Value of purchased insurance in force.......      31,727         35,977

    Current income taxes recoverable............          35            628

    Deferred income tax asset...................      21,943         31,477

    Property and equipment, less allowances for
       depreciation of $3,229 in 1999 and $801
       in 1998..................................      13,888          7,348

    Goodwill, less accumulated amortization of
       $8,186 in 1999 and $4,408 in 1998........     142,941        146,719

    Other assets................................       2,514            743

    Separate account assets.....................   7,562,717      3,396,114
                                                  ----------     ----------
    Total assets................................  $9,392,857     $4,754,623
                                                  ==========     ==========


                              See accompanying notes.


ACC4SF-108900                                 93




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

                                                        POST-MERGER
                                              -----------------------------
                                                December 31,   December 31,
                                                    1999           1998
                                              --------------   ------------

LIABILITIES AND STOCKHOLDER'S EQUITY

Policy liabilities and accruals:
   Future policy benefits:
      Annuity and interest sensitive
        life products.......................     $1,033,701     $881,112
      Unearned revenue reserve..............          6,300        3,840
   Other policy claims and benefits.........              8           --
                                                 ----------   ----------
                                                  1,040,009      884,952

 Surplus notes..............................        245,000       85,000
 Revolving note payable.....................          1,400           --
 Due to affiliates..........................          9,547           --
 Other liabilities..........................         56,335       34,663
 Separate account liabilities...............      7,562,717    3,396,114
                                                 ----------   ----------
                                                  8,915,008    4,400,729

 Commitments and contingencies

 Stockholder's equity:
   Common stock, par value $10 per share,
      authorized, issued, and outstanding
      250,000 shares........................          2,500        2,500
   Additional paid-in capital...............        468,640      347,640
   Accumulated other comprehensive loss.....         (9,154)        (895)
   Retained earnings........................         15,863        4,649
                                                 ----------   ----------
 Total stockholder's equity.................        477,849      353,894
                                                 ----------   ----------
 Total liabilities and stockholder's equity.     $9,392,857   $4,754,623
                                                 ==========   ==========

                                    See accompanying notes.


ACC4SF-108900                                 94





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





                                                                                      POST-
                                                   POST-MERGER                    ACQUISITION
                                    --------------------------------------------|-------------
                                                                 For the period |or the period
                                                                    October 25, |  January 1,
                                     For the year  For the year       1997      |    1997
                                        ended         ended         through     |   hrough
                                     December 31,  December 31,   December 31,  |  October 24,
                                         1999          1998           1997      |     1997
                                    --------------------------------------------|--------------
                                                                       
Revenues                                                                        |
   Annuity and interest                                                         |
      sensitive life product                                                    |
      charges.......................  $ 82,935      $ 39,119        $ 3,834     |   $18,288
   Management fee revenue...........    10,136         4,771            508     |     2,262
   Net investment income............    59,169        42,485          5,127     |    21,656
   Realized gains (losses)                                                      |
      on investments................    (2,923)       (1,491)            15     |       151
   Other income.....................    10,827         5,569            236     |       426
                                      --------       -------        -------     |   -------
                                       160,144        90,453          9,720     |    42,783
                                                                                |
Insurance benefits and expenses:                                                |
   Annuity and interest sensitive                                               |
     life benefits:                                                             |
     Interest credited to account                                               |
       balances.....................   175,851        94,845          7,413     |    19,276
     Benefit claims incurred in                                                 |
       excess of account balances...     6,370         2,123             --     |       125
   Underwriting, acquisition, and                                               |
     insurance expenses:                                                        |
     Commissions....................   188,383       121,171          9,437     |    26,818
     General expenses...............    60,194        37,577          3,350     |    13,907
     Insurance taxes, state                                                     |
       licenses, and fees...........     3,976         4,140            450     |     1,889
     Policy acquisition costs                                                   |
       deferred.....................  (346,396)     (197,796)       (13,678)    |   (29,003)
     Amortization:                                                              |
      Deferred policy acquisition                                               |
        costs.......................    33,119         5,148            892     |     1,674
      Value of purchased insurance                                              |
        in force....................     6,238         4,724            948     |     5,225
      Goodwill......................     3,778         3,778            630     |     1,398
                                      --------       -------        -------     |   -------
                                       131,513        75,710          9,442     |    41,309
                                                                                |
Interest expense....................     8,894         4,390            557     |     2,082
                                      --------       -------        -------     |   -------
                                       140,407        80,100          9,999     |    43,391
                                      --------       -------        -------     |   -------
Income (loss) before income taxes...    19,737        10,353           (279)    |      (608)
                                                                                |
Income taxes........................     8,523         5,279            146     |    (1,337)
                                      --------       -------        -------     |   -------
                                                                                |
Net income (loss)...................  $ 11,214       $ 5,074        $  (425)    |   $   729
                                      ========       =======        =======     |   =======

                                    See accompanying notes.


ACC4SF-108900                                 95





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




                                                       Accumulated
                                         Additional       Other                    Total
                                 Common    Paid-in    Comprehensive  Retained   Stockholder's
                                  Stock    Capital    Income (Loss)  Earnings      Equity
                                ------------------------------------------------------------
                                                      PRE-ACQUISITION
                                ------------------------------------------------------------
                                                                   
Balance at January 1, 1997.....  $2,500   $137,372      $   262       $   350     $140,484
 Comprehensive income:
  Net income...................      --         --           --           729          729
  Change in net unrealized
   investment gains (losses)...      --         --        1,543            --        1,543
                                                                                  --------
 Comprehensive income...........                                                     2,272
 Contribution of Capital........     --      1,121           --            --        1,121
                                 ------   --------      -------       -------     --------
Balance at October 24, 1997....  $2,500   $138,493      $ 1,805       $ 1,079     $143,877
                                 ======   ========      =======       =======     ========

                                -----------------------------------------------------------
                                                     POST-MERGER
                                -----------------------------------------------------------
Balance at October 25, 1997....  $2,500   $224,997           --            --     $227,497
 Comprehensive income:
  Net loss.....................      --         --           --       $  (425)        (425)
  Change in net unrealized
     investment gains (losses).      --         --      $   241            --          241
                                                                                  --------
Comprehensive loss.............                                                       (184)
                                 ------   --------      -------       -------     --------
Balance at December 31,1997....   2,500    224,997          241          (425)    $227,313
 Comprehensive income:
  Net income...................      --         --           --         5,074        5,074
  Change in net unrealized
     investment gains (losses).      --         --       (1,136)           --       (1,136)
                                                                                  --------
 Comprehensive income..........                                                      3,938
 Contribution of Capital........     --    122,500           --            --      122,500
 Other..........................     --        143           --            --          143
                                 ------   --------      -------       -------     --------
Balance at December 31,1998....   2,500    224,997         (895)        4,649      353,894
Comprehensive income:
  Net income...................      --         --           --        11,214       11,214
  Change in net unrealized
     investment gains (losses).      --         --       (8,259)           --       (8,259)
                                                                                  --------
Comprehensive income...........                                                      2,955
 Contribution of Capital........     --    121,000           --            --      121,000
                                 ------   --------      -------       -------     --------
Balance at December 31,1999....  $2,500   $468,640      $(9,154)      $15,863     $477,849
                                 ======   ========      =======       =======     ========


                                    See accompanying notes.


ACC4SF-108900                                 96




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



                                                                                              |    POST-
                                                                  POST-MERGER                 | ACQUISITION
                                                   -------------------------------------------|---------------
                                                                               For the period | For the period
                                                                                 October 25,  |   January 1,
                                                   For the year  For the year      1997       |     1997
                                                      ended         ended         through     |    through
                                                   December 31,  December 31,    December 31, |   October 24,
                                                      1999          1998            1997      |      1997
                                                   ------------  ------------  -------------- | --------------
                                                                                     
OPERATING ACTIVITIES                                                                          |
Net income (loss).................................   $11,214        $5,074          $(425)    |         $729
Adjustments to reconcile net income (loss) to net                                             |
  cash provided by (used in) operations:                                                      |
   Adjustments related to annuity and                                                         |
     interest sensitive life products:                                                        |
     Interest credited and other charges on                                                   |
       interest sensitive products................   175,851        94,845          7,413     |       19,276
     Charges for mortality and administration.....       524          (233)           (62)    |          (99)
     Change in unearned revenues..................     2,460         2,651          1,189     |        3,292
   Increase (decrease) in policy liabilities and                                              |
     accruals.....................................         8           (10)            10     |           --
   Decrease (increase) in accrued investment                                                  |
     income.......................................    (1,553)       (3,222)         1,205     |       (3,489)
   Policy acquisition costs deferred..............  (346,396)     (197,796)       (13,678)    |      (29,003)
   Amortization of deferred policy                                                            |
     acquisition costs............................    33,119         5,148            892     |        1,674
   Amortization of value of purchased                                                         |
     insurance in force...........................     6,238         4,724            948     |        5,225
   Change in other assets, due to/from                                                        |
     affiliates, other liabilities, and accrued                                               |
     income taxes.................................    24,845         9,979          4,205     |       (8,944)
   Provision for depreciation and amortization....     8,850         8,147          1,299     |        3,203
   Provision for deferred income taxes............     8,523         5,279            146     |          316
   Realized (gains) losses on investments.........     2,923         1,491            (15)    |         (151)
                                                    --------      --------        -------     |     ---------
Net cash provided by (used in) operating                                                      |
   activities.....................................   (73,394)      (63,923)         3,127     |       (7,971)
                                                                                              |
INVESTING ACTIVITIES                                                                          |
Sale, maturity, or repayment of investments:                                                  |
   Fixed maturities - available for sale..........   220,547       145,253          9,871     |       39,622
   Mortgage loans on real estate..................     6,572         3,791          1,644     |        5,828
   Short-term investments - net...................        --            --             --     |       11,415
                                                    --------      --------        -------     |     ---------
                                                     227,119       149,044         11,515     |       56,865
Acquisition of investments:                                                                   |
   Fixed maturities - available for sale..........  (344,587)     (476,523)       (29,596)    |     (155,173)
   Equity securities..............................        --       (10,000)            (1)    |       (4,865)
   Mortgage loans on real estate..................    (9,659)      (16,390)       (14,209)    |      (44,481)
   Policy loans - net.............................    (2,385)       (2,940)          (328)    |       (3,870)
   Short-term investments - net...................   (39,039)      (26,692)       (13,244)    |           --
                                                    --------      --------        -------     |     ---------
                                                    (395,670)     (532,545)       (57,378)    |     (208,389)
Net purchase of property and equipment............    (8,968)       (6,485)          (252)    |         (875)
                                                    --------      --------        -------     |     ---------
Net cash used in investing activities.............  (177,519)     (389,986)       (46,115)    |     (152,399)


                                            See accompanying notes.


ACC4SF-108900                                 97





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



                                                                                       |    POST-
                                                           POST-MERGER                 | ACQUISITION
                                            -------------------------------------------|---------------
                                                                        For the period | For the period
                                                                          October 25,  |   January 1,
                                            For the year  For the year      1997       |     1997
                                               ended         ended         through     |    through
                                            December 31,  December 31,    December 31, |   October 24,
                                               1999          1998            1997      |      1997
                                            ------------  ------------  -------------- | --------------
                                                                               
FINANCING ACTIVITIES                                                                   |
Proceeds from reciprocal loan agreement                                                |
   borrowings..............................  $396,350       $500,722            --     |          --
Repayment of reciprocal loan agreement                                                 |
   borrowings..............................  (396,350)      (500,722)           --     |          --
Proceeds from revolving note payable.......   220,295        108,495            --     |          --
Repayment of revolving note payable........  (218,895)      (108,495)           --     |          --
Proceeds from surplus note.................   160,000         60,000            --     |          --
Proceeds from line of credit borrowings....        --             --       $10,119     |     $97,124
Repayment of line of credit borrowings.....        --         (5,309)       (2,207)    |     (80,977)
Receipts from annuity and interest                                                     |
   sensitive life policies credited to                                                 |
   account balances........................   773,685        593,428        62,306     |     261,549
Return of account balances on annuity                                                  |
   and interest sensitive life policies....  (147,201)       (72,649)       (6,350)    |     (13,931)
Net reallocations to separate accounts.....  (650,270)      (239,671)      (17,017)    |     (93,069)
Contributions of capital by parent.........   121,000        103,750            --     |       1,011
                                             --------      --------        -------     |   ---------
Net cash provided by financing activities..   258,614        439,549        46,851     |     171,707
                                             --------      --------        -------     |   ---------
                                                                                       |
Increase (decrease) in cash and cash                                                   |
   equivalents.............................     7,701        (14,360)        3,863     |      11,337
Cash and cash equivalents at                                                           |
   beginning of period.....................     6,679         21,039        17,176     |       5,839
                                             --------      --------        -------     |   ---------
Cash and cash equivalents at                                                           |
   end of period...........................   $14,380         $6,679       $21,039     |     $17,176
                                             ========      =========       =======     |   =========
                                                                                       |
SUPPLEMENTAL  DISCLOSURE                                                               |
 OF CASH FLOW  INFORMATION                                                             |
Cash paid during the period for:                                                       |
   Interest................................    $6,392         $4,305          $295     |      $1,912
   Income taxes............................        --             99            --     |         283
Non-cash financing activities:                                                         |
   Non-cash adjustment to additional                                                   |
     paid-in capital for adjusted merger                                               |
     costs.................................        --            143            --     |          --
   Contribution of property and                                                        |
     equipment from EIC Variable,                                                      |
     Inc. net of $353 of accumulated                                                   |
     depreciation..........................        --             --            --     |         110
   Contribution of capital from parent to                                              |
     repay line of credit borrowings.......        --         18,750            --     |          --

                               See accompanying notes.


ACC4SF-108900                                 98





                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

For financial statement purposes, the ING merger was accounted for as a purchase
effective  October 25, 1997 and the change in control of Golden American through
the  acquisition  of BT Variable,  Inc. ("BT  Variable")  was accounted for as a
purchase  effective August 14, 1996. The merger and acquisition  resulted in new
bases of accounting  reflecting  estimated fair values of assets and liabilities
at their  respective  dates. As a result,  the Companies'  financial  statements
included for the periods after October 24, 1997 are presented on the Post-Merger
new basis of accounting and for the period  January 1, 1997 through  October 24,
1997 are presented on the Post-Acquisition basis of accounting.

INVESTMENTS
Fixed  Maturities:  The  Companies  account  for  their  investments  under  the
Statement of Financial  Accounting  Standards ("SFAS") No. 115,  "Accounting for
Certain  Investments  in Debt  and  Equity  Securities,"  which  requires  fixed
maturities  to  be  designated  as  either   "available  for  sale,"  "held  for
investment," or "trading."  Sales of fixed  maturities  designated as "available
for sale" are not restricted by SFAS No. 115.  Available for sale securities are
reported at fair value and unrealized  gains and losses on these  securities are
included directly in stockholder's  equity, after adjustment for related changes
in value of purchased  insurance in force ("VPIF"),  deferred policy acquisition
costs ("DPAC"), and deferred income taxes. At December 31, 1999 and 1998, all of
the Companies' fixed  maturities are designated as available for sale,  although
the Companies are not precluded from  designating  fixed  maturities as held for
investment or trading at some future date.

Securities  determined  to have a decline in value that is other than  temporary
are written down to estimated fair value,  which becomes the new cost basis by a
charge to realized losses in the Companies'  Statements of Operations.  Premiums
and  discounts  are  amortized/accrued  utilizing  a method  which  results in a
constant


ACC4SF-108900                                 99




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

yield over the  securities'  expected  lives.  Amortization/accrual  of
premiums  and   discounts  on  mortgage   and  other   asset-backed   securities
incorporates a prepayment assumption to estimate the securities' expected lives.

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

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

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

Realized Gains And Losses: Realized gains and losses are determined on the basis
of specific identification.

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

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

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


ACC4SF-108900                                 100





                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

FUTURE POLICY BENEFITS
Future  policy  benefits  for  divisions  of the  variable  products  with fixed
interest  guarantees  are  established   utilizing  the  retrospective   deposit
accounting  method.   Policy  reserves  represent  the  premiums  received  plus
accumulated  interest,  less  mortality  and  administration  charges.  Interest
credited to these  policies  ranged from 3.00% to 11.00%  during 1999,  3.00% to
10.00% during 1998, and 3.30% to 8.25% during 1997. The unearned revenue reserve
represents  unearned  distribution  fees.  These  distribution  fees  have  been
deferred  and are  amortized  over the life of the  contracts in  proportion  to
expected gross profits.

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

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


ACC4SF-108900                                101




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

DIVIDEND RESTRICTIONS
Golden  American's  ability to pay dividends to its Parent is restricted.  Prior
approval  of  insurance  regulatory  authorities  is  required  for  payment  of
dividends to the stockholder  which exceed an annual limit.  During 2000, Golden
American  cannot pay dividends to its Parent without prior approval of statutory
authorities.

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

SEGMENT REPORTING
The  Companies  manage  their  business  as one  segment,  the sale of  variable
insurance products designed to meet customer needs for tax-advantaged saving for
retirement and protection from death.  Variable  insurance  products are sold to
consumers and corporations throughout the United States.

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

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


ACC4SF-108900                                 102




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

regarding all of the preceding  items are inherently  subject to change and are
reassessed periodically.  Changes in estimates and assumptions could materially
impact the financial statements.

RECLASSIFICATIONS
Certain amounts for the periods ended in the 1998 and 1997 financial  statements
have been reclassified to conform to the 1999 financial statement presentation.

2. BASIS OF FINANCIAL REPORTING

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

The net loss for Golden  American as  determined in  accordance  with  statutory
accounting practices was $85,578,000 in 1999,  $68,002,000 in 1998, and $428,000
in 1997.  Total statutory  capital and surplus was  $368,928,000 at December 31,
1999 and $183,045,000 at December 31, 1998.


ACC4SF-108900                                 103




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


3. INVESTMENT OPERATIONS

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



                                                   POST-MERGER                  |POST-ACQUISITION
                                     -------------------------------------------|----------------
                                                                 For the period | For the period
                                                                   October 25,  |   January 1,
                                     For the year  For the year      1997       |     1997
                                         ended         ended       through      |   through
                                     December 31,  December 31,   December 31,  |  October 24,
                                        1999          1998           1997       |      1997
                                     ------------  ------------  -------------- | --------------
                                                    (Dollars in thousands)
                                                                                |
                                                                         
 Fixed maturities...............        $50,352       $35,224        $ 4,443    |     $18,488
 Equity securities..............            515            --              3    |          --
 Mortgage loans on real estate..          7,074         6,616            879    |       3,070
 Policy loans...................            485           619             59    |         482
 Short-term investments.........          2,583         1,311            129    |         443
 Other, net.....................            388           246           (154)   |          24
                                        -------       -------        -------    |     -------
 Gross investment income........         61,397        44,016          5,359    |      22,507
 Less investment expenses.......         (2,228)       (1,531)          (232)   |        (851)
                                        -------       -------        -------    |     -------
 Net investment income..........        $59,169       $42,485        $ 5,127    |     $21,656
                                        =======       =======        =======    |     =======


Realized gains (losses) on investments follows:



                                                   POST-MERGER                  |POST-ACQUISITION
                                     -------------------------------------------|----------------
                                                                 For the period | For the period
                                                                   October 25,  |   January 1,
                                     For the year  For the year      1997       |     1997
                                         ended         ended       through      |   through
                                     December 31,  December 31,   December 31,  |  October 24,
                                        1999          1998           1997       |      1997
                                     ------------  ------------  -------------- | --------------
                                                  (Dollars in thousands)
                                                                                |
                                                                         
  Fixed maturities, available for                                               |
    sale..........................      $(2,910)      $(1,428)       $    25    |     $    151
  Mortgage loans on real estate...          (13)          (63)           (10)   |           --
                                        -------       -------        -------    |      -------
  Realized gains (losses) on                                                    |
    investments...................      $(2,923)      $(1,491)           $15    |         $151
                                        =======       =======        =======    |     ========



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



                                                   POST-MERGER                  |POST-ACQUISITION
                                     -------------------------------------------|----------------
                                                                 For the period | For the period
                                                                   October 25,  |   January 1,
                                     For the year  For the year      1997       |     1997
                                         ended         ended       through      |   through
                                     December 31,  December 31,   December 31,  |  October 24,
                                        1999          1998           1997       |      1997
                                     ------------  ------------  -------------- | --------------
                                                  (Dollars in thousands)
                                                                                |
                                                                         
                                                                                |
  Fixed maturities, available for                                               |
    sale...........................     $(24,944)     $  1,100       $ (3,494)  |     $  4,197
  Equity securities................        5,301        (2,390)           (68)  |         (462)
                                        --------      --------       --------   |     --------
  Unrealized appreciation                                                       |
     (depreciation) of securities..     $(19,643)     $ (1,290)      $ (3,562)  |     $  3,735
                                        ========      ========       ========   |     ========



ACC4SF-108900                                 104




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


3. INVESTMENT OPERATIONS (continued)

At December 31, 1999 and December 31, 1998,  amortized  cost,  gross  unrealized
gains and losses,  and estimated fair values of fixed  maturities,  all of which
are designated as available for sale, follows:




                                                       POST-MERGER
                                    ---------------------------------------------------
                                                    Gross       Gross      Estimated
                                     Amortized    Unrealized  Unrealized      Fair
                                        Cost         Gains      Losses       Value
                                    ----------    ----------  ----------   ---------
                                                  (Dollars in thousands)
                                                               
    December 31, 1999
    -----------------------------
    U.S. government and
       governmental agencies
       and authorities............     $ 21,363          --     $   (260)   $ 21,103
    Public utilities..............       53,754      $   25       (2,464)     51,315
    Corporate securities..........      396,494          53      (12,275)    384,272
    Other asset-backed securities.      207,044         850       (4,317)    203,577
    Mortgage-backed securities....      179,397          39       (4,382)    175,054
                                       --------      ------     --------    --------
    Total.........................     $858,052      $  967     $(23,698)   $835,321
                                       ========      ======     ========    ========

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


Short-term  investments  with  maturities  of 30 days or less have been excluded
from the above  schedules.  Amortized  cost  approximates  fair  value for these
securities.  At December  31,  1999,  net  unrealized  investment  loss on fixed
maturities designated as available for sale totaled $22,731,000. Depreciation of
$6,955,000  was  included in  stockholder's  equity at December 31, 1999 (net of
adjustments  of  $1,785,000  to VPIF,  $10,246,000  to DPAC,  and  $3,745,000 to
deferred income taxes). At December 31, 1998, net unrealized investment gains on
fixed   maturities   designated  as  available  for  sale  totaled   $2,213,000.
Appreciation of $1,005,000 was included in stockholder's  equity at December 31,
1998 (net of adjustments of $203,000 to VPIF,  $455,000 to DPAC, and $550,000 to
deferred income taxes).

At December 31, 1999,  net  unrealized  appreciation  on equity  securities  was
comprised  entirely of gross  appreciation of $2,378,000.  At December 31, 1998,
net unrealized depreciation of equity securities was comprised entirely of gross
depreciation of $2,923,000.

Amortized  cost and  estimated  fair  value of fixed  maturities  designated  as
available  for sale,  by  contractual  maturity,  at December 31, 1999 are shown
below.  Expected  maturities  will differ from  contractual  maturities  because
borrowers may have the right to call or prepay  obligations with or without call
or prepayment penalties.


ACC4SF-108900                                 105




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

3. INVESTMENT OPERATIONS (continued)


                                                   POST-MERGER
                                            -------------------------
                                            Amortized      Estimated
December 31, 1999                              Cost       Fair Value
- ---------------------------------------------------------------------
                                              (Dollars in thousands)

Due within one year.....................    $ 25,317       $ 25,186
Due after one year through five years...     355,205        344,998
Due after five years through ten years..      83,004         78,976
Due after ten years.....................       8,085          7,530
                                            --------       --------
                                             471,611        456,690
Other asset-backed securities...........     207,044        203,577
Mortgage-backed securities..............     179,397        175,054
                                            --------       --------
Total...................................    $858,052       $835,321
                                            ========       ========

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




                                                        Gross      Gross     Proceeds
                                           Amortized  Realized   Realized      from
                                             Cost       Gains     Losses       Sale
                                           ---------  --------   --------    --------
                                                     (Dollars in thousands)
POST-MERGER:
                                                                
For the year ended December 31, 1999:
Scheduled principal repayments, calls,
   and tenders..........................    $141,346     $216       $(174)   $141,388
Sales...................................      80,472      141      (1,454)     79,159
                                            --------     ----     -------    --------
Total...................................    $221,818     $357     $(1,628)   $220,547
                                            ========     ====     =======    ========

For the year ended December 31, 1998:
Scheduled principal repayments, calls,
   and tenders..........................    $102,504      $60         $(3)   $102,561
Sales...................................      43,204      518      (1,030)     42,692
                                            --------     ----     -------    --------
Total...................................    $145,708     $578     $(1,033)   $145,253
                                            ========     ====     =======    ========

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

POST-ACQUISITION:

For the period January 1, 1997 through
   October 24, 1997:
Scheduled principal repayments, calls,
   and tenders..........................     $25,419       --          --     $25,419
Sales...................................      14,052     $153         $(2)     14,203
                                            --------     ----     -------    --------
Total...................................     $39,471     $153         $(2)    $39,622
                                            ========     ====     =======    ========




ACC4SF-108900                                 106




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


3. INVESTMENT OPERATIONS (continued)

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

During the fourth quarter of 1998, Golden American  determined that the carrying
value of two bonds exceeded their  estimated net realizable  value. As a result,
at December  31,  1998,  Golden  American  recognized  a total  pre-tax  loss of
$973,000  to  reduce  the  carrying  value of the  bonds to their  combined  net
realizable  value of  $2,919,000.  During  the second  quarter of 1999,  further
information was received  regarding  these bonds and Golden American  determined
that the carrying value of the two bonds exceeded their estimated net realizable
value. As a result, at June 30, 1999, Golden American recognized a total pre-tax
loss of  $1,639,000 to further  reduce the carrying  value of the bonds to their
combined net realizable  value of $1,137,000.  During 1997, no investments  were
identified as having an other than temporary impairment.

Investments  on Deposit:  At December 31, 1999 and 1998,  affidavits of deposits
covering  bonds with a par value of $6,470,000  were on deposit with  regulatory
authorities pursuant to certain statutory requirements.

Investment  Diversifications:  The Companies' investment policies related to the
investment  portfolio  require  diversification  by  asset  type,  company,  and
industry  and set limits on the amount  which can be invested  in an  individual
issuer.  Such  policies  are at  least as  restrictive  as  those  set  forth by
regulatory authorities. The following percentages relate to holdings at December
31, 1999 and December 31, 1998. Fixed maturities  included  investments in basic
industrials (29% in 1999, 26% in 1998), conventional  mortgage-backed securities
(22% in 1999, 25% in 1998),  financial companies (16% in 1999, 19% in 1998), and
other asset-backed securities (19% in 1999, 11% in 1998). Mortgage loans on real
estate have been analyzed by geographical  location with concentrations by state
identified  as  California  (12% in 1999 and  1998),  Utah (10% in 1999,  11% in
1998), and Georgia (9% in 1999, 10% in 1998). There are no other  concentrations
of mortgage loans on real estate in any state  exceeding ten percent at December
31, 1999 and 1998.  Mortgage  loans on real  estate  have also been  analyzed by
collateral type with significant  concentrations  identified in office buildings
(34% in 1999,  36% in 1998),  industrial  buildings  (33% in 1999, 32% in 1998),
retail  facilities (19% in 1999, 20% in 1998), and multi-family  apartments (10%
in 1999, 8% in 1998).  Equity  securities are not  significant to the Companies'
overall investment portfolio.

No  investment  in any person or its  affiliates  (other  than  bonds  issued by
agencies of the United States government)  exceeded ten percent of stockholder's
equity at December 31, 1999.

4. COMPREHENSIVE INCOME
Comprehensive  income  includes  all changes in  stockholder's  equity  during a
period except those  resulting  from  investments  by and  distributions  to the
stockholder.  Total  comprehensive  income  (loss)  for the  Companies  includes
$(452,000) for the year ended December 31, 1999 for First Golden ($1,015,000 for
the year ended December 31, 1998 and $159,000, and $536,000,  respectively,  for
the  periods  October  25, 1997  through  December  31, 1997 and January 1, 1997
through October 24, 1997).  Other  comprehensive  income excludes net investment
gains (losses)  included in net income,  which merely  represent  transfers from
unrealized to realized  gains and losses.  These amounts total  $(1,468,000)  in
1999 and  $(2,133,000) in 1998. Such amounts,  which have been measured  through
the date of sale,  are net of  income  taxes  and  adjustments  to VPIF and DPAC
totaling $(1,441,000) in 1999 and $705,000 in 1998.

5. FAIR VALUES OF FINANCIAL INSTRUMENTS
SFAS No. 107, "Disclosures about Fair Value of Financial  Instruments," requires
disclosure of estimated fair value of all financial instruments,  including both
assets and  liabilities  recognized  and not  recognized in a


ACC4SF-108900                                 107




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

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

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

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



                                                               POST-MERGER
                                           -----------------------------------------------
                                              December 31, 1999        December 31, 1998
                                           ----------------------    ---------------------
                                                        Estimated                Estimated
                                            Carrying      Fair        Carrying     Fair
                                             Value       Value         Value      Value
                                            --------    ---------     --------   ---------
                                                     (Dollars in thousands)

                                                                    
ASSETS

   Fixed maturities, available for sale..  $  835,321   $  835,321  $  741,985  $  741,985
   Equity securities.....................      17,330       17,330      11,514      11,514
   Mortgage loans on real estate.........     100,087       95,524      97,322      99,762
   Policy loans..........................      14,157       14,157      11,772      11,772
   Short-term investments................      80,191       80,191      41,152      41,152
   Cash and cash equivalents.............      14,380       14,380       6,679       6,679
   Separate account assets...............   7,562,717    7,562,717   3,396,114   3,396,114

LIABILITIES

   Annuity products......................   1,017,105      953,546     869,009     827,597
   Surplus notes.........................     245,000      226,100      85,000      90,654
   Revolving note payable................       1,400        1,400          --          --
   Separate account liabilities..........   7,562,717    7,562,717   3,396,114   3,396,114


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

Fixed  maturities:   Estimated  fair  values  of  conventional   mortgage-backed
securities not actively traded in a liquid market and publicly traded securities
are estimated using a third party pricing  process.  This pricing


ACC4SF-108900                                 108




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

process uses a matrix  calculation  assuming a spread over U.S.  Treasury
bonds based upon the expected average lives of the securities.

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

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

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

Short-term  investments and cash and cash equivalents:  Carrying values reported
in the Companies' historical cost basis balance sheet approximate estimated fair
value for these instruments due to their short-term nature.

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

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

Surplus notes:  Estimated fair value of the Companies'  surplus notes were based
upon  discounted  future  cash flows  using a discount  rate  approximating  the
current market value.

Revolving note payable:  Carrying  value  reported in the Companies'  historical
cost basis balance sheet approximates  estimated fair value for this instrument,
as the agreement carries a variable interest rate provision.

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

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


ACC4SF-108900                                109




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


6. MERGER (continued)

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

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

An analysis of the VPIF asset follows:



                                                                   POST-MERGER
                                              -------------------------------------------------
                                                                                 For the period
                                              For the year     For the year    October 25, 1997
                                                  ended            ended           through
                                              December 31,     December 31,    December 31, 1997
                                              -------------------------------------------------
                                                            (Dollars in thousands)

                                                                         
   Beginning balance........................     $35,977          $43,174          $44,297
                                                 -------          -------          -------

   Imputed interest.........................       2,373            2,802            1,004
   Amortization.............................      (7,930)          (7,753)          (1,952)
   Changes in assumptions of timing of
     gross profits..........................        (681)             227               --
                                                 -------          -------          -------
   Net amortization.........................      (6,238)          (4,724)            (948)
   Adjustment for unrealized gains (losses)
     on available for sale securities.......       1,988              (28)            (175)
   Adjustment for other receivables and
     merger costs...........................          --           (2,445)              --
                                                 -------          -------          -------
   Ending balance...........................     $31,727          $35,977          $43,174
                                                 =======          =======          =======



ACC4SF-108900                                 110




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


6. MERGER (continued)

Interest  is imputed on the  unamortized  balance of VPIF at a rate of 7.33% for
the year ended  December 31, 1999,  7.38% for the year ended  December 31, 1998,
and 7.03% for the period  October 25, 1997 through  December 31, 1997.  In 1999,
VPIF was adjusted to increase amortization by $681,000 to reflect changes in the
assumptions  related to the timing of estimated gross profits.  The amortization
of VPIF,  net of  imputed  interest,  is  charged  to  expense.  VPIF  decreased
$2,664,000  during 1998 to adjust the value of other  receivables  and increased
$219,000  in 1998 as a result of an  adjustment  to the  merger  costs.  VPIF is
adjusted for the  unrealized  gains  (losses) on available for sale  securities;
such changes are included  directly in  stockholder's  equity.  Based on current
conditions  and  assumptions  as to the  impact  of future  events  on  acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December 31, 1999 is  $3,958,000 in 2000,  $3,570,000 in 2001,  $3,322,000 in
2002,  $2,807,000 in 2003, and $2,292,000 in 2004. Actual  amortization may vary
based upon changes in assumptions and experience.

7. ACQUISITION

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

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

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


ACC4SF-108900                                 111




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


7. ACQUISITION (continued)

An analysis of the VPIF asset follows:




                                              POST-ACQUISITION
                                              ----------------
                                               For the period
                                              January 1, 1997
                                                  through
                                              October 24, 1997
                                              ----------------
                                          (Dollars in thousands)

                                              
             Beginning balance............        $ 83,051
                                                  --------

             Imputed interest.............           5,138
             Amortization.................         (12,656)
             Changes in assumption of
               timing of gross profits....           2,293
                                                  --------
             Net amortization.............          (5,225)
             Adjustment for unrealized
               gains on available for
               sale securities............            (373)
                                                  --------
             Ending balance...............        $ 77,453
                                                  ========


Interest  was  imputed on the  unamortized  balance of VPIF at rates of 7.70% to
7.80% for the period January 1, 1997 through October 24, 1997. The  amortization
of VPIF, net of imputed interest, was charged to expense. VPIF was also adjusted
for the  unrealized  gains on available for sale  securities;  such changes were
included directly in stockholder's equity.


8. INCOME TAXES

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

At  December  31,  1999,   the  Companies   have  net  operating   loss  ("NOL")
carryforwards  for federal  income tax purposes of  approximately  $161,799,000.
Approximately $5,094,000, $3,354,000, $53,310,000, and $100,041,000 of these NOL
carryforwards  are  available to offset future  taxable  income of the Companies
through the years 2011, 2012, 2013, and 2014, respectively.

INCOME TAX EXPENSE (BENEFIT)
Income tax expense (benefit) included in the consolidated  financial  statements
follows:

                               POST-MERGER                    |POST-ACQUISITION
                  --------------------------------------------|----------------
                                               For the period | For the period
                                                 October 25,  |    January 1,
                  For the year  For the year       1997       |     1997
                      ended         ended        through      |   through
                  December 31,  December 31,     December 31, |   October 24,
                     1999          1998             1997      |     1997
                  ------------  ------------   -------------- | --------------
                                   (Dollars in thousands)
                                                              |
   Current                --           --             --      |    $    12
   Deferred          $8,523       $5,279           $146       |     (1,349)
                      ------       ------           ----      |    -------
                      $8,523       $5,279           $146      |    $(1,337)
                      ======       ======           ====      |    =======


ACC4SF-108900                                 112




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


8. INCOME TAXES (continued)

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



                                                        POST-MERGER                    |POST-ACQUISITION
                                          ---------------------------------------------|-----------------
                                                                        For the period | For the period
                                                                          October 25,  |    January 1,
                                          For the year   For the year        1997      |      1997
                                             ended          ended          through     |    through
                                          December 31,   December 31,     December 31, |  October 24,
                                             1999           1998             1997      |     1997
                                          ------------   ------------   -------------- |  -------------
                                                                (Dollars in thousands)
                                                                                       |
                                                                               
   Income (loss) before income taxes..       $19,737        $10,353            $(279)  |      $  (608)
                                             =======        =======            =====          =======
                                                                                       |
   Income tax (benefit) at federal                                                     |
     statutory  rate.........................$ 6,908        $ 3,624            $ (98)  |      $  (213)
   Tax effect (decrease) of:                                                           |
     Goodwill amortization............         1,322          1,322              220   |           --
     Compensatory stock option and
       restricted stock expense.......            --             --               --   |        (1,011)
     Meals and entertainment..........           199            157               23   |            53
     Other items......................            94            176                1   |          (166)
                                             -------        -------          -------   |      --------
   Income tax expense (benefit).......       $ 8,523        $ 5,279             $146   |      $ (1,337)
                                             =======        =======          =======   |      ========



ACC4SF-108900                                 113




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


8. INCOME TAXES (continued)

DEFERRED INCOME TAXES
The tax effect of temporary  differences giving rise to the Companies'  deferred
income tax assets and liabilities at December 31, 1999 and 1998 follows:


                                                           POST-MERGER
                                                    ----------------------------
                                                    December 31,    December 31,
                                                       1999            1998
                                                    ------------    ------------
                                                        (Dollars in thousands)

  Deferred tax assets:
     Net unrealized depreciation of securities
       at fair value............................            --         $1,023
     Net unrealized depreciation of available
       for sale fixed maturities................        $3,745             --
     Future policy benefitS.....................       133,494         66,273
     Goodwill...................................        16,323         16,323
     Net operating loss carryforwards...........        56,630         17,821
     Other......................................         1,333          1,272
                                                       -------        -------
                                                       211,525        102,712
  Deferred tax liabilities:
    Net unrealized appreciation of securities
       at fair value............................          (832)            --
     Net unrealized appreciation of available
       for sale fixed maturities................            --           (332)
     Fixed maturity securities..................       (17,774)        (1,034)
     Deferred policy acquisition costs..........      (154,706)       (55,520)
     Mortgage loans on real estate..............          (715)          (845)
     Value of purchased insurance in force......       (10,462)       (12,592)
     Other......................................        (1,348)          (912)
                                                       -------        -------
                                                      (185,837)       (71,235)
                                                       -------        -------
  Valuation allowance...........................        (3,745)            --
                                                       -------        -------
  Deferred income tax asset.....................       $21,943        $31,477
                                                       =======        =======


At December 31, 1999, the Company reported,  for financial  statement  purposes,
unrealized losses on certain  investments which have not been recognized for tax
purposes.  The  Companies  have  established a valuation  allowance  against the
deferred  income tax assets  associated  with  unrealized  depreciation on fixed
maturities available for sale as the Companies are uncertain as to whether their
capital  losses,  if ever  realized,  could be utilized to offset future capital
gains.


ACC4SF-108900                                 114




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION

DEFINED BENEFIT PLANS

In 1999 and 1998,  the  Companies  were  allocated  their  share of the  pension
liability associated with their employees.  The Companies' employees are covered
by the  employee  retirement  plan of an  affiliate,  Equitable  Life.  Further,
Equitable  Life  sponsors a defined  contribution  plan that is qualified  under
Internal Revenue Code Section 401(k).

The following tables summarize the benefit obligations and the funded status for
pension benefits over the two-year period ended December 31, 1999:

                                                   1999        1998
                                          -----------------------------------
                                                (Dollars in thousands)

    Change in benefit obligation:
      Benefit obligation at January 1...          $ 4,454       $956
      Service cost......................            1,500      1,138
      Interest cost.....................              323         97
      Actuarial (gain) loss.............           (2,056)     2,266
      Benefit payments..................               --         (3)
                                                  -------    -------
      Benefit obligation at December 31.          $ 4,221    $ 4,454
                                                  =======    =======

    Funded status:
      Funded status at December 31......          $(4,221)   $(4,454)
      Unrecognized net loss.............              210      2,266
                                                  -------    -------
      Net amount recognized.............          $(4,011)   $(2,188)
                                                  =======    =======

The  Companies'  plan assets were held by Equitable  Life, an affiliate.  During
1998, the Equitable Life Employee  Pension Plan began  investing in an undivided
interest of the ING-NA  Master Trust (the "Master  Trust").  Boston Safe Deposit
and Trust Company holds the Master Trust's investment assets.

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

    December 31                             1999      1998
- -----------------------------------------------------------------

    Discount rate....................       8.00%     6.75%
    Expected return on plan assets...       9.25      9.50
    Rate of compensation increase....       5.00      4.00



ACC4SF-108900                                 115




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION (continued)

The following table provides the net periodic  benefit cost for the fiscal years
1999, 1998, and 1997:



                                               POST-MERGER                     |POST-ACQUISITION
                                 ----------------------------------------------|-----------------
                                 For the year  For the year     For the period | For the period
                                    ended         ended       October 25, 1997 | January 1, 1997
                                 December 31,  December 31,       through      |    through
                                    1999          1998       December 31, 1997 |October 24, 1997
                                 ----------------------------------------------|-----------------
                                            (Dollars in thousands)             |
                                                                               |
                                                                   |     
    Service cost................   $1,500        $1,138            $114        |     $568
    Interest cost...............      323            97              10        |       15
    Amortization of net loss....       --            --              --        |        1
                                   ------        ------            ----        |     ----
    Net periodic benefit cost...   $1,823        $1,235            $124        |     $584
                                   ======        ======            ====        |     ====


There were no gains or losses resulting from curtailments or settlements  during
1999, 1998, or 1997.

The projected benefit obligation, accumulated benefit obligation, and fair value
of plan assets for pension plans with accumulated  benefit obligations in excess
of plan assets were $4,221,000, $2,488,000, and $0, respectively, as of December
31, 1999 and $4,454,000,  $3,142,000,  and $0, respectively,  as of December 31,
1998.

During 1997, ING approved the 1997 Phantom Plan for certain key  employees.  The
Phantom Plan is similar to a standard  stock option plan;  however,  the phantom
share option  entitles the holder to a cash benefit in Dutch Guilders  linked to
the rise in value of ING ordinary shares on the Amsterdam  Stock  Exchange.  The
plan  participants are entitled to any appreciation in the value of ING ordinary
shares over the  Phantom  Plan option  price  (strike  price) of 53.85 Euros for
options issued on July 1, 1999,  140.40 Dutch Guilders for options issued on May
26, 1998,  and 85.10 Dutch  Guilders for options issued on May 23, 1997, not the
ordinary shares themselves.

Options are  granted at fair value on the date of grant.  Options in the Phantom
Plan are subject to forfeiture  to ING should the  individuals  terminate  their
relationship  with ING  before  the  three-year  initial  retention  period  has
elapsed. All options expire five years from the date of grant.

On July 1, 1999,  ING issued  34,750  options to  employees  of Golden  American
related to this plan at a strike price of 53.85 Euros.

On May 26,  1998,  ING issued  42,400  options  related to this plan at a strike
price of 140.40 Dutch Guilders.  Since the strike price at December 31, 1998 was
higher than the ING share price,  there was no  compensation  expense related to
these options in 1998.

On May 23, 1997, ING issued 3,500 options related to this plan at a strike price
of 85.10  Dutch  Guilders.  Since the strike  price was lower than the ING share
price at December 31, 1998,  Golden  American  incurred  $46,000 of compensation
expense related to these options during 1998.

No expense was recognized in 1999 related to the above  options.  As of December
31, 1999, 58,250 options remain outstanding.


10. RELATED PARTY TRANSACTIONS

Operating Agreements:  DSI, an affiliate,  acts as the principal underwriter (as
defined in the Securities Act of 1933 and the Investment Company Act of 1940, as
amended)  and  distributor  of the  variable  insurance  products  issued by the
Companies.  DSI is authorized to enter into  agreements with  broker/dealers  to


ACC4SF-108900                                 116




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


10. RELATED PARTY TRANSACTIONS (continued)

distribute   the   Companies'    variable   insurance   products   and   appoint
representatives  of the  broker/dealers as agents.  For the years ended December
31, 1999 and 1998 and for the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997, the Companies paid  commissions to
DSI  totaling   $181,536,000,   $117,470,000,   $9,931,000,   and   $26,419,000,
respectively.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid by DSI for these  services is  calculated  as a  percentage  of average
assets in the variable separate accounts.  For the years ended December 31, 1999
and 1998 and for the  periods  October 25, 1997  through  December  31, 1997 and
January 1, 1997 through October 24, 1997, the fee was  $10,136,000,  $4,771,000,
$508,000, and $2,262,000, respectively.

Effective January 1, 1998, the Companies have an asset management agreement with
ING Investment Management LLC ("ING IM"), an affiliate, in which ING IM provides
asset  management and accounting  services.  Under the agreement,  the Companies
record a fee  based on the  value of the  assets  under  management.  The fee is
payable quarterly. For the years ended December 31, 1999 and 1998, the Companies
incurred fees of $2,227,000 and $1,504,000, respectively, under this agreement.

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

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

Golden American  provides certain  advisory,  computer,  and other resources and
services to Equitable Life.  Revenues for these services,  which reduced general
expenses incurred by Golden American,  totaled $6,107,000 and $5,833,000 for the
years ended December 31, 1999 and 1998, respectively  ($1,338,000 and $2,992,000
for the periods  October 25, 1997 through  December 31, 1997 and January 1, 1997
through October 24, 1997, respectively).

The Companies have a service  agreement  with Equitable Life in which  Equitable
Life  provides  administrative  and  financial  related  services.   Under  this
agreement,  the Companies incurred expenses of $1,251,000 and $1,058,000 for the
years ended  December 31, 1999 and 1998,  respectively  ($13,000 and $16,000 for
the  periods  October  25, 1997  through  December  31, 1997 and January 1, 1997
through October 24, 1997, respectively).

First  Golden  provides  resources  and  services  to DSI.  Revenues  for  these
services,  which reduce  general  expenses  incurred by the  Companies,  totaled
$387,000 in 1999 and $75,000 in 1998.

Golden American  provides  resources and services to ING Mutual Funds Management
Co.,  LLC, an  affiliate.  Revenues for these  services,  which  reduce  general
expenses incurred by Golden American, totaled $244,000 in 1999.


ACC4SF-108900                                 117




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


10. RELATED PARTY TRANSACTIONS (continued)

Golden  American  provides  resources  and  services  to  United  Life & Annuity
Insurance  Company,  an  affiliate.  Revenues for these  services,  which reduce
general expenses incurred by Golden American, totaled $460,000 in 1999.

The  Companies  provide  resources  and  services  to  Security  Life of  Denver
Insurance  Company,  an  affiliate.  Revenues for these  services,  which reduce
general expenses incurred by the Companies, totaled $216,000 in 1999.

The  Companies  provide  resources  and  services to  Southland  Life  Insurance
Company,  an  affiliate.  Revenues  for these  services,  which  reduce  general
expenses incurred by the Companies, totaled $103,000 in 1999.

In 1999, 1998, and 1997, the Companies  received 10.0%,  9.6%, and 5.1% of total
premiums, net of reinsurance, for variable products sold through five affiliates
as noted in the following table:



                                                            POST-MERGER                   |POST-ACQUISITION
                                            ----------------------------------------------|-----------------
                                                                                          |
                                            For the year   For the year    For the period | For the period
                                               ended          ended      October 25, 1997 |January 1, 1997
                                            December 31,   December 31,       through     |    through
                                                    1999           1998  December 31, 1997|October 24, 1997
                                            ------------   ------------  -----------------|----------------
                                                                (Dollars in millions)
                                                                                   
                                                                                          |
   LSSI..................................          $168.5        $122.9          $9.3     |       $16.9
   Vestax Securities Corporation.........            88.1          44.9           1.9     |         1.2
   DSI...................................             2.5          13.6           2.1     |         0.4
   Multi-Financial Securities Corporation            44.1          13.4            --     |          --
   IFG Network Securities, Inc...........            25.8           3.7            --     |          --
                                                   ------        ------         -----     |       -----
   Total.................................          $329.0        $198.5         $13.3     |       $18.5
                                                   ======        ======         =====     |       =====


Reciprocal Loan Agreement: Golden American maintains a reciprocal loan agreement
with ING America Insurance  Holdings,  Inc. ("ING AIH"), a Delaware  corporation
and  affiliate,  to  facilitate  the  handling of unusual  and/or  unanticipated
short-term  cash  requirements.  Under this  agreement,  which became  effective
January 1, 1998 and expires  December 31, 2007,  Golden American and ING AIH can
borrow up to  $65,000,000  from one another.  Prior to lending funds to ING AIH,
Golden American must obtain the approval from the Department of Insurance of the
State of Delaware.  Interest on any Golden American borrowings is charged at the
rate of ING AIH's cost of funds for the interest period plus 0.15%.  Interest on
any ING AIH  borrowings  is charged at a rate based on the  prevailing  interest
rate of U.S.  commercial  paper available for purchase with a similar  duration.
Under this agreement,  Golden American  incurred interest expense of $815,000 in
1999 and $1,765,000 in 1998. At December 31, 1999 and 1998,  Golden American did
not have any borrowings or receivables from ING AIH under this agreement.

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


ACC4SF-108900                                 118




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


10. RELATED PARTY TRANSACTIONS (continued)

Surplus Notes:  On December 30, 1999,  Golden  American issued an 8.179% surplus
note in the  amount of  $50,000,000  to  Equitable  Life.  The note  matures  on
December  29,  2029.  Payment  of the  note  and  related  accrued  interest  is
subordinate to payments due to policyholders,  claimant and beneficiary  claims,
as well as debts owed to all other  classes of debtors,  other than surplus note
holders,  of Golden  American.  Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance Commissioner. Under this
agreement, Golden American incurred no interest in 1999.

On December 8, 1999,  Golden American issued a 7.979% surplus note in the amount
of $35,000,000 to First Columbine Life Insurance Company ("First Columbine"), an
affiliate. The note matures on December 7, 2029. Payment of the note and related
accrued interest is subordinate to payments due to  policyholders,  claimant and
beneficiary claims, as well as debts owed to all other classes of debtors, other
than surplus note holders,  of Golden American.  Any payment of principal and/or
interest  made is  subject  to the  prior  approval  of the  Delaware  Insurance
Commissioner. Under this agreement, Golden American paid no interest in 1999.

On September 30, 1999, Golden American issued a 7.75% surplus note in the amount
of  $75,000,000  to ING AIH. The note matures on September 29, 2029.  Payment of
the  note and  related  accrued  interest  is  subordinate  to  payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors,  other than surplus note holders,  of Golden American.
Any payment of principal  and/or  interest made is subject to the prior approval
of the Delaware Insurance  Commissioner.  Under this agreement,  Golden American
incurred  interest  expense of $1,469,000 in 1999. On December 30, 1999, ING AIH
assigned the note to Equitable Life.

On December 30, 1998,  Golden American issued a 7.25% surplus note in the amount
of $60,000,000 to Equitable Life. The note matures on December 29, 2028. Payment
of the note and related  accrued  interest  is  subordinate  to payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors,  other than surplus note holders,  of Golden American.
Any payment of principal  and/or  interest made is subject to the prior approval
of the Delaware Insurance  Commissioner.  Under this agreement,  Golden American
incurred  interest  expense of $4,350,000 in 1999.  Golden American  incurred no
interest in 1998.

On December 17, 1996, Golden American issued an 8.25% surplus note in the amount
of $25,000,000 to Equitable.  The note matures on December 17, 2026.  Payment of
the  note and  related  accrued  interest  is  subordinate  to  payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors of Golden  American.  Any payment of principal  made is
subject to the prior  approval of the Delaware  Insurance  Commissioner.  Golden
American  incurred  interest  totaling  $2,063,000 in 1999,  unchanged from 1998
($344,000 and $1,720,000 for the periods  October 25, 1997 through  December 31,
1997 and January 1, 1997 through  October 24, 1997,  respectively).  On December
17, 1996, Golden American  contributed the $25,000,000 to First Golden acquiring
200,000 shares of common stock (100% of outstanding stock).

Stockholder'S  Equity:  During 1999 and 1998,  Golden American  received capital
contributions from its Parent of $121,000,000 and $122,500,000, respectively.


11. COMMITMENTS AND CONTINGENCIES

Reinsurance:  At December 31, 1999, the Companies had reinsurance  treaties with
four unaffiliated reinsurers and one affiliated reinsurer covering a significant
portion of the mortality  risks under its variable  contracts.  Golden  American
remains liable to the extent  reinsurers do not meet their obligations under the
reinsurance agreements. Reinsurance ceded in force for life mortality risks were
$119,575,000  and $111,552,000 at December 31, 1999 and 1998,  respectively.  At
December 31, 1999 and 1998,  the Companies  have a net receivable of $14,834,000
and $7,586,000,  respectively, for reserve credits, reinsurance claims, or


ACC4SF-108900                                 119




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


11. COMMITMENTS AND CONTINGENCIES (continued)

other receivables from these reinsurers comprised of $493,000 and$439,000,
respectively,  for claims recoverable from reinsurers,  $1,201,000 and $543,000,
respectively,  for a payable  for  reinsurance  premiums,  and  $15,542,000  and
$7,690,000,  respectively,  for a  receivable  from an  unaffiliated  reinsurer.
Included in the  accompanying  financial  statements are net  considerations  to
reinsurers of $9,883,000,  $4,797,000,  $326,000,  and $1,871,000 and net policy
benefits recoveries of $3,059,000,  $2,170,000, $461,000, and $1,021,000 for the
years ended  December  31,  1999 and 1998 and for the  periods  October 25, 1997
through  December  31,  1997 and  January  1, 1997  through  October  24,  1997,
respectively.

Effective  June 1, 1994,  Golden  American  entered into a modified  coinsurance
agreement with an unaffiliated reinsurer.  The accompanying financial statements
are  presented  net of the  effects  of the  treaty  which  increased  income by
$1,729,000,  $1,022,000, $265,000, and $335,000 for the years ended December 31,
1999 and 1998 and for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, respectively.

The reinsurance  treaties that covered the nonstandard  minimum guaranteed death
benefits  for new  business  have been  terminated  for  business  issued  after
December 31, 1999. The Companies are currently pursuing alternative  reinsurance
arrangements  for new business  issued after December 31, 1999.  There can be no
assurance that such alternative  arrangements will be available. The reinsurance
covering  business in force at December  31, 1999 will  continue to apply in the
future.

Guaranty Fund  Assessments:  Assessments are levied on the Companies by life and
health guaranty  associations in most states in which the Companies are licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In some
states,  these  assessments  can be partially  recovered  through a reduction in
future premium taxes.  The Companies  cannot predict  whether and to what extent
legislative  initiatives may affect the right to offset. The associated cost for
a  particular  insurance  company  can vary  significantly  based upon its fixed
account  premium  volume by line of business  and state  premiums as well as its
potential for premium tax offset. The Companies have established an undiscounted
reserve to cover such assessments,  review information regarding known failures,
and revise  estimates of future  guaranty  fund  assessments.  Accordingly,  the
Companies accrued and charged to expense an additional $3,000 and $1,123,000 for
the years ended  December  31,  1999 and 1998,  respectively,  $141,000  for the
period  October 25, 1997  through  December 31, 1997 and $446,000 for the period
January 1, 1997  through  October 24, 1997.  At December 31, 1999 and 1998,  the
Companies  have  an   undiscounted   reserve  of  $2,444,000   and   $2,446,000,
respectively,  to cover estimated future assessments (net of related anticipated
premium  tax  credits)  and has  established  an  asset  totaling  $618,000  and
$586,000,  respectively,  for assessments paid which may be recoverable  through
future premium tax offsets.  The Companies believe this reserve is sufficient to
cover expected future guaranty fund assessments based upon previous premiums and
known insolvencies at this time.

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

Vulnerability from Concentrations:  The Companies have various concentrations in
the investment  portfolio (see Note 3 for further  information).  The Companies'
asset growth, net investment income, and cash flow are primarily  generated from
the sale of variable  insurance  products and associated  future policy benefits
and separate  account  liabilities.  Substantial  changes in tax laws that would
make these  products less  attractive to consumers and extreme  fluctuations  in
interest  rates or stock  market  returns,  which may  result  in  higher  lapse
experience than assumed, could cause a severe impact to the Companies' financial
condition. Two broker/dealers,  each having at least ten percent of total sales,
generated 28% of the Companies' sales in 1999


ACC4SF-108900                                 120




                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


11. COMMITMENTS AND CONTINGENCIES (continued)

(26% and 53% by two broker/dealers during 1998 and 1997,  respectively).
The Premium Plus product generated 79% of the Companies' sales during 1999
(63% during 1998 and 11% during 1997).

Leases:  The Companies lease their home office space,  certain other  equipment,
and capitalized  computer  software under operating  leases which expire through
2018.  During the years  ended  December  31,  1999 and 1998 and for the periods
October 25, 1997 through  December 31, 1997 and January 1, 1997 through  October
24, 1997, rent expense totaled $2,273,000,  $1,241,000,  $39,000,  and $331,000,
respectively.  At December  31,  1999,  minimum  rental  payments  due under all
non-cancelable operating leases with initial terms of one year or more are: 2000
- - $3,596,000;  2001 - $3,403,000;  2002 - $2,859,000;  2003 - $2,486,000; 2004 -
$2,419,000, and 2005 and thereafter - $42,852,000.

Revolving  Note  Payable:  To  enhance  short-term   liquidity,   the  Companies
established a revolving  note payable  effective July 27, 1998 and expiring July
31, 1999 with SunTrust Bank, Atlanta (the "Bank").  The note was approved by the
Boards of  Directors  of Golden  American and First Golden on August 5, 1998 and
September  29,  1998,  respectively.  As of July 31, 1999,  the  SunTrust  Bank,
Atlanta  revolving note facility was extended to July 31, 2000. The total amount
the Companies may have outstanding is $85,000,000,  of which Golden American and
First Golden have individual  credit  sublimits of $75,000,000 and  $10,000,000,
respectively. The note accrues interest at an annual rate equal to: (1) the cost
of funds for the Bank for the period  applicable  for the advance  plus 0.25% or
(2) a rate quoted by the Bank to the Companies for the advance. The terms of the
agreement  require the Companies to maintain the minimum level of Company Action
Level Risk Based Capital as established  by applicable  state law or regulation.
During the years  ended  December  31,  1999 and 1998,  the  Companies  incurred
interest expense of $198,000 and $352,000,  respectively.  At December 31, 1999,
the Companies had a $1,400,000 note payable to the Bank under this agreement.


ACC4SF-108900                                 121










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

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


TABLE OF CONTENTS

      ITEM                                                PAGE
      Introduction                                           1
      Description of Golden American Life Insurance Company  1
      Safekeeping of Assets                                  1
      The Administrator                                      1
      Independent Auditors                                   1
      Distribution of Contracts                              1
      Performance Information                                2
      IRA Partial Withdrawal Option                          9
      Other Information                                     10
      Financial Statements of Separate Account B            10





ACC4SF-108900                                 100








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STATEMENT OF ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE
PROSPECTUS. ADDRESS THE FORM TO OUR CUSTOMER SERVICE CENTER; THE ADDRESS
IS SHOWN ON THE PROSPECTUS COVER.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

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

Please Print or Type:


               __________________________________________________
               NAME

               __________________________________________________
               SOCIAL SECURITY NUMBER

               __________________________________________________
               STREET ADDRESS

               __________________________________________________
               CITY, STATE, ZIP




108900   Access-4SF                                          12/29/00
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _













ACC4SF-108900                                 101


















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                                   APPENDIX A

                         CONDENSED FINANCIAL INFORMATION


Except for the Asset Allocation Growth, Diversified Mid-Cap, Growth and Income,
Special Situations, Investors, Large Cap Value, All Cap, ING Global Brand Names,
Prudential Jennison and the SP Jennison International Growth subaccounts which
did not commence operations as of December 31, 1999, the following tables give
(1) the accumulation unit value ("AUV"), (2) the total number of accumulation
units, and (3) the total accumulation unit value, for each subaccount of Golden
American Separate Account B available under the Contract for the indicated
periods. The subaccounts commenced operations on October 1, 1997, and started
with an accumulation unit value as shown below, except for the Growth
Opportunities and Developing Worldsubaccounts which became available for
investment on February 19, 1998 and the High Yield Bond and StocksPLUS Growth
and Income subaccounts which became available for investment on May 1, 1998.


LIQUID ASSET



- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                     AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999              $ 14.79            1,335,241         $19,754        $ 14.55              171,595           $2,497
 1998                14.33              114,958           1,647          14.11               55,847              788
 1997                13.83                3,498              48          13.65                   --               --
 10/1/97             13.71                   --              --          13.53                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $14.29              341,263          $4,877
 1998                13.88              101,998           1,416
 1997                13.44               72,123             969
 10/1/97             13.33                   --              --
- ------------------------------------------------------------------

LIMITED MATURITY BOND


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                     AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $16.72               74,720          $1,249         $16.45               15,174             $250
 1998                16.77               59,954           1,005          16.52               24,212             $400
 1997                15.91                   --              --          15.70                   --               --
 10/1/97             15.72                   --              --          15.52                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $16.15              48,448             $783
 1998                16.25              27,265              443
 1997                15.47               6,594              102
 10/1/97             15.29                  --               --
- ------------------------------------------------------------------

GLOBAL FIXED INCOME


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                     AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $11.79               10,000            $118         $11.70                6,732              $79
 1998                13.09                6,756              88          13.00                  973               13
 1997                11.87                   --              --          11.81                   --               --
 10/1/97             11.99                   --              --          11.93                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $11.60              16,001             $186
 1998                12.92              13,635              176
 1997                11.75                  --               --
 10/1/97             11.87                  --               --
- ------------------------------------------------------------------

ACC4SF-108900                                A1




FULLY MANAGED


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                     AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $21.65               59,627          $1,291         $21.29               16,637             $354
 1998                20.53               36,730             754          20.23                5,645              114
 1997                19.66                5,900             116          19.40                   --               --
 10/1/97             19.49                   --              --          19.24                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $20.91              88,167           $1,844
 1998                19.90              54,221            1,079
 1997                19.11                 927               18
 10/1/97             18.96                  --               --
- ------------------------------------------------------------------

TOTAL RETURN


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                     AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $18.06              337,234          $6,090         $17.91               38,114             $683
 1998                17.72              148,128           2,624          17.60               21,490              378
 1997                16.10               10,470             169          16.02                   --               --
 10/1/97             15.82                   --              --          15.75                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $17.77             210,313           $3,737
 1998                17.49             131,812            2,305
 1997                15.94               4,594               73
 10/1/97             15.68                  --               --
- ------------------------------------------------------------------

EQUITY INCOME


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                     AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $21.47               82,137          $1,764         $21.12               21,450             $453
 1998                21.94               20,873             458          21.61               10,722              232
 1997                20.55                1,008              21          20.28                   --               --
 10/1/97             20.55                   --              --          20.29                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $20.74              58,908           $1,222
 1998                21.26              30,935              658
 1997                19.97                 951               19
 10/1/97             19.99                  --               --
- ------------------------------------------------------------------

VALUE EQUITY


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                     AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $18.14               43,052            $781         $18.01               12,137             $219
 1998                18.31               38,546             706          18.20               13,015              237
 1997                18.28                8,379             153          18.20                2,735               50
 10/1/97             18.85                   --              --          18.78                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
1999               $17.84              54,847             $979
1998                18.06              39,739              718
1997                18.09               1,848               33
10/1/97             18.67                  --               --
- ------------------------------------------------------------------

ACC4SF-108900                                 A2




RISING DIVIDENDS


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                     AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $25.83              187,702          $4,849         $25.59               50,429           $1,291
 1998                22.61              127,282           2,878          22.43               38,436              862
 1997                20.09                4,422              89          19.96                2,343               47
 10/1/97             19.30                   --              --          19.19                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $25.31             235,428           $5,959
 1998                22.22             135,474            3,011
 1997                19.81               9,754              193
 10/1/97             19.05                  --               --
- ------------------------------------------------------------------

MANAGED GLOBAL


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                     AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $23.97              130,506          $3,128         $23.71               47,060           $1,116
 1998                14.88               97,572           1,452          14.75               15,757              232
 1997                11.67                5,054              59          11.58                2,459               28
 10/1/97             12.54                   --              --          12.45                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $23.42             139,357           $3,263
 1998                14.59              67,979              992
 1997                11.47               3,479               40
 10/1/97             12.34                  --               --
- ------------------------------------------------------------------

RESEARCH


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                     AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $28.04              150,823          $4,229         $27.80              127,318           $3,540
 1998                22.89              110,714           2,534          22.73               31,874              725
 1997                18.87               11,013             208          18.77                  188                4
 10/1/97             19.33                   --              --          19.24                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $27.58             181,319           $5,001
 1998                22.59             133,399            3,013
 1997                18.67               7,799              146
 10/1/97             19.15                  --               --
- ------------------------------------------------------------------

CAPITAL APPRECIATION


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                     AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $30.11               46,533          $1,401         $29.77               13,334             $397
 1998                24.50               22,645             555          24.26                5,934              144
 1997                22.05                  664              15          21.87                  295                6
 10/1/97             21.95                   --              --          21.78                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $29.38              71,439           $2,099
 1998                23.98              27,469              659
 1997                21.65               2,706               59
 10/1/97             21.57                  --               --
- ------------------------------------------------------------------

ACC4SF-108900                                 A3




CAPITAL GROWTH


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $21.06              167,529          $3,528         $20.94               48,822           $1,022
 1998                17.01               96,954           1,649          16.94               20,590              349
 1997                15.41               22,054             340          15.36                  393                6
 10/1/97             15.99                   --              --          15.95                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $20.82             120,704           $2,513
 1998                16.87              81,019            1,367
 1997                15.32               7,777              119
 10/1/97             15.92                  --               --
- ------------------------------------------------------------------

STRATEGIC EQUITY


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $21.92               40,286            $883         $21.78               15,633             $341
 1998                14.23               34,803             495          14.16                2,507               36
 1997                14.31                   --              --          14.26                   --               --
 10/1/97             14.14                   --              --          14.10                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $21.61             103,635           $2,240
 1998                14.07              78,636            1,107
 1997                14.20                  --               --
 10/1/97             14.04                  --               --
- ------------------------------------------------------------------

MID-CAP GROWTH


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $39.59              106,799          $4,229         $39.34               95,422           $3,753
 1998                22.43               36,892             827          22.31               11,475              256
 1997                18.52                  813              15          18.45                1,826               34
 10/1/97             18.94                   --              --          18.88                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $39.02              91,512           $3,571
 1998                22.17              27,846              617
 1997                18.36                 178                3
 10/1/97             18.79                  --               --
- ------------------------------------------------------------------

SMALL CAP


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $22.82              105,241          $2,402         $22.68               36,816             $835
 1998                15.37               50,890             782          15.30               17,135              262
 1997                12.88                1,196              15          12.84                   --               --
 10/1/97             13.85                   --              --          13.82                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $22.55             123,524           $2,785
 1998                15.23              53,468              814
 1997                12.81               6,051               77
 10/1/97             13.78                  --               --
- ------------------------------------------------------------------

ACC4SF-108900                                A4




GROWTH


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $28.62              435,689         $12,470         $28.46              152,492           $4,339
 1998                16.29               73,358           1,195          16.22               19,004              308
 1997                13.03                4,054              53          12.99               10,033              130
 10/1/97             15.18                   --              --          15.14                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $28.29             291,231           $8,240
 1998                16.16              89,016            1,438
 1997                12.96              11,500              149
 10/1/97             15.10                  --               --
- ------------------------------------------------------------------

REAL ESTATE


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $20.62                5,842            $120         $20.28                4,131              $84
 1998                21.74                4,904             107          21.42                3,606               77
 1997                25.48                  318               8          25.14                  744               19
 10/1/97             25.25                   --              --          24.92                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $19.92              21,680             $432
 1998                21.07              18,094              381
 1997                24.76                 949               23
 10/1/97             24.56                  --               --
- -----------------------------------------------------------------

HARD ASSETS


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $17.37                6,833            $119         $17.09                2,719              $46
 1998                14.28                  892              13          14.07                1,478               21
 1997                20.57                  331               7          20.29                   --               --
 10/1/97             24.00                   --              --          23.68                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $16.78               6,235             $105
 1998                13.84               5,166               71
 1997                19.99               2,508               50
 10/1/97             23.34                  --               --
- ------------------------------------------------------------------

DEVELOPING WORLD


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $11.61               19,689            $229         $11.58               13,759             $159
 1998                 7.28                  350               3           7.27                1,768               13
 2/19/98             10.00                   --              --          10.00                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $11.54              10,065             $116
 1998                 7.26                 616                4
 2/19/98             10.00                  --               --
- ------------------------------------------------------------------

ACC4SF-108900                                A5




EMERGING MARKETS


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $11.90               28,209            $336         $11.79                6,872              $81
 1998                 6.51               21,419             139           6.46                7,251               47
 1997                 8.70                6,856              60           8.64                  133                1
 10/1/97             10.72                   --              --          10.66                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $11.66              51,466             $600
 1998                 6.40              37,134              238
 1997                 8.58                 616                5
 10/1/97             10.58                  --               --
- ------------------------------------------------------------------

PIMCO HIGH YIELD BOND


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $10.24              145,283          $1,488         $10.21               35,651             $364
 1998                10.08               59,318             598          10.07               10,615              107
 5/1/98              10.00                   --              --                                  --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $10.19             109,159           $1,112
 1998                10.06              70,508              709
 5/1/98                                     --               --
- ------------------------------------------------------------------

PIMCO STOCKSPLUS GROWTH AND INCOME


- ----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
 1999               $13.13              126,402          $1,660         $13.10               31,651             $415
 1998                11.11               22,136             246          11.10                  817                9
 5/1/98              10.00                   --              --          10.00                   --               --
- ----------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
- ------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
- ------------------------------------------------------------------
                                              
 1999               $13.06             280,781           $3,668
 1998                11.09              33,250              369
 5/1/98              10.00                  --               --
- ------------------------------------------------------------------


ACC4SF-108900                                A6




- -------------------------------------------------------------------------------
                                   APPENDIX B
- -------------------------------------------------------------------------------

                        MARKET VALUE ADJUSTMENT EXAMPLES

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

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

CALCULATE THE MARKET VALUE ADJUSTMENT

1.   The  contract  value  of the  Fixed  Interest  Allocation  on the  date  of
                                            3
     surrender is $124,230 ($100,000 x 1.075 )

2.   N = 2,555 ( 365 x 7 )

                                                         2,555/365
3.   Market Value Adjustment = $124,230 x [((1.07/1.0825)         )-1] = $9,700

     Therefore, the amount paid to you on full surrender is $114,530 ($124,230 -
$9,700 ).

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

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

CALCULATE THE MARKET VALUE ADJUSTMENT

1.   The  contract  value  of the  Fixed  Interest  Allocation  on the  date  of
                                            3
     surrender is $124,230 ($100,000 x 1.075 )

2.   N = 2,555 ( 365 x 7 )
                                                         2,555/365
3.   Market Value Adjustment = $124,230 x [((1.07/1.0625)         )-1] = $6,270

     Therefore, the amount paid to you on full surrender is $130,500 ($124,230 +
$6,270 ).

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

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a withdrawal of $114,530 is requested 3
years into the guaranteed interest period; that the then Index Rate ("J") for a
7 year guaranteed interest period is 8%; and that no prior transfers or
withdrawals affecting this Fixed Interest Allocation have been made.



ACC4SF-108900                              B1




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

1.   The  contract  value  of the  Fixed  Interest  Allocation  on the  date  of
                                              3
     withdrawal is $248,459 ( $200,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )

3.   Amount that must be withdrawn =
                                        2,555/365
               [$114,530 /((1.07/1.0825)         )] = $124,230

     Then calculate the Market Value Adjustment on that amount.
                                                         2,555/365
4.   Market Value Adjustment = $124,230 x [((1.07/1.0825)         )-1] = $9,700

     Therefore, the amount of the withdrawal paid to you is $114,530, as
requested. The Fixed Interest Allocation will be reduced by the amount of the
withdrawal, $114,530, and also reduced by the Market Value Adjustment of $9,700,
for a total reduction in the Fixed Interest Allocation of $124,230.

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

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate of 7%; that a withdrawal of $130,500 requested 3 years into
the guaranteed interest period; that the then Index Rate ("J") for a 7 year
guaranteed interest period is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

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

1.   The contract value of Fixed Interest Allocation on the date of surrender is
                                3
     $248,459 ( $200,000 x 1.075 )

2.   N = 2,555 ( 365 x 7 )

3.   Amount that must be withdrawn =
                                        2,555/365
               [$130,500 /((1.07/1.0625)         )] = $124,230

     Then calculate the Market Value Adjustment on that amount.
                                                         2,555/365
4.   Market Value Adjustment = $124,230 x [((1.07/1.0625)         )-1] = $6,270

     Therefore, the amount of the withdrawal paid to you is $130,500, as
requested. The Fixed Interest Allocation will be reduced by the amount of the
withdrawal, $130,500, but increased by the Market Value Adjustment of $6,270,
for a total reduction in the Fixed Interest Allocation of $124,230.


ACC4SF-108900                                 B2




- --------------------------------------------------------------------------------
                                APPENDIX C
- --------------------------------------------------------------------------------


          WITHDRAWAL ADJUSTMENT FOR 7% SOLUTION DEATH BENEFIT EXAMPLES

EXAMPLE #1:  THE CONTRACT VALUE (AV) IS LOWER THAN THE DEATH BENEFIT

      Assume a premium payment of $100,000, AV at the time of withdrawal of
$87,000 and a 7% Solution minimum guarantee death benefit ("MGDB") at the time
of withdrawal of $127,000. A total withdrawal of $27,000 is made. The withdrawal
is a combination of Special Withdrawal and Pro-Rata Withdrawal.

Calculate the Effect of the Withdrawal

             1.   The Special Withdrawal is $7,000 (7% of $100,000).

                  MGDB after Special Withdrawal = $120,000 ($127,000-$7,000)

                  AV after Special Withdrawal = $80,000 ($87,000-$7,000)

                  The Pro-Rata Withdrawal is $20,000 ($27,000 - $7,000).

             2.   Pro-Rata Withdrawal Adjustment to MGDB =  $30,000 ($120,000
                  *  ($20,000 /$80,000))

                  MGDB after Pro-Rata Withdrawal = $90,000 ($120,000 - $30,000)

                  AV after Pro-Rata Withdrawal = $60,000 ($80,000 - $20,000)


EXAMPLE #2:  THE CONTRACT VALUE (AV) IS GREATER THAN THE DEATH BENEFIT

      Assume a premium payment of $100,000, AV at the time of withdrawal of
$167,000 and a 7% Solution minimum guarantee death benefit ("MGDB") at the time
of withdrawal of $127,000. A total withdrawal of $27,000 is made. The withdrawal
is a combination of Special Withdrawal and Pro-Rata Withdrawal.

Calculate the Effect of the Withdrawal

             1.   The Special Withdrawal is $7,000 (7% of $100,000).

                  MGDB after Special Withdrawal = $120,000 ($127,000-$7,000)

                  AV after Special Withdrawal = $160,000 ($167,000-$7,000)

                  The Pro-Rata Withdrawal is $20,000 ($27,000 - $7,000).

             2.   Pro-Rata Withdrawal Adjustment to MGDB =  $15,000 ($120,000
                  * ( $20,000 /$160,000))

                  MGDB after Pro-Rata Withdrawal = $105,000 ($120,000 - $15,000)

                  AV after Pro-Rata Withdrawal = $140,000 ($160,000 - $20,000)


ACC4SF-108900                                 C1



EXAMPLE #3:  THE CONTRACT VALUE (AV) IS EQUAL TO THAN THE DEATH BENEFIT

      Assume a premium payment of $100,000, AV at the time of withdrawal of
$127,000 and a 7% Solution minimum guarantee death benefit ("MGDB") at the time
of withdrawal of $127,000. A total withdrawal of $27,000 is made. The withdrawal
is a combination of Special Withdrawal and Pro-Rata Withdrawal.

Calculate the Effect of the Withdrawal

             1.   The Special Withdrawal is $7,000 (7% of $100,000).

                  MGDB after Special Withdrawal = $120,000 ($127,000-$7,000)

                  AV after Special Withdrawal =  $120,000 ($127,000-$7,000)

                  The Pro-Rata Withdrawal is $20,000 ($27,000 - $7,000).

             2.   Pro-Rata Withdrawal Adjustment to MGDB =  $20,000 ($120,000
                  * ($20,000 /$120,000))

                  MGDB after Pro-Rata Withdrawal = $100,000 ($120,000 - $20,000)

                  AV after Pro-Rata Withdrawal = $100,000 ($120,000 - $20,000)


ACC4SF-108900                                 C2




- -------------------------------------------------------------------------------
                               APPENDIX D
- -------------------------------------------------------------------------------

               DEATH BENEFITS FOR CONTRACT OWNERS
        WHO PURCHASED CONTRACTS PRIOR TO JANUARY 1, 2001

The following is a description of the death benefit options for contract
owners who purchased contracts prior to the effective date of this
prospectus.

Effective with the date of this prospectus, we will be designating
certain investment portfolios as "Excluded Funds".  We may add new
portfolios as Excluded Funds.  We may also reclassify an existing
portfolio as an Excluded Fund or remove such classification upon 30 days
notice to you.  Such reclassification will apply only to amounts
transferred or otherwise added to such portfolio after the effective date
of the reclassification.  Investment in Excluded Funds will impact your
death benefit. OTHER THAN AS SPECIFIED BELOW, PLEASE SEE THE PROSPECTUS
FOR A COMPLETE DESCRIPTION OF YOUR DEATH BENEFIT OPTIONS.

DEATH BENEFIT FOR EXCLUDED FUNDS
For the period of time, and to the extent, that you allocate premium or
contract value to Excluded Funds, your death benefit attributable to that
allocation will equal the contract value of that allocation.  Any
guarantee of death benefit in excess of contract value otherwise provided
with regard to allocations to Non-Excluded Funds, does not apply to
allocations to Excluded Funds. The death benefit provided under the
Contract may be reduced to the extent that you allocate premium or
contract value to Excluded Funds.

Transfers from Excluded Funds to Non-Excluded funds will reduce all death
benefit components for Excluded Funds on a pro-rata basis.  Except with
respect to any maximum guaranteed death benefit, the resulting increase
in the Non-Excluded Funds death benefit component will equal the lesser
of the reduction in the death benefit for Excluded Funds and the contract
value transferred.  With respect to the maximum guaranteed death benefit,
where applicable, the resulting increase in the Non-Excluded Funds
maximum guaranteed death benefit will equal the reduction in the maximum
guaranteed death benefit for Excluded Funds.

Transfers from Non-Excluded Funds to Excluded Funds will reduce the Non-
Excluded Funds death benefit components on a pro-rata basis.  The
resulting increase in the death benefit components of Excluded Funds will
equal the reduction in the Non-Excluded Funds death benefit components.

Adjustments for transfers involving both Excluded Funds and Special Funds
will be calculated separately from adjustments for transfers involving
Excluded Funds and Non-Special Funds, where applicable.

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

    1) the contract value;

    2) the total premium payments made under the Contract reduced by a
       pro rata adjustment for any withdrawal; or

    3) the cash surrender value.

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

    1) the contract value;

ACC4SF-108900                            D1





    2) the total premium payments made under the Contract reduced by a
       pro rata adjustment for any withdrawals;

    3) the cash surrender value; or

    4) the enhanced death benefit, which we determine as follows: we
       credit interest each business day at the 7% annual effective rate
       to the enhanced death benefit from the preceding day (which would
       be the initial premium if the preceding day is the contract date),
       then we add additional premiums paid since the preceding day, then
       we adjust for any withdrawals (including any market value
       adjustment applied to such withdrawal and any associated surrender
       charges) since the preceding day.  Special withdrawals are
       withdrawals of up to 7% per year of cumulative premiums.  Special
       withdrawals shall reduce the 7% Solution Enhanced Death Benefit by
       the amount of contract value withdrawn.  For any withdrawals in
       excess of the amount available as a special withdrawal, a pro rata
       adjustment to the death benefit is made. The maximum enhanced
       death benefit is 3 times all premium payments, adjusted to reflect
       withdrawals.*  Each accumulated initial or additional premium
       payment will continue to grow at the 7% annual effective rate
       until the maximum enhanced death is reached or the contract owner
       attains age 80, if earlier.

       *Depending on your Contract and the state of issue, this maximum
       may be 2 times all premium payments.

      Note for current Special Funds:  Certain investment portfolios and
      the Fixed Account are designated as "Special Funds" for purposes
      of calculating the 7% Solution Enhanced Death Benefit.  In
      addition to the Fixed Account, the investment portfolios
      designated currently as Special Funds are the Liquid Asset
      Portfolio and the Limited Maturity Bond Portfolio.  The actual
      interest rate used for calculating the 7% Solution Enhanced Death
      Benefit for Special Funds will be the lesser of (1) 7% and (2) the
      interest rate, positive or negative, providing a yield on the
      enhanced death benefit for Special Funds equal to the net return
      for the current valuation period on the contract value allocated
      to Special Funds. We may, with 30 days notice to you, designate
      any investment portfolio as a Special Fund on existing contracts
      with respect to new premiums added to such investment portfolio
      and also with respect to new transfers to such investment
      portfolio.  Thus selecting these investment portfolios and/or the
      Fixed Account may limit or reduce the enhanced death benefit.

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

    1) the contract value;

    2) the total premium payments made under the Contract reduced by a
       pro rata adjustment for any withdrawal;

    3) the cash surrender value; or

    4) the enhanced death benefit, which is determined as follows:  On
       each contract anniversary that occurs on or before the contract
       owner turns age 80, we compare the prior enhanced death benefit to
       the contract value and select the larger amount as the new
       enhanced death benefit.  On all other days, the enhanced death
       benefit is the following amount: On a daily basis we first take
       the enhanced death benefit from the preceding day (which would be
       the initial premium added if the preceding day is the contract
       date), then we add additional premiums paid since the preceding
       day, and then we adjust for any withdrawals on a pro rata basis
       (including any market value adjustment applied to such withdrawal
       and any associated surrender charges) since the preceding day.
       That amount becomes the new enhanced death benefit.

Under the MAX 7 ENHANCED DEATH BENEFIT, if you die before the annuity
start date, your beneficiary will receive the greater of the 7% Solution
Enhanced Death Benefit and the Annual Ratchet Enhanced Death Benefit.

ACC4SF-108900                            D2




Under this benefit option, the 7% Solution Enhanced Death Benefit and the
Annual Ratchet Enhanced Death Benefit are calculated in the same manner
as if each were the elected benefit.

Note: In all cases described above, the amount of the death benefit
      could be reduced by premium taxes owed and withdrawals not
      previously deducted.  ALL ENHANCED DEATH BENEFITS MAY NOT BE
      AVAILABLE IN EVERY STATE OR UNDER ALL CONTRACTS.


ACC4SF-108900                            D3



















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- -------------------------------------------------------------------------------
                               APPENDIX E
- -------------------------------------------------------------------------------

          OPTIONAL RIDER BENEFITS FOR CONTRACT OWNERS
        WHO PURCHASED CONTRACTS PRIOR TO JANUARY 1, 2001


The following is a description of the optional rider benefits for
contract owners who purchased contracts prior to the effective date of
this prospectus and elected an optional benefit rider.

Effective with the date of this prospectus, we will be designating
certain investment portfolios as "Excluded Funds".  We may add new
portfolios as Excluded Funds.  We may also reclassify an existing
portfolio as an Excluded Fund or remove such classification upon 30 days
notice to you.  Such reclassification will apply only to amounts
transferred or otherwise added to such portfolio after the effective date
of the reclassification.  Investment in Excluded Funds will impact the
benefit under any optional rider that you have elected. IF YOU NEVER
INVEST IN EXCLUDED FUNDS, YOUR RIDER BENEFITS WILL BE UNAFFECTED.  OTHER
THAN AS SPECIFIED BELOW, PLEASE SEE THE PROSPECTUS FOR A COMPLETE
DESCRIPTION OF YOUR OPTIONAL RIDER BENEFITS.

OPTIONAL RIDER BENEFITS FOR EXCLUDED FUNDS
For the period of time, and to the extent, that you allocate premium or
contract value to Excluded Funds, any guarantee of an optional rider
benefit does not apply to those amounts. The optional rider benefit
provided under the Contract may be reduced to the extent that you
allocate premium or contract value to Excluded Funds.

For each rider benefit component contained in your rider, a corresponding
component will be created for allocations to Excluded Funds. Transfers
from Excluded Funds to Non-Excluded funds will reduce all rider benefit
components for Excluded Funds on a pro-rata basis.  Except with respect
to any maximum guaranteed rider benefit, the resulting increase in the
Non-Excluded Funds rider benefit component will equal the lesser of the
reduction in the rider benefit component for Excluded Funds and the
contract value transferred.  With respect to the maximum guaranteed
benefit, where applicable, the resulting increase in the Non-Excluded
Funds maximum guaranteed benefit will equal the reduction in the maximum
guaranteed benefit for Excluded Funds.

Transfers from Non-Excluded Funds to Excluded Funds will reduce the Non-
Excluded Funds rider benefit component on a pro-rata basis.  The
resulting increase in the rider benefit components of Excluded Funds will
equal the reduction in the Non-Excluded Funds benefit.

Adjustments for transfers involving both Excluded Funds and Special Funds
will be calculated separately from adjustments for transfers involving
Excluded Funds and Non-Special Funds, where applicable.

OPTIONAL RIDER BENEFIT FOR NON-EXCLUDED FUNDS

A. MINIMUM GUARANTEED ACCUMULATION BENEFIT ("MGAB").  We calculate your
   MGAB as follows:

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

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

     (i)  elected the ten-year option, your MGAB Base is equal to your
          initial premium and credit, plus any additional premium and
          credit added to your Contract during the 2-year period


ACC4SF-108900                            E1





          after your rider date, reduced pro rata for any withdrawals and
          reduced for any transfers made within the last 3 years prior to
          the MGAB Benefit Date; or

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

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

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

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

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

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

    3. ANY POSITIVE DIFFERENCE IS YOUR MGAB.  If there is a MGAB, we will
       automatically credit it on the MGAB Benefit Date to the
       subaccounts in which you are invested pro rata based on the
       proportion of your contract value in the subaccounts on that date,
       unless you have previously given us other allocation instructions.
       If you do not have an investment in any subaccount on the MGAB
       Benefit Date, we will allocate the MGAB to the Liquid Asset
       subaccount on your behalf.  After the crediting of the MGAB, the
       amount of your annuity income, cash surrender value and death
       benefits will reflect the crediting of the MGAB to your contract
       value to the extent the contract value is used to determine such
       value.

B.   MINIMUM GUARANTEED INCOME BENEFIT ("MGIB"). On the MGIB Benefit
Date, we calculate your MGIB annuity income as follows:

    1. WE FIRST DETERMINE YOUR MGIB BASE.  The MGIB Base is only a
       calculation used to determine the MGIB. The MGIB Base does not
       represent a contract value, nor does it guarantee performance of
       the subaccounts in which you are invested.  It is also not used in
       determining the


ACC4SF-108900                            E2





       amount of your cash surrender value and death
       benefits.  Any reset of contract value under provisions of the
       Contract or other riders will not increase the MGIB Base or MGIB
       Base Maximum.

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

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

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

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

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

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

    2. THEN WE DETERMINE THE MGIB ANNUITY INCOME BY MULTIPLYING YOUR MGIB
       BASE (ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, SURRENDER CHARGE
       AND PREMIUM TAXES) BY THE INCOME FACTOR, AND THEN DIVIDE BY
       $1,000.

       Two MGIB Income Options are available under the MGIB Rider:

     (i)  Income for Life (Single Life or Joint with 100% Survivor) and
          10-30 Year Certain;


    (ii)  Income for a 20-30 Year Period Certain; or

   (iii)  Any other income plan offered by the Company in connection
          with the MGIB rider on the MGIB Benefit Date.

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


ACC4SF-108900                            E3




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

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

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

       (i)  your contract value is greater than zero;

      (ii)  your MGWB Withdrawal Account is greater than zero;

     (iii)  your latest allowable annuity start date has not been reached;

      (iv)  you have not elected to annuitize your Contract; and

       (v)  you have not died (unless your spouse has elected to continue
            the contract), changed the ownership of the Contract or
            surrendered the Contract.

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

  WITHDRAWAL ADJUSTMENTS.  We will reduce the MGWB Withdrawal Account by
the dollar amount of any withdrawal taken up to 7% per year of the
Eligible Payment Amount.  Any withdrawal taken in excess of 7% per year
of the Eligible Payment Amount will reduce both the MGWB Withdrawal
Account and the Eligible Payment Amount pro rata in proportion to the
percentage of contract value withdrawn. If a withdrawal reduces the MGWB
Withdrawal Account to zero, the MGWB rider terminates and no further
benefits are payable under the rider.

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

       (i)   your MGWB Withdrawal Account is greater than zero;

      (ii)   your latest allowable annuity start date has not been
              reached;

     (iii)   you have not elected to annuitize your Contract; and

      (iv)   you have not died, changed the ownership of the Contract
              or surrendered the Contract.

Once your Contract is given Automatic Periodic Benefit Status, we will
pay you the annual MGWB periodic payments, beginning on the next contract
anniversary, equal to the lesser of the remaining MGWB Withdrawal Account
or 7% annually of your Eligible Payment Amount until the earliest of (i)
your contract's latest annuity start date, (ii) the death of the owner;
or (iii) until your MGWB Withdrawal Account is


ACC4SF-108900                            E4





exhausted.  We will reduce
the MGWB Withdrawal Account by the amount of each payment.  Once your
Contract is given Automatic Periodic Benefit Status, we will not accept
any additional premium payments in your Contract and the Contract will
not provide any benefits except those provided by the MGWB rider.  Any
other rider terminates.  Your Contract will remain in Automatic Periodic
Benefit Status until the earliest of (i) payment of all MGWB periodic
payments (ii) payment of the Commuted Value (defined below) or (iii) the
owner's death has occurred.

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





ACC4SF-108900                            E5


























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                        ING  VARIABLE  ANNUITIES



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


108900  Access-4SF                                              12/29/2000




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                               ING VARIABLE ANNUITIES                          |
                      GOLDEN AMERICAN LIFE INSURANCE COMPANY                   |
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Golden American Life Insurance Company is a stock company domiciled in Delaware|
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108900 Access-SF                                                    12/29/2000 |



                             PART II
             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
     INCORPORATORS

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

     DIRECTORS' AND OFFICERS' INSURANCE

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

     SECURITIES AND EXCHANGE COMMISSION POSITION ON
     INDEMNIFICATION

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

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Not Applicable.





ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  EXHIBITS.

     1     Underwriting Agreement Between Golden American and
            Directed Services, Inc. (1)

     3(a)  Certificate of Amendment of the Restated Articles of
            Incorporation of Golden American, dated (03/01/95). (4)

     3(b)  By-Laws of Golden American, dated, (01/07/94). (4)

     3(c)  Resolution of Board of Directors for Powers of
            Attorney, dated, (04/23/99). (4)

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

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

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

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

     4(e)  Individual Deferred Combination Variable and Fixed
            Annuity Application. (5)

     4(f)  Group Deferred Combination Variable and Fixed
            Annuity Enrollment Form. (5)

     4(g)  Individual Deferred Variable Annuity Application. (5)

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

     4(i)  Minimum Guaranteed Accumulation Benefit Rider. (5)

     4(j)  Minimum Guaranteed Income Benefit Rider. (5)

     4(k)  Minimum Guaranteed Withdrawal Benefit Rider. (5)

     4(l)  Death Benefit Endorsement No.1 (7% Solution Enhanced). (5)

     4(m)  Death Benefit Endorsement No.2 (Ratchet Enhanced). (5)

     4(n)  Death Benefit Endorsement No.3 (Standard). (5)

     4(o)  Death Benefit Endorsement No.4 (Max 7 Enhanced).  (5)

     5     Opinion and Consent of Myles R. Tashman

     10(a) Participation Agreement between Golden American
            and PIMCO Variable Insurance Trust. (4)

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

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

     10(d) Asset Management Agreement between Golden American and
            ING Investment Management LLC. (4)

     10(e) Reciprocal Loan Agreement between Golden American and
            ING America Insurance Holdings, Inc. (4)

     10(f) Revolving Note Payable between Golden American and
            SunTrust Bank. (4)

     10(g) Surplus Note, dated, 12/17/96 between Golden American and
            Equitable of Iowa Companies. (7)

     10(h) Surplus Note, dated, 12/30/98 between Golden American and
            Equitable Life Insurance Company of Iowa. (7)

     10(i) Surplus Note, dated, 09/30/99 between Golden American and
            ING AIH. (7)

     10(j) Surplus Note, dated, 12/08/99 between Golden American and
            First Columbine Life Insurance Company. (6)

     10(k) Surplus Note, dated, 12/30/99 between Golden American and
            Equitable Life Insurance Company of Iowa. (6)

     10(l) Participation Agreement between Golden American and
            Prudential Series Fund, Inc. (7)

     10(m) Participation Agreement between Golden American and ING
            Variable Insurance Trust. (7)

     10(n) Amendment to the Participation Agreement between Golden
            American and Prudential Series Fund, Inc.

     10(o) Reinsurance Agreement, dated 06/30/00, between Golden
            American and Equitable Life Insurance Company of Iowa (8)

     10(p) Renewal of Revolving Note Payable between Golden American
            and SunTrust Bank as of July 31, 2000 and expiring
            July 31, 2001 (8)

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

     23(b) Consent of Ernst & Young LLP, Independent Auditors.

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

     24    Powers of Attorney.

     27    Financial Data Schedule.




(1)  Incorporated herein by reference to Amendment No. 1 to this Registration
     Statement for Golden American filed with the Securities and Exchange
     Commission on September 24, 1997 (File No. 333-28765).

(2)  Incorporated herein by reference to Amendment No. 2 to this Registration
     Statement for Golden American filed with the Securities and Exchange
     Commission on February 12, 1998 (File No. 333-28765).

(3)  Incorporated herein by reference to Amendment No. 4 to this Registration
     Statement for Golden American filed with the Securities and Exchange
     Commission on April 29, 1998 (File No. 333-28765).

(4)  Incorporated herein by reference to Amendment No. 5 to this Registration
     Statement for Golden American filed with the Securities and Exchange
     Commission on April 23, 1999 (File No. 333-28765).

(5)  Incorporated herein by reference to Amendment No. 6 to this Registration
     Statement for Golden American filed with the Securities and Exchange
     Commission on December 3, 1999 (File No. 333-28765).

(6)  Incorporated herein by reference to Amendment No. 7 to this Registration
     Statement for Golden American filed with the Securities and Exchange
     Commission on January 27, 2000 (File No. 333-28765).

(7)  Incorporated herein by reference to Amendment No. 8 to this Registration
     Statement for Golden American filed with the Securities and Exchange
     Commission on April 26, 2000 (File No. 333-28765).

(8)  Incorporated herein by reference to Amendment No. 9 to this Registration
     Statement for Golden American filed with the Securities and Exchange
     Commission on September 13, 2000 (File No. 333-28765).




(b)  FINANCIAL STATEMENT SCHEDULE.

    (1)  All financial statements are included in the Prospectus
          as indicated therein
    (2)  Schedules I, III and IV follow. All other schedules to the consolidated
         financial statements required by Article 7 of Regulation S-X are
         omitted because they are not applicable or because the information
         is included elsewhere in the consolidated financial statements or
         notes thereto.





                                         SCHEDULE I
                                   SUMMARY OF INVESTMENTS
                          OTHER THAN INVESTMENTS IN RELATED PARTIES
                                   (DOLLARS IN THOUSANDS)

                                                                                 BALANCE
                                                                                  SHEET
DECEMBER 31, 1999                                          COST 1     VALUE      AMOUNT
- -----------------------------------------------------------------------------------------
                                                                            
TYPE OF INVESTMENT
Fixed maturities, available for sale:
 Bonds:
   United States government and governmental
    agencies and authorities........................       $21,363   $21,103      $21,103
   Public utilities.................................        53,754    51,315       51,315
   Corporate securities.............................       396,494   384,272      384,272
   Other asset-backed securities....................       207,044   203,577      203,577
   Mortgage-backed securities.......................       179,397   175,054      175,054
                                                     ------------------------------------
   Total fixed maturities, available for sale.......       858,052   835,321      835,321

Equity securities:
   Common stocks: industrial,
   miscellaneous, and all other.....................        14,952    17,330       17,330

Mortgage loans on real estate.......................       100,087                100,087
Policy loans........................................        14,157                 14,157
Short-term investments..............................        80,191                 80,191
                                                     ---------------            ----------
Total investments...................................    $1,067,439              $1,047,086
                                                     ===============            ==========



Note 1: Cost is defined as original cost for common  stocks,  amortized cost for
bonds and  short-term  investments,  and unpaid  principal  for policy loans and
mortgage loans on real estate, adjusted for amortization of premiums and accrual
of discounts.








                              SCHEDULE III
                    SUPPLEMENTARY INSURANCE INFORMATION
                          (DOLLARS IN THOUSANDS)

COLUMN A        COLUMN B     COLUMN C     COLUMN D    COLUMN E   COLUMN F
- ---------------------------------------------------------------------------
                                 FUTURE
                                 POLICY
                              BENEFITS,                   OTHER
                                LOSSES,                  POLICY
                 DEFERRED        CLAIMS                  CLAIMS  INSURANCE
                   POLICY           AND    UNEARNED         AND   PREMIUMS
              ACQUISITION          LOSS     REVENUE    BENEFITS        AND
SEGMENT             COSTS      EXPENSES     RESERVE     PAYABLE    CHARGES
- ---------------------------------------------------------------------------
                                                             POST-MERGER
- ---------------------------------------------------------------------------
                                                    
YEAR ENDED
DECEMBER 31, 1999:

Life insurance  $528,957    $1,033,701      $6,300         $8      $82,935

YEAR ENDED
DECEMBER 31, 1998:

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

PERIOD
OCTOBER 25, 1997
THROUGH
DECEMBER 31, 1997:

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

                                                          POST-ACQUISITION
- ---------------------------------------------------------------------------
PERIOD
JANUARY 1, 1997
THROUGH
OCTOBER 24, 1997:

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






COLUMN A         COLUMN G    COLUMN H    COLUMN I   COLUMN J    COLUMN K
- ---------------------------------------------------------------------------

                                         AMORTIZA-
                             BENEFITS      TION OF
                              CLAIMS,     DEFERRED
                              LOSSES       POLICY
                   NET         AND         ACQUI-     OTHER
               INVESTMENT   SETTLEMENT     SITION   OPERATING   PREMIUMS
SEGMENT          INCOME      EXPENSES      COSTS    EXPENSES*    WRITTEN
- ---------------------------------------------------------------------------
                                                             POST-MERGER
- ---------------------------------------------------------------------------
                                                   
YEAR ENDED
DECEMBER 31, 1999:

Life insurance   $59,169    $182,221      $33,119   $(83,827)      --

YEAR ENDED
DECEMBER 31, 1998:

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

PERIOD
OCTOBER 25, 1997
THROUGH
DECEMBER 31, 1997:

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

                                                          POST-ACQUISITION
- ---------------------------------------------------------------------------
PERIOD
JANUARY 1, 1997
THROUGH
OCTOBER 24, 1997:

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



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








                                                        SCHEDULE IV
                                                        REINSURANCE

COLUMN A                                         COLUMN B      COLUMN C
- ----------------------------------------------------------------------------

                                                              CEDED TO
                                                   GROSS        OTHER
                                                  AMOUNT      COMPANIES
- ----------------------------------------------------------------------------
                                                       
AT DECEMBER 31, 1999:
    Life insurance in force.................  $225,000,000    $119,575,000
                                             ===============================

AT DECEMBER 31, 1998:
    Life insurance in force.................  $181,456,000    $111,552,000
                                             ===============================

AT DECEMBER 31, 1997:
    Life insurance in force.................  $149,842,000     $96,686,000
                                             ===============================





                                                        SCHEDULE IV
                                                        REINSURANCE

COLUMN A                                      COLUMN D        COLUMN E    COLUMN F
- ------------------------------------------------------------------------------------
                                                                         PERCENTAGE
                                               ASSUMED                    OF AMOUNT
                                            FROM OTHER        NET           ASSUMED
                                             COMPANIES      AMOUNT          TO NET
- ------------------------------------------------------------------------------------
                                                                       
AT DECEMBER 31, 1999:
    Life insurance in force.................      --     $105,425,000           --
                                            ========================================

AT DECEMBER 31, 1998:
    Life insurance in force.................      --      $69,904,000           --
                                            ========================================

AT DECEMBER 31, 1997:
    Life insurance in force.................      --      $53,156,000           --
                                            ========================================







ITEM 17.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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




                           SIGNATURES

As  required  by  the Securities Act of 1933, the Registrant has caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Chester and the Commonwealth
of Pennsylvania, on the 15th day of December, 2000.


                                     GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Registrant)

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

Attest: /s/ Linda E. Senker
        ------------------------
         Linda E. Senker
         Vice President and Associate
         General Counsel of Depositor

As required by the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in
the capacities indicated on December 15, 2000.

Signature                          Title

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


                              Senior Vice President and
- --------------------          Chief Financial Officer
E. Robert Koster*


                DIRECTORS OF DEPOSITOR

- -----------------------
Myles R. Tashman*


- -----------------------
Michael W. Cunningham*


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


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


       By: /s/ Linda E. Senker,   Attorney-in-Fact
           -----------------------
           Linda E. Senker
_______________________
*Executed by Linda E. Senker on behalf of those indicated pursuant
to Power of Attorney.



                                  EXHIBIT INDEX

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

5         Opinion and Consent of Myles R. Tashman                EX-5

10(n)     Amendment to the Participation Agreement btwn
           GALIC and Prudential Series Fund, Inc.                EX-10.N

23(a)     Consent of Sutherland Asbill & Brennan LLP             EX-23.A

23(b)     Consent of Ernst & Young LLP, Independent Auditors     EX-23.B

24        Powers of Attorney                                     EX-24

27        Financial Data Schedule                                EX-27