As filed with the Securities and Exchange Commission on October 25, 2001
Registration No. 333-95457
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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. 5

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

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

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

Marilyn Talman, Esq. COPY TO:
Golden American Life Insurance Company Stephen E. Roth, Esq.
1475 Dunwoody Drive Sutherland Asbill & Brennan LLP
West Chester, PA 19380 1275 Pennsylvania Avenue, N.W.
(610) 425-3516 Washington, D.C. 20004-2415
(Name and Address of Agent for Service
of Process)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practical after the effective date of the Registration Statement.

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

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

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

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

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

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Calculation of Registration Fee

Proposed Maximum Proposed Amount of
Title of Securities Amount Being Offering Price Maximum Aggregate Registration
Being Registered Registered (1) Per Unit (1) Offering Price(1) Fee(2)
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Annuity Contracts
(Interests in N/A N/A $2,927,000,000 $772,728
Fixed Account)

(1) The maximum aggregate offering price is estimated solely for the purpose
of determining the registration fee. The amount to be registered and
the proposed maximum offering price per unit are not applicable since
these securities are not issued in predetermined amounts or units.

(2) Previously paid. Additional amounts previously registered in connection
with File Nos. 333-28743, 333-51949, 333-65009 and 333-76945 were
$100, 320,000, $350,000,000, $1,050,000,000 and $630,000,000,
respectively, at registration fees of $30,400, $103,250, $309,750 and
$175,140, respectively.
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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

The Profiles and Prospectuses filed herein do not contain all of the
information permitted by Securities and Exchange Commission Regulations.
Therefore, this Registration Statement on Form S-1 for Golden American Life
Insurance Company ("Golden American") incorporates by reference the Statements
of Additional Information for Forms One and Two, and Part C (Other
Information) contained in the Registration Statement on Form N-4 (Post-
Effective Amendment No. 15, File Nos. 333-28755, 811-5626, filed
contemporaneously with this Amendment to the Registration Statement on
Form S-1, on or about the date hereof) for Golden American Separate Account B.
This information may be otained free of charge from Golden American Life
Insurance Company by calling Customer Service at 800-366-0066.

This Registration Statement contains two separate Profiles, Prospectuses and
Statements of Additional Information for the GoldenSelect PREMIUM PLUS Contract.
This Amendment to the Registration Statement contains two forms of the Profile,
Prospectus and Statement of Additional Information.

Form One describes the GoldenSelect PREMIUM PLUS Contract in its current form
and offers 46 investment options.

Form Two contains the same 46 investment options and five additional portfolios
of The Galaxy VIP Fund and was developed for a different distribution system.
Other than these differences, Form One and Form Two are identical.

PREMIUM PLUS PROFILE AND PROSPECTUS
(FORM ONE)

Premium Plus 111464

ING VARIABLE ANNUITIES

Golden American Life Insurance Company
Separate Account B of Golden American Life Insurance Company

Profile of

GOLDENSELECT PREMIUM PLUS(R)

Deferred Combination Variable and Fixed Annuity Contract

November 5, 2001

4. The Investment Portfolios

The following investment portfolios are added to the list of investment
portfolios from Section 4 of the May 1, 2001 Profile. The AIM Variable Insurance
Funds, Pioneer Variable Contracts Trust and the INVESCO Variable Investment
Funds, Inc are available under your Contract and are described in the respective
prospectuses.

AIM Variable Insurance Funds INVESCO Variable Investment Funds, Inc.
AIM V.I. Dent Demographic Trends Fund INVESCO VIF-- Financial Services Fund
INVESCO VIF -- Health Sciences Fund
Pioneer Variable Contracts Trust INVESCO VIF -- Utilities Fund
Pioneer Fund VCT Portfolio
Pioneer Mid-Cap Value VCT Portfolio

5. Expenses

The following expense information is added to the expense table in Section 5
from the May 1, 2001 Profile.

Total Annual Total Annual Total Charges at the End of:
Insurance Charges Charges 1 Year 10 Years
with w/o Total Annual with w/o with w/o with w/o
the any Investment the any the any the any
Rider Rider Portfolio Rider Rider Rider Rider Rider Rider
Investment Portfolio Charges Charge Charges Charges Charge Charges Charge Charges Charge

AIM Variable Insurance Funds
AIM V.I. Dent
Demographic Trends 3.00% 1.95% 1.45% 4.45% 3.40% $126 $116 $476 $383
Pioneer Variable Contracts Trust
Pioneer Fund VCT 3.00% 1.95% 0.93% 3.93% 2.88% $121 $110 $431 $333
Pioneer Mid-Cap
Value VCT 3.00% 1.95% 1.01% 4.01% 2.96% $122 $111 $438 $341
INVESCO Variable Investment Funds, Inc.
INVESCO VIF--
Financial Services 3.00% 1.95% 1.09% 4.09% 3.04% $123 $112 $445 $349
INVESCO VIF--
Health Sciences 3.00% 1.95% 1.07% 4.07% 3.02% $123 $112 $443 $347
INVESCO VIF--
Utilities 3.00% 1.95% 1.41% 4.41% 3.36% $126 $115 $472 $379

9. Death Benefit

The following replaces the same Earnings Multiplier Benefit Rider language in
Section 9 from the May 1, 2001 Profile. Earnings Multiplier Benefit Rider. The
earnings multiplier benefit rider is an optional rider that provides a separate
death benefit in addition to the death benefit provided under the death benefit
options described above. The rider is subject to state availability and is
available only for issues ages 75 or under. It may be added at issue of the
Contract or on the next contract anniversary following introduction of the rider
in a state, if later. The rider provides a benefit equal to a percentage of the
gain under the Contract, up to a gain equal to 150% of premiums adjusted for
withdrawals ("Maximum Base"). Currently, where the rider is added at issue, the
earnings multiplier benefit is equal to 55% (30% for issue ages 70 and above) of
the lesser of: 1) the Maximum Base; and 2) the contract value on the date we
receive written notice and due proof of death, as well as required claims forms,
minus premiums adjusted for withdrawals. If the rider is added to a Contract
after issue, the earnings multiplier benefit is equal to 55% (30% for issue ages
70 and above) of the lesser of: 1) 150% of the contract value on the rider
effective date, plus subsequent premiums adjusted for subsequent withdrawals;
and 2) the contract value on the date we receive written notice and due proof of
death, as well as required claims forms, minus the contract value on the rider
effective date, minus subsequent premiums adjusted for subsequent withdrawals.
The adjustment to the benefit for withdrawals is pro rata, meaning that the
benefit will be reduced by the proportion that the withdrawal bears to the
contract value at the time of the withdrawal.

There is an extra charge for this feature and once selected, it may not be
revoked. The earnings enhancement benefit rider does not provide a benefit if
there is no gain under the Contract. As such, the Company would continue to
assess a charge for the rider, even though no benefit would be payable at death
under the rider if there are no gains under the Contract. Please see page 5 for
a description of the earnings multiplier benefit rider charge.

The rider is available for both non-qualified and qualified contracts. Please
see the discussions of possible tax consequences in sections titled "Individual
Retirement Annuities," "Taxation of Non-Qualified Contracts," and "Taxation of
Qualified Contracts," in the prospectus.

Golden American Life Insurance Company
Separate Account B of Golden American Life Insurance Company

Deferred Combination Variable and Fixed Annuity Prospectus
GOLDENSELECT PREMIUM PLUS(R)

November 5, 2001

This prospectus incorporates by reference the complete Prospectus dated May
1, 2001 and augments it with the following changes and additional information.

This prospectus provides information that you should know before investing and
should be kept for future reference. A Statement of Additional Information
("SAI"), dated, November 5, 2001, 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 the May 1, 2001 prospectus and the SAI is made part of this
prospectus by reference.

The following investment portfolios are added to the investment portfolios
listed on the back of the front cover from the May 1, 2001 Prospectus.

A I M Advisors, Inc. INVESCO Funds Group Inc.
AIM V.I. Dent Demographic Trends Fund INVESCO VIF-- Financial Services Fund
Pioneer Investment Management, Inc. INVESCO VIF-- Health Sciences Fund
Pioneer Fund VCT Portfolio INVESCO VIF -- Utilities Fund
Pioneer Mid-Cap Value VCT Portfolio

An investment in any subaccount through the AIM Variable Insurance Funds, the
Pioneer Variable Contracts Trust or the INVESCO Variable Investment Funds, Inc.
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 AIM Variable
Insurance Funds, the Pioneer Variable Contracts Trust or the INVESCO Variable
Investment Funds, Inc.

Fees and Expenses

The following is added to the Fees and Expenses Section from the May 1, 2001
Prospectus after the listing for the ProFunds Annual Expenses.

AIM Variable Insurance Funds Annual Expenses (as a percentage of the average
daily net assets of the portfolio)(1)(2):

Total Fee Waiver and Expense Total Net
Management 12b-1 Other Portfolio Reimbursements Portfolio
Portfolio Fees Fees Expenses Expenses Expenses

AIM V.I. Dent Demographic
Trends 0.85% 0.25% 0.61% 1.71% 0.26% 1.45%

(1) Figures shown in the table are estimates for the current year and are
expressed as a percentage of the Portfolio's average daily net assets.

(2) The Portfolio's adviser has contractually agreed to waive advisory fees
(excluding interest, taxes, dividend expense on short sales, extraordinary
items and increases in expenses due to expense offset arrangements, if any)
to the extent necessary to limit the total of the Management Fees and Other
Expenses to 1.30%. Further the Portfolio's distributor has agreed to
reimburse Rule 12b-1 Distribution Plan fees to the extent necessary to
limit Total Net Portfolio Expenses to 1.45%. Pioneer Variable Contracts
Trust Annual Expenses (as a percentage of the average daily net assets of
the portfolio)(1):

Investment Total
Management 12b-1 Other Portfolio
Portfolio Fee Fee Expenses Expenses

Pioneer Fund VCT 0.65% 0.25% 0.03% 0.93%
Pioneer Mid-Cap Value VCT 0.65% 0.25% 0.11% 1.01%

(1) Fees and expenses based on portfolio's latest fiscal year ended December
31, 2000. INVESCO Variable Investment Funds, Inc. Annual Expenses (as a
percentage of the average daily net assets of the portfolio):

Management 12b-1 Other Total
Portfolio Fees Fees(1) Expenses(2)(3) Expenses

INVESCO VIF-- Financial Services 0.75% 0.00% 0.34% 1.09%
INVESCO VIF-- Health Sciences 0.75% 0.00% 0.32% 1.07%
INVESCO VIF-- Utilities 0.60% 0.00% 0.81% 1.41%

(1) Although the Funds may deduct a distribution or 12b-1 fee, the Funds
currently do not.

(2) The Funds' actual Other Expenses and Total Expenses were lower than the
figures shown because its custodian fees were reduced under an expense
offset agreement.

(3) Certain expenses of the Funds were absorbed voluntarily by INVESCO Funds
Group Inc. ("INVESCO") pursuant to a commitment between the Funds and
INVESCO. This commitment may be changed at any time following consultation
with the board of directors. After absorption, but excluding any expense
offset arrangements, the INVESCO VIF - Financial Services and the INVESCO
VIF - Health Sciences portfolios' Other Expenses and Total Expenses for the
fiscal year ended December 31, 2000 were reduced by insignificant amounts.
For the INVESCO VIF - Utilities portfolio, after absorption, but excluding
any expense offset arrangements, the portfolio's Other Expenses and Total
Expenses for the fiscal year ended December 31, 2000 were 0.62% and 1.22%,
respectively.

See the prospectuses of the AIM Variable Insurance Funds, the Pioneer Variable
Contracts Trust or the INVESCO Variable Investment Funds, Inc. for
additionalinformation on management or advisory fees and in some cases on other
portfolio expenses.

Examples:

The following examples are added to the respective Example Tables from the May
1, 2001 Prospectus.

Example 1:

1 Year 3 Years 5 Years 10 Years

AIM Variable Insurance Funds
AIM V.I. Dent Demographic Trends $126 $220 $305 $476

Pioneer Variable Contracts Trust
Pioneer Fund VCT $121 $205 $280 $431
Pioneer Mid-Cap Value VCT $122 $207 $284 $438

INVESCO Variable Investment Funds, Inc.
INVESCO VIF-- Financial Services $123 $209 $288 $445
INVESCO VIF-- Health Sciences $123 $209 $287 $443
INVESCO VIF-- Utilities $126 $219 $303 $472

Example 2:

1 Year 3 Years 5 Years 10 Years
AIM Variable Insurance Funds
AIM V.I. Dent Demographic Trends $46 $140 $235 $476

Pioneer Variable Contracts Trust
Pioneer Fund VCT $41 $125 $210 $431
Pioneer Mid-Cap Value VCT $42 $127 $214 $438

INVESCO Variable Investment Funds, Inc.
INVESCO VIF-- Financial Services $43 $129 $218 $445
INVESCO VIF-- Health Sciences $43 $129 $217 $443
INVESCO VIF-- Utilities $46 $139 $233 $472

Example 3:

1 Year 3 Years 5 Years 10 Years

AIM Variable Insurance Funds
AIM V.I. Dent Demographic Trends $116 $189 $254 $383

Pioneer Variable Contracts Trust
Pioneer Fund VCT $110 $173 $228 $333
Pioneer Mid-Cap Value VCT $111 $175 $232 $341

INVESCO Variable Investment Funds, Inc.
INVESCO VIF-- Financial Services $112 $178 $236 $349
INVESCO VIF-- Health Sciences $112 $177 $235 $347
INVESCO VIF-- Utilities $115 $187 $252 $379

Example 4:

1 Year 3 Years 5 Years 10 Years

AIM Variable Insurance Funds
AIM V.I. Dent Demographic Trends $36 $109 $184 $383

Pioneer Variable Contracts Trust
Pioneer Fund VCT $30 $93 $158 $333
Pioneer Mid-Cap Value VCT $31 $95 $162 $341

INVESCO Variable Investment Funds, Inc.
INVESCO VIF-- Financial Services $32 $98 $166 $349
INVESCO VIF-- Health Sciences $32 $97 $165 $347
INVESCO VIF-- Utilities $35 $107 $182 $379

The Trusts

The following language is added to the May 1, 2001 Prospectus describing the new
trusts.

The AIM Variable Insurance Funds is also a mutual fund whose shares are
available to separate accounts of life insurance companies, including Golden
American. The address of AIM Variable Insurance Funds is 11 Greenway Plaza,
Suite 100, Houston, TX 77046-1173.

The Pioneer Variable Contracts Trust is also a mutual fund whose shares are
available to separate accounts of life insurance companies, including Golden
American. The address of Pioneer Variable Contracts Trust is 60 State Street,
Boston, MA 02109.

INVESCO Variable Investment Funds, Inc. is also a mutual fund whose shares are
available to separate accounts of life insurance companies, including Golden
American. The address of the INVESCO Variable Investment Funds, Inc. is 7800
East Union Avenue, Denver, CO 80237.

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, and in addition to those listed in the May 1, 2001 Prospectus,
the AIM Variable Insurance Funds, the Pioneer Variable Contracts Trust, the
Board of Directors of the INVESCO Variable Investment Funds, Inc., and the
management of A I M Advisors, Inc., Pioneer Investment Management, Inc. and
INVESCO Funds Group, Inc., and any other insurance companies participating in
the Trusts will monitor events to identify and resolve any material conflicts
that may arise.

You will find more detailed information about the AIM Variable Insurance Funds,
the Pioneer Variable Contracts Trust and the INVESCO Variable Investment Funds,
Inc. and in the accompanying prospectus for each trust. You should read them
carefully before investing.

The Investment Portfolios

The following language is added to the Investment Objectives Section from the
May 1, 2001 Prospectus.

Investment Portfolio Investment Objective

AIM Variable Insurance Funds
AIM V.I. Dent Demographic Trends Seeks long-term growth of capital.
Fund Invests primarily in securities
that are likely to benefit from
changing demographic, economic and
lifestyle trends.

Pioneer Variable Contracts Trust
Pioneer Fund VCT Portfolio Seeks reasonable income and capital
growth.
Invests a major portion of its
assets in equity securities of
primarily U.S. companies, that are
reasonably priced rather than
priced to reflect premium resulting
from companies' current market
popularity.

Pioneer Mid-Cap Value VCT Portfolio Seeks capital appreciation. Invests
primarily in common stocks of
mid-size companies with market
values within the range of market
values of companies included in
Standard & Poor's MidCap 400 Index.

INVESCO Variable Investment Funds, Inc.
INVESCO VIF-- Financial Services Seeks growth.
Fund Aggressively managed and invests
primarily in equity securities of
companies involved in the financial
services sector.

INVESCO VIF -- Health Sciences Seeks growth.
Fund Aggressively managed and invests
primarily in equity securities of
companies that develop, produce or
distribute products or services
related to health care.

INVESCO VIF -- Utilities Fund Seeks growth and current income.
Aggressively managed and invests
primarily in equity securities of
companies that produce, generate,
transmit or distribute natural gas
or electricity, as well as, in
companies that provide
telecommunications services,
including local, long distance and
wireless, and excluding
broadcasting.

The following language is added to the Investment Management Fees Section from
the May 1, 2001 Prospectus.

A I M Advisors, Inc. ("AIM") serves as the overall investment advisor to the AIM
Variable Insurance Funds and is responsible for day-to-day management. AIM
supervises all aspects of fund operations. AIM has engaged H.S. Dent Advisor,
Inc. to serve as subadvisor and provide AIM with microeconomic, thematic,
demographic, lifestyle trends and sector research, custom reports and investment
and market capitalization recommendations to the fund.

Pioneer Investment Management, Inc. ("Pioneer") serves as investment adviser to
the Pioneer Variable Contracts Trust. The Pioneer Variable Contracts Trust pays
Pioneer a monthly advisory fee based on the daily net assets of each portfolio.

INVESCO Funds Group, Inc. ("INVESCO") serves as investment adviser for the
INVESCO Variable Investment Funds, Inc. INVESCO, with its affiliated companies,
directs all aspects of the management of the INVESCO Variable Investment Funds,
Inc. The INVESCO Variable Investment Funds, Inc. pays INVESCO a monthly advisory
fee based on the average daily net assets of each portfolio.

Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. In addition, three portfolios may deduct a
distribution or 12b-1 fee but currently do not. Based on actual portfolio
experience in 2000, together with estimated costs for new portfolios, total
estimated portfolio fees and charges for 2001 range from 0.55% to 1.86%. See
"Fees and Expenses" in this prospectus and the May 1, 2001 Prospectus.

The Annuity Contract

In addition to the portfolios listed in May 1, 2001, the Contract provides a
means for you to invest in one or more of the available mutual fund portfolios
of the AIM Variable Insurance Funds, the Pioneer Variable Contracts Trust and
the INVESCO Variable Investment Funds, Inc. through Separate Account B.

The following paragraph replaces the same paragraph from the May 1, 2001
Prospectus.

The Subaccounts

Each of the 45 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, the PIMCO Variable Insurance Trust, the Credit
Suisse Warburg Pincus Trust, the Pilgrim Variable Insurance Trust, the
Prudential Series Fund, the Pilgrim Variable Products Trust, the ProFunds, the
AIM Variable Insurance Funds, the Pioneer Variable Contracts Trust or the
INVESCO Variable Investment Funds, Inc.

Death Benefit Choices

The following paragraphs replace the existing Earnings Multiplier Benefit Rider
Section from the May 1, 2001 Prospectus.

Earnings Multiplier Benefit Rider. The earnings multiplier benefit rider is an
optional rider that provides a separate death benefit in addition to the death
benefit provided under the death benefit options described above. The rider is
subject to state availability and is available only for issues ages 75 or under.
It may be added at issue of the Contract or on the next contract anniversary
following introduction of the rider in a state, if later. The rider provides a
benefit equal to a percentage of the gain under the Contract, up to a gain equal
to 150% of premiums adjusted for withdrawals ("Maximum Base"). Currently, where
the rider is added at issue, the earnings multiplier benefit is equal to 55%
(30% for issue ages 70 and above) of the lesser of: 1) the Maximum Base; and 2)
the contract value on the date we receive written notice and due proof of death,
as well as required claims forms, minus premiums adjusted for withdrawals
("Benefit Base"). If the rider is added to a Contract after issue, the earnings
multiplier benefit is equal to 55% (30% for issue ages 70 and above) of the
lesser of: 1) 150% of the contract value on the rider effective date, plus
subsequent premiums adjusted for subsequent withdrawals; and 2) the contract
value on the date we receive written notice and due proof of death, as well as
required claims forms, minus the contract value on the rider effective date,
minus subsequent premiums adjusted for subsequent withdrawals ("Benefit Base").
The adjustment to the benefit for withdrawals is pro rata, meaning that the
benefit will be reduced by the proportion that the withdrawal bears to the
contract value at the time of the withdrawal.

There is an extra charge for the earnings multiplier benefit rider and once
selected, it may not be revoked. The earnings enhancement benefit rider does not
provide a benefit if there is no gain under the Contract. As such, the Company
would continue to assess a charge for the rider, even though no benefit would be
payable at death under the rider if there are no gains under the Contract.
Please see page 2 of this prospectus for a description of the charge.

The following paragraph in "Continuation after Death--Spouse" replaces the same
from the May 1, 2001 Prospectus.

The earnings multiplier benefit rider will continue, if the surviving spouse is
eligible based on his or her attained age. If the surviving spouse is older than
the maximum rider issue age, the rider will terminate. The Maximum Base and the
percentages will be reset based on the adjusted contract value. The calculation
of the benefit going forward will be: 1) based on the attained age of the spouse
at the time of the ownership change using current values as of that date; 2)
computed as if the rider was added to the Contract after issue and after the
increase; and 3) based on the Maximum Base and percentages in effect on the
original rider date. However, we may in the future permit the surviving spouse
to elect to use the then current Maximum Base and percentages in the benefit
calculation.

Charges and Fees

The following paragraph replaces the same paragraph of Trust Expenses Section
from the May 1, 2001 Prospectus. Trust Expenses Each portfolio deducts portfolio
management fees and charges from the amounts you have invested in the
portfolios. In addition, five portfolios deduct a service fee, which is used to
compensate service providers for administrative and contract holder services
provided on behalf of the portfolios, and nine 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. There are an
additional three portfolios that may deduct a distribution or 12b-1 fee but
currently do not. Based on actual portfolio experience in 2000, together with
estimated costs for new portfolios, total estimated portfolio fees and charges
for 2001 range from 0.55% to 1.86%. See "Fees and Expenses" in this prospectus.

Other Information

The following paragraph replaces the same paragraph of Experts Section from the
May 1, 2001 Prospectus.

Experts

The audited consolidated financial statements of Golden American at December 31,
2000 and 1999 and for each of the three years in the period ended December 31,
2000, and Separate Account B at December 31, 2000 and the related statements of
operations an changes in net assets for the periods disclosed in the financial
statements, 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 paragraph appears before the "Witholding" paragraph fo the
"Taxation of Qualified Contracts" Section from the May 1, 2001 Prospectus.

Separate Account Charges. It is possible that the Internal Revenue Service may
take a position that charges for certain optional benefits and riders are deemed
to be taxable distributions to you. In particular, the Internal Revenue Service
may treat the quarterly charges deducted for the earnings multiplier benefit
rider as taxable withdrawals, which might also be subject to a tax penalty if
the withdrawal occurs before you reach age 59 1/2. Although we do not believe
that the charges we deduct for the earnings multiplier benefit rider or any
other optional benefit or rider provided under the Contract should be treated as
taxable withdrawals, you should consult your tax advisor prior to selecting any
optional benefit or rider under the Contract.

The following paragraph is added following the "Individual Retirement Annuities"
paragraph of the May 1, 2001 Prospectus:

IRA's generally may not invest in life insurance contracts. We do not believe a
death benefit under an annuity contract that is equal to the greater of premiums
paid (less withdrawals) or contact value will be treated as life insurance.
However, the enhanced death benefits and earnings enhancement benefit under this
Contract may exceed the greater of premiums paid (less withdrawals) and contract
value. We have previously received IRS approval of the form of the Contract,
including the enhanced death benefit feature, for use as an IRA. The Contract
with both enhanced death benefits and the earnings multiplier benefit has been
filed with the IRS for approval for use as an IRA. However, there is no
assurance that the IRS will give this approval or that the Contract meets the
qualification requirements for an IRA. Although we regard the enhanced death
benefit options and earnings multiplier benefit as investment protection
features that should not have an adverse tax effect, it is possible that the IRS
could take a contrary position regarding tax qualification, which could result
in the immediate taxation of amounts held in the Contract and the imposition of
penalty taxes. You should consult your tax advisor if you are considering adding
an enhanced death benefit or earnings multiplier benefit to your Contract if it
is an IRA.

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MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
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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

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For the Period For the Period
January 31, For the Year For the Year For the Year October 25,
2001 through Ended Ended Ended 1997 through
June 30, December 31, December 31, December 31, December 31,
2001 2000 1999 1998 1997
-------------- ------------ ------------ ------------ --------------

Annuity and Interest
Sensitive Life

Product Charges................. $ 84,284 $ 144,877 $ 82,935 $ 39,119 $ 3,834
Net Income (Loss) before
Federal Income Tax ............. $ 19,842 $ 32,862 $ 19,737 $ 10,353 $ (279)
Net Income (Loss)................... $ 12,135 $ 19,180 $ 11,214 $ 5,074 $ (425)
Total Assets........................ $ 12,848,283 $ 11,852,677 $ 9,392,857 $ 4,754,623 $ 2,446,395
Total Liabilities................... $ 12,206,786 $ 11,235,540 $ 8,915,008 $ 4,400,729 $ 2,219,082
Total Stockholder's Equity.......... $ 641,497 $ 617,137 $ 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,
through 1996 through | 1996 through
October 24, December 31, | August 13,
1997 1996 | 1996
-------------- -------------- | ---------------

Annuity and Interest |
Sensitive Life Product Charges................... $ 18,288 $ 8,768 | $ 12,259
Net Income (Loss) before Federal Income Tax.......... $ (608) $ 570 | $ 1,736
Net Income (Loss)..................................... $ 729 $ 350 | $ 3,199
Total Assets.......................................... N/A $ 1,677,899 | N/A
Total Liabilities..................................... N/A $ 1,537,415 | N/A
Total Stockholder's Equity............................ N/A $ 140,484 | N/A

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: low
levels of inflation, moderate interest rate levels, a growing U.S. economy; 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 provided. This analysis should be read
jointly with the consolidated financial statements, related notes, and the
Cautionary Statement Regarding Forward-Looking Statements, which appear
elsewhere in this report. 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

THE FIRST SIX MONTHS OF 2001
COMPARED TO SAME PERIOD OF 2000

PREMIUMS

PERCENTAGE DOLLAR
FOR THE SIX MONTHS ENDED JUNE 30 2001 CHANGE CHANGE 2000
------- ---------- ------ ----
(Dollars in millions)

Variable annuity premiums:
Separate account................................. $ 39.2 (94.9)% $(726.5) $ 765.7
Fixed account.................................... 720.9 103.9 367.3 353.6
Total variable annuity premiums...................... 760.1 (32.1) (359.2) 1,119.3
Fixed annuity premiums............................... 1.6 -- 1.6 --
Variable life premiums............................... 1.0 -- -- 1.0
------- ----- ------- --------
Total premiums....................................... $ 762.7 (31.9)% $(357.6) $1,120.3
======= ===== ======= ========

For the Companies' variable and fixed insurance 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 premiums net of reinsurance decreased 32.1% during the first
six months of 2001 compared to the same period of 2000. This decrease is
primarily due to ceded variable annuity separate account premiums of $1.2
billion and $0.9 billion for the first six months of 2001 and 2000,
respectively, under modified coinsurance agreements. Also contributing to the
decrease in variable annuity premiums is a reduction of $462.0 million in
variable annuity separate account premiums from the Premium Plus product in the
first three months of 2001 as compared to the first three months of 2000.
Offsetting these decreases is an increase in fixed account premiums from $353.6
million in 2000 to $720.9 million in 2001. This increase is

primarily due to sales of the Guarantee product, a registered fixed annuity
product introduced in the last quarter of 2000. Sales for this product totaled
$358.0 million in the first six months of 2001. During the first six months of
2001, First Golden began selling two fixed annuity products, a Flex Annuity and
a Multi-Year Guarantee Annuity.

Premiums, net of reinsurance, for variable products from a significant
broker/dealer having at least ten percent of total sales for the six months
ended June 30, 2001 totaled $72.4 million, or 10% of total premiums ($131.4
million, or 12% from a significant broker/dealer for the six months ended June
30, 2000). Gross premiums for variable products from a significant broker/dealer
having at least ten percent of total sales for the six months ended June 30,
2001, totaled $214.6 million, or 11% of total gross premiums ($450.0 million, or
22%, from two significant broker/dealers for the six months ended June 30,
2000).

REVENUES

PERCENTAGE DOLLAR
FOR THE SIX MONTHS ENDED JUNE 30 2001 CHANGE CHANGE 2000
------- ---------- ------ ----
(Dollars in millions)

Annuity and interest sensitive life product
charges.......................................... $84.3 20.9% $14.6 $ 69.7
Management fee revenue............................... 12.4 26.2 2.6 9.8
Net investment income................................ 42.8 34.6 11.0 31.8
Realized losses on investments....................... (1.9) (27.2) 0.7 (2.6)
------ ----- ----- ------
$137.6 26.5% $28.9 $108.7
====== ===== ===== ======

Total revenues increased 26.5% in the first six months of 2001 from the same
period in 2000. Annuity and interest sensitive life product charges increased
20.9% in the first six months of 2001 due to additional fees earned from the
higher average block of business under management in the variable separate
accounts and higher surrender charges.

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 $11.5 million and $9.0 million for the first six months of 2001
and 2000, respectively. This increase was due to the increasing average assets
in the variable separate accounts and renegotiation of the fee paid by DSI to
Golden American during the third quarter of 2000.

Net investment income increased 34.6% in the first six months of 2001 due to a
growth in invested assets from June 30, 2000 mainly related to the introduction
of the Guarantee product. The Companies had $1.9 million of realized losses on
the sale of investments in the first six months of 2001, compared to losses of
$2.6 million in the same period of 2000.

EXPENSES

Total insurance benefits and expenses increased $23.3 million, or 27.4%, to
$108.2 million in the first six months of 2001 from the same period in 2000.
Interest credited to account balances decreased $9.9 million, or 9.9%, to $90.2
million in the first six months of 2001. The premium credit on the Premium Plus
product decreased $23.3 million to $50.3 million at June 30, 2001 and the bonus
interest on the fixed account decreased $0.6 million to $4.2 million at June 30,
2001. These decreases were partially offset by an increase in interest credited
due to higher average account balances associated with the Companies' fixed
account options, mainly due to the introduction of the Guarantee product.

Commissions decreased $3.6 million, or 3.2%, to $108.6 million in the first six
months of 2001. Insurance taxes, state licenses, and fees increased $0.6
million, or 21.2%, to $3.5 million in the first six months of 2001. Changes in
commissions and insurance taxes, state licenses, and fees are generally related
to changes in the level and mix or composition of fixed and variable product
sales. Most costs incurred as the result of sales have been deferred, thus
having very little impact on current earnings.

General expenses increased $16.8 million, or 41.8%, to $57.0 million in the
first six months of 2001. 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. Also contributing to this increase in general
expenses are additional cost allocations during the first six months of 2001.
The increase in general expenses was partially offset by reimbursements received
from DSI, Equitable Life Insurance Company of Iowa ("Equitable Life"), 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 the Companies.

During the first six months of 2001 and 2000, the value of purchased insurance
in force ("VPIF") was adjusted to increase amortization by $245,000 and
$707,000, respectively, to reflect changes in the assumptions related to the
timing of estimated gross profits. 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 June 30, 2001 is $2.0
million for the remainder of 2001, $3.4 million in 2002, $3.0 million in 2003,
$2.5 million in 2004, $1.8 million in 2005, and $1.4 million in 2006. Actual
amortization may vary based upon changes in assumptions and experience.

Amortization of deferred policy acquisition costs ("DPAC") decreased $6.1
million, or 17.1%, in the first six months of 2001. Deferred policy acquisition
costs decreased $72.8 million, or 74.5%, for the six months ended June 30, 2001.
The decrease in the amortization and the amount of policy acquisition costs
deferred was mainly due to an increase in the amount of deferred costs that have
been offset due to the modified coinsurance agreement entered into during the
second quarter of 2000.

Expenses and charges reimbursed to Golden American under modified coinsurance
agreements increased from $115.8 million for the six months in 2000 to $162.7
million during the first six months in 2001. This was primarily due to a
modified coinsurance agreement which was entered into during the second quarter
of 2000, with Equitable Life, an affiliate, covering a considerable portion of
Golden American's variable annuities issued after January 1, 2000, excluding
those with an interest rate guarantee. Under this reinsurance agreement, $160.9
million in expenses and charges were reimbursed during the first six months of
2001. This reimbursement offset deferred policy acquisition costs and
non-deferrable costs related to policies reinsured under this agreement.

Interest expense decreased 6.0%, or $0.6 million, to $9.5 million in the first
six months of 2001. Interest expense on a $25 million surplus note issued
December 1996 and expiring December 2026 was $1.0 million for the first six
months of 2001, unchanged from the same period of 2000. Interest expense on a
$60 million surplus note issued in December 1998 and expiring December 2028 was
$2.2 million for the first six months of 2001, unchanged from the same period of
2000. Interest expense on a $75 million surplus note, issued September 1999 and
expiring September 2029 was $2.9 million for the first six months of 2001 and
2000. Interest expense on a $50 million surplus note, issued December 1999 and
expiring December 2029 was $2.0 million for the first six months of 2001 and
$2.1 million in 2000. Interest expense on a $35 million surplus note issued
December 1999 and expiring December 2029 was $1.4 million for the first six
months of 2001 and $1.6 million in 2000. Golden American also paid $25,000 in
2001 and $284,000 in 2000 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 $1,000 and $36,000 for the first
six months of 2001 and 2000, respectively.

INCOME

Net income was $12.1 million for the first six months of 2001, an increase of
$4.0 million, or 50.2% from the same period of 2000.

Comprehensive income for the first six months of 2001 was $17.4 million, an
increase of $10.4 million from comprehensive income of $7.0 million in the same
period of 2000.

2000 COMPARED TO 1999

PREMIUMS

PERCENTAGE DOLLAR
FOR THE YEAR ENDED DECEMBER 31 2000 CHANGE CHANGE 1999
---- ---------- ------ ----
(Dollars in millions)

Variable annuity premiums:
Separate account................................. $1,307.3 (48.0)% $(1,204.4) $2,511.7
Fixed account.................................... 793.1 2.9 22.4 770.7
Total variable annuity premiums...................... 2,100.4 (36.0) (1,182.0) 3,282.4
Variable life premiums............................... 1.6 (81.8) (7.0) 8.6
-------- ----- --------- --------
Total premiums....................................... $2,102.0 (36.1)% $(1,189.0) $3,291.0
======== ===== ========= ========

For the Companies' variable insurance 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 48.0% in 2000. Excluded
from the variable annuity separate account premiums above are $1,787.9 million
and $97.9 million for the years ended December 31, 2000 and 1999, respectively,
related to modified coinsurance agreements. The fixed account portion of the
Companies' variable annuity premiums increased 2.9% in 2000. Excluding the
effect of the modified coinsurance agreements, the increase in premiums resulted
from increased sales of existing annuity products and from the introduction of a
new annuity product during 2000 called GoldenSelect Guarantee Annuity.

Variable life premiums decreased 81.8% in 2000. In August 1999, Golden American
discontinued offering variable life products, but the Companies continue to
accept additional premiums from existing policyholders.

Premiums, net of reinsurance, for variable products from a significant
broker/dealer having at least ten percent of total sales for the year ended
December 31, 2000, totaled $235.3 million, or 11% of total net premiums compared
to $918.4 million, or 28%, from two significant broker/dealers for the year
ended December 31, 1999. Gross premiums for variable products from two
significant broker/dealers having at least ten percent of total sales for the
year ended December 31, 2000, totaled $831.0 million, or 21% of total gross
premiums compared to $1,018.9 million, or 30%, from two significant
broker/dealers for the year ended December 31, 1999.

REVENUES

PERCENTAGE DOLLAR
FOR THE YEAR ENDED DECEMBER 31 2000 CHANGE CHANGE 1999
---- ---------- ------ ----
(Dollars in millions)

Annuity and interest sensitive life product
charges.......................................... $144.9 74.7% $62.0 $ 82.9
Management fee revenue............................... 23.0 106.4 11.9 11.1
Net investment income................................ 64.1 8.4 4.9 59.2
Realized losses on investments....................... (6.6) (124.2) (3.7) (2.9)
------ ------ ----- ------
$225.4 50.0% $75.1 $150.3
====== ====== ===== ======

Total revenues increased 50.0%, or $75.1 million, to $225.4 million in 2000.
Annuity and interest sensitive life product charges increased 74.7%, or $62.0
million, to $144.9 million in 2000, 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, a
wholly owned subsidiary of EIC. The fee paid to Golden American for these
services, which is calculated as a percentage of average assets in the variable
separate accounts, was $21.3 million for 2000 and $10.1 million for 1999. This
increase is due

to the increasing assets in the separate
accounts and renegotiation of the fee paid by DSI to Golden American.

Net investment income increased 8.4%, or $4.9 million, to $64.1 million in 2000
from $59.2 million in 1999, due to increasing investment yields, as well as a
larger average amount of assets backing the fixed account options within the
variable products.

During 2000, the Companies had net realized losses on investments of $6.6
million, mainly due to sales of fixed maturities, including a $142,000 write
down of an impaired fixed maturity. In 1999, the Companies had net realized
losses on investments of $2.9 million, including a $1.6 million write down of
two impaired fixed maturities.

EXPENSES

PERCENTAGE DOLLAR
FOR THE YEAR ENDED DECEMBER 31 2000 CHANGE CHANGE 1999
---- ---------- ------ ----
(Dollars in millions)

Insurance benefits and expenses:
Annuity and interest sensitive life benefits:
Interest credited to account balances.......... $195.1 11.3% $ 19.8 $175.3
Benefit claims incurred in excess of
account balances............................. 4.9 (22.4) (1.4) 6.3
Underwriting, acquisition, and insurance
expenses:
Commissions.................................... 213.7 13.4 25.3 188.4
General expenses............................... 84.9 41.1 24.7 60.2
Insurance taxes, state licenses, and fees...... 4.5 12.5 0.5 4.0
Policy acquisition costs deferred.............. (168.4) (51.4) 178.0 (346.4)
Expenses and charges reimbursed under
modified coinsurance agreements.............. (225.8) 2,341.7 (216.6) (9.2)
Amortization:
Deferred policy acquisition costs............ 55.2 66.5 22.1 33.1
Value of purchased insurance in force........ 4.8 (23.0) (1.4) 6.2
Goodwill..................................... 3.8 -- -- 3.8
------ ------- ------ ------
$172.7 41.9% $ 51.0 $121.7
====== ======= ====== ======

Total insurance benefits and expenses increased 41.9%, or $51.0 million, in 2000
from $121.7 million in 1999. Interest credited to account balances increased
11.3%, or $19.8 million, in 2000 from $175.3 million in 1999. The premium credit
on the Premium Plus variable annuity product increased $8.2 million to $132.0
million at December 31, 2000. The remaining increase in interest credited
relates to higher average account balances and higher average credited rates
associated with the Companies' fixed account options within the variable
products.

Commissions increased 13.4%, or $25.3 million, in 2000 from $188.4 million in
1999 due to increased sales of the fixed and separate account options in 2000.
Insurance taxes, state licenses, and fees increased 12.5%, or $0.5 million, in
2000 from $4.0 million in 1999. Changes in commissions and insurance taxes,
state licenses, and fees are generally related to changes in the level and
composition of variable product sales. Most costs incurred as the result of
sales have been deferred, thus having very little impact on current earnings.

General expenses increased 41.1%, or $24.7 million, in 2000 from $60.2 million
in 1999. Management expects general expenses to continue to increase in 2001 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 Insurance Company of
Iowa ("Equitable Life"), an affiliate, 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.

The Companies' previous balances of DPAC, 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 2000, VPIF
established at the merger date of the Companies' Parent and ING, was adjusted to
reduce amortization by $1.6 million to reflect changes in the assumptions
related to the timing of estimated gross profits. During 1999, VPIF was adjusted
to increase amortization by $0.7 million to reflect changes in the assumptions
related to the timing of future gross profits. Amortization of DPAC increased
$22.1 million, or 66.5%, in 2000. This increase resulted from a growth in
deferred policy acquisition costs generated by expenses associated with the
large sales volume experienced since December 31, 1999. Deferred policy
acquisition costs decreased $178.0 million or 51.4% for the year ended December
31, 2000. This decrease was due to a modified coinsurance agreement which was
entered into during the second quarter of 2000, and which resulted in a $223.7
million decrease in deferred policy acquisition costs. 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, 2000, is $3.9 million in 2001, $3.6 million in 2002, $3.0
million in 2003, $2.4 million in 2004, and $1.9 million in 2005. Actual
amortization may vary based upon changes in assumptions and experience.

Expenses and charges reimbursed under modified coinsurance agreements increased
by $216.6 million to $225.8 million during 2000 as compared to the year ended
December 31, 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, covering a part of the business issued after January 1, 2000.
This reinsurance agreement contributed $218.8 million to expenses and charges
reimbursed under modified coinsurance agreements during the year ended December
31, 2000. This was offset by a corresponding decrease in deferred policy
acquisition costs and reimbursement of non-deferrable costs related to policies
reinsured under this agreement.

Interest expense increased 123.4%, or $11.0 million, in 2000 from $8.9 million
in 1999. 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, 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 $4.4 million
for the year ended December 31, 2000, unchanged from the same period of 1999.
Interest expense on a $75 million surplus note, issued September 30, 1999 and
expiring September 29, 2029 was $5.8 million for the year ended December 31,
2000, and $1.5 million for the year ended December 31, 1999. Interest expense on
a $50 million surplus note, issued December 1999 and expiring December 2029 was
$4.1 million for the year ended December 31, 2000. Interest expense on a $35
million surplus note issued December 1999 and expiring December 2029 was $3.0
million for the year ended December 31, 2000. Golden American also paid $0.4
million in 2000 and $0.8 million in 1999 to ING AIH for interest on a
reciprocal loan agreement. Interest expense on a revolving note payable
with SunTrust Bank, Atlanta was $0.1 million and $0.2 million for the years
ended December 31, 2000 and 1999, respectively.

INCOME. Net income for 2000 was $19.2 million, an increase of $8.0 million from
$11.2 million for 1999.

Comprehensive income for 2000 was $24.3 million, an increase of $21.3 million
from comprehensive income of $3.0 million for 1999.

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
======== ===== ======== ========

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............................... 11.1 131.2 6.3 4.8
Net investment income................................ 59.2 39.3 16.7 42.5
Realized gains (losses) on investments............... (2.9) 93.3 (1.4) (1.5)
------- ----- ----- ----
$ 150.3 77.0% $65.4 84.9
======= ===== ===== ====

Total revenues increased 77.0%, or $65.4 million, to $150.3 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 $11.1
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.

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.

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.......... $ 175.3 84.7% $ 80.4 $ 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
Expenses and charges reimbursed under
modified coinsurance agreements................ (9.2) 64.3 (3.6) (5.6)
------- ----- ----- ------
$ 121.7 73.6% $51.6 $ 70.1
======= ===== ===== ======

Total insurance benefits and expenses increased 73.6%, or $51.6 million, in 1999
from $70.1 million in 1998. Interest credited to account balances increased
84.7%, or $80.4 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.

The Companies' previous balances of DPAC, 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.

Expenses and charges reimbursed under modified coinsurance agreements increased
by $3.6 million due primarily to income received under a modified reinsurance
agreement with an unaffiliated reinsurer.

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 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 Life.

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.

FINANCIAL CONDITION

RATINGS. Currently, the Companies' ratings are A+ by A. M. Best Company, AA+ by
Fitch IBCA, 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 increased 50.1% and 48.4%, respectively, during
the first six months of 2001 after decreasing slightly in 2000. All of the
Companies' investments, other than mortgage loans on real estate, are carried at
fair value in the Companies' financial statements. The increase in the carrying
value of the Companies' investment portfolio was due mainly to net purchases, as
well as changes in unrealized appreciation and depreciation of fixed maturities.
Growth in the cost basis of the Companies' investment portfolio resulted from
the investment of premiums from the sale of the Companies' fixed account options
due mainly to the introduction of the Guarantee product. The Companies manage
the growth of insurance operations in order to maintain adequate capital ratios.
To support the fixed account options of the Companies' insurance products, cash
flow was invested primarily in fixed maturities and mortgage loans on real
estate.

At June 30, 2001 and December 31, 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 100.4% and 99.3% of amortized
cost value at June 30, 2001 and December 31, 2000, respectively.

Fixed Maturities: At June 30, 2001, the Companies had fixed maturities with an
amortized cost of $1.2 billion and an estimated fair value of $1.2 billion. The
Companies classify 100% of securities as available for sale. Net unrealized
appreciation of fixed maturities of $5.2 million was comprised of gross
appreciation of $13.9 million and gross depreciation of $8.7 million. Net
unrealized holding gains on these securities, net of adjustments for VPIF, DPAC,
and deferred income taxes of $1.2 million, were included in stockholder's equity
at June 30, 2001.

At December 31, 2000, the Companies had fixed maturities with an amortized cost
of $798.8 million and an estimated fair value of $792.6 million. The Companies
classify 100% of securities as available for sale. Net unrealized depreciation
of fixed maturities of $6.2 million comprised of gross appreciation of $5.8
million and gross depreciation of $12.0 million. Depreciation of $1.5 million
was included in stockholder's equity at December 31, 2000 (net of adjustments of
$0.8 million to VPIF, $3.1 million to DPAC, and $0.8 million to deferred taxes).

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") ($589.9
million or 48.1% at June 30, 2001 and $519.9 million or 65.1% at December 31,
2000), that are rated BBB+ to BBB- by Standard & Poor's ($239.7 million or 19.6%
at June 30, 2001 and $117.9 million or 14.7% at December 31, 2000), and below
investment grade securities, which are securities issued by corporations that
are rated BB+ and lower by Standard & Poor's ($118.5 million or 9.6% at June 30,
2001 and $53.5 million or 6.7% at December 31, 2000). Securities not rated by
Standard & Poor's had a National Association of Insurance Commissioners ("NAIC")
rating of 1, 2, 3, 4, 5, or 6 ($278.0 million or 22.7% at June 30, 2001 and
$106.9 million or 13.4% at December 31, 2000). The Companies' fixed maturity
investment portfolio had a combined yield at amortized cost of 6.9% and 6.8% at
June 30, 2001 and December 31, 2000, respectively.

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 June 30, 2001, the amortized cost value of the Companies' total investments
in below investment grade securities, excluding mortgage-backed securities, was
$133.3 million, or 8.9%, of the Companies' investment portfolio ($65.1 million,
or 6.4% at December 31, 2000). The Companies do not expect the percentage of the
portfolio invested in below investment grade securities, excluding
mortgage-backed securities, to exceed 10% of the investment portfolio. At June
30, 2001, the yield at amortized cost on the Companies' below investment grade
portfolio was 8.4% compared to 6.9% for the Companies' investment grade
corporate bond portfolio. At December 31, 2000, the yield at amortized cost on
the Companies' below investment grade portfolio was 8.2% compared to 6.6% for
the Companies' investment grade corporate bond portfolio. The Companies estimate
the fair value of the below investment grade portfolio was $131.2 million, or
98.4% of amortized cost value, at June 30, 2001 ($60.2 million, or 92.6% of
amortized cost value, at December 31, 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 six months of 2001 and the year ended December 31, 2000, fixed
maturities designated as available for sale with a combined amortized cost of
$233.3 million and $211.3 million, respectively, were sold, called, or repaid by
their issuers. In total, net pre-tax losses from sales, calls, and repayments of

fixed maturities amounted to $0.5 million in the first six months to June 2001.
During the first six months of 2001, Golden American determined that the
carrying value of three impaired bonds exceeded their estimated net realizable
value. As a result, at June 30, 2001, Golden American recognized a total pre-tax
loss of approximately $679,000 to reduce the carrying value of the bonds to
their net realizable value of $365,000. For year ended December 31, 2000, net
pre-tax losses from sales, calls, and repayment of fixed maturities amounted to
$6.1 million, excluding the $142,000 pre-tax loss recognized in June 2000 to
reduce the carrying value of an impaired bond to its net realizable value of
$315,000.

Equity Securities: As of December 31, 2000, equity securities at market
represent 0.7% of the fair value of the Companies' investment portfolio. At
December 31, 2000, the Companies owned equity securities with a cost of $8.6
million and an estimated fair value of $6.8 million. Net unrealized depreciation
of equity securities was comprised entirely of gross depreciation of $1.8
million. Equity securities are primarily comprised of investments in shares of
the mutual funds underlying the Companies' registered separate accounts.

Mortgage Loans on Real Estate: Mortgage loans on real estate represent 10.0% and
9.9% of the Companies' investment portfolio at June 30, 2001 and December 31,
2000, respectively. Mortgages outstanding were $150.6 million at June 30, 2001
with an estimated fair value of $151.1 million. Mortgages outstanding at
amortized cost were $99.9 million at December 31, 2000 with an estimated fair
value of $100.5 million. The Companies' mortgage loan portfolio includes 60
loans with an average size of $2.5 million at June 30, 2001. The Companies'
mortgage loans on real estate are typically secured by occupied buildings
in major metropolitan locations and not speculative
developments and are diversified by type of property and
geographic location. Mortgage loans on real estate have been analyzed
by geographical location with concentrations by state identified as
Ohio (17% in 2001 and 4% in 2000) and California (16% in 2001 and 15% in 2000).
There are no other concentrations of mortgage loans on real estate in any state
exceeding ten percent at June 30, 2001 and December 31, 2000. Mortgage loans on
real estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (24% in 2001 and 29% in 2000),
industrial buildings (27% in 2001 and 35% in 2000), retail facilities (24% in
2001 and 18% in 2000), and multi-family apartments (21% in 2001 and 10% in
2000). At June 30, 2001 and December 31, 2000, the yield on the Companies'
mortgage loan portfolio was 7.1% and 7.3%, respectively.

Mortgage loans on real estate represent 9.9% of the Companies' investment
portfolio. Mortgages outstanding at amortized cost were $99.9 million at
December 31, 2000 with an estimated fair value of $100.5 million. The Companies'
mortgage loan portfolio includes 56 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. Mortgage loans on
real estate have been analyzed by geographical location with concentrations by
state identified as California (15% in 2000 and 12% in 1999), and Utah (9% in
2000, 10% in 1999). There are no other concentrations of mortgage loans on real
estate in any state exceeding ten percent at December 31, 2000 and 1999.
Mortgage loans on real estate have also been analyzed by collateral type with
significant concentrations identified in office buildings (29% in 2000, 34% in
1999), industrial buildings (35% in 2000, 33% in 1999), retail facilities (18%
in 2000, 19% in 1999), and multi-family apartments (10% in 2000 and 10% in
1999). At December 31, 2000, the yield on the Companies' mortgage loan portfolio
was 7.3%.

At June 30, 2001 and December 31, 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 Companies have experienced a historically low default rate in their mortgage
loan portfolios.

OTHER ASSETS. Reinsurance recoverables increased $9.4 million during the first
six months of 2001 and $19.1 million during 2000, due largely to an increase of
$6.8 million during the first six months of 2001 and $14.6 million during 2000
in reinsurance reserves from an intercompany reinsurance agreement between
Golden American and Security Life of Denver International Limited. On December
28, 2000, effective January 1, 2000, Golden American entered into a reinsurance
agreement with Security Life of Denver International Limited, an affiliate,
covering variable annuity minimum guaranteed death benefits and minimum
guaranteed living benefits. The remainder of the increase in 2000 was mainly due
to an increase in reinsurance receivable from surrenders, and was consistent
with an increase in ceded premiums from 1999 to 2000.

Amounts due from affiliates were $68,000 and $38.8 million at June 30, 2001 and
December 31, 2000, respectively. At December 31, 2000, the companies had a
receivable of $35.0 million related to a capital contribution from its parent
Equitable of Iowa. Most of the remaining balance at December 31, 2000 was due to
receivable for management fee revenues. The increase was due to higher
management fees in the current year as well as the timing of the receivable
settlement.

Accrued investment income decreased $1.6 million during 2000, due to a shift
from long-term to short-term investments at December 31, 2000 as compared to
December 31, 1999.

DPAC represents certain deferred costs of acquiring new insurance business,
principally first year commissions and interest bonuses, premium credits, and
other expenses related to the production of new business after the acquisition
of Equitable of Iowa and its subsidiaries by ING Groep N.V. ("ING Group") on
October 24, 1997 (the "acquisition date"). The Companies' previous balances of
DPAC and VPIF were eliminated as of the acquisition date, and an asset
representing VPIF was established for all policies in force at the acquisition
date. VPIF is amortized into income in proportion to the expected gross profits
of in force acquired business in a manner similar to DPAC amortization. Any
expenses which vary directly with the sales of the Companies' products are
deferred and amortized. At June 30, 2001, the Companies had DPAC and VPIF
balances of $624.6 million and $22.3 million, respectively ($635.1 million and
$25.9 million, respectively, at December 31, 2000). During the first

six months of 2001 and 2000, VPIF was adjusted to increase amortization by
$245,000 and by $707,000, respectively, to reflect changes in the assumptions
related to the timing of estimated gross profits.

Goodwill totaling $151.1 million, representing the excess of the acquisition
cost over the fair value of net assets acquired, was established at the merger
date. Accumulated amortization of goodwill as of June 30, 2001 and December 31,
2000 was $13.9 million and $11.9 million, respectively.

Other assets increased $22.3 million during first six months of 2001 and $29.5
million during 2000, due mainly to increases in the receivable for securities
sold.

At June 30, 2001, the Companies had $10.4 billion of separate account assets
compared to $9.8 billion at December 31, 2000. At December 31, 2000, the
Companies had $9.8 billion of separate account assets compared to $7.6 billion
at December 31, 1999. The increase in separate account assets resulted from
sales of the Companies' variable annuity products, net of redemptions and
reinsurance, and from net policyholder transfers to the separate account options
from the fixed account options within the variable products. The increase was
partially offset by negative equity market returns.

At June 30, 2001, the Companies had total assets of $12.8 billion, an 8.4%
increase from December 31, 2000. At December 31, 2000, the Companies had total
assets of $11.9 billion, a 26.2% increase from December 31, 1999.

LIABILITIES. During the six months ended June 30, 2001, future policy benefits
for annuity and interest sensitive life products increased $393.9 million, or
37.1%, to $1.5 billion reflecting net sales of the Companies' fixed account
net of transfers to the separate account options.

During the year ended December 31, 2000, future policy benefits for annuity and
interest sensitive life products increased $29.2 million, or 2.8%, to $1.1
billion reflecting mainly an increase in reserves due to the introduction of
minimum guaranteed living benefits as new riders available to policyholders as
of February, 2000 on certain variable products. Sales, net of redemptions and
reinsurance, and increased transfer activity to the separate account options
accounted for the $2.2 billion, or 30.0%, increase in separate account
liabilities to $9.8 billion at December 31, 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, 7.979% 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, 7.25% surplus note to Equitable Life, which
matures on December 29, 2028. On December 17, 1996, Golden American issued a $25
million, 8.25% surplus note to Equitable Life, which matures on December 17,
2026. As a result of the merger of Equitable Life into EIC, the surplus note is
now payable to EIC.

Amounts due to affiliates decreased $4.8 million or 24.0% to $15.1 million
during the first six months of 2001. This is mainly due to the partial cash
settlement of a liability for the modified coinsurance agreement with Equitable
Life.

During the year ended December 31, 2000, amounts due to affiliates increased by
$7.2 million from $12.7 million at December 31, 1999 to $19.9 million at
December 31, 2000. This was mainly due to the overpayment of the cash settlement
for the modified coinsurance agreement with an affiliate.

Other liabilities increased $42.0 million or 60.6% to $111.4 million during the
first six months of 2001 due to the increase in the payable for securities
purchased. Other liabilities increased $16.2 million from $53.2 million at
December 31, 1999, due primarily to the timing of the settlement of account
transfers, an increase in outstanding checks, and an increased pension
liability, partly offset by a decrease in the payable for securities purchased.

The Companies total liabilities increased $971.2 million or 8.6%, during the
first six months 2001 and totaled $12.2 billion at June 30, 2001. In conjunction
with the volume of variable annuity sales, the Companies' total liabilities
increased $2.3 billion, or 26.0%, during 2000 and totaled $11.2 billion at
December 31, 2000.

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 $115.0 million, or
24.5%, from December 31, 1999 to $583.6 million at December 31, 2000, due to
capital contributions from the Parent.

LIQUIDITY AND CAPITAL RESOURCES

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

Net cash provided by operating activities was $165.0 million in the first six
months of 2001 compared to net cash provided by operating activities of $33.3
million in the same period of 2000. Net cash provided by operating activities
was $72.7 million in 2000 compared to net cash used by operating activities of
$74.0 million in 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 commissions and other deferrable expenses related to the continued growth
in the variable annuity products. For the six months ended June 30, 2001 and
2000, negative operating cash flows have been offset by the effects of a
modified coinsurance agreement entered into during the second quarter of 2000
with Equitable Life. This resulted in a net cash settlement of $160.9 million in
the first six months of 2001. For the six months ended June 30, 2000, this
modified coinsurance resulted in a net cash settlement of $111.8 million. Also
contributing to this increase in net cash provided by operating activities is an
increase in the payable for securities purchased at June 30, 2001. During 2000,
these negative cash flows were offset by the effects of a modified coinsurance
agreement entered into with an affiliate which resulted in the reimbursement of
policy acquisition costs incorporated in a net cash settlement of $218.8
million. This was partially offset also by the use of cash from increases in
reinsurance recoverable, due from affiliates and other assets.

Net cash used in investing activities was $486.4 million during the first six
months of 2001 compared to net cash provided by investing activities of $39.5
million in the same period of 2000. This increase in the net cash used in
investing activities is primarily due to net purchases of fixed maturities and
mortgage loans on real estate during the first six months of 2001 versus net
sales in 2000. Net purchases of fixed maturities reached $428.6 million during
the first six months of 2001 versus net sales of $22.2 million in the same
period of 2000. Net purchases of mortgage loans on real estate reached $50.9
million in the first six months of 2000 versus net purchases of $5.6 million
during the same period in 2000. These investment purchases were mainly due to an
increase in sales of the Companies fixed account options, primarily from the
introduction of the Guarantee product in the fourth quarter of 2000.

Net cash provided by investing activities was $28.0 million during 2000 as
compared to net cash used in investing activities of $177.5 million in 1999.
This increase is primarily due to lower purchases of fixed maturities during
2000 than in 1999. Net sales of fixed maturities totaled $51.1 million in 2000
versus net purchases of $124.0 million in 1999. This change was mainly due to
the relatively constant level policyholder account balances in the fixed account
options during 2000 as compared to an increase during 1999, combined with a
shift toward short-term investments.

Net cash provided by financing activities was $309.4 million during the first
six months of 2001 compared to net cash used in financing activities of $25.7
million during the same period in 2000. In the first six months of 2001, net
cash provided by financing activities was positively impacted by net fixed
account deposits of $663.5 million compared to $267.8 million in the same period
of 2000 due primarily to the introduction of the Guarantee product in the fourth
quarter of 2000. In addition, there was a decrease of $49.6 million in net
reallocations to Separate Accounts. In the first six months of 2001, net cash
provided by financing activities was negatively impacted by a decrease in
capital contributions from the Parent as well as a decrease in the amount of
proceeds received from reciprocal loan agreement borrowings. The Companies
received $7.0 million and $80.0 million of capital contributions from the Parent
in the first six months of 2001 and 2000, respectively. During the first six
months of 2000, the Companies received a net amount of $40.0 million from
reciprocal loan agreement borrowings.

Net cash used by financing activities was $51.9 million during 2000 as compared
to net cash provided by financing activities of $259.2 million during the prior
year. In 2000, net cash provided by financing activities was positively impacted
by net fixed account deposits of $660.4 million compared to $627.1 million in
1999. This increase was more than offset by net reallocations to the Companies'
separate accounts, which increased to $825.9 million from $650.3 million during
the prior year. In 2000, another important source of cash provided by financing
activities was $115.0 million in capital contributions from the Parent compared
to $121.0 million in 1999. Another source of cash provided by financing
activities during 1999 was $160.0 million in proceeds from surplus notes. No
surplus notes were issued during 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, which expires on December 31, 2007. In addition, the
Companies have established an $85.0 million revolving note facility with
SunTrust Bank, Atlanta. This revolving note payable was amended and restated in
April 2001 with an expiration date of May 31, 2002. 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 before reinsurance. It is anticipated that a continuation
of capital contributions from the Parent, the issuance of additional surplus
notes, and/or the use of modified coinsurance agreements will cover these net
cash outflows. ING AIH is committed to the sustained growth of Golden American.
During 2001, ING AIH will maintain Golden American's statutory capital and
surplus at the end of each quarter at a level such that: 1) the ratio of Total
Adjusted Capital divided by Company Action Level Risk Based Capital exceeds
300%; 2) the ratio of Total Adjusted Capital (excluding surplus notes) divided
by Company Action Level Risk Based Capital exceeds 200%; and 3) Golden
American's statutory capital and surplus exceeds the "Amounts Accrued for
Expense Allowances Recognized in Reserves" as disclosed on page 3, Line 13A of
Golden American's statutory statement.

During the first quarter of 1999, Golden American's operations were moved to
a new site in West Chester, Pennsylvania. Currently, Golden American occupies
125,000 square feet of leased space. Golden American's New York subsidiary
is housed in leased space in New York, New York. The Companies intend to
spend approximately $3.9 million on capital needs for 2001.

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 2001, 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 2001.

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

Reinsurance: Golden American has reinsurance treaties with five unaffiliated
reinsurers and three affiliated reinsurers covering a significant portion of the
mortality risks and guaranteed death and living benefits under its variable
contracts. Golden American remains liable to the extent its reinsurers do not
meet their obligations under the reinsurance agreements.

On December 28, 2000, Golden American entered into a reinsurance agreement with
Security Life of Denver International Limited, an affiliate, covering variable
annuity minimum guaranteed death benefits and minimum guaranteed living benefits
of variable annuities issued on or after January 1, 2000. An irrevocable letter
of credit was obtained through Bank of New York in the amount of $25,000,000
related to this agreement.

On December 29, 2000, First Golden entered into a reinsurance treaty with London
Life Reinsurance Company of Pennsylvania, an unaffiliated reinsurer, covering
the minimum guaranteed death benefits of First Golden's variable annuities
issued on or after January 1, 2000.

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
and guaranteed living benefits that depend on the performance of the variable
separate accounts. Currently, the majority of death and living benefit risks are
reinsured, which protects the Companies from adverse mortality experience and
prolonged capital market decline.

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

management is to maximize returns, taking into account interest rate and credit
risks, as well as other risks. The Companies' asset/liability management
discipline includes strategies to minimize exposure to loss as interest rates
and economic and market conditions change.

On the basis of these analyses, management believes there is no material
solvency risk to the Companies. With respect to a 10% drop in equity values from
year end 2000 levels, variable separate account funds, which represent 88% of
the in force as of June 30, 2001, 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 year end 2000 levels,
the remaining 12% of the in force as of June 30, 2001 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 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 620 sales
agreements with broker-dealers, seven of whom, Locust Street Securities, Inc.,
Vestax Securities Corporation, Compu Life Investors Services, Inc., IFG Network
Securities, Inc., Multi-Financial Securities Corporation, Primevest Financial
Services and Washington Square Securities, Inc. are affiliates of Golden
American. As of December 31, 2000, one broker-dealer produces 10% or more of
Golden American's product sales net of reinsurance.

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 over 2500 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.

AGREEMENTS WITH AFFILIATES. Pursuant to a service agreement between Golden
American and Equitable Life, Equitable Life provides certain administrative,
financial and other services to Golden American. Equitable Life billed Golden
American and its subsidiary First Golden American Life Insurance Company of New
York ("First Golden") $0.2 million for the first six months of 2001, $1.3
million for 2000, and $1.3 million for 1999 under this service agreement.

Golden American provides to DSI certain of its personnel to perform management,
administrative and clerical services and the use of certain facilities. Golden
American charges DSI for such expenses and all other general and administrative
costs, first on the basis of direct charges when identifiable, and the remainder
allocated based on the estimated amount of time spent by Golden American's
employees on behalf of DSI. In the opinion of management, this method of cost
allocation is reasonable. In 1995, the service agreement between DSI and Golden
American was amended to provide for a management fee from DSI to Golden American
for managerial and supervisory services provided by Golden American. This fee,
calculated as a percentage of average assets in the variable separate accounts,
was $11.5 million, $21.3 million and $10.1 million for the first six months of
2001 and the years 2000 and 1999, respectively.

Since January 1, 1998, Golden American and First Golden have had an asset
management agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management and accounting services for
a fee, based on assets under management and payable quarterly. For the first six
months of 2001 and for the years ended December 31, 2000 and 1999, Golden
American and First Golden incurred fees of $1.7 million, $2.5 million and $2.2
million, respectively, under this agreement.

Since 1997, Golden American has provided certain advisory, computer and other
resources and services to Equitable Life. Revenues for these services totaled
$2.7 million for the first six months of 2001 and $6.2 million for 2000 and $6.1
million for 1999.

The Companies provide resources and services to DSI. Revenues for these services
totaled $0.1 million for the first six months of 2001 and $0.2 million for 2000
and $0.4 for 1999.

Golden American provides resources and services to ING Mutual Funds Management
Co., LLC, an affiliate. Revenues for these services totaled $0.5 million for the
first six months of 2001 and $0.5 million for 2000 and $0.2 million for 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 $0.2 million in the first
six months of 2001 and $0.6 million for 2000 and $0.5 million for 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 $0.1 million for the first
six months of 2001 and $0.3 million for 2000 and $0.2 million for 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 $0.06 million for the first six
months of 2001 and $0.1 million for 2000 and $0.1 million for 1999.

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. On June 30, 2001 and for 2000, Golden American incurred a
fee of $12,000 and $7,000, respectively, under this agreement. No annual fee was
paid in 1999.

DISTRIBUTION AGREEMENT. Under a distribution agreement, DSI acts as the
principal underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) of the variable insurance products
issued by Golden American which as of December 31, 2000, are sold through other
broker/dealer institutions. For the first six months of 2001 and the years 2000
and 1999, commissions paid by Golden American to DSI (including commissions paid
by First Golden) aggregated $108.3 million, $208.9 million and $181.5 million,
respectively.

EMPLOYEES. 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 most of Golden American's
records are maintained. This office space is leased. Other records are
maintained in Des Moines and Atlanta at the offices of Equitable Life and
ING, respectively.

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

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

The NAIC has adopted several regulatory 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 10 of Notes
to Financial Statements.

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

DIRECTORS AND OFFICERS

NAME (AGE) POSITION(S) WITH THE COMPANY
--------- ----------------------------
Robert C. Salipante (45) Chief Executive Officer and Director
Chris D. Schreier (45) President
Barnett Chernow (50) President and CEO, Investment Products Group
Myles R. Tashman (58) Executive Vice President, General Counsel
and Assistant Secretary
Wayne R. Huneke (50) Director and Chief Financial Officer
Thomas J. McInerney (45) Director
Mark A. Tullis (46) Director
Phillip R. Lowery (48) Director
Paula Cludray-Engelke (44) Secretary
James R. McInnis (53) Executive Vice President and Chief Marketing Officer
Stephen J. Preston (44) Executive Vice President and Chief Actuary
David S. Pendergrass (41) Vice President and Treasurer
David L. Jacobson (52) Senior Vice President and Assistant Secretary
William L. Lowe (37) Senior Vice President
Steven G. Mandel (42) Senior Vice President and Chief Information Officer
Gary F. Haynes (56) Senior Vice President and Assistant Secretary

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. Robert C. Salipante was elected Director and Chief Executive Officer of
Golden American in March, 2001. He has served as a Director of ReliaStar Life
Insurance Company from October, 1995 to the present. He served ReliaStar
Financial Corp. from February, 1996 to November, 1996 as Senior Vice President,
Individual Insurance Division and Technology and from November, 1996 to July,
1999 as Senior Vice President, Personal Financial Services. He was elected
President, Chief Operating Officer and Director of ReliaStar Financial Corp.
July, 1999 to August, 2000. He became General Manager and Chief Executive
Officer, US Retail Financial Services in September, 2000.

Mr. Chris D. Schreier was elected President of Golden American in March, 2001.
From January, 1994 to September, 1996 he served as Assistant Vice President and
Assistant Controller for ReliaStar Financial Corp. He was elected Second Vice
President of ReliaStar Financial Corp. and ReliaStar Life Insurance Company from
September, 1996 to January, 1999. He has served as Vice President and Controller
of ReliaStar Financial Corp. since January, 1999.

Mr. Barnett Chernow became President and CEO of Investment Products Group in
March 2001 and President of First Golden in April, 1998. From 1998 to 2001, Mr.
Chernow served as President of Golden

American. From 1996 to 1998, Mr. Chernow served as Executive Vice President 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 effective
January, 1996 and Assistant Secretary effective March, 2001. He served as a
Director of Golden American from January, 1998 to March, 2001. He also serves as
a Director, Executive Vice President, General Counsel and Secretary of First
Golden.

Mr. Wayne R. Huneke was elected Director, Senior Vice President and Chief
Financial Officer of Golden American in March, 2001. Since October, 1995 he has
served as a Director of ReliaStar Life Insurance Company. He served ReliaStar
Financial Corp. as Senior Vice President, Chief Financial Officer from August,
1994 to November, 1997, from November, 1997 to May, 1999 he served as Senior
Vice President, ReliaStar Financial Markets. He became Senior Executive Vice
President of ReliaStar Financial Corp. in May, 1999.

Mr. Thomas J. McInerney was elected as a Director of Golden American in March,
2001. He served Aetna U.S. Healthcare, Inc. as Vice President, National Accounts
from April, 1996 to March, 1997. From August, 1997 to the present he has served
as Director and from September, 1997 to the present he has served as President
of Aetna Life Insurance & Annuity Company. He has served as President and
Director of Aetna Insurance Company of America from September, 1997 to the
present.

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.

Ms. Paula Cludray-Engelke was elected Secretary of Golden American in March,
2001. From October, 1985 to October, 2000

Ms. Cludray-Engelke served with ReliaStar Life Insurance Company (f/k/a
Northwestern National Life Insurance Company) in various compliance positions.
From October, 2000 to the present she has served as an Attorney with ING US
Legal Services.

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. E. Robert Koster was elected Senior Vice President of Golden American and
Senior Vice President and Chief Financial Officer of First Golden in September,
1998. From September, 1998 to March, 2001, he was also Chief Financial Officer
of Golden American. From August, 1984 to September, 1998 he has held various
positions with ING companies in The Netherlands.

Mr. David S. Pendergrass was elected Treasurer and Vice President of Golden
American in December, 2000. Since October, 1995 he has served as a Vice
President and Treasurer of ING North America Insurance Corporation.

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

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

Mr. 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 five
highly compensated executive officers for the fiscal year ended December 31,
2000. 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.

EXECUTIVE COMPENSATION TABLE

The following table sets forth information with respect to the annual salary and
bonus for Golden American's Chief Executive Officer and the four other most
highly compensated executive officers for the fiscal year ended December 31,
2000.

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
RESTRICTED SECURITIES
NAME AND STOCK AWARDS UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS/1/ OPTIONS OPTIONS COMPENSATION/2/
------------------ ---- ------ -------- ------------ ---------- ----------------

Barnett Chernow.......... 2000 $ 409,447 $ 638,326 10,200 $ 26,887
President 1999 $ 300,009 $ 698,380 6,950 $ 20,464
1998 $ 284,171 $ 105,375 8,000

James R. McInnis......... 2000 $ 337,543 $ 1,210,898 5,200 $ 19,487
Executive Vice 1999 $ 250,007 $ 955,646 5,550 $ 15,663
President 1998 $ 250,004 $ 626,245 2,000

William L. Lowe.......... 2000 $ 205,144 $ 821,545 3,500 $ 81
Senior Vice 1999 $ 191,589 $ 737,933 $ 2,924
President 1998 $ 165,816 $ 528,299 $ 756

Stephen J. Preston....... 2000 $ 230,170 $ 426,994 5,000 $ 14,713
Executive Vice 1999 $ 198,964 $ 235,002 2,050 $ 12,564
President and 1998 $ 173,870 $ 32,152 3,500
Chief Actuary

Gary Haynes.............. 2000 $ 201,136 $ 404,773 3,000 $ 14,735
Senior Vice 1999 $ 159,030 $ 50,000 $ 9,540
President
-------------------------

1 The amount shown relates to bonuses paid in 2000, 1999 and 1998.

2 Other compensation for 2000 and 1999 includes a business allowance for each
named executive which is required to be applied to specific business
expenses of the named executive.

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.......... 10,200 0.85% $54.56 04/03/2010 $ 348,987 $ 886,937
James R. McInnis......... 5,200 0.43% $54.56 04/03/2010 $ 178,425 $ 452,164
William L. Lowe.......... 3,500 0.29% $54.56 04/03/2010 $ 120,094 $ 304,341
Stephen J. Preston....... 5,000 0.42% $54.56 04/03/2010 $ 171,562 $ 434,773
Gary Haynes.............. 3,000 0.25% $54.56 04/03/2010 $ 102,937 $ 260,864

-------------------------
1 Stock appreciation rights granted in 2000 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.

--------------------------------------------------------------------------------
UNAUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

For the Six Months Ended June 30, 2001

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

June 30, 2001 December 31, 2000
------------- -----------------
ASSETS

Investments:

Fixed maturities, available for sale, at fair value
(cost: 2001 - $1,226,036; 2000 - $798,751)........................ $ 1,231,210 $ 792,578
Equity securities, at fair value
(cost: 2001 - $66; 2000 - $8,611)................................... 58 6,791
Mortgage loans on real estate....................................... 150,620 99,916
Policy loans........................................................ 13,910 13,323
Short-term investments.............................................. 30,297 17,102
----------- -----------
Total investments...................................................... 1,426,095 929,710

Cash and cash equivalents.............................................. 140,894 152,880
Reinsurance recoverable................................................ 21,975 19,331
Reinsurance recoverable from affiliate................................. 21,400 14,642
Due from affiliates.................................................... 68 38,786
Accrued investment income.............................................. 16,364 9,606
Deferred policy acquisition costs...................................... 624,624 635,147
Value of purchased insurance in force ................................. 22,286 25,942
Current income taxes recoverable....................................... 221 511
Deferred income tax asset.............................................. 994 9,047
Property and equipment, less allowances for depreciation of
$8,298 in 2001 and $5,638 in 2000................................... 11,384 14,404
Goodwill, less accumulated amortization of $13,853 in 2001
and $11,964 in 2000................................................. 137,274 139,163
Other assets........................................................... 54,367 32,019
Separate account assets................................................ 10,370,337 9,831,489
----------- -----------
Total assets........................................................... $12,848,283 $11,852,677
=========== ===========

LIABILITIES AND STOCKHOLDER'S EQUITY Policy liabilities and accruals:

Future policy benefits:
Annuity and interest sensitive life products...................... $ 1,456,796 $ 1,062,891
Unearned revenue reserve.......................................... 6,550 6,817
Other policy claims and benefits.................................... 177 82
----------- -----------
1,463,523 1,069,790

Surplus notes.......................................................... 245,000 245,000
Revolving note payable................................................. 1,400 --
Due to affiliates...................................................... 15,121 19,887
Other liabilities...................................................... 111,405 69,374
Separate account liabilities........................................... 10,370,337 9,831,489
----------- -----------
12,206,786 11,235,540
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.......................................... 590,640 583,640
Accumulated other comprehensive income (loss)....................... 1,179 (4,046)
Retained earnings .................................................. 47,178 35,043
----------- -----------
Total stockholder's equity............................................. 641,497 617,137
----------- -----------
Total liabilities and stockholder's equity............................. $12,848,283 $11,852,677
=========== ===========

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

For the Six For the Six
Months Ended Months Ended
June 30, 2001 June 30, 2000
------------- -------------
Revenues:

Annuity and interest sensitive life product charges................. $ 84,284 $ 69,734
Management fee revenue.............................................. 12,438 9,856
Net investment income............................................... 42,771 31,775
----------- ----------
Realized losses on investments...................................... (1,919) (2,637)
137,574 108,728

Insurance benefits and expenses: Annuity and interest sensitive life benefits:

Interest credited to account balances............................... 90,153 100,068
Benefit claims incurred in excess of account balances............... 2,851 3,211
Underwriting, acquisition, and insurance expenses:
Commissions......................................................... 108,600 112,158
General expenses.................................................... 56,989 40,179
Insurance taxes, state licenses, and fees........................... 3,528 2,910
Policy acquisition costs deferred................................. (24,925) (97,724)
Amortization:
Deferred policy acquisition costs............................... 29,632 35,757
Value of purchased insurance in force............................. 2,175 2,278
Goodwill.......................................................... 1,889 1,889
Expense and charges reimbursed under modified
coinsurance agreements (162,668) (115,792)
----------- ----------
108,224 84,934
Interest expense....................................................... 9,508 10,115
----------- ----------
117,732 95,049
----------- ----------
Income before income taxes............................................. 19,842 13,679

Income taxes........................................................... 7,707 5,602
----------- ----------
Net income............................................................. $ 12,135 $ 8,077
=========== ==========

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

For the Six For the Six
Months Ended Months Ended
June 30, 2001 June 30, 2000
------------- -------------

NET CASH PROVIDED BY OPERATING ACTIVITIES.............................. $ 165,012 $ 33,298

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
Fixed maturities - available for sale............................... 229,916 123,182
Equity securities................................................... 6,894 5,195
Mortgage loans on real estate....................................... 60,621 3,281
Policy loans - net.................................................. -- 1,732
Short-term investments - net........................................ -- 17,880
------------- ------------
297,431 151,270

Acquisition of investments:
Fixed maturities - available for sale............................... (658,495) (100,936)
Mortgage loans on real estate....................................... (111,532) (8,887)
Policy loans - net.................................................. (587) --
Short term investments - net........................................ (13,195) --
------------- ------------
(783,809) (109,823)
Net sale (purchase) of property and equipment.......................... 18 (1,974)
Issuance of reciprocal loan agreement receivables...................... -- (16,900)
Receipt of repayment of reciprocal loan agreement receivables.......... -- 16,900
------------- ------------
Net cash (used in) provided by investing activities.................... (486,360) 39,473

FINANCING ACTIVITIES

Proceeds from reciprocal loan agreement borrowings..................... 29,300 177,900
Repayment of reciprocal loan agreement borrowings...................... (29,300) (137,900)
Proceeds from revolving note payable................................... 1,400 54,800
Repayment of revolving note payable.................................... -- (56,200)
Receipts from annuity and interest sensitive life
policies credited to account balances............................... 734,162 355,662
Return of account balances on annuity
and interest sensitive life policies................................ (70,613) (87,841)
Net reallocations to Separate Accounts................................. (362,587) (412,150)
Contribution from parent .............................................. 7,000 80,000
------------- ------------
Net cash provided by (used in) financing activities.................... 309,362 (25,729)
------------- ------------
Increase (decrease) in cash and cash equivalents....................... (11,986) 47,042

Cash and cash equivalents at beginning of period....................... 152,880 76,690
------------- ------------
Cash and cash equivalents at end of period............................. $ 140,894 $ 123,732
============= ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest............................... $ 9,475 $ 12,649

See accompanying notes.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2001

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, the financial statements do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. All adjustments
were of a normal recurring nature, unless otherwise noted in Management's
Discussion and Analysis and the Notes to Financial Statements. Operating results
for the six months ended June 30, 2001 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2001. 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, 2000.

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.

SIGNIFICANT ACCOUNTING POLICIES

NEW ACCOUNTING STANDARDS: As of January 1, 2001, the Companies adopted FAS No.
133, Accounting for Derivative Instruments and Hedging Activities, as amended
and interpreted by FAS No. 137, Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133,
FAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging
Activities - an Amendment of FASB Statement No. 133, and certain FAS No. 133
implementation issues. This standard, as amended, requires companies to record
all derivatives on the balance sheet as either assets or liabilities and measure
those instruments at fair value. The manner in which companies are to record
gains or losses resulting from changes in the fair values of those derivatives
depends on the use of the derivative and whether it qualifies for hedge
accounting.

Adoption of FAS No. 133 did not have a material effect on the Companies'
financial position or results of operations given the Companies' limited
derivative and embedded derivative holdings.

The Companies chose to elect a transition date of January 1, 1999 for embedded
derivatives. Therefore, only those derivatives embedded in hybrid instruments
issued, acquired or substantively modified by the entity on or after January 1,
1999 are recognized as separate assets or liabilities. The cumulative effect of
the accounting change upon adoption was not material.

ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES: The Companies may
from time to time utilize various derivative instruments to manage interest rate
and price risk (collectively, market risk). The Companies have appropriate
controls in place, and financial exposures are monitored and managed by the
Companies as an integral part of their overall risk management program.
Derivatives are recognized on the balance sheet at their fair value. The
Companies occasionally purchase a financial instrument that contains a
derivative instrument that is "embedded" in the instrument. The Companies'
insurance products are also reviewed to determine whether they contain an
embedded derivative. The Companies assess whether the economic characteristics
of the embedded derivative are clearly and closely related to the economic
characteristics of the remaining

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2001

1. BASIS OF PRESENTATION (continued)
component of the financial instrument or insurance product (i.e., the host
contract) and whether a separate instrument with the same terms as the embedded
instrument would meet the definition of a derivative instrument. When it is
determined that the embedded derivative possesses economic characteristics that
are not clearly and closely related to the economic characteristics of the host
contract and that a separate instrument with the same terms would qualify as a
derivative instrument, the embedded derivative is separated from the host
contract and carried at fair value. In cases where the host contract is measured
at fair value, with changes in fair value reported in current period earnings,
or the Companies are unable to reliably identify and measure the embedded
derivative for separation from its host contract, the entire contract is carried
on the balance sheet at fair value and is not designated as a hedging
instrument.

PENDING ACCOUNTING STANDARDS: In June 2001, the Financial Accounting
Standards Board issued Statements of Financial Accounting Standards No. 141,
"Business Combinations", and No. 142, "Goodwill and Other Intangible Assets",
effective for fiscal years beginning after December 15, 2001. Under the new
rules, goodwill and intangible assets deemed to have indefinite lives will no
longer be amortized but will be subject to annual impairment tests in accordance
with the Statements. Other intangible assets will continue to be amortized over
their useful lives. The Companies are required to adopt the new rules effective
January 1, 2002. The Companies are evaluating the impact of the adoption of
these standards and have not yet determined the effect of adoption on their
financial position and results of operations.

STATUTORY

Net loss for Golden American as determined in accordance with statutory
accounting practices was $54,982,000 and $12,235,000 for the six months ended
June 30, 2001 and 2000, respectively. Total statutory capital and surplus was
$360,926,000 at June 30, 2001 and $406,923,000 at December 31, 2000.

The National Association of Insurance Commissioners has revised the Accounting
Practices and Procedures Manual, the guidance that defines statutory accounting
principles. The revised manual was effective January 1, 2001, and has been
adopted, at least in part, by the States of Delaware and New York, which are the
states of domicile for Golden American and First Golden, respectively. The
revised manual has resulted in changes to the accounting practices that the
Companies use to prepare their statutory-basis financial statements. The impact
of these changes to the Companies' statutory-basis capital and surplus as of
January 1, 2001 was not significant.

RECLASSIFICATIONS

Certain amounts in the prior period financial statements have been reclassified
to conform to the June 30, 2001 financial statement presentation.

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 second quarters of 2001 and 2000, total comprehensive
income for the Companies amounted to $2.7 million and $6.4 million,
respectively, and $17.4 million and $7.0 million for the six months ended June
30, 2001 and 2000, respectively. Other comprehensive income excludes net
investment losses included in net income which merely represent transfers from
unrealized to realized gains and losses. These amounts totaled $883,000 and
$120,000 during the second quarters of 2001 and 2000, respectively, and $185,000
and $588,000 for the six months ended June 30, 2001 and 2000, respectively. Such
amounts, which have been measured through the date of sale, are net of income
taxes and adjustments for the value of purchased insurance in force and deferred
policy acquisition costs totaling $1,736,000 and $(1,200,000) for the second
quarters of 2001 and 2000, respectively, and $(104,000) and $(2,041,000) for the
six months ended June 30, 2001 and 2000, respectively.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
June 30, 2001

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 first quarter of 2001, Golden
American determined that the carrying value of three bonds exceeded their
estimated net realizable value. As a result, during the six months ended June
30, 2001, Golden American recognized a total pre-tax loss of $679,000 to reduce
the carrying value of the bonds to their combined net realizable value of
$365,000.

4. DERIVATIVE INSTRUMENTS

The Companies may from time to time utilize various derivative instruments to
manage interest rate and price risk (collectively, market risk). The Companies
have appropriate controls in place, and financial exposures are monitored and
managed by the Companies as an integral part of their overall risk management
program. Derivatives are recognized on the balance sheet at their fair value. At
June 30, 2001, the Companies did not utilize any such derivatives. The estimated
fair values and carrying amounts of the Companies' embedded derivatives at June
30, 2001 were $0, net of reinsurance. The estimated fair values and carrying
amounts of the embedded derivatives on a direct basis, before reinsurance, were
$1.1 million.

The fair value of these instruments was estimated based on quoted market prices,
dealer quotations or internal estimates.

5. 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 $52,514,000 and $108,398,000 in the
second quarter and the first six months of 2001, respectively ($53,398,000 and
$109,252,000, respectively, for the same periods of 2000).

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 second quarter and six months
ended June 30, 2001, the fee was $5,831,000 and $11,533,000, respectively
($4,740,000 and $9,058,000, respectively, for the same periods of 2000).

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
second quarter and the first six months of 2001, the Companies incurred fees of
$858,000 and $1,701,000, respectively, under this agreement ($616,000 and
$1,274,000, respectively, for the same periods of 2000).

Golden American has a guaranty agreement with Equitable Life Insurance Company
of Iowa ("Equitable Life"), an affiliate. In consideration of an annual fee,
payable June 30, Equitable Life guarantees to Golden American that it will make
funds available, if needed, to Golden American to pay the contractual claims
made under the provisions of Golden American's life insurance and annuity
contracts. The agreement is not, and nothing contained therein or done pursuant
thereto by Equitable Life shall be deemed to constitute, a direct or indirect
guaranty by Equitable Life of the payment of any debt or other obligation,
indebtedness, or liability, of any kind or character whatsoever, of Golden
American. The agreement does not guarantee the value of the underlying assets
held in separate accounts in which funds of variable life insurance and

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
June 30, 2001

5. RELATED PARTY TRANSACTIONS (continued)
variable annuity policies have been invested. The calculation of the annual fee
is based on risk based capital. On June 30, 2001 and 2000, Golden American
incurred a fee of $12,000 and $7,000, respectively, under this agreement.

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 $1,360,000 and $2,719,000 for the
second quarter and six months ended June 30, 2001, respectively ($1,708,000 and
$3,276,000, respectively, for the same periods of 2000).

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 $77,000 and $152,000 for the
second quarter and six months ended June 30, 2001, respectively ($355,000 and
$667,000, respectively, for the same periods in 2000).

First Golden provides resources and services to DSI. Revenues for these
services, which reduced general expenses incurred by First Golden, totaled
$8,000 and $134,000 for the second quarter and six months ended June 30, 2001,
respectively ($56,000 and $108,000, respectively, for the same periods in 2000).

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 $430,000 and $478,000 for the
second quarter and six months ended June 30, 2001, respectively ($165,000 and
$270,000, respectively, for the same periods in 2000).

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 $97,000 and $199,000 for
the second quarter and six months ended June 30, 2001, respectively ($149,000
and 318,000, respectively, for the same periods in 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 $79,000 and $133,000 for the
second quarter and six months ended June 30, 2001, respectively ($56,000 and
$108,000, respectively, for the same periods in 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 $34,000 and $63,000 for the second
quarter and six months ended June 30, 2001, respectively ($26,000 and $52,000,
respectively, for the same periods in 2000).

For the second quarter of 2001, the Companies received premiums, net of
reinsurance, for variable products sold through eight affiliates, Locust Street
Securities, Inc. ("LSSI"), Vestax Securities Corporation ("Vestax"), DSI,
Multi-Financial Securities Corporation ("Multi-Financial"), IFG Network
Securities, Inc. ("IFG"), Washington Square Securities, Inc. ("Washington
Square"), PrimeVest Financial ("PrimeVest"), and Compulife Investor Services,
Inc. ("Compulife") of $28,500,000, $9,100,000, $200,000, $5,900,000, $3,900,000,
$21,600,000, $7,900,000 and $2,200,000, respectively ($9,500,000, $6,900,000,
$100,000, $2,800,000, $1,500,000, $0, $0, and $0, respectively, for the same
period of 2000). For the first six months of 2001, the Companies received
premiums, net of reinsurance for variable products sold through eight
affiliates, LSSI, Vestax, DSI, Multi-Financial, IFG, Washington Square,
PrimeVest, and Compulife of $37,900,000, $12,900,000, $400,000, $9,000,000,
$5,500,000, $28,900,000, $11,000,000, and $3,700,000, respectively ($67,000,000,
$28,300,000, $800,000, $21,100,000, $8,300,000, $0, $0, and $0, respectively,
for the same period of 2000).

For the second quarter and six months ended June 30, 2001, First Golden received
premiums for fixed annuities products sold through Washington Square. of
approximately $450,000 and $550,000, respectively.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
June 30, 2001

5. 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 after January 1, 2000, excluding those with an
interest rate guarantee. The financial statements are presented net of the
effects of the agreement.

Under this agreement, Golden American received a net reimbursement of expenses
and charges of $50.2 million and $160.9 million for the second quarter and the
six months ended June 30, 2001, respectively ($111.8 million for the second
quarter and the six months ended June 30, 2000). This was offset by a decrease
in deferred acquisition costs of $52.7 million and $160.8 million, respectively,
for the same periods ($109.3 million during the second quarter and the first six
months in 2000). At June 30, 2001, Golden American had a payable to Equitable
Life of $10.0 million due to the timing of the cash settlement for the modified
coinsurance agreement. As at December 31, 2000, Golden American had a payable of
$16.3 million under the agreement.

Reinsurance Agreement Covering Minimum Guaranteed Benefits: On December 28,
2000, Golden American entered into a reinsurance agreement with Security Life of
Denver International Limited, an affiliate, covering minimum guaranteed death
benefits and minimum guaranteed living benefits of variable annuities issued
after January 1, 2000. An irrevocable letter of credit was obtained through Bank
of New York in the amount of $25.0 million related to this agreement. Under this
agreement, Golden American recorded a reinsurance recoverable of $21.4 million
and $14.6 million at June 30, 2001 and December 31, 2000, respectively.

Reciprocal Loan Agreement: Golden American maintains a reciprocal loan agreement
with ING America Insurance Holdings, Inc. ("ING AIH"), a Delaware corporation
and affiliate, to facilitate the handling of unusual and/or unanticipated
short-term cash requirements. Under this agreement, which became effective
January 1, 1998 and expires December 31, 2007, Golden American and ING AIH can
borrow up to $65,000,000 from one another. Prior to lending funds to ING AIH,
Golden American must obtain the approval of the 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 $0 and
$254,000 for the second quarters of 2001 and 2000, respectively, and $25,000 and
$336,000 for the six months ended June 30, 2001 and 2000, respectively. At June
30, 2001, Golden American did not have any borrowings or receivables 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 and
$1,022,000 for the second quarters of 2001 and 2000, respectively, and
$2,028,000 and $2,056,000 for the six months ended June 30, 2001 and 2000,
respectively.

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 and $698,000 for the seconds quarters of 2001 and 2000, respectively,
and $1,385,000 and $1,575,000 for the first six months of 2001 and 2000,
respectively.

100

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
June 30, 2001

5. RELATED PARTY TRANSACTIONS (continued)
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 and $1,453,000 for the second quarters
of 2001 and 2000, respectively, and $2,882,000 and $2,906,000 for the first six
months of 2001 and 2000, respectively.

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 $1,085,000 and $1,087,000 for the second quarters
of 2001 and 2000, respectively, and $2,157,000 and $2,175,000 for the first six
months of 2001 and 2000, respectively.

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 $515,000 for the second
quarters of 2001 and 2000, respectively, and $1,031,000 for the first six months
of 2001 and 2000, respectively.

Stockholder's Equity: During the second quarter and the first six months of
2001, Golden American received capital contributions from its Parent of
$7,000,000 ($0 and $80,000,000, respectively, for the same periods in 2000).

6. COMMITMENTS AND CONTINGENCIES

Reinsurance: At June 30, 2001, the Companies had reinsurance treaties with five
unaffiliated reinsurers and three affiliated reinsurers covering a significant
portion of the minimum guaranteed death and living benefits under its variable
contracts as of June 30, 2001. Golden American remains liable to the extent its
reinsurers do not meet their obligations under the reinsurance agreements.

At June 30, 2001 and December 31, 2000, the Companies had net receivables of
$43,375,000 and $33,973,000, respectively, for reinsurance claims, reserve
credits, or other receivables from these reinsurers. These net receivables were
comprised of $1,350,000 and $1,820,000, respectively, for claims recoverable
from reinsurers, $2,546,000 and $4,007,000, respectively, for a payable for
reinsurance premiums, $21,400,000 and $14,642,000, respectively, for reserve
credits, and $23,171,000 and $21,518,000, respectively, for a receivable from an
unaffiliated reinsurer. Included in the accompanying financial statements are
net considerations to reinsurers of $5,962,000 for the second quarter of 2001
and $12,618,000 for the first six months of 2001 compared to $5,271,000 and
$7,908,000 for the same periods in 2000. Also included in the accompanying
financial statements are net policy benefits of $1,834,000 for the second
quarter of 2001 and $11,777,000 for the first six months of 2001 compared to
$1,278,000 and $1,835,000 for the same period in 2000.

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 after
January 1, 2000, excluding those with an interest rate guarantee. At June 30,
2001, Golden American had received a total settlement of $160.9 million under
this agreement pertaining to 2001. The carrying value of the separate account
liabilities covered under this agreement represent 25.0% of total

101

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
June 30, 2001

6. COMMITMENTS AND CONTINGENCIES (continued)
separate account liabilities outstanding at June 30, 2001. 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.

On December 28, 2000, Golden American entered into a reinsurance agreement with
Security Life of Denver International Limited, an affiliate, covering minimum
guaranteed death benefits and minimum guaranteed living benefits of variable
annuities issued January 1, 2000. An irrevocable letter of credit was obtained
through Bank of New York in the amount of $25,000,000 related to this 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.

Investment Commitments: At June 30, 2001, outstanding commitments to fund
mortgage loans totaled $65,620,000. There were no outstanding commitments to
fund mortgage loans at December 31, 2000.

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. The Companies charged
to expense $1,000 in guaranteed fund assessments in the second quarter of 2001
and $2,000 for the first six months of 2001 compared to $1,000 and $2,000 for
the same periods in 2000. At June 30, 2001 and December 31, 2000, the Companies
have an undiscounted reserve of $2,430,000 to cover future assessments (net of
related anticipated premium tax offsets) and have established an asset totaling
$691,000 and $733,000, 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 June 30, 2001, 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 and
fixed 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 on the Companies' financial condition. One
broker/dealer generated 10% of the Companies' net sales during the second
quarter of 2001 (24% by two broker/dealers in the same period of 2000). One
broker/dealer generated 10% of the Companies' net sales during the first six
months of 2001 (12% by one broker/dealer in the same period of 2000). The
Premium Plus product generated 54% and 52% of the Companies' sales during

102

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
June 30, 2001

6. COMMITMENTS AND CONTINGENCIES (continued)
the second quarter of 2001 and the first six months of 2001 (74% and 75% in the
same periods of 2000). The Guarantee product, introduced in the fourth quarter
of 2000, generated 13% and 18% of the Companies' sales during the second quarter
and the first six months of 2001. The ES II product generated 19% and 16% of the
Companies' sales during the second and the first six months of 2001 (12% and 11%
in the same periods of 2000).

Revolving Note Payable: To enhance short-term liquidity, the Companies
established revolving notes payable with SunTrust Bank, Atlanta (the "Bank").
These revolving notes payable were amended and restated in April 2001 with an
expiration date of May 31, 2002. The note was approved by the Boards of
Directors of Golden American and First Golden on August 5, 1998 and September
29, 1998, respectively. The total amount the Companies may have outstanding is
$85,000,000, of which Golden American and First Golden have individual credit
sublimits of $75,000,000 and $10,000,000, respectively. The 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 second
quarters ended June 30, 2001 and 2000, the Companies incurred interest expense
of $0 and $8,000, respectively. During the six months ended June 30, 2001 and
2000, the Companies incurred interest expense of $1,000 and $36,000,
respectively. At June 30, 2001 and December 31, 2000, the Companies had
borrowings of $1,400,000 and $0, respectively, under these agreements.

103

GALAXY VIP PROFILE AND PROSPECTUS
(FORM TWO)

Galaxy Profile 111465

ING VARIABLE ANNUITIES

Golden American Life Insurance Company
Separate Account B of Golden American Life Insurance Company

Profile of

GOLDENSELECT PREMIUM PLUS(R)
FEATURING

THE GALAXY VIP FUND

Deferred Combination Variable and Fixed Annuity Contract

November 5, 2001

4. The Investment Portfolios

5. Expenses

The following expense information is added to the expense table in Section 5
from the May 1, 2001 Profile.

9. Death Benefit

Golden American Life Insurance Company
Separate Account B of Golden American Life Insurance Company

Deferred Combination Variable and Fixed Annuity Prospectus
GOLDENSELECT PREMIUM PLUS(R)
FEATURING THE GALAXY VIP FUND