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

                                    Form 10-K

              Annual Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

For the fiscal year ended December 31, 2002

Commission file number: 333-76150, 333-84394, 333-57212, 333-96597,333-96599
                        ----------------------------------------------------


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

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Delaware                                                      41-0991508
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(State or other jurisdiction of                             (IRS employer
incorporation or organization)                            identification no.)


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

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


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Former name, former address and former fiscal year, if changed since last report

Securities registered pursuant to Section 12(b) of Act: None
Securities registered pursuant to Section 12(g) of Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes [  X   ]     No [      ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K.
Yes [  X   ]     No [      ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable date: 250,000 shares of Common Stock
as of March  10,  2003,  all of which  were  directly  owned by  Equitable  Life
Insurance Company of Iowa.

NOTE:  WHEREAS GOLDEN  AMERICAN LIFE INSURANCE  COMPANY MEETS THE CONDITIONS SET
FORTH IN GENERAL  INSTRUCTION  I(1)(a) AND (b) OF FORM 10-K,  THIS FORM IS BEING
FILED WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION I(2).


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                               GOLDEN AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES
                      (A wholly-owned subsidiary of Equitable Life Insurance Company of Iowa)
                                             Annual Report on Form 10-K
                                        For the Year Ended December 31, 2002


                                                  TABLE OF CONTENTS

Form 10-K
  Item No.                                                                                                      Page
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<S>                                                                                                               <C>
                  PART I

   Item 1.        Business**..............................................................................        3
   Item 2.        Properties**............................................................................        5
   Item 3.        Legal Proceedings.......................................................................        5
   Item 4.        Submission of Matters to a Vote of Security Holders*....................................        5

                  PART II

   Item 5.        Market for Registrant's Common Equity and Related Stockholder Matters...................        5
   Item 6.        Selected Financial Data*................................................................        5
   Item 7.        Management's Narrative Analysis of the Results of Operations and Financial Condition**..        5
   Item 7A.       Quantitative and Qualitative Disclosure About Market Risk...............................       12
   Item 8.        Financial Statements and Supplementary Data.............................................       13
   Item 9.        Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....       44

                  PART III

   Item 10.       Directors and Executive Officers of the Registrant*.....................................       44
   Item 11.       Executive Compensation*.................................................................       44
   Item 12.       Security Ownership of Certain Beneficial Owners and Management*.........................       44
   Item 13.       Certain Relationship and Related Transactions*..........................................       44
   Item 14.       Controls and Procedures.................................................................       44

                  PART IV

   Item 15.       Exhibits, Financial Statement Schedules, and Reports on  Form 8-K.......................       45
                  Index on Financial Statement Schedules..................................................       49
                  Signatures..............................................................................       53

*    Item omitted pursuant to General Instruction I(2) of Form 10-K
**   Item prepared in accordance with General Instruction I(2) of Form 10-K


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                                     PART I
ITEM 1.  BUSINESS

ORGANIZATION OF BUSINESS

Golden  American Life  Insurance  Company  ("Golden  American"),  a wholly-owned
subsidiary of Equitable Life Insurance  Company of Iowa ("Equitable Life" or the
"Parent"),  is a stock life insurance  company  organized  under the laws of the
State of Delaware. Golden American was originally incorporated under the laws of
the  State of  Minnesota  on  January  2,  1973,  in the name of St.  Paul  Life
Insurance  Company.   Equitable  Life  is  a  wholly-owned  subsidiary  of  Lion
Connecticut Holding, Inc. ("Lion Connecticut") which is an indirect wholly-owned
subsidiary  of ING Groep  N.V.  ("ING"),  a global  financial  services  holding
company based in The  Netherlands.  Golden American is authorized to do business
in the District of Columbia and all states  except New York.  Golden  American's
wholly-owned  life insurance  subsidiary,  First Golden  American Life Insurance
Company of New York ("First Golden,") and collectively with Golden American, the
("Company"),  is  licensed  as a life  insurance  company  under the laws of the
States of New York and Delaware.

Formerly,  from October 24,  1997,  until  December 30, 2001,  Equitable of Iowa
Company,  Inc. ("EIC" or "Former Holding Company") directly owned 100% of Golden
American's  stock. On December 3, 2001, the Board of Directors of EIC approved a
plan  to  contribute  its  holding  of  stock  of  Golden  American  to  another
wholly-owned  subsidiary,  Equitable Life. The contribution of stock occurred on
December 31, 2001, following approval granted by the Insurance Department of the
State of Delaware.

As of April 1, 2002,  Golden  American sold First Golden to its sister  company,
ReliaStar Life Insurance  Company  ("ReliaStar").  ReliaStar Life, the parent of
Security-Connecticut  Life Insurance Company  ("Security-Connecticut")  which in
turn is the parent of ReliaStar  Life  Insurance  Company of New York  ("RLNY"),
merged the First Golden business into RLNY operations and dissolved First Golden
at book value for $27.7  million in cash and a receivable  totaling $0.2 million
from  RLNY.  The  receivable  from  RLNY was  assumed  by  Equitable  Life,  and
ultimately by ING. The consideration was based on First Golden's statutory-basis
book value.  RLNY's  payable to the Company was assumed by ING and  subsequently
forgiven. Golden American realized a loss of $3.0 million related to the sale of
First  Golden,  which was  recorded as a capital  transaction.  Approval for the
merger was obtained from the Insurance Departments of the States of New York and
Delaware.

Statement  of  Financial   Accounting   Standards   ("FAS")  No.  141  "Business
Combinations"  excludes  transfers of net assets or exchanges of shares  between
entities under common control and is therefore covered by Accounting  Principles
Board ("APB") Opinion No. 16 "Business  Combinations."  RLNY presented  combined
results of operations including First Golden activity as of the beginning of the
period ending December 31, 2002. The first three months of First Golden activity
is not  reflected  in the  Golden  statement  of  financial  position  or  other
financial  information  for the period ended  December 31, 2002,  as the amounts
were not material.

PRODUCTS AND SERVICES

Management has determined that under FAS No. 131  "Disclosure  about Segments of
an Enterprise and Related  Information," the Company has one operating  segment,
ING U.S. Financial Services ("USFS").


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The Company offers a portfolio of variable and fixed insurance products designed
to meet customer needs for  tax-advantaged  saving for retirement and protection
from death. The Company believes longer life expectancies,  an aging population,
and growing  concern over the stability and  availability of the Social Security
system have made retirement  planning a priority for many Americans.  The target
market for all  products is consumers  and  corporations  throughout  the United
States.

Variable  and fixed  insurance  products  currently  offered by Golden  American
include eighteen  variable  annuity  products,  and two fixed annuity  products.
During the year ended December 31, 2002, Golden American began selling three new
variable annuity products,  GoldenSelect  Opportunities,  SmartDesign Multi-Rate
Index Annuity,  and Customized  Solutions - ING Focus Variable Annuity,  and two
new fixed annuity  products,  SmartDesign  Classic Flex Annuity and  SmartDesign
Classic Guarantee Annuity.  Variable annuities are long-term savings vehicles in
which contract owner premiums (purchase payments) are recorded and maintained in
subaccounts  within a  separate  account  established  and  registered  with the
Securities  Exchange  Commission ("SEC") as a unit investment trust. Many of the
variable annuities issued by Golden American are combination  variable and fixed
deferred  annuity  contracts  under  which  some or all of the  premiums  may be
allocated by the contract owner to a fixed account available under the contract.

PRINCIPAL MARKETS AND METHOD OF DISTRIBUTION

The Company continued to expand  distribution  systems during 2002.  Broad-based
distribution  networks  are key to  realizing  a  growing  share  of the  wealth
accumulation  marketplace.  The principal distribution channels of the Company's
variable and fixed insurance  products  include  national  wirehouses,  regional
securities firms,  independent National Association of Securities Dealers,  Inc.
("NASD") firms with licensed registered  representatives,  banks, life insurance
companies with captive  agency sales forces,  independent  insurance  agents and
independent  marketing  organizations.   The  Company  plans  to  establish  new
relationships  and  increase  penetration  with  key  distributors  in  existing
channels. In addition,  growth opportunities exist through increased utilization
of the ING broker/dealer network and the cross-selling of ING products.

COMPETITION

The current business and regulatory  environment presents many challenges to the
insurance  industry.  The variable  and fixed  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.  The economic
environment  during 2002 was  characterized  by a relatively  weak economy,  low
interest rates and a volatile  equity market which  experienced a major decline.
However, there is an aging U.S. population which is increasingly concerned about
retirement,  estate planning,  maintaining its 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.  Despite an economic  downturn in the near term,  these factors should
contribute to wealth accumulation needs.

REGULATION

The  Company's  insurance   operations  are  conducted  in  a  highly  regulated
environment.  Golden  American is subject to the insurance  laws of the state in
which organized and of the other  jurisdictions in which it transacts  business.


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The  primary  regulator  of the  Golden  American  insurance  operations  is the
Commissioner  of  Insurance  for the  State of  Delaware.  The  Company  is also
regulated by the SEC, and sales of its products are  generally  regulated by the
NASD.

ITEM 2.  PROPERTIES

The  Company's  home office is located at 1475  Dunwoody  Drive,  West  Chester,
Pennsylvania, 19380-1478. All Company office space is leased or subleased by the
Company or its other  affiliates.  The Company pays  substantially  all expenses
associated with its leased and subleased  office  properties.  Expenses not paid
directly by the Company are paid for by an affiliate and  allocated  back to the
Company.

ITEM 3.  LEGAL PROCEEDINGS

The Company is a party to threatened or pending lawsuits arising from the normal
conduct of business.  Due to the climate in insurance  and business  litigation,
suits against the Company sometimes include claims for substantial compensatory,
consequential or punitive damages and other types of relief.  Moreover,  certain
claims  are  asserted  as class  actions,  purporting  to  represent  a group of
similarly situated individuals. While it is not possible to forecast the outcome
of such lawsuits,  in light of existing  insurance,  reinsurance and established
reserves,  it is the opinion of management that the disposition of such lawsuits
will not  have a  materially  adverse  effect  on the  Company's  operations  or
financial position.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

All of the Company's  outstanding  shares are owned by Equitable  Life Insurance
Company of Iowa, which is a wholly-owned  subsidiary of Equitable Life Insurance
Company of Iowa whose ultimate parent is ING.

ITEM 6.  SELECTED FINANCIAL DATA

Omitted pursuant to General Instruction I(2)(a) of Form 10-K.

ITEM 7.  MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION

OVERVIEW

The  following  narrative  analysis of the results of  operations  and financial
condition  presents a review of the Company for the twelve month  periods  ended
December 31, 2002 versus 2001.  This review should be read in  conjunction  with
the consolidated financial statements and other data presented herein.


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CHANGE IN ACCOUNTING PRINCIPLE

In June 2001, the Financial  Accounting  Standards Board ("FASB") issued FAS No.
142,  "Goodwill  and  Other  Intangible  Assets,"  effective  for  fiscal  years
beginning  after December 15, 2001.  Under FAS No. 142,  goodwill and intangible
assets deemed to have indefinite  lives are no longer  amortized but are subject
to annual  impairment  tests.  Other intangible  assets are still amortized over
their estimated  useful lives.  The Company  adopted the new standard  effective
January 1, 2002.

As required  under FAS No. 142, the Company  completed the first of the required
impairment  tests as of January 1, 2002.  Step one of the impairment  test was a
screen  for  potential  impairment,  while step two  measured  the amount of the
impairment. All of the Company's operations fall under one reporting unit, USFS,
due to the  consolidated  nature of the  Company's  operations.  Step one of the
impairment test required the Company to estimate the fair value of the reporting
unit and compare the  estimated  fair value to its carrying  value.  The Company
determined  the estimated fair value  utilizing a discounted  cash flow approach
and applying a discount rate equivalent to the Company's  weighted  average cost
of  capital.  Fair value was  determined  to be less than  carrying  value which
required the Company to complete  step two of the test. In step two, the Company
allocated  the fair value of the  reporting  unit  determined in step one to the
assets and  liabilities of the reporting unit resulting in an implied fair value
of goodwill of zero.

The  comparison of the fair value amount  allocated to goodwill and the carrying
value of goodwill resulted in an impairment loss upon adoption of $135.3 million
(net of taxes), which represents the entire carrying amount of goodwill,  net of
accumulated  amortization.  This  impairment  charge  is shown  as a  change  in
accounting principle on the Consolidated Income Statement.

RESULTS OF OPERATIONS

Fee income and other income for the year ended  December  31, 2002  increased by
$18.6 million compared to the same period in 2001,  primarily due to an increase
in the average  assets under  management  by the company.  Average  assets under
management administration increased due to business growth partially affected by
decreases due to equity market declines.

Net  investment  income for the year ended December 31, 2002 increased by $103.3
million  compared to the same period in 2001.  This  increase in net  investment
income is primarily due to higher assets under  management  with fixed  options,
partially offset by lower investments yields.

Net  realized  capital  gains  (losses)  for the year ended  December  31,  2002
increased  by $10.7  million  compared to the same  period in 2001.  The capital
losses are due to impairments of certain fixed maturities (referred to in Note 2
of the Notes to Financial Statements).

Interest  credited and other  benefits to the  policyholders  for the year ended
December  31, 2002  increased  by $67.5  million  compared to the same period in
2001. This increase reflects the growth of assets under management.

General expenses for the year ended December 31, 2002 increased by $19.8 million
compared  to the same  period in 2001.  General  expenses  increased  during the
period due to a higher allocation of corporate and internal service charges from


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the Company's parent,  increased  production based incentive  compensation,  and
increased staffing costs required to manage the growth of the business.

Commissions  for the year ended  December 31, 2002  increased  by $56.3  million
compared to the same period in 2001.  The increase in  commissions is due to the
growth of business during 2002.

Policy acquisition costs deferred for the year ended December 31, 2002 increased
by $164.0 million compared to the same period in 2001 due to business growth.

Amortization of deferred policy acquisition costs and value of business acquired
for the year ended December 31, 2002, increased by $78.2 million compared to the
same period in 2001.  Amortization  of  long-duration  products is  reflected in
proportion to actual and estimated future gross profits.  Estimated future gross
profits are computed based on underlying  assumptions  related to the underlying
contracts,  including  but not limited to  interest  margins,  mortality  lapse,
premium   persistency,   expenses,   and  asset  growth.  The  increase  in  the
amortization  of  deferred  policy  acquisition  costs  and  value of  insurance
acquired reflects the impact of these variables on the overall book of business.

Expense and charges reimbursed under modified  coinsurance  ("MODCO") agreements
for the year ended December 31, 2002,  decreased by $120.7  million  compared to
the same period in 2001.  This balance  represents  the net  cashflows  from the
MODCO  agreements.  Since the Company is selling less premium in products  which
are covered by the MODCO agreements, the amount will continue to decline.

Interest expense for the year ended December 31, 2002, decreased by $3.4 million
compared to the same period in 2001.  Interest  expense  reduced for the year of
2002, due to the repayment of two notes on June 28, 2002. Both notes were due to
Equitable  Life.  Principal  amounts of the notes were for $50  million  and $25
million.  The  Insurance  Department  of the  State  of  Delaware  approved  the
repayments of these notes.

The cumulative  effect of the change in accounting  principle for the year ended
December 31, 2002,  was a decrease of $135.3  million net of taxes.  As noted in
the Change in Accounting  Principle  section,  this write down is related to FAS
No. 142, which addresses the value of Goodwill and Other Intangible Assets.

Earnings,  excluding goodwill  amortization,  change in accounting principle and
net realized capital gains and losses (net of taxes), decreased by $36.8 million
for the year ended December 31, 2002, as compared to the year ended December 31,
2001.  The decrease in net earnings is the result of increased  amortization  of
deferred  policy  acquisition  costs  and  value  of  business  acquired  due to
declining  equity markets and a change in management's  ultimate  expected gross
return.

FINANCIAL CONDITION

INVESTMENTS

FIXED MATURITIES

Total fixed maturities  reflected net unrealized capital gains of $216.3 million
and $12.4 million at December 31, 2002 and 2001, respectively.


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It is management's  objective that the portfolio of fixed  maturities be of high
quality and be well  diversified by market sector.  The fixed  maturities in the
Company's  portfolio are generally rated by external rating agencies and, if not
externally  rated, are rated by the Company on a basis believed to be similar to
that used by the rating  agencies.  The average  quality rating of the Company's
fixed maturities portfolio was AA+ and A+ at December 31, 2002 and 2001.

Fixed maturities rated BBB and below 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.

The  percentage  of total  fixed  maturities  by quality  rating  category is as
follows:

                                      December 31, 2002      December 31, 2001
-------------------------------------------------------------------------------
AAA                                            34.1%                   43.6%
AA                                              9.2                     7.3
A                                              23.4                    11.9
BBB                                            30.2                    32.1
BB                                              2.3                     3.8
B and Below                                     0.8                     1.3
-------------------------------------------------------------------------------
   Total                                      100.0%                  100.0%
===============================================================================

The percentage of total fixed maturities by market sector is as follows:

                                      December 31, 2002     December 31, 2001
-------------------------------------------------------------------------------
U.S. Corporate                                65.7%                   57.9%
Residential Mortgage-backed                   13.2                     8.5
Commercial/Multifamily
  Mortgage-backed                              6.0                     6.5
Foreign (1)                                    4.9                     -
U.S. Treasuries/Agencies                       4.2                    19.7
Asset-backed                                   6.0                     7.4
-------------------------------------------------------------------------------
  Total                                      100.0%                  100.0%
===============================================================================

(1) Primarily U.S. dollar denominated

The Company analyzes the general account  investments to determine whether there
has been an other than temporary  decline in fair value below the amortized cost
basis in accordance  with FAS No. 115,  "Accounting  for Certain  Investments in
Debt and Equity Securities." Management considers the length of the time and the
extent  to which  the  market  value has been  less  than  cost;  the  financial
condition and near term prospects of the issuer;  future economic conditions and
market forecasts;  and the Company's intent and ability to retain the investment
in the issuer for a period of time  sufficient  to allow for  recovery in market
value. If it is probable that all amounts due according to the contractual terms
of a debt security will not be collected,  an other than temporary impairment is
considered to have occurred.


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When a decline  in fair value is  determined  to be other  than  temporary,  the
individual  security is written down to fair value and the loss is accounted for
as a realized loss.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity  is the ability of the Company to  generate  sufficient  cash flows to
meet the cash requirements of operating,  investing,  and financing  activities.
The Company's  principal  sources of liquidity are annuity  premiums and product
charges,  investment income, maturing investments,  proceeds from debt issuance,
and  capital  contributions.  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.

The Company's  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.  The  Company  maintains  a $40.0  million  reciprocal  loan
agreement  with ING America  Insurance  Holdings,  Inc. ("ING AIH"), a perpetual
$75.0 million  revolving note facility with Bank of New York and a $75.0 million
revolving  note  facility  with  SunTrust  Bank which  expires on July 31, 2003.
Management  believes  that these  sources of liquidity  are adequate to meet the
Company's short-term cash obligations.

The National Association of Insurance  Commissioners ("NAIC") risk-based capital
requirements require insurance company 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 Company has  complied  with the NAIC's  risk-based  capital
reporting  requirements.  Amounts  reported  indicate that the Company has total
adjusted capital above all required capital levels.

GUARANTEED MINIMUM DEATH BENEFITS

Guaranteed  minimum death benefits ("GMDB") are features offered with a variable
annuity ("VA") contract that provides a minimum level of proceeds, regardless of
account balance,  in the event of the policyholder's  death. The GMDB can either
remain  constant or increase,  depending on the underlying  guarantee.  The GMDB
features  of  many  companies'  VA  contracts   contain  a   "dollar-for-dollar"
withdrawal  provision,  which  provides  for  a  reduction  in  the  GMDB  on  a
dollar-for-dollar basis when a partial withdrawal occurs.

As a result of the equity  market  performance  over the past several  years,  a
number of variable annuity policies could have account values that are less than
the  GMDB.  A   policyholder   with  a  sizeable   GMDB  and  a  policy  with  a
dollar-for-dollar withdrawal provision could withdraw all but a required minimal
account value or transfer a portion of its VA contract to another carrier, while
maintaining a significant GMDB.

For statutory reserves,  Actuarial Guideline 33, "Determining CARVM Reserves for
Annuity Contracts with Elective Benefits" ("AG 33"), defines the methodology and
assumptions  that are to be used in determining the minimum  statutory  reserves
for annuity contracts.  The purpose of Actuarial Guideline 34, "Variable Annuity


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<PAGE>


Minimum Guaranteed Death Benefit Reserves" (AG34) is "to interpret the standards
for the valuation of reserves for Minimum  Guaranteed Death Benefits included in
variable annuity contracts."

There is a question of whether AG 34 supercedes AG 33 when  calculating the GMDB
reserves  or if AG 33 and AG 34 should be applied  jointly.  Given the  inherent
ambiguity and  controversy  as to whether AG 34 supercedes AG 33 or whether AG33
and AG 34 both apply in  determining  the  appropriate  reserves,  and given the
heightened  interest of rating  agencies  regarding this issue,  the Company has
performed an initial assessment of its potential exposure as it relates to GMDBs
under the  dollar-for-dollar  features of its VA  products.  The  difference  in
interpretation as to the appropriate  integration of AG33 and AG34 computational
guidance could result in higher statutory  reserve balances of approximately $85
million as of December  31,  2002.  If  necessary,  the Parent  will  contribute
capital to the company to cover any surplus declines.

CRITICAL ACCOUNTING POLICIES

GENERAL

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United  States  requires  the use of  estimates  and
assumptions  in  certain  circumstances  that  affect  amounts  reported  in the
accompanying  consolidated  financial  statements and related  footnotes.  These
estimates and assumptions are evaluated on an on-going basis based on historical
developments,  market conditions,  industry trends and other information that is
reasonable  under the  circumstances.  There  can be no  assurance  that  actual
results will conform to estimates and assumptions,  and that reported results of
operations  will not be affected in a materially  adverse  manner by the need to
make future  accounting  adjustments to reflect  changes in these  estimates and
assumptions from time to time.

The Company has  identified  the  following  estimates  as critical in that they
involve a higher degree of judgment and are subject to a  significant  degree of
variability:  goodwill  impairment  testing,  investment  impairment testing and
amortization of deferred  acquisition costs and value of business  acquired.  In
developing these estimates  management  makes  subjective and complex  judgments
that are  inherently  uncertain  and  subject to  material  changes as facts and
circumstances  develop.  Although  variability  is inherent in these  estimates,
management  believes the amounts  provided are appropriate  based upon the facts
available upon compilation of the consolidated financial statements.

GOODWILL IMPAIRMENT TESTING

The  Company  tested  goodwill as of January 1, 2002 for  impairment  using fair
value  calculations  based on the present  value of estimated  future cash flows
from  business  currently in force and business  that we estimate we will add in
the future.  These  calculations  require  management  to make  estimates on the
amount of future revenues and the appropriate discount rate. The calculated fair
value of goodwill and the resulting  impairment  loss recorded is based on these
estimates,  which require a significant amount of management judgment.  Refer to
Note 1 of the consolidated  financial statements for a discussion of the results
of the Company's  goodwill  testing  procedures  and to  Management's  Narrative
Analysis of the Results of Operations for the impact these procedures had on the
Company's income.


                                       10
<PAGE>


INVESTMENT IMPAIRMENT TESTING

The Company reviews the general account investments for impairments by analyzing
the amount and length of time  amortized  cost has exceeded  fair value,  and by
making  certain  estimates  and  assumptions  regarding  the issuing  companies'
business prospects,  future economic  conditions and market forecasts.  Based on
the facts and  circumstances of each case,  management uses judgment in deciding
whether any calculated  impairments are temporary or other than  temporary.  For
those  impairments  judged to be other than  temporary,  the Company reduces the
carrying  value of those  investments  to the  current  fair  value  and  record
impairment losses for the difference (refer to Note 2).

AMORTIZATION OF DEFERRED ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED

Deferred  policy  acquisition  costs  ("DAC")  and  value of  business  acquired
("VOBA") are amortized with interest over the life of the contracts  (usually 25
years)  in  relation  to the  present  value of  estimated  gross  profits  from
projected  interest  margins,   asset-based  fees,  policy   administration  and
surrender charges less policy maintenance fees.

Changes in  assumptions  can have a  significant  impact on the  calculation  of
DAC/VOBA and its related  amortization  patterns.  Due to the  relative  size of
DAC/VOBA  balance and the sensitivity of the calculation to minor changes in the
underlying  assumptions  and the  related  volatility  that could  result in the
reported  DAC/VOBA  balance,  the  Company  performs  a  quarterly  analysis  of
DAC/VOBA.  At each  balance  sheet date,  actual  historical  gross  profits are
reflected  and  expected  future  gross  profits  and  related  assumptions  are
evaluated  for continued  reasonableness.  Any  adjustment  in estimated  profit
requires  that the  amortization  rate be revised  retroactively  to the date of
policy or  contract  issuance  ("unlocking"),  which could be  significant.  The
cumulative  difference  related to prior periods is recognized as a component of
current  period's  amortization,  along with  amortization  associated  with the
actual gross profits of the period.  In general,  increases in estimated returns
result in  increased  expected  future  profitability  and may lower the rate of
amortization,  while increases in lapse/surrender  and mortality  assumptions or
decreases in returns reduce the expected future  profitability of the underlying
business and may increase the rate of amortization.

One of the most  significant  assumptions  involved in the  estimation of future
gross profits for deferred  annuity  products is the assumed  return  associated
with future separate account performance. To reflect the near term and long-term
volatility in the equity markets this assumption  involves a combination of near
term  expectations  and a long-term  assumption  about market  performance.  The
overall  return  generated  by the  separate  account  is  dependent  on several
factors,  including the relative mix of the underlying  sub-accounts  among bond
funds and equity funds as well as equity sector weightings.

As part of the regular  analysis of DAC/VOBA,  at the end of third quarter 2002,
the Company  unlocked its  assumptions  by resetting its near term and long-term
assumptions for the separate account returns to 9% (gross before fund management
fees and mortality and expense and other policy  charges),  reflecting a blended
return of equity and other sub-accounts. This unlocking adjustment was primarily
driven by the sustained downturn in the equity markets and revised  expectations
for future returns.  For the year ended December 31, 2002, the Company  recorded
an acceleration of DAC/VOBA  amortization  totaling $91.5 million before tax, or
$59.5 million, net of $32.0 million of federal income tax benefit.

If the actual  performance  during 2003 of the separate  accounts  declines less
than  approximately 11% from their December 31, 2002 levels,  then the DAC asset
will continue to be supportable by the expected  future gross profits  generated
by the  company.  In the  event  that the  actual  performance  of the  separate
accounts  declines more than  approximately  11% during 2003,  the DAC asset may
become impaired and an additional reduction of the DAC asset may be needed.


                                       11
<PAGE>


FORWARD-LOOKING INFORMATION/RISK FACTORS

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform Act of 1995, the Company cautions readers  regarding  certain
forward-looking  statements contained in this report and in any other statements
made by, or on behalf of, the Company, whether or not in future filings with the
SEC.   Forward-looking   statements  are  statements  not  based  on  historical
information  and  which  relate  to  future  operations,  strategies,  financial
results,  or  other  developments.  Statements  using  verbs  such as  "expect,"
"anticipate,"   "believe"  or  words  of  similar   import   generally   involve
forward-looking  statements.  Without  limiting the  foregoing,  forward-looking
statements  include  statements which represent the Company's beliefs concerning
future levels of sales and  redemptions  of the Company's  products,  investment
spreads  and  yields,  or  the  earnings  and  profitability  of  the  Company's
activities.

Forward-looking  statements are  necessarily  based on estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and contingencies,  many of which are beyond the Company's control
and many of which are subject to change.  These  uncertainties and contingencies
could cause  actual  results to differ  materially  from those  expressed in any
forward-looking statements made by, or on behalf of, the Company. Whether or not
actual results differ materially from  forward-looking  statements may depend on
numerous  foreseeable and  unforeseeable  developments.  Some may be national in
scope,  such as general economic  conditions,  changes in tax law and changes in
interest rates. Some may be related to the insurance industry generally, such as
pricing competition,  regulatory developments and industry consolidation. Others
may relate to the Company  specifically,  such as credit,  volatility  and other
risks  associated with the Company's  investment  portfolio.  Investors are also
directed to consider other risks and uncertainties  discussed in documents filed
by the Company  with the SEC. The Company  disclaims  any  obligation  to update
forward-looking information.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Asset/liability  management  is  integrated  into many aspects of the  Company's
operations,   including   investment   decisions,   product   development,   and
determination  of  crediting  rates.  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 in the modeling
process include interest rates, anticipated contractholder behavior and variable
separate  account   performance.   Contractholders  bear  the  majority  of  the
investment risk related to variable insurance products.

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 Company 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 risk,  as well as other
risks. The Company's  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  currently  no
material solvency risk to the Company.


                                       12
<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                              INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                        Page
                                                                    ------------

Report of Independent Auditors ....................................      14

  Consolidated Financial Statements:

  Consolidated Income Statements for the years ended December 31,
  2002, 2001, and 2000.............................................      15


  Consolidated Balance Sheets as of December 31, 2002 and 2001.....      16

  Consolidated Statements of Changes in Shareholder's Equity for
  the years ended December 31, 2002, 2001, and 2000................      17


  Consolidated Statements of Cash Flows for the years ended
  December 31, 2002,
  2001, and 2000...................................................      18


  Notes to Consolidated Financial Statements.......................      19





                                       13
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Golden American Life Insurance Company

We have audited the accompanying  consolidated balance sheets of Golden American
Life Insurance  Company and Subsidiary as of December 31, 2002 and 2001, and the
related income  statements,  statements of changes in shareholder's  equity, and
statements  of cash  flows  for  each of the  three  years in the  period  ended
December 31, 2002.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of Golden American
Life  Insurance  Company at December  31, 2002 and 2001,  and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 2002, in conformity with accounting  principles  generally accepted
in the United States.

As  discussed in Note 1 to the  financial  statements,  the Company  changed the
accounting  principle for goodwill and other intangible assets effective January
1, 2002.


                                                    /s/ Ernst & Young LLP

Atlanta, Georgia
March 21, 2003


                                       14
<PAGE>
<TABLE>
<CAPTION>


                            GOLDEN AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARY
                   (A wholly-owned subsidiary of Equitable Life Insurance Company of Iowa)

                                       CONSOLIDATED INCOME STATEMENTS
                                                 (Millions)

                                                                      For the Years Ended December 31,
                                                              ------------------------------------------------

                                                                    2002              2001              2000
                                                              -------------    --------------    -------------
<S>                                                             <C>               <C>              <C>
Revenues:
   Fee income                                                   $  204.0          $  188.9         $   167.9
   Net investment income                                           197.7              94.4              64.1
   Net realized capital gains (losses)                               4.2              (6.5)             (6.6)
   Other income                                                      3.5               -                 -
                                                              -------------    --------------    -------------
            Total revenue                                          409.4             276.8             225.4
                                                              -------------    --------------    -------------

Benefits, losses and expenses:
   Benefits:
       Interest credited and other benefits to
         policyholders                                             276.5             209.0             199.9
   Underwriting, acquisition, and insurance expenses:
       General expenses                                            139.7             119.9              89.5
       Commissions                                                 288.7             232.4             213.7
       Policy acquisition costs deferred                          (292.2)           (128.2)           (168.4)
   Amortization:
       Deferred policy acquisition costs and
         value of business acquired                                127.8              49.6              60.0
   Goodwill                                                          -                 4.2               4.2
   Other:
       Expense and charges reimbursed under
         modified coinsurance agreements                          (104.9)           (225.6)           (225.8)
       Interest expense                                             16.0              19.4              19.9
                                                              -------------    --------------    -------------
            Total benefits, losses and expenses                    451.6             280.7             193.0
                                                              -------------    --------------    -------------
Income (loss) before income taxes                                  (42.2)             (3.9)             32.4

   Income tax expense (benefit)                                    (12.5)              0.1              13.2
                                                              -------------    --------------    -------------

Income (loss) before cumulative effect of change in
   accounting principle                                            (29.7)             (4.0)             19.2
Cumulative effect of change in accounting principle               (135.3)              -                 -
                                                              -------------    --------------    -------------
Net income (loss)                                              $  (165.0)         $   (4.0)          $  19.2
                                                              =============    ==============    =============

                                   See Notes to Consolidated Financial Statements

                                                        15
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                            GOLDEN AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARY
                   (A wholly-owned subsidiary of Equitable Life Insurance Company of Iowa)

                                         CONSOLIDATED BALANCE SHEETS
                                        (Millions, except share data)


                                                                                As of December 31,
                                                                       -------------------------------------
      Assets                                                                 2002                 2001
      ------                                                           -----------------    ----------------
<S>                                                                          <C>                <C>
      Investments:
        Fixed maturities, available for sale, at fair value
          (amortized cost of $4,720.1 at 2002 and $1,982.5 at 2001)    $     4,936.4            $1,994.9
         Equity securities, at fair value:
         Investment in mutual funds (cost of $22.9 at 2002)                     19.0                 -
         Mortgage loans on real estate                                         482.4               213.9
         Policy loans                                                           16.0               14.8
         Short-term investments                                                  2.2               10.1
                                                                       -----------------    ----------------
                   Total investments                                         5,456.0            2,233.7

      Cash and cash equivalents                                                148.5              195.7
      Accrued investment income                                                 61.9               22.8
      Reinsurance recoverable                                                  196.9               56.0
      Deferred policy acquisition costs                                        678.0              709.0
      Value of  business acquired                                                8.5               20.2
      Goodwill (net of accumulated amortization of $17.6 at 2001)                -                151.3
      Other assets                                                               5.3               23.7
      Assets held in separate accounts                                      11,029.3           10,958.2
                                                                       -----------------    ----------------

                    Total assets                                       $     17,584.4         $14,370.6
                                                                       =================    ================
      Liabilities and Shareholder's Equity
      ------------------------------------
      Policy liabilities and accruals:
         Future policy benefits and claims reserves                    $      5,159.1          $2,185.3
                                                                       -----------------    ----------------
      Total policy liabilities and accruals                                   5,159.1           2,185.3

      Surplus notes                                                             170.0             245.0
      Due to affiliates                                                           -                25.1
      Payables for securities purchased                                           -                36.4
      Current income taxes                                                       42.4               -
      Deferred income taxes                                                      79.8              12.6
      Dollar roll obligations                                                    40.0               3.9
      Other borrowed money                                                        -                 1.4
      Other liabilities                                                          64.7              84.9
      Liabilities related to separate accounts                               11,029.3          10,958.2
                                                                       -----------------    ----------------
                    Total liabilities                                        16,585.3          13,552.8
                                                                       -----------------    ----------------

      Shareholder's equity:
         Common stock (250,000 shares authorized, issued and
           outstanding; $10.00 per share par value)                               2.5               2.5
         Additional paid-in capital                                           1,128.4             780.4
         Accumulated other comprehensive income                                   2.1               3.8
         Retained earnings (deficit)                                           (133.9)             31.1
                                                                       -----------------    ----------------
                    Total shareholder's equity                                  999.1             817.8
                                                                       -----------------    ----------------
                    Total liabilities and shareholder's equity          $    17,584.4        $ 14,370.6
                                                                       =================    ================


                                 See Notes to Consolidated Financial Statements


                                                        16
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                        GOLDEN AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARY
                               (A wholly-owned subsidiary of Equitable Life Insurance Company of Iowa)

                                     CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                                                             (Millions)

                                                                                    Accumulated                           Total
                                                                 Additional            Other             Retained         Share-
                                                  Common          Paid-in-         Comprehensive         Earnings        holder's
                                                  Stock         Paid-in-Capit      Income (loss)         (Deficit)        Equity
                                                ------------    -------------    ------------------     -----------    ------------
<S>                                             <C>             <C>              <C>                    <C>            <C>
Balance at December 31, 1999                    $     2.5       $    468.6       $     (9.2)            $    15.9      $   477.8
Contribution of capital                                              115.0                                                 115.0
Comprehensive income:
   Net income                                         -                -                -                    19.2           19.2
   Other comprehensive income net of tax:
      Unrealized gain on securities
      ($9.8 pretax)                                   -                -                5.1                   -              5.1
                                                                                                                       ------------
Comprehensive income                                                                                                        24.3
                                                ------------    -------------    ------------------     -----------    ------------
Balance at December 31, 2000                          2.5            583.6             (4.1)                 35.1          617.1
Contribution of capital                                              196.8                                                 196.8
Comprehensive income:
   Net (loss)                                         -                -                -                    (4.0)          (4.0)
   Other comprehensive income net of tax:
      Unrealized gain on securities
      ($12.2 pretax)                                   -               -                7.9                   -              7.9
                                                                                                                       ------------
Comprehensive income                                                                                                         3.9
                                                ------------    -------------    ------------------     -----------    ------------
Balance at December 31, 2001                           2.5             780.4             3.8                  31.1          817.8
Contribution of capital                                                356.3                                                356.3
Other                                                                   (8.3)                                                (8.3)
Comprehensive income:
     Net (loss)                                        -                   -              -                 (165.0)        (165.0)
Other comprehensive income net of tax:
     Unrealized (loss) on securities
     ($(2.6) pretax)                                   -                   -             (1.7)                 -             (1.7)
                                                                                                                       ------------
Comprehensive (loss)                                                                                                       (166.7)
                                                ------------    -------------    ------------------     -----------    ------------
Balance at December 31, 2002                    $     2.5       $  1,128.4       $       2.1            $ (133.9)      $   999.1
                                                ============    =============    ==================     ===========    ============



                                           See Notes to Consolidated Financial Statements

                                                                 17
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                        GOLDEN AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARY
                               (A wholly-owned subsidiary of Equitable Life Insurance Company of Iowa)
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                             (Millions)

                                                                            For the years Ended December 31,
                                                                       2002                2001             2000
                                                                  ----------------    -------------    ---------------
<S>                                                                 <C>                <C>              <C>
Cash Flows from Operating Activities:
Net income (loss)                                                 $   (165.0)          $   (4.0)         $   19.2
Adjustments to reconcile net income to net cash provided
    by operating activities:
    Interest credited and charges on interest sensitive products       282.2              191.0             183.1
    Net realized capital (gains) losses                                 (4.2)               6.5               6.6
    Accrued investment income                                          (39.5)             (13.2)              1.6
    Increase in guaranteed benefits reserve                            107.1               28.2              26.7
    Acquisition costs deferred                                        (292.2)            (128.2)           (168.4)
    Amortization of deferred policy acquisition costs                  121.2               45.2              55.2
    Amortization of value of business acquired                           6.6                4.4               4.8
    Impairment of Goodwill                                             151.3                -                 -
    Change in other assets and liabilities                              21.3              110.6             (69.4)
    Provision for deferred income taxes                                (85.7)              (0.6)             13.3
                                                                  ----------------    -------------    ---------------
Net cash provided by operating activities                              103.1              239.9              72.7

Cash Flows from Investing Activities:
    Proceeds from the sale of:
          Fixed maturities available for sale                        7,297.1              880.7             205.1
          Equity securities                                              7.8                6.9               6.1
          Mortgages                                                    285.0              136.0              12.7
    Acquisition of investments:
          Fixed maturities available for sale                      (10,068.3)          (2,070.8)           (154.0)
          Equity securities                                            (22.8)               -                 -
          Short-term investments                                           -               (4.7)             (5.3)
          Mortgages                                                   (553.7)            (250.3)            (12.9)
    Increase (decrease) in policy  loans                                (1.2)              (1.5)              0.8
    Increase (decrease) in property and equipment                        1.1                1.2              (3.2)
    Proceeds from sale of interest in subsidiary                        27.7                -                 -
    Loss on valuation of interest in subsidiary                          3.0                -                 -
    Other                                                                0.6                -                 -
                                                                  ----------------    -------------    ---------------
Net cash (used for) provided by investing activities                (3,023.7)          (1,302.5)            49.3

Cash Flows from Financing Activities:
    Deposits and interest credited for investment contracts          3,818.5            1,933.1            801.8
    Maturities and withdrawals from insurance contracts               (171.2)            (134.8)          (141.5)
    Transfers from (to) separate accounts                           (1,053.8)            (902.9)          (825.8)
    Proceeds of notes payable                                            -                  3.1             67.2
    Repayment of notes payable                                          (1.4)              (1.7)           (68.6)
    Proceeds from reciprocal loan agreement borrowings                   -                 69.3            178.9
    Repayment of reciprocal loan agreement borrowings                  (75.0)             (69.3)          (178.9)
    Contributions of capital by parent                                 356.3              196.8            115.0
                                                                  ----------------    -------------    ---------------
Net cash provided by (used for) financing activities                 2,873.4            1,093.6            (51.9)
                                                                  ----------------    -------------    ---------------

Net increase (decrease) in cash and cash equivalents                   (47.2)              31.0             70.1
Cash and cash equivalents, beginning of period                         195.7              164.7             94.6
                                                                  ----------------    -------------    ---------------
Cash and cash equivalents, end of period                            $  148.5           $  195.7         $  164.7
                                                                  ================    =============    ===============


                                     See Notes to Consolidated Financial Statements

                                                                 18
</TABLE>
<PAGE>


GOLDEN AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARY
(A WHOLLY-OWNED SUBSIDIARY OF EQUITABLE LIFE INSURANCE COMPANY OF IOWA)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

Golden  American Life  Insurance  Company  ("Golden  American"),  a wholly-owned
subsidiary of Equitable Life Insurance  Company of Iowa ("Equitable Life" or the
"Parent"),  is a stock life insurance  company  organized  under the laws of the
State of Delaware. Golden American was originally incorporated under the laws of
the  State of  Minnesota  on  January  2,  1973,  in the name of St.  Paul  Life
Insurance  Company.   Equitable  Life  is  a  wholly-owned  subsidiary  of  Lion
Connecticut Holding Inc. ("Lion Connecticut") which is an indirect  wholly-owned
subsidiary  of ING Groep  N.V.  ("ING"),  a global  financial  services  holding
company based in The  Netherlands.  Golden American is authorized to do business
in the District of Columbia and all states  except New York.  Golden  American's
wholly-owned  life insurance  subsidiary,  First Golden  American Life Insurance
Company of New York ("First Golden,") and collectively with Golden American, the
("Company"),  is  licensed  as a life  insurance  company  under the laws of the
States of New York and  Delaware.  There is no  public  trading  market  for the
Registrant's of common stock.

Formerly,  from October 24,  1997,  until  December 30, 2001,  Equitable of Iowa
Company, Inc. ("EIC" or "Former Holding Company"), directly owned 100% of Golden
American's  stock.  On December 3, 2001,  the Board of  Directors  of the Former
Holding  Company  approved a plan to  contribute  its holding of stock of Golden
American to another wholly-owned subsidiary, Equitable Life. The contribution of
stock occurred on December 31, 2001, following approval granted by the Insurance
Department of the State of Delaware.  There is no public  trading market for the
Registrant's common stock.

As of April 1, 2002,  Golden  American sold First Golden to its sister  company,
ReliaStar Life Insurance  Company  ("ReliaStar").  ReliaStar Life, the parent of
Security-Connecticut  Life Insurance Company  ("Security-Connecticut")  which in
turn is the parent of ReliaStar  Life  Insurance  Company of New York  ("RLNY"),
merged the First Golden business into RLNY operations and dissolved First Golden
at book value for $27.7  million in cash and a receivable  totaling $0.2 million
from  RLNY.  The  receivable  from  RLNY was  assumed  by  Equitable  Life,  and
ultimately by ING. The consideration was based on First Golden's statutory-basis
book value.  RLNY's  payable to the Company was assumed by ING and  subsequently
forgiven. Golden American realized a loss of $3.0 million related to the sale of
First  Golden,  which was  recorded as a capital  transaction.  Approval for the
merger was obtained from the Insurance Departments of the States of New York and
Delaware.

Statement  of  Financial   Accounting   Standards   ("FAS")  No.  141  "Business
Combinations"  excludes  transfers of net assets or exchanges of shares  between
entities under common control and is therefore covered by Accounting  Principles
Board  ("APB")  Opinion No. 16  "Business  Combinations."  Since RLNY  presented
combined  results  of  operations  including  First  Golden  activity  as of the
beginning of the period  ending  December  31,  2002.  The first three months of
First  Golden  activity is not  reflected  in the Golden  statement of financial
position or other financial  information for the period ended December 31, 2002,
as the amounts were not material.


                                       19
<PAGE>



DESCRIPTION OF BUSINESS

The Company offers a portfolio of variable and fixed insurance products designed
to meet customer needs for a tax-advantaged saving for retirement and protection
from death. The Company's  variable and fixed insurance products are marketed by
broker/dealers,  financial  institutions,  and insurance  agents.  The Company's
primary customers are consumers and corporations.

NEW ACCOUNTING STANDARDS

ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

In June 2001, the Financial  Accounting  Standards Board ("FASB") issued FAS No.
142,  "Goodwill  and  Other  Intangible  Assets,"  effective  for  fiscal  years
beginning  after December 15, 2001.  Under FAS No. 142,  goodwill and intangible
assets deemed to have  indefinite  lives will no longer be amortized but will be
subject to annual impairment tests.  Other intangible assets are still amortized
over  their  estimated  useful  lives.  The  Company  adopted  the new  standard
effective January 1, 2002.

As required  under FAS No. 142, the Company  completed the first of the required
impairment  tests as of January 1, 2002.  Step one of the impairment  test was a
screen  for  potential  impairment,  while step two  measured  the amount of the
impairment. All of the Company's operations fall under one reporting unit, USFS,
due to the  consolidated  nature of the  Company's  operations.  Step one of the
impairment test required the Company to estimate the fair value of the reporting
unit and compare the  estimated  fair value to its carrying  value.  The Company
determined  the estimated fair value  utilizing a discounted  cash flow approach
and applying a discount rate equivalent to the Company's  weighted  average cost
of  capital.  Fair value was  determined  to be less than  carrying  value which
required the Company to complete  step two of the test. In step two, the Company
allocated  the fair value of the  reporting  unit  determined in step one to the
assets and  liabilities of the reporting unit resulting in an implied fair value
of goodwill of zero.

The  comparison of the fair value amount  allocated to goodwill and the carrying
value of goodwill resulted in an impairment loss of $135.3 million net of taxes,
which  represents  the entire  carrying  amount of goodwill,  net of accumulated
amortization.  This  impairment  charge  is  shown  as a  change  in  accounting
principle on the Consolidated Statements of Income.

Application  of the  nonamortization  provision (net of tax) of the new standard
resulted  in an increase  in net income of $3.8  million  for the twelve  months
ended December 31, 2002. Had the Company been  accounting for goodwill under FAS
No. 142 for all periods  presented,  the  Company's net (loss) income would have
been as follows:

     (Millions)                          Year ended           Year ended
                                      December 31, 2001    December 31, 2001
     ------------------------------------------------------------------------
     Reported net income (loss)           $   (4.0)           $  19.2
     Add back goodwill amortization,
       net of tax                              3.8                3.8
     ------------------------------------------------------------------------
     Adjusted net income                  $   (0.2)           $  23.0
     ========================================================================


                                       20


<PAGE>



ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

In  June  1998,  the  FASB  issued  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  133,  FAS No.  138,  Accounting  for Certain
Derivative  Instruments  and Certain  Hedging  Activities - an Amendment of FASB
133, and certain FAS 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.  FAS No. 133 was  effective  for the Company's
financial  statements beginning January 1, 2001. Adoption of FAS No. 133 did not
have a  material  effect on the  Company's  financial  position  or  results  of
operations  given the  Company's  limited  derivative  and  embedded  derivative
holdings.

The  Company  occasionally  purchases  a financial  instrument  that  contains a
derivative  that is "embedded"  in the  instrument.  In addition,  the Company's
insurance  products are  reviewed to determine  whether they contain an embedded
derivative.  The Company  assesses whether the economic  characteristics  of the
embedded   derivative   are  clearly  and  closely   related  to  the   economic
characteristics  of the  remaining  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.
However,  in cases where the host  contract  is  measured  at fair  value,  with
changes in fair value  reported  in current  period  earnings  or the Company is
unable to reliably  identify and measure the embedded  derivative for separation
from its host contracts,  the entire contract is carried on the balance sheet at
fair value and is not  designated as a hedging  instrument.  The Company did not
have embedded derivatives at December 31, 2002.

GUARANTEES

In November 2002, the FASB issued Interpretation No.45 ("FIN 45"),  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of  Indebtedness  of Others," to clarify  accounting  and  disclosure
requirements  relating to a guarantor's issuance of certain types of guarantees,
or groups of  similar  guarantees,  even if the  likelihood  of the  guarantor's
having to make any  payments  under the  guarantee  is  remote.  The  disclosure
provisions  are effective for financial  statements for fiscal years ended after
December 15, 2002. For certain guarantees, the interpretation also requires that
guarantors  recognize a liability  equal to the fair value of the guarantee upon
its  issuance.  This  initial  recognition  and  measurement  provision is to be
applied  only on a  prospective  basis to  guarantees  issued or modified  after
December 31, 2002. The Company has performed an assessment of its guarantees and
believes  that  all of its  guarantees  are  excluded  from  the  scope  of this
interpretation.

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"), Consolidation
of Variable Interest Entities ("VIE"),  an interpretation of Accounting Research
Bulletin ("ARB") No. 51. This Interpretation addresses consolidation by business


                                       21
<PAGE>



enterprises  of  variable  interest  entities,  which  have  one or  both of the
following  characteristics:  a)  insufficient  equity  investment at risk, or b)
insufficient  control by equity  investors.  This guidance is effective for VIEs
created  after  January 31, 2003 and for  existing  VIEs as of July 1, 2003.  An
entity with  variable  interests in VIEs created  before  February 1, 2003 shall
apply the guidance no later than the  beginning  of the first  interim or annual
reporting period beginning after June 15, 2003.

In  conjunction  with the  issuance of this  guidance,  the Company  conducted a
review of its involvement  with VIEs and does not believe it has any significant
investments or ownership in VIEs.

FUTURE ACCOUNTING STANDARDS

EMBEDDED DERIVATIVES

The FASB issued FAS No.133,  "Accounting for Derivative  Instruments and Hedging
Activities"   ("FAS  133")  in  1998  and   continues  to  issue   guidance  for
implementation through its Derivative Implementation Group ("DIG"). DIG recently
released  a draft of FASB  Statement  133  Implementation  Issue  B36  "Embedded
Derivatives:  Bifurcation of a Debt Instrument That  Incorporates  Both Interest
Rate Risk and Credit Risk Exposures That are Unrelated or Only Partially Related
to the  Creditworthiness  of the Issuer of That Instrument"  ("DIG B36").  Under
this  interpretation,  modified  coinsurance and coinsurance with funds withheld
reinsurance  agreements as well as other types of receivables and payables where
interest is determined by reference to a pool of fixed maturity  assets or total
return  debt  index  may  be   determined  to  contain   bifurcatable   embedded
derivatives.  The required date of adoption of DIG B36 has not been  determined.
If the  guidance is finalized in its current  form,  the Company has  determined
that certain of its existing reinsurance receivables (payables),  investments or
insurance  products contain embedded  derivatives that may require  bifurcation.
The Company has not yet completed its  evaluation  of the potential  impact,  if
any, on its consolidated  financial  positions,  results of operations,  or cash
flows.

USE OF ESTIMATES

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

RECLASSIFICATIONS

Certain  reclassifications have been made to prior year financial information to
conform to the current year classifications.

CASH AND CASH EQUIVALENTS

Cash and cash  equivalents  include cash on hand,  money market  instruments and
other debt issues with a maturity of 90 days or less when purchased.


                                       22
<PAGE>



INVESTMENTS

All  of the  Company's  fixed  maturity  and  equity  securities  are  currently
designated as available-for-sale.  Available-for-sale securities are reported at
fair value and  unrealized  gains and losses on these  securities  are  included
directly in  shareholder's  equity,  after  adjustment  for  related  charges in
deferred policy  acquisition  costs,  value of business  acquired,  and deferred
income taxes.

The Company analyzes the general account  investments to determine whether there
has been an other than temporary  decline in fair value below the amortized cost
basis in accordance  with FAS No. 115,  "Accounting  for Certain  Investments in
Debt and Equity Securities." Management considers the length of the time and the
extent  to which  the  market  value has been  less  than  cost;  the  financial
condition and near-term prospects of the issuer;  future economic conditions and
market forecasts;  and the Company's intent and ability to retain the investment
in the issuer for a period of time  sufficient  to allow for  recovery in market
value. If it is probable that all amounts due according to the contractual terms
of a debt security will not be collected,  an other than temporary impairment is
considered to have occurred.

When a decline  in fair value is  determined  to be other  than  temporary,  the
individual  security is written down to fair value and the loss is accounted for
as a realized loss.

Realized capital gains and losses on all other  investments are reflected in the
Company's results of operations.

Unrealized  capital gains and losses on all other  investments  are reflected in
shareholder's equity, net of related income taxes.

Purchases and sales of fixed maturities and equity securities (excluding private
placements)  are  recorded  on the trade  date.  Purchases  and sales of private
placements and mortgage loans are recorded on the closing date.

Fair values for fixed maturity  securities are obtained from independent pricing
services or broker/dealer quotations. Fair values for privately placed bonds are
determined  using a matrix-based  model.  The  matrix-based  model considers the
level of risk-free interest rates, current corporate spreads, the credit quality
of the issuer and cash flow characteristics of the security. The fair values for
equity  securities are based on quoted market prices.  For equity securities not
actively  traded,  estimated  fair  values  are based  upon  values of issues of
comparable yield and quality or conversion value where applicable.


                                       23
<PAGE>



The Company engages in securities  lending  whereby certain  securities from its
portfolio are loaned to other  institutions  for short periods of time.  Initial
collateral, primarily cash, is required at a rate of 102% of the market value of
the loaned domestic securities. The collateral is deposited by the borrower with
a lending agent, and retained and invested by the lending agent according to the
Company's  guidelines  to generate  additional  income.  The market value of the
loaned  securities  is  monitored  on a daily basis with  additional  collateral
obtained or refunded as the market value of the loaned securities fluctuates.

Reverse   dollar   repurchase   agreement  and  reverse   repurchase   agreement
transactions are accounted for as  collateralized  borrowings,  where the amount
borrowed is equal to the sales price of the underlying securities.

The investment in mutual funds  represents an investment in mutual funds managed
by the Company, and is carried at fair value.

Mortgage  loans on real estate are  reported at amortized  cost less  impairment
writedowns.  If the value of any  mortgage  loan is  determined  to be  impaired
(i.e., when it is probable the Company will be unable to collect all amounts due
according to the contractual terms of the loan agreement), the carrying value of
the mortgage  loan is reduced to the present  value of expected  cash flows from
the loan,  discounted at the loan's  effective  interest  rate, or to the loan's
observable  market price,  or the fair value of the underlying  collateral.  The
carrying  value of the  impaired  loans is reduced by  establishing  a permanent
writedown charged to realized loss.

Policy  loans  are  carried  at unpaid  principal  balances,  net of  impairment
reserves.

Short-term  investments,  consisting  primarily of money market  instruments and
other fixed maturity securities issues purchased with an original maturity of 91
days to one year,  are  considered  available  for sale and are  carried at fair
value, which approximates amortized cost.

On occasion,  the Company sells call options  written on  underlying  securities
that are  carried at fair  value.  Changes in fair  value of these  options  are
recorded in net realized capital gains or losses.

DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED

Deferred Policy  Acquisition Costs ("DAC") is an asset, which represents certain
costs of acquiring certain insurance business, which are deferred and amortized.
These costs, all of which vary with and are primarily  related to the production
of new  and  renewal  business,  consist  principally  of  commissions,  certain
underwriting and contract issuance expenses, and certain agency expenses.  Value
of Business Acquired ("VOBA") is an asset, which represents the present value of
estimated net cash flows embedded in the Company's  contracts,  which existed at
the time the  Company  was  acquired  by ING.  DAC and  VOBA are  evaluated  for
recoverability  at each balance  sheet date and these assets would be reduced to
the extent that gross profits are inadequate to recover the asset.


                                       24
<PAGE>



The  amortization  methodology  varies by product type based upon two accounting
standards: FAS No. 60, "Accounting and Reporting by Insurance Enterprises" ("FAS
No. 60") and FAS No. 97, "Accounting and Reporting by Insurance  Enterprises for
Certain  Long-Duration  Contracts and Realized Gains and Losses from the Sale of
Investments" ("FAS No. 97").

Under FAS No. 60,  acquisition  costs for traditional  life insurance  products,
which  primarily  include  whole  life and term life  insurance  contracts,  are
amortized over the premium  payment period in proportion to the premium  revenue
recognition.

Under FAS No.  97,  acquisition  costs for  universal  life and  investment-type
products,  which include universal life policies and fixed and variable deferred
annuities,  are  amortized  over the life of the blocks of policies  (usually 25
years) in relation to the emergence of estimated  gross  profits from  surrender
charges,  investment  margins,  mortality and expense  margins,  asset-based fee
income,  and actual  realized gains  (losses) on  investments.  Amortization  is
adjusted retrospectively when estimates of current or future gross profits to be
realized from a group of products are revised.

Activity for the year-ended December 31, 2002 within VOBA was as follows:

       (Millions)
       -------------------------------------------------------------------
                  Balance at December 31,2001            $     20.2
                  Adjustment for FAS No. 115                   (5.1)
                  Additions                                    (3.3)
                  Interest accrued at 7%                        1.3
                  Amortization                                 (4.6)
       -------------------------------------------------------------------
                  Balance at December 31,2002            $      8.5
       ===================================================================

The  estimated  amount of VOBA to be amortized,  net of interest,  over the next
five years is $3.0 million,  $2.0 million,  $1.5 million,  $1.5 million and $1.1
million  and $1.0  million  for the  years  2003,  2004,  2005,  2006 and  2007,
respectively.  Actual  amortization  incurred  during  these  years  may vary as
assumptions are modified to incorporate actual results.

As part of the regular  analysis of DAC/VOBA,  at the end of third quarter 2002,
the Company  unlocked its  assumptions  by resetting its near term and long-term
assumptions for the separate account returns to 9% (gross before fund management
fees and mortality and expense and other policy  charges),  reflecting a blended
return of equity and other sub-accounts. This unlocking adjustment was primarily
driven by the sustained downturn in the equity markets and revised  expectations
for future returns.  For the year ended December 31, 2002, the Company  recorded
an acceleration of DAC/VOBA  amortization  totaling $91.5 million before tax, or
$59.5 million, net of $32.0 million of federal income tax benefit.

POLICY LIABILITIES AND ACCRUALS

Reserves for  immediate  annuities  with life  contingent  payout  contracts are
computed on the basis of assumed  investment  yield,  mortality,  and  expenses,
including a margin for adverse  deviations.  Such assumptions  generally vary by
plan, year of issue and policy duration.  Reserve interest rates range from 3.0%
to 3.5% for all  years  presented.  Investment  yield is based on the  Company's
experience.


                                       25
<PAGE>


Mortality  and  withdrawal  rate  assumptions  are  based  on  relevant  Company
experience and are  periodically  reviewed  against both industry  standards and
experience.

Other  policyholders'  funds include  reserves for deferred  annuity  investment
contracts and immediate annuities without life contingent  payouts.  Reserves on
such  contracts  are equal to cumulative  deposits less charges and  withdrawals
plus  credited  interest  thereon  (rates range from 2.4% to 11.0% for all years
presented) net of  adjustments  for  investment  experience  that the Company is
entitled to reflect in future  credited  interest.

REVENUE RECOGNITION

For certain annuity contracts, charges assessed against policyholders' funds for
the cost of insurance,  surrender, expenses, actuarial margin and other fees are
recorded as revenue as charges are assessed against policyholders. Other amounts
received for these  contracts  are reflected as deposits and are not recorded as
revenue.  Related  policy  benefits are  recorded in relation to the  associated
premiums or gross profit so that profits are recognized  over the expected lives
of the  contracts.  When annuity  payments with life  contingencies  begin under
contracts that were initially investment  contracts,  the accumulated balance in
the account is treated as a single  premium  for the  purchase of an annuity and
reflected  as an  offsetting  amount in both  premiums  and  current  and future
benefits in the Consolidated Income Statement.

SEPARATE ACCOUNTS

Separate Account assets and liabilities  generally represent funds maintained to
meet specific  investment  objectives of contractholders who bear the investment
risk, subject, in some cases, to minimum guaranteed rates. Investment income and
investment gains and losses  generally accrue directly to such  contractholders.
The assets of each account are legally  segregated and are not subject to claims
that arise out of any other business of the Company.

Separate  Account assets  supporting  variable  options under universal life and
annuity  contracts  are  invested,   as  designated  by  the  contractholder  or
participant under a contract (who bears the investment risk subject,  in limited
cases, to minimum  guaranteed rates) in shares of mutual funds which are managed
by the Company, or other selected mutual funds not managed by the Company.

Separate  Account  assets are  carried at fair value.  At December  31, 2002 and
2001,  unrealized  gains of $133.4  million and of $6.9  million,  respectively,
after taxes, on assets supporting a guaranteed  interest option are reflected in
shareholder's equity.

Separate  Account  liabilities  are  carried  at fair  value,  except  for those
relating to the guaranteed interest option.  Reserves relating to the guaranteed
interest  option are maintained at fund value and reflect  interest  credited at
rates ranging from 2.4% to 11.0% in 2002 and 2.4% to 14.0% in 2001.


                                       26
<PAGE>



Separate  Account assets and liabilities  are shown as separate  captions in the
Consolidated  Balance Sheets.  Deposits,  investment income and net realized and
unrealized  capital gains and losses of the Separate  Accounts are not reflected
in the  Consolidated  Financial  Statements  (with the exception of realized and
unrealized  capital  gains and losses on the assets  supporting  the  guaranteed
interest  option).  The  Consolidated  Statements  of Cash Flows do not  reflect
investment activity of the Separate Accounts.

REINSURANCE

The Company utilizes indemnity reinsurance  agreements to reduce its exposure to
large losses in all aspects of its insurance business.  Such reinsurance permits
recovery of a portion of losses from reinsurers,  although it does not discharge
the primary  liability of the Company as direct insurer of the risks  reinsured.
The Company  evaluates  the  financial  strength  of  potential  reinsurers  and
continually   monitors  the  financial  condition  of  reinsurers.   Only  those
reinsurance  recoverable  balances  deemed probable of recovery are reflected as
assets on the Company's Balance Sheets.

INCOME TAXES

The Company is taxed at regular  corporate rates after adjusting income reported
for  financial  statement  purposes  for  certain  items.  Deferred  income  tax
expenses/benefits  result from changes  during the year in cumulative  temporary
differences between the tax basis and book basis of assets and liabilities.


                                       27
<PAGE>
<TABLE>
<CAPTION>



2.   INVESTMENTS

Fixed maturities available for sale as of December 31 were as follows:

                                                                          Gross          Gross
                                                          Amortized     Unrealized    Unrealized       Fair
     2002 (Millions)                                        Cost          Gains         Losses        Value
     -----------------------------------------------------------------------------------------------------------
<S>                                                       <C>            <C>           <C>           <C>
     U.S. government and government agencies and
      authorities                                         $  207.3       $    2.3      $    0.1      $  209.5

     U.S. corporate securities:
       Public utilities                                      335.7           15.5           1.9         349.3
       Other corporate securities                           3,012.0         178.7           7.8       3,182.9
     -----------------------------------------------------------------------------------------------------------
          Total U.S. corporate securities                   3,347.7         194.2           9.7       3,532.2
     -----------------------------------------------------------------------------------------------------------

     Foreign securities:
       Government                                             64.8            2.9           -            67.7
        Other                                                163.8           12.2           1.2         174.8
     -----------------------------------------------------------------------------------------------------------
          Total foreign securities                           228.6           15.1           1.2         242.5
     -----------------------------------------------------------------------------------------------------------

     Mortgage-backed securities                              641.7           12.0           0.2         653.5

     Other asset-backed securities                           294.8            7.0           3.1         298.7

     -----------------------------------------------------------------------------------------------------------
     Total fixed maturities, including fixed
      maturities pledged to creditors                      4,720.1          230.6          14.3       4,936.4
     Less: Fixed maturities pledged to creditors               -              -             -             -
     -----------------------------------------------------------------------------------------------------------

     Fixed maturities                                     $4,720.1       $  230.6      $   14.3      $ 4,936.4
     ===========================================================================================================




                                                         28
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



Fixed maturities available for sale as of December 31 were as follows:

                                                                          Gross          Gross
                                                          Amortized     Unrealized    Unrealized       Fair
     2001 (Millions)                                        Cost          Gains         Losses        Value
     -----------------------------------------------------------------------------------------------------------
<S>                                                       <C>            <C>           <C>         <C>
     U.S. government and government agencies and
      authorities                                         $  132.1       $    0.5      $    3.4    $     129.2

     U.S. corporate securities:
       Public utilities                                       39.8            0.3           1.4           38.7
       Other corporate securities                          1,111.8           15.2          10.1        1,116.9
     -----------------------------------------------------------------------------------------------------------
          Total U.S. corporate securities                  1,151.6           15.5          11.5        1,155.6
     -----------------------------------------------------------------------------------------------------------

     Foreign securities:
       Government                                            143.6            3.3           0.2           146.7
     -----------------------------------------------------------------------------------------------------------
          Total foreign securities                           143.6            3.3           0.2           146.7
     -----------------------------------------------------------------------------------------------------------

     Mortgage-backed securities                              167.0            3.6           0.9           169.7

     Other asset-backed securities                           388.2            7.2           1.7           393.7

     -----------------------------------------------------------------------------------------------------------
     Total fixed maturities, including fixed
      maturities pledged to creditors                      1,982.5           30.1          17.7        1,994.9
     Less: Fixed maturities pledged to creditors               -              -             -              -
     -----------------------------------------------------------------------------------------------------------

     Fixed maturities                                     $1,982.5       $   30.1      $   17.7    $   1,994.9
     ===========================================================================================================
</TABLE>

The amortized  cost and fair value of total fixed  maturities for the year-ended
December 31, 2002 are shown below by contractual maturity. Actual maturities may
differ from  contractual  maturities  because  securities  may be  restructured,
called, or prepaid.

     (Millions)                           Amortized Cost     Fair Value
     ------------------------------------------------------------------------
     Due to mature:
       One year or less                   $       -           $    -
       After one year through five years        401.0            419.7
       After five years through ten years     1,681.3          1,773.1
       After ten years                        1,701.3          1,791.4
       Mortgage-backed securities               641.7            653.5
       Other asset-backed securities            294.8            298.7
     ------------------------------------------------------------------------
     ------------------------------------------------------------------------
     Fixed maturities                        $4,720.1         $4,936.4
     ========================================================================

At December 31, 2002 and 2001,  fixed  maturities  with carrying  values of $6.5
million  and  $6.9  million,  respectively,  were  on  deposit  as  required  by
regulatory authorities.

The  Company  did not  have  any  investments  in a single  issuer,  other  than
obligations  of the U.S.  government,  with a carrying value in excess of 10% of
the Company's shareholder's equity at December 31, 2002.


                                       29
<PAGE>



Beginning in April 2001,  the Company  entered into  reverse  dollar  repurchase
agreement and reverse repurchase  agreement  transactions to increase its return
on  investments  and improve  liquidity.  These  transactions  involve a sale of
securities and an agreement to repurchase  substantially  the same securities as
those sold. The dollar rolls and reverse repurchase agreements are accounted for
as  short-term  collateralized  financings  and  the  repurchase  obligation  is
reported on the Consolidated  Balance Sheets. The repurchase  obligation totaled
$40.0 and $3.9 million at December 31, 2002 and 2001, respectively.

The primary risk associated with  short-term  collateralized  borrowings is that
the counterparty will be unable to perform under the terms of the contract.  The
Company's  exposure is limited to the excess of the net replacement  cost of the
securities over the value of the short-term investments,  an amount that was not
material at December 31, 2001. The Company  believes the  counterparties  to the
dollar roll and reverse  repurchase  agreements are financially  responsible and
that the counterparty risk is immaterial.

During 2002, the Company  determined  that thirteen  fixed  maturities had other
than  temporary  impairments.  As a result,  at December 31,  2002,  the Company
recognized a pre-tax  loss of $8.9  million to reduce the carrying  value of the
fixed  maturities to their combined fair value of $123.5  million.  During 2001,
the  Company  determined  that ten fixed  maturities  had other  than  temporary
impairments. As a result, at December 31, 2001, the Company recognized a pre-tax
loss of $0.7 million to reduce the  carrying  value of the fixed  maturities  to
their fair value of $0.07 million.

3.   FINANCIAL INSTRUMENTS

ESTIMATED FAIR VALUE

The following  disclosures are made in accordance  with the  requirements of FAS
No. 107,  "Disclosures  about Fair Value of Financial  Instruments." FAS No. 107
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate that value. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation techniques.

Those techniques are significantly  affected by the assumptions used,  including
the  discount  rate and  estimates  of future cash flows.  In that  regard,  the
derived fair value estimates,  in many cases, could not be realized in immediate
settlement of the instrument.

FAS  No.  107  excludes  certain  financial  instruments  and  all  nonfinancial
instruments from its disclosure  requirements.  Accordingly,  the aggregate fair
value amounts presented do not represent the underlying value of the Company.


                                       30
<PAGE>



The  following  valuation  methods and  assumptions  were used by the Company in
estimating the fair value of the above financial instruments:

FIXED MATURITIES SECURITIES:  The fair values for the actively traded marketable
bonds are determined  based upon the quoted market  prices.  The fair values for
marketable   bonds  without  an  active  market  are  obtained  through  several
commercial pricing services which provide the estimated fair values. Fair values
of privately placed bonds are determined using a matrix-based pricing model. The
model considers the current level of risk-free interest rates, current corporate
spreads,  the credit quality of the issuer and cash flow  characteristics of the
security. Using this data, the model generates estimated market values which the
Company  considers  reflective of the fair value of each privately  placed bond.
Fair values for privately placed bonds are determined  through  consideration of
factors  such as the net worth of the  borrower,  the value of  collateral,  the
capital structure of the borrower,  the presence of guarantees and the Company's
evaluation of the borrower's ability to compete in their relevant market.

EQUITY SECURITIES:  Fair values of these securities are based upon quoted market
value.

MORTGAGE LOANS ON REAL ESTATE: The fair values for mortgage loans on real estate
are estimated  using  discounted  cash flow analyses and rates  currently  being
offered in the  marketplace  for similar loans to borrowers  with similar credit
ratings.  Loans with similar  characteristics are aggregated for purposes of the
calculations.

CASH,  SHORT-TERM  INVESTMENTS AND POLICY LOANS:  The carrying amounts for these
assets approximate the assets' fair values.

ASSETS HELD IN SEPARATE ACCOUNTS:  Assets held in separate accounts are reported
at the quoted fair values of the individual securities in the separate accounts.

SURPLUS NOTES:  Estimated  fair value of the Company's  surplus notes were based
upon  discounted  future  cash flows  using a discount  rate  approximating  the
current market value.

INVESTMENT CONTRACT  LIABILITIES  (INCLUDED IN FUTURE POLICY BENEFITS AND CLAIMS
RESERVES):

SUPPLEMENTARY  CONTRACTS AND IMMEDIATE  ANNUITIES:  Estimated fair values of the
Company's  liabilities  for future  policy  benefits  for the  divisions  of the
variable  annuity  products with fixed interest  guarantees and for supplemental
contracts  without life  contingencies  are stated at cash surrender  value, the
cost the Company would incur to extinguish the liability.

LIABILITIES  RELATED TO  SEPARATE  ACCOUNTS:  Liabilities  related  to  separate
accounts are reported at full account value in the Company's  historical balance
sheet.  Estimated fair values of separate account liabilities are equal to their
carrying amount.


                                       31
<PAGE>



The  carrying  values and  estimated  fair  values of  certain of the  Company's
financial instruments at December 31, 2002 and 2001 were as follows:
<TABLE>
<CAPTION>

                                                         2002                               2001
     --------------------------------------------------------------------------------------------------------
                                              Carrying         Fair               Carrying            Fair
     (Millions)                                 Value          Value                Value             Value
     --------------------------------------------------------------------------------------------------------
<S>                                         <C>                <C>                 <C>             <C>
     Assets:
        Fixed maturities                    $  4,936.4         $4,936.4            $ 1,994.9       $ 1,994.9
        Equity securities                         19.0             19.0                  -               -
        Mortgage loans on real estate            482.4            522.2                213.9           219.2
        Policy loans                              16.0             16.0                 14.8            14.8
        Cash and short-term investments          150.7            150.7                205.8           205.8
        Assets held in separate accounts      11,029.3         11,029.3             10,958.2        10,958.2

     Liabilities:
        Surplus notes                           (170.0)          (260.0)              (245.0)         (358.1)
        Investment contract liabilities:
        Deferred annuities                    (5,128.0)        (4,802.9)            (2,155.3)       (1,976.7)
        Supplementary contracts and
          immediate annuities                     (8.0)            (8.0)                (7.1)           (7.1)
        Liabilities related to separate
          accounts                           (11,029.3)       (11,029.3)           (10,958.2)      (10,958.2)
     --------------------------------------------------------------------------------------------------------
</TABLE>

Fair value  estimates are made at a specific  point in time,  based on available
market  information and judgments about various financial  instruments,  such as
estimates  of timing and  amounts of future cash flows.  Such  estimates  do not
reflect any premium or discount  that could result from offering for sale at one
time the Company's entire holdings of a particular financial instrument,  nor do
they consider the tax impact of the  realization of unrealized  gains or losses.
In many cases, the fair value estimates cannot be substantiated by comparison to
independent  markets,  nor can the  disclosed  value be  realized  in  immediate
settlement  of the  instruments.  In  evaluating  the  Company's  management  of
interest  rate,  price and  liquidity  risks,  the fair values of all assets and
liabilities should be taken into consideration, not only those presented above.


                                       32
<PAGE>


4.   NET INVESTMENT INCOME

     Sources of net investment income were as follows:

                                 Year Ended      Year Ended     Year Ended
                                 December 31,   December 31,   December 31,
     (Millions)                      2002           2001           2000
     -------------------------------------------------------------------------
     Fixed maturities           $     185.6   $      83.7    $      55.3
     Mortgage loans                    19.6          11.2            7.8
     Policy loans                       0.6           0.8            0.5
     Short term investments and
        cash equivalents                2.6           2.6            2.3
     Other                              0.4           0.6            0.7
     -------------------------------------------------------------------------
     Gross investment income          208.8          98.9           66.6
     Less: investment expenses         11.1           4.5            2.5
     -------------------------------------------------------------------------
     Net investment income      $     197.7   $      94.4    $      64.1
     =========================================================================


5.   DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY

The ability of Golden  American to pay  dividends  to the Parent is  restricted.
Prior  approval of insurance  regulatory  authorities is required for payment of
dividends to the stockholder  which exceed an annual limit.  During 2002, Golden
American  cannot pay  dividends to  Equitable  Life  without  prior  approval of
statutory authorities. Golden American did not pay common stock dividends during
2002, 2001, or 2000.

The  Department  recognizes  as net income and capital and surplus those amounts
determined in  conformity  with  statutory  accounting  practices  prescribed or
permitted by the  Department,  which differ in certain  respects from accounting
principles generally accepted in the United States.  Statutory net (loss) income
was $(303.0)  million,  $(156.4) million and $(71.1) million for the years ended
December 31, 2002, 2001, and 2000,  respectively.  Statutory capital and surplus
was  $424.9  million  and  $451.6  million  as of  December  31,  2002 and 2001,
respectively.

As of December 31, 2002,  the Company does not utilize any statutory  accounting
practices,  which  are not  prescribed  by state  regulatory  authorities  that,
individually  or in the  aggregate,  materially  affect  statutory  capital  and
surplus.

For 2001,  the Company was required to implement  statutory  accounting  changes
("Codification") ratified by the National Association of Insurance Commissioners
("NAIC") and state insurance departments.  The cumulative effect of Codification
to the Company's  statutory surplus as of January 1, 2001 was a decrease of $5.9
million.

The Company  maintains a $40.0 million  reciprocal  loan  agreement with ING AIH
(refer to Note 10), a perpetual $75.0 million  revolving note facility with Bank
of New York and a $75.0 million revolving note facility with SunTrust Bank which
expires on July 31, 2003.

6.       CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS

Realized  capital gains or losses are the difference  between the carrying value
and sale proceeds of specific  investments  sold. Net realized  capital (losses)
gains on investments were as follows:


                                       33
<PAGE>
<TABLE>
<CAPTION>


                                                 Year ended     Year ended     Year ended
                                                December 31,   December 31,   December 31,
     (Millions)                                     2002           2001           2000
     --------------------------------------------------------------------------------------
<S>                                             <C>              <C>         <C>
     Fixed maturities                           $    4.2         $  (4.9)    $    (6.3)
     Equity securities                               -              (1.6)         (0.2)
     Mortgage loans on real estate                   -               -            (0.1)
     --------------------------------------------------------------------------------------
     Pretax realized capital gains (losses)     $    4.2         $  (6.5)    $    (6.6)
     ======================================================================================
     After-tax realized capital gains (losses)  $    2.7         $  (4.2)    $    (4.3)
     ======================================================================================
</TABLE>


Proceeds from the sale of total fixed maturities and the related gross gains and
losses were as follows:

                                Year ended        Year ended        Year ended
                               December 31,      December 31,      December 31,
     (Millions)                    2002              2001              2000
     ---------------------------------------------------------------------------
     Proceeds on sales          $ 7,297.1        $   880.7        $    205.1
     Gross gains                     76.8              6.9               0.2
     Gross losses                    72.6             11.8               6.5

Changes  in  shareholder's  equity  related  to  changes  in  accumulated  other
comprehensive income were as follows:

     (Millions)                                 2002        2001       2000
     --------------------------------------------------------------------------
     Fixed maturities                        $ 204.0        $18.4      $12.4
     Equity securities                          (3.9)         -          -
     DAC/VOBA                                 (202.8)        (8.4)     (10.4)
     --------------------------------------------------------------------------
                                                (2.7)        10.0        2.0
     Increase (decrease) in deferred income
        taxes                                   (1.0)         2.1       (3.1)
     --------------------------------------------------------------------------
     Net changes in accumulated other
      comprehensive income (loss)            $  (1.7)    $    7.9  $     5.1
     --------------------------------------------------------------------------



                                       34
<PAGE>


Shareholder's  equity  included the following  accumulated  other  comprehensive
income (loss), at December 31:

     (Millions)                                 2002          2001        2000
     ---------------------------------------------------------------------------
     Net unrealized capital gains (losses):
       Fixed maturities                     $   216.3   $     12.3   $    (6.1)
       Equity securities                         (3.9)         -           -
       DAC/VOBA                                (209.2)        (6.4)        2.0
     ---------------------------------------------------------------------------
                                                  3.2          5.9        (4.1)
     Deferred income taxes                        1.1          2.1         -
     ---------------------------------------------------------------------------
     Net accumulated other comprehensive
          income (loss)                     $     2.1    $     3.8    $   (4.1)
     ===========================================================================

Changes  in  accumulated  other  comprehensive  income  related  to  changes  in
unrealized gains (losses) on securities, were as follows:


     (Millions)                                     2002       2001        2000
     ---------------------------------------------------------------------------
     Unrealized holding gains (losses) arising   $  (8.7)  $   11.1    $    6.9
        the year (1)
     Less: reclassification adjustment for
        gains  (losses) and other items
        included in net income (2)                   7.0       (3.2)       (1.8)
     ---------------------------------------------------------------------------
     Net unrealized gains (losses) on securities $  (1.7)  $    7.9    $    5.1
     ===========================================================================

     (1) Pretax  unrealized  holding gains (losses) arising during the year were
         $13.4  million,  $17.1  million  and $10.6  million for the years ended
         December 31, 2002, 2001 and 2000, respectively.
     (2) Pretax reclassification  adjustments for gains (losses) and other items
         included in net income were $10.8  million,  $(4.9)  million and $(2.8)
         million  for  the  years  ended  December  31,  2002,  2001  and  2000,
         respectively.


                                       35
<PAGE>



7.   SEVERANCE

In  December  2001,  ING  announced  its  intentions  to further  integrate  and
streamline  the U.S.  based  operations  of ING  Americas,  (which  includes the
Company), in order to build a more customer-focused  organization. In connection
with these actions,  the Company  recorded a charge of $4.9 million pretax.  The
severance  portion of this charge  ($4.8  million  pretax) is based on a plan to
eliminate 260 positions (primarily operations,  information technology and other
administrative/staff  support  personnel).  Severance actions are expected to be
substantially  complete by March 31, 2003. The  facilities  portion ($.1 million
pretax) of the charge  represents  the amount to be  incurred  by the Company to
terminate a contractual lease obligation.

Activity for the year ended December 31, 2002 within the severance liability and
positions eliminated related to such actions were as follows:

     (Millions)                        Severance Liability  Positions
     ---------------------------------------------------------------------
     Balance at December 31, 2001          $     4.8           252
     Actions taken                              (3.4)         (194)
     ---------------------------------------------------------------------
     Balance at December 31, 2002          $     1.4            58
     =====================================================================

8.   INCOME TAXES

Starting in 2002,  Golden American Life Insurance Company joins in the filing of
a  consolidated  federal  income tax return with its parent,  Equitable Life and
other affiliates. The Company has a tax allocation agreement with Equitable Life
whereby the Company is charged  for taxes it would have  incurred  were it not a
member of the consolidated group and is credited for losses at the statutory tax
rate.  Prior to joining the Equitable Life  consolidated  group, the Company was
the parent of a different consolidated group.

At December  31,  2002,  the Company has net  operating  loss  carryforwards  of
approximately $369.2 million for federal income tax purposes which are available
to offset future taxable income.  If not used, these  carryforwards  will expire
between 2011 and 2016.

Income  tax  expense  (benefit)  from  continuing  operations  included  in  the
consolidated financial statements are as follows:

                                     Year ended    Year ended    Year ended
                                    December 31,  December 31,  December 31,
  (Millions)                            2002          2001          2000
  ---------------------------------------------------------------------------
    Current taxes (benefits):
        Federal                   $     (98.2)   $      0.6    $     (0.1)
  ---------------------------------------------------------------------------
           Total current taxes
           (benefits)                   (98.2)          0.6          (0.1)
  ---------------------------------------------------------------------------
    Deferred taxes (benefits):
        Federal                          85.7          (0.5)         13.3
  ---------------------------------------------------------------------------
           Total deferred taxes
           (benefits)                    85.7          (0.5)         13.3
  ---------------------------------------------------------------------------
    Total                         $     (12.5)   $      0.1    $     13.2
  ============================================================================


                                       36
<PAGE>



Income  taxes were  different  from the amount  computed by applying the federal
income tax rate to income from continuing operations before income taxes for the
following reasons:
<TABLE>
<CAPTION>


                                               Year ended     Year ended    Year ended
                                              December 31,   December 31,  December 31,
     (Millions)                                   2002           2001          2000
     ------------------------------------------------------------------------------------
<S>                                          <C>            <C>            <C>
       Income before income taxes            $    (42.2)    $    (3.9)     $      32.4
       Tax rate                                      35%           35%             35%
     ------------------------------------------------------------------------------------
       Income tax at federal statutory rate       (14.8)         (1.4)           11.3
       Tax effect of:
          Goodwill amortization                     -             1.0             1.0
          Meals and entertainment                   0.6           0.5             0.3
          Other                                     1.7           -               0.6
     ------------------------------------------------------------------------------------
        Income tax expense (benefit)         $    (12.5)    $     0.1      $     13.2
     ------------------------------------------------------------------------------------
</TABLE>

The tax effects of temporary  differences  that give rise to deferred tax assets
and deferred tax liabilities at December 31 are presented below:
<TABLE>
<CAPTION>

     (Millions)                                                 2002          2001
     ------------------------------------------------------------------------------------
<S>                                                          <C>            <C>
     Deferred tax assets:
        Operations and capital loss carryforwards            $     125.6    $   121.7
        Future policy benefits                                     214.1        176.3
        Goodwill                                                    11.1          -
        Investments                                                  0.2          0.1
     ------------------------------------------------------------------------------------
                                                                   351.0        298.1
     Deferred tax liabilities:
        Goodwill                                                     -           (3.5)
        Unrealized gains on investments                             (1.1)        (2.1)
        Deferred policy acquisition cost                          (254.8)      (222.8)
        Value of purchased insurance in force                       (5.0)        (6.9)
        Other                                                     (169.9)       (75.4)
     ------------------------------------------------------------------------------------
     Deferred tax liability before allowance                      (430.8)      (310.7)
     ------------------------------------------------------------------------------------
     Valuation allowance                                             -            -
     ------------------------------------------------------------------------------------
     Net deferred income tax liability                       $     (79.8)   $   (12.6)
     ====================================================================================
</TABLE>

The Company  establishes  reserves for possible proposed  adjustments by various
taxing  authorities.  Management believes there are sufficient reserves provided
for, or adequate defenses against any such adjustments.

The Company  establishes  reserves for possible proposed  adjustments by various
taxing  authorities.  Management believes there are sufficient reserves provided
for, or adequate defenses against any such adjustments.


                                       37
<PAGE>



9. BENEFIT PLANS

DEFINED BENEFIT PLANS

Prior to December  31, 2001,  the  Company's  employees  were covered by the ING
Retirement Plan for Employees of Equitable Life ("Equitable Plan"), a qualified,
defined  contribution  pension plan.  The Company was allocated its share of the
pension liability associated with employees.

As of December 31, 2001, the qualified  pension  benefit plans of certain United
States  subsidiaries  of ING North  America  Insurance  Corporation  ("ING North
America"),   including  Equitable  Life,  were  merged  into  the  ING  Americas
Retirement Plan. The Company  transferred its pension  liabilities to the Parent
at that date. In exchange for these liabilities,  the Company received a capital
contribution,  net of taxes, from the Parent. The costs allocated to the Company
for its  members'  participation  in the ING Pension  Plan were $3.0 million for
2002.

The following tables summarize the benefit obligations and the funded status for
pension  benefits  related to the Equitable  Plan for the two-year  period ended
December 31, 2001:

(Millions)                                                        2001
------------------------------------------------------------------------------

    Change in benefit obligation:
      Benefit obligation at January 1                     $        7.9
      Service cost                                                 2.0
      Interest cost                                                0.8
      Actuarial (gain) loss                                       (2.7)
      Plan Amendments                                             (0.2)
      Transfer of benefit obligation to the Parent                (7.8)
                                                        ----------------------
      Benefit obligation at December 31                   $        -
                                                        ======================

    Funded status:
      Funded status at December 31 prior to the transfer
         of the benefit obligation to the Parent          $       (7.8)
      Unrecognized past service cost                              (1.1)
      Unrecognized net loss                                        -
      Transfer of the funded status to the Parent                  8.9
                                                        ----------------------
      Net amount recognized                               $        -
                                                        ======================

Prior to the merger of the qualified benefit plans of ING's U.S. subsidiaries at
December 31, 2001, Equitable Life, held the plan assets.

The  weighted-average  assumptions  used in the  measurement  of the  Company's'
December  31,  2001  benefit  obligation,  prior to the merger of the  qualified
benefit plans of ING, follows:

                                                               2001
------------------------------------------------------------------------------

    Discount rate                                             7.50%
    Expected return on plan assets                            9.25
    Rate of compensation increase                             4.50


                                       38
<PAGE>


The following table provides the net periodic  benefit cost for the fiscal years
2001 and 2000:

Year Ended December 31,                    2001            2000
------------------------------------------------------------------------
(MILLIONS)

    Service cost                       $    2.0           $    1.6
    Interest cost                           0.8                0.5
    Unrecognized past service cost          -                  -
                                    ------------------------------------
    Net periodic benefit cost          $    2.8           $    2.1
                                    ====================================

There were no gains or losses resulting from curtailments or settlements  during
2001 or 2000.

The projected benefit obligation, accumulated benefit obligation, and fair value
of plan assets for pension plans with accumulated  benefit obligations in excess
of plan assets were $0 as of December 31, 2001.

10. RELATED PARTY TRANSACTIONS

     OPERATING AGREEMENTS:

     The Company has certain agreements whereby it generates revenues and incurs
     expenses with affiliated entities. The agreements are as follows:

     o    Resources  and  services  are  provided  to  Security  Life of  Denver
          Insurance  Company  ("SLDIC)  and  Southland  Life  Insurance  Company
          ("SLIC").  For the years  ended  December  31,  2002,  2001,  and 2000
          revenues for these services,  which reduced general expenses incurred,
          were $4.2  million,  $0.3 million and $0.3 million,  respectively  for
          SLDIC and $1.0 million,  $0.1 million and $0.1  million,  respectively
          for SLIC.
     o    Underwriting and distribution  agreement with Directed Services,  Inc.
          ("DSI"),  for the variable  insurance  products issued by the Company.
          DSI is  authorized to enter into  agreements  with  broker/dealers  to
          distribute    the   Company's'    variable    products   and   appoint
          representatives  of the  broker/dealers as agents. For the years ended
          December 31, 2002, 2001 and 2000 commission  expenses were incurred in
          the amounts of $282.9  million,  $229.7  million,  and $208.9 million,
          respectively.
     o    Asset management agreement with ING Investment Management LLC ("IIM"),
          in which IIM provides asset  management and accounting  services.  The
          Company records a fee, which is paid quarterly,  based on the value of
          the assets under  management.  For the years ended  December 31, 2002,
          2001, and 2000 expenses were incurred in the amounts of $11.0 million,
          $4.4 million, and $2.5 million, respectively.
     o    Service  agreement  with Equitable  Life in which  administrative  and
          financial related services are provided.  For the years ended December
          31, 2002, 2001, and 2000 expenses were incurred in the amounts of $0.6
          million, $0.3 million, and $1.3 million, respectively.

          Golden American has certain  agreements  whereby it generates revenues
          and incurs expenses with affiliated entities.


                                       39
<PAGE>



         The agreements are as follows:

     o    Managerial  and  supervisory  services to DSI. The fee paid by DSI for
          these  services is calculated as a percentage of average assets in the
          variable  separate  accounts.  For the years ended  December 31, 2002,
          2001,  and 2000 revenue for these  services was $23.7  million,  $23.1
          million, and $21.3 million, respectively.
     o    Advisory,  computer,  and other resources and services are provided to
          Equitable Life and United Life & Annuity Insurance Company  ("ULAIC").
          For the years ended  December 31, 2002,  2001,  and 2000  revenues for
          these services, which reduced general expenses incurred,  totaled $9.8
          million,  $8.2 million,  and $6.2 million,  respectively for Equitable
          Life and $0.3 million, $0.4 million and $0.6 million, respectively for
          ULAIC.
     o    Expense sharing agreements with ING America Insurance  Holdings,  Inc.
          ("ING AIH") for administrative, management, financial, and information
          technology services,  which were approved in 2001. For the years ended
          December 31, 2002 and 2001, Golden American incurred expenses of $41.0
          million and $23.2 million, respectively.
     o    Guaranty  agreement with Equitable Life. In consideration of an annual
          fee,  payable June 30,  Equitable  Life  guarantees  that it will make
          funds available,  if needed, 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.  No  amounts  were  payable  under this
          agreement as of December 31, 2002, 2001 and 2000.

REINSURANCE AGREEMENTS:

Golden American  participates in a modified coinsurance agreement with Equitable
Life,  covering a considerable  portion of Golden American's  variable annuities
issued on or 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 $100.9  million,  $224.5 million and $218.8 million for the years
ended  December 31, 2002,  2001,  and 2000,  respectively.  This was offset by a
decrease in policy acquisition costs deferred of $143.5 million,  $257.5 million
and $223.7 million, respectively, for the same periods. As at December 31, 2002,
2001 and 2000,  Golden  American  also had a payable to  Equitable  Life of $7.1
million, $22.6 million and $16.3 million,  respectively,  due to the overpayment
by Equitable Life of the cash settlement for the modified coinsurance agreement.

Golden  American  entered into a  reinsurance  agreement  with  Security Life of
Denver  International,  Ltd., an affiliate,  covering  variable  annuity minimum
guaranteed  death benefits and minimum  guaranteed  living  benefits of variable
annuities  issued  after  January 1, 2000.  Golden  American  also  obtained  an
irrevocable  letter of  credit in the  amount  of $25  million  related  to this
agreement.  In addition,  the Company obtained a standby letter of credit in the
amount of $75 million.


                                       40
<PAGE>



RECIPROCAL LOAN AGREEMENT:

Golden  American  maintains a reciprocal loan agreement with ING AIH, a Delaware
corporation  and  affiliate,  to  facilitate  the  handling  of  unusual  and/or
unanticipated short-term cash requirements.  Under this agreement, which expires
December 31, 2007,  Golden  American and ING AIH can borrow up to $40.0  million
from one another. Prior to lending funds to ING AIH, Golden American must obtain
the approval from the Department of Insurance of the State of Delaware. Interest
on any Golden  American  borrowings  is charged at the rate of ING AIH's cost of
funds for the interest period plus 0.15%.  Interest on any ING AIH borrowings is
charged at a rate based on the prevailing interest rate of U.S. commercial paper
available for purchase with a similar  duration.  Under this  agreement,  Golden
American  incurred  interest expense of $33,000,  $26,000,  and $481,000 for the
years ended  December 31,  2002,  2001 and 2000,  respectively.  At December 31,
2002, 2001, and 2000, Golden American did not have any borrowings or receivables
from ING AIH under this agreement.

SURPLUS NOTES:

Golden American issued multiple 30-year surplus notes (see below table). Payment
of the notes 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.  Interest  expense for the years ended
December 31:
<TABLE>
<CAPTION>

(Millions)
-----------------------------------------------------------------------------------------------------------------------
     Surplus                                                              Maturity
      Note          Amount                    Affiliate                     Date         2002        2001        2000
-----------------------------------------------------------------------------------------------------------------------
<S>    <C>            <C>                                                 <C>   <C>       <C>         <C>         <C>
       8.2%           50.0    *Equitable Life                             12/29/29        2.0         4.1         4.1
       8.0            35.0     Security Life of Denver                    12/07/29        2.8         2.8         3.0
       7.8            75.0     Equitable Life                             09/29/29        5.8         5.8         5.8
       7.3            60.0     Equitable Life                             12/29/28        4.4         4.4         4.4
       8.3            25.0    *Equitable Life                             12/17/26        1.0         2.1         2.1
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

*Surplus notes redeemed June 28, 2002.

STOCKHOLDER'S EQUITY:

During 2002, 2001, and 2000, Golden American  received capital  contributions of
$356.3 million, $196.8 million, and $115.0 million respectively.


                                       41
<PAGE>



11. REINSURANCE

At December  31,  2002,  Golden  American  had  reinsurance  treaties  with four
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.

Reinsurance ceded in force for life mortality risks were $90.7 million and $94.8
million at December  31, 2002 and 2001,  respectively.  At December 31, 2002 and
2001,  the  Company had net  receivables  of $196.9  million and $56.0  million,
respectively for reinsurance claims,  reserve credits, or other receivables from
these  reinsurers.  At  December  31,  2002 and  2001,  respectively,  these net
receivables  were comprised of the following:  $36.7 and $7.8 million for claims
recoverable from  reinsurers;  $6.3 and $3.4 million for payable for reinsurance
premiums;  $137.2  million  and $28.8  million for  reserve  credits;  and $24.0
million and $22.7 million for reinsured  surrenders  and  allowances due from an
unaffiliated  reinsurer.  Included in the  accompanying  consolidated  financial
statements,   excluding   the   modified   coinsurance   agreements,   are   net
considerations  to reinsurers of $50.8 million,  $30.3 million and $21.7 million
and net policy  benefits  recoveries  of $49.5  million,  $21.8 million and $8.9
million for the years ended December 21, 2002, 2001 and 2000, respectively.

Golden  participates  in a modified  coinsurance  agreement with an unaffiliated
reinsurer. The accompanying  consolidated financial statements are presented net
of the  effects  of the  treaty  which  increased  (decreased)  income by $(2.9)
million,  $(0.5) million and $1.7 million for the years ended December 31, 2002,
2001 and 2000, respectively.

12. COMMITMENTS AND CONTINGENT LIABILITIES

LEASES

For the year ended  December 31, 2002 rent expense for leases was $4.6  million.
The future net minimum payments under  noncancelable  leases for the years ended
December 31, 2003 through 2007 are estimated to be $2.3  million,  $2.3 million,
$2.4  million,  $2.4 million and $2.4 million,  respectively,  and $2.4 million,
thereafter.  The Company pays  substantially  all expenses  associated  with its
leased and  subleased  office  properties.  Expenses  not paid  directly  by the
Company are paid for by an affiliate and allocated back to the Company.

COMMITMENTS

Through the normal  course of  investment  operations,  the  Company  commits to
either purchase or sell  securities,  commercial  mortgage loans or money market
instruments at a specified  future date and at a specified  price or yield.  The
inability  of  counterparties  to honor these  commitments  may result in either
higher or lower  replacement  cost.  Also, there is likely to be a change in the
value of the  securities  underlying the  commitments.  At December 31, 2002 and
2001, the Company had  off-balance  sheet  commitments  to purchase  investments
equal to their fair value of $39.0 million and $25.2 million,  respectively. The
Company makes  investments in limited  partnerships on a subscription  basis. At
December 31, 2002 and 2001, the Company had to fund the  subscriptions  of $38.0
million and $0.0 million, respectively.


                                       42
<PAGE>


LITIGATION

The Company is a party to threatened or pending lawsuits arising from the normal
conduct of business.  Due to the climate in insurance  and business  litigation,
suits against the Company sometimes include claims for substantial compensatory,
consequential or punitive damages and other types of relief.  Moreover,  certain
claims  are  asserted  as class  actions,  purporting  to  represent  a group of
similarly situated individuals. While it is not possible to forecast the outcome
of such lawsuits,  in light of existing  insurance,  reinsurance and established
reserves,  it is the opinion of management that the disposition of such lawsuits
will not  have a  materially  adverse  effect  on the  Company's  operations  or
financial position.






                                       43
<PAGE>
<TABLE>
<CAPTION>



QUARTERLY DATA (UNAUDITED)

2002 (Millions)                                  First         Second          Third          Fourth
------------------------------------------------------------------------------------------------------

<S>                                         <C>           <C>            <C>             <C>
  Total Revenue                             $      69.4   $      89.2    $     141.4     $     109.4
------------------------------------------------------------------------------------------------------
  Income (loss) before income taxes                (3.2)        (16.0)         (60.2)           37.2
  Income taxes (benefit)                           (1.0)         (5.5)         (19.2)           13.2
------------------------------------------------------------------------------------------------------
  Income (loss) before cumulative effect
   of change in accounting principal               (2.2)        (10.5)         (41.0)           24.0
  Cumulative effect of change in
   accounting principle                             -             -              -            (135.3)
------------------------------------------------------------------------------------------------------
  Net income (loss)                         $      (2.2)  $     (10.5)   $     (41.0)    $    (111.3)
======================================================================================================

2001 (Millions)                                  First         Second          Third          Fourth
------------------------------------------------------------------------------------------------------
  Total Revenue                             $      72.1   $      65.4    $      70.1     $      69.2
------------------------------------------------------------------------------------------------------
  Income (loss) before income taxes                14.2           5.6          (14.3)           (9.4)
  Income taxes                                      5.3           2.4           (5.6)           (2.0)
------------------------------------------------------------------------------------------------------
  Net income (loss)                         $       8.9   $       3.2    $      (8.7)    $      (7.4)
======================================================================================================


                                                  44
</TABLE>
<PAGE>


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Omitted pursuant to General Instruction I(2) of Form 10-K.

ITEM 11.  EXECUTIVE COMPENSATION

Omitted pursuant to General Instruction I(2) of Form 10-K.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Omitted pursuant to General Instruction I(2) of Form 10-K.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Omitted pursuant to General Instruction I(2) of Form 10-K.

ITEM 14.  CONTROLS AND PROCEDURES

a)   Within the 90-day  period prior to the filing of this  report,  the Company
     carried out an evaluation, under the supervision and with the participation
     of  its  management,  including  its  Chief  Executive  Officer  and  Chief
     Financial Officer,  of the effectiveness of the design and operation of the
     Company's  disclosure controls and procedures (as defined in Rule 13a-14 of
     the Securities  Exchange Act of 1934). Based on that evaluation,  the Chief
     Executive  Officer and the Chief Financial  Officer have concluded that the
     Company's  current  disclosure  controls and  procedures  are  effective in
     ensuring that material  information  relating to the Company required to be
     disclosed in the Company's  periodic SEC filings is made known to them in a
     timely manner.

b)   There have not been any significant changes in the internal controls of the
     Company or other  factors that could  significantly  affect these  internal
     controls subsequent to the date the Company carried out its evaluation.




                                       45
<PAGE>


                                     PART IV

ITEM 15. EXHIBITS,  CONSOLIDATED  FINANCIAL  STATEMENT  SCHEDULES AND REPORTS ON
         FORM 8-K

(a)  The following documents are filed as part of this report:
     1.   Financial statements. See Item 8 on Page 13.
     2.   Financial  statement  schedules.  See Index to Consolidated  Financial
          Statement Schedules on Page 49.

EXHIBITS

2.   (a)  Plan of Acquisition Stock Purchase  Agreement dated as of May 3, 1996,
          between  Equitable  of  Iowa  Companies  ("Equitable")  and  Whitewood
          Properties  Corp.   (incorporated  by  reference  from  Exhibit  2  in
          Equitable's Form 8-K filed August 28, 1996)

     (b)  Agreement and Plan of Merger dated as of July 7, 1997, among ING Groep
          N.V., PFHI Holdings,  Inc., and Equitable  (incorporated  by reference
          from Exhibit 2 in Equitable's Form 8-K filed July 11, 1997)

3.   (a)  Articles of  Incorporation and  By-Laws  Articles  of Incorporation of
          Golden  American  Life  Insurance  Company  ("Registrant"  or  "Golden
          American")   (incorporated   by   reference   from   Exhibit  3(a)  to
          Registrant's  Registration  Statement  on  Form  S-1  filed  with  the
          Securities and Exchange  Commission (the "SEC") on June 30, 2000 (File
          No. 333-40596)

    (b)(i)By-laws  of  Golden  American,  as amended  (incorporated by reference
          from Exhibit  3(b)(ii) to the Registrant's  Registration  Statement on
          Form S-1 filed with the SEC on June 30, 2000 (File No. 333-40596)

     (ii) By-laws of Golden American, as amended (incorporated by reference from
          Exhibit  3(b)(ii) to the Registrant's  Registration  Statement on Form
          S-1 filed with the SEC on June 30, 2000 (File No. 333-40596)

     (iii)Certificate  of Amendment of the By-laws of MB Variable Life Insurance
          Company, as amended  (incorporated by reference from Exhibit 3(b)(iii)
          to Registrant's  Registration Statement on Form S-1 filed with the SEC
          on June 30, 2000 (File No. 333-40596)

     (iv) By-laws of Golden  American,  as amended  (12/21/93)  (incorporated by
          reference from Exhibit 3(b)(iv) to Registrant's Registration Statement
          on Form S-1 filed with the SEC on June 30, 2000 (File No. 333-40596)

4.   (a)  Single  Premium   Deferred   Modified   Guaranteed   Annuity  Contract
          incorporated herein by reference to the initial Registration Statement
          for Golden American filed with the Securities and Exchange  Commission
          on June 30, 2000 (File No. 333-40596)

     (b)  Single Premium Deferred  Modified  Guaranteed  Annuity Master Contract
          incorporated   herein  by  reference   to  Amendment   No.  1  to  the
          Registration  Statement for Golden  American filed with the Securities
          and Exchange Commission on September 13, 2000 (File No. 333-40596)

     (c)  Single  Premium  Deferred  Modified   Guaranteed  Annuity  Certificate
          incorporated   herein  by  reference   to  Amendment   No.  1  to  the
          Registration  Statement for Golden  American filed with the Securities
          and Exchange Commission on September 13, 2000 (File No. 333-40596)


                                       46
<PAGE>


     (d)  Single  Premium   Deferred   Modified   Guaranteed   Annuity  Contract
          incorporated  herein by reference  Pre-Effective  Amendment No. 1 to a
          Registration  Statement on Form S-1 for Golden American filed with the
          Securities  and  Exchange  Commission  on  February  8, 2002 (File No.
          333-67660)

     (e)  Single Premium Deferred  Modified  Guaranteed  Annuity Master Contract
          incorporated  herein by reference  Pre-Effective  Amendment No. 1 to a
          initial  Registration  Statement on Form S-1 for Golden American filed
          with the Securities and Exchange  Commission on February 8, 2002 (File
          No. 333-67660)

     (f)  Single  Premium  Deferred  Modified   Guaranteed  Annuity  Certificate
          incorporated  herein by reference  Pre-Effective  Amendment No. 1 to a
          Registration  Statement on Form S-1 for Golden American filed with the
          Securities  and  Exchange  Commission  on  February  8, 2002 (File No.
          333-67660)

10   (a)  MATERIAL CONTRACTS
          Administrative  Services  Agreement,  dated  as of  January  1,  1997,
          between Golden  American and Equitable Life Insurance  Company of Iowa
          (incorporated  by  reference  from  Exhibit  10(a)  to a  Registration
          Statement for Golden  American on Form S-1 filed with the SEC on April
          29, 1998 (File No. 333-51353)

     (b)  Service  Agreement,  dated  as of  January  1,  1994,  between  Golden
          American and Directed Services,  Inc.  (incorporated by reference from
          Exhibit 10(b) to a Registration  Statement for Golden American on Form
          S-1 filed with the SEC on April 29, 1998 (File No. 333-51353)

     (c)  Service  Agreement,  dated  as of  January  1,  1997,  between  Golden
          American and Equitable  Investment  Services,  Inc.  (incorporated  by
          reference  from Exhibit 10(c) to a  Registration  Statement for Golden
          American  on Form S-1 filed  with the SEC on April 29,  1998 (File No.
          333-51353)

     (d)  Asset  management  Agreement,  dated January 20, 1998,  between Golden
          American and ING Investment  Management LLC (incorporated by reference
          from Exhibit 10(f) to Golden  American's  Form 10-Q filed with the SEC
          on August 14, 1998 (File No. 33-87272)

     (e)  Reciprocal Loan Agreement, dated January 1, 1998, as amended March 20,
          1998, between Golden American and ING America Insurance Holdings, Inc.
          (incorporated  by reference  from Exhibit  10(g) to Golden  American's
          Form 10-Q filed with the SEC on August 14, 1998 (File No. 33-87272)

     (f)  Underwriting  Agreement between Golden American and Directed Services,
          Inc.  (incorporated  by reference from Exhibit 1 to Amendment No. 9 to
          Registrant's  Registration Statement on Form S-1 filed with the SEC on
          or about February 17, 1998 (File No. 33-87272)

     (g)  Surplus Note,  dated December 17, 1996,  between  Golden  American and
          Equitable of Iowa  Companies  (incorporated  by reference from Exhibit
          10(l) to Golden  American's  Form 10-K filed with the SEC on March 29,
          2000 (File No. 33-87272)

     (h)  Surplus Note,  dated December 30, 1998,  between  Golden  American and
          Equitable Life Insurance  Company of Iowa  (incorporated  by reference
          from Exhibit 10(m) to Golden  American's  Form 10-K filed with the SEC
          on March 29, 2000 (File No. 33-87272)

     (i)  Surplus Note,  dated  September 30, 1999,  between Golden American and
          ING America Insurance Holdings,  Inc.  (incorporated by reference from
          Exhibit  10(n) to Golden  American's  Form 10-K  filed with the SEC on
          March 29, 2000 (File No. 33-87272)


                                       47
<PAGE>


     (j)  Surplus Note,  dated  December 8, 1999,  between  Golden  American and
          First Columbine Life Insurance Company (incorporated by reference from
          Exhibit  10(g) to  Amendment  No. 7 to a  Registration  Statement  for
          Golden American on Form S-1 filed with the SEC on or about January 27,
          2000 (File No. 333-28765)

     (k)  Surplus Note,  dated December 30, 1999,  between  Golden  American and
          Equitable Life Insurance  Company of Iowa  (incorporated  by reference
          from Exhibit 10(h) to Amendment No. 7 to a Registration  Statement for
          Golden American on Form S-1 filed with the SEC on or about January 27,
          2000 (File No. 333-28765)

     (l)  Reinsurance  Agreement,  effective  January  1, 2000,  between  Golden
          American   Life   Insurance   Company  and  Security  Life  of  Denver
          International,  Ltd.  (incorporated by reference from Exhibit 10(q) to
          Golden American's Form 10-K filed with the SEC on March 29, 2001 (File
          No. 33-87272)

     (m)  Participation  Agreement  between  Golden  American  and ING  Variable
          Insurance  Trust  (incorporated  by reference  from  Exhibit  10(m) to
          Registration  Statement for Golden American on Form S-1 filed with the
          SEC on or about April 26, 2000 (File No. 333-35592)

     (n)  Reinsurance  Agreement,  dated June 30, 2000,  between Golden American
          Life Insurance  Company and Equitable  Life Insurance  Company of Iowa
          (incorporated  by reference  from Exhibit  10(s) to Golden  American's
          Form 10-Q filed with the SEC on August 11, 2000 (File No. 33-87272)

     (o)  Letter of Credit between Security Life of Denver  International,  Ltd.
          and  The  Bank  of  New  York  for  the  benefit  of  Golden  American
          (incorporated  by reference to Exhibit  10(r) to Amendment  No. 3 to a
          Registration  Statement  on Form S-1  filed  with the SEC on April 23,
          2001 (File No. 333-35592)

     (p)  Form of  Participation  Agreement  between Golden American and Pilgrim
          Variable Products Trust (incorporated by reference to Exhibit 10(s) to
          Amendment No. 3 to a Registration Statement on Form S-1 filed with the
          SEC on April 23, 2001 (File No. 333-35592)

     (q)  Amendment to the  Reinsurance  Agreement  between Golden  American and
          Security Life of Denver  International,  Ltd.,  amended  September 28,
          2001  (Incorporated  by  reference  from Exhibit  10(n)  Pre-Effective
          Amendment No. 1 to a  Registration  Statement  for Golden  American on
          Form S-1 filed with the SEC on October 26, 2001 (Filed No. 333-63694)

     (r)  Participation   Agreement   between  Golden  American  Life  Insurance
          Company, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
          Shares,  Aetna  Balanced  VP,  Inc.,  Aetna GET Fund,  Aetna  Variable
          Portfolios,  Inc. and Aeltus Investment Management, Inc. (incorporated
          by reference from Exhibit 10(p) to Pre-Effective  Amendment No. 1 to a
          Registration Statement on Form S-1 filed by Registrant with the SEC on
          or about October 26, 2001 (File No. 333-63694)

     (s)  Participation Agreement between Golden American Life Insurance Company
          and ING Pilgrim Investors, LLC (incorporated by reference from Exhibit
          10(w) to Pre-Effective  Amendment No. 1 to a Registration Statement on
          Form S-1 filed by Registrant with the SEC on or about October 26, 2001
          (File No. 333-63694)

     (t)  Participation Agreement between Golden American Life Insurance Company
          and ING Pilgrim  Securities,  Inc.  (incorporated  by  reference  from
          Exhibit  10(x) to  Pre-Effective  Amendment  No.  1 to a  Registration
          Statement  on Form S-1  filed by  Registrant  with the SEC on or about
          October 26, 2001 (File No. 333-63694)


                                       48
<PAGE>


     (u)  Form of Participation Agreement between Golden American Life Insurance
          Company,  Aetna Life  Insurance  and  Annuity  Company  and  Portfolio
          Partners,  Inc.  (incorporated  by  reference  from  Exhibit  10(z) to
          Pre-Effective  Amendment No. 1 to a Registration Statement on Form S-1
          filed by Registrant with the SEC on or about October 26, 2001(File No.
          333-63694)

     (v)  Form of Services  Agreement  between  Golden  American Life  Insurance
          Company  and the  affiliated  companies  listed  on  Exhibit B to that
          Agreement   (incorporated   by  reference   from   Exhibit   10(p)  to
          Pre-Effective  Amendment No. 1 to a Registration Statement on Form S-1
          filed by Registrant  with the SEC on or about  December 11, 2001 (File
          No. 333-70602)

     (w)  Form of Services  Agreement  between  Golden  American Life  Insurance
          Company   and  ING  North   American   Insurance   Corporation,   Inc.
          (incorporated   by  reference  from  Exhibit  10(q)  to  Pre-Effective
          Amendment  No. 1 to a  Registration  Statement  on Form  S-1  filed by
          Registrant  with the SEC on or  about  December  11,  2001  (File  No.
          333-70602)

     (x)  Form of Shared  Services  Center  Services  Agreement by and among ING
          North America Insurance Corporation ("Service Provider") and Ameribest
          Life  Insurance  Company,  a  Georgia   corporation;   Equitable  Life
          Insurance  Company of Iowa,  an Iowa  corporation;  USG Annuity & Life
          Company,  an Oklahoma  corporation;  Golden  American  Life  Insurance
          Company,  a  Delaware  corporation;  First  Columbine  Life  Insurance
          Company, a Colorado corporation;  Life Insurance Company of Georgia, a
          Georgia  corporation;   Southland  Life  Insurance  Company,  a  Texas
          corporation;  Security Life of Denver  Insurance  Company,  a Colorado
          corporation;  Midwestern  United Life  Insurance  Company,  an Indiana
          corporation;  and United  Life & Annuity  Insurance  Company,  a Texas
          corporation   (incorporated   by  reference   from  Exhibit  10(r)  to
          Pre-Effective  Amendment No. 1 to a Registration Statement on Form S-1
          filed by Registrant  with the SEC on or about  December 11,  2001(File
          No. 333-70602)


                                       49
<PAGE>



               INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

                                                                        Page
                                                                    ------------

Report of Independent Auditors ..................................        50

I.  Summary of Investments - Other than Investments in
    Affiliates as of December 31, 2002...........................        51

IV. Reinsurance as of and for the years ended December 31, 2002,
    2001 and 2000................................................        52

Schedules other than those listed above are omitted because they
are not required or not applicable.


                                       50
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Golden American Life Insurance Company

We have audited the  consolidated  financial  statements of Golden American Life
Insurance  Company and Subsidiary as of December 31, 2002 and 2001, and for each
of the three years in the period ended  December  31, 2002,  and have issued our
report  thereon  dated March 21, 2003.  Our audits also  included the  financial
statement schedules listed in Item 15. These schedules are the responsibility of
the Company's  management.  Our responsibility is to express an opinion based on
our audits.

In our  opinion,  the  financial  statement  schedules  referred to above,  when
considered  in  relation  to the basic  financial  statements  taken as a whole,
present fairly, in all material respects, the information set forth therein.

                                              /s/ Ernst & Young LLP

Atlanta, Georgia
March 21, 2003





                                       51
<PAGE>
<TABLE>
<CAPTION>



                                                      SCHEDULE I
                             Summary of Investments - Other than Investments in Affiliates
                                                As of December 31, 2002
                                                      (Millions)

                                                                                                  Amount shown
                                                                                                   on Balance
     Type of Investment                                                Cost          Value*          Sheet
     -----------------------------------------------------------------------------------------------------------
<S>                                                                <C>             <C>             <C>
     Fixed maturities:
     U.S. government and government agencies and authorities       $      207.3    $      209.5    $     209.5
     Public Utilities Securities                                          335.7           349.3          349.3
     U.S. corporate securities                                          3,012.0         3,182.9        3,182.9
     Foreign securities (1)                                               228.6           242.5          242.5
     Mortgage-backed securities                                           641.7           653.5          653.5
     Other asset-backed securities                                        294.8           298.7          298.7
     Less: Fixed maturities pledged to creditors                            -               -              -
                                                                  ----------------------------------------------
            Total fixed maturities                                  $   4,720.1    $    4,936.4  $     4,936.4
                                                                  ----------------------------------------------

     Equity securities:
                                                                  ----------------------------------------------
            Total equity securities                                        22.9            19.0           19.0
                                                                  ----------------------------------------------

     Short term investments                                                 2.2             2.2            2.2
     Mortgage loans                                                       482.4           482.4          482.4
     Policy loans                                                          16.0            16.0           16.0
                                                                  ----------------------------------------------
            Total other investments                                 $     500.6     $     500.6    $     500.6
     ===========================================================================================================

 * See Notes 2 and 3 of Notes to Consolidated Financial Statements.

(1)  The  term  "foreign"  includes  foreign   governments,   foreign  political
     subdivisions,  foreign  public  utilities  and all other  bonds of  foreign
     issuers.   Substantially  all  of  the  Company's  foreign  securities  are
     denominated in U.S. dollars.


                                                      52
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                        SCHEDULE IV
                                                  Reinsurance Information
                              As of and for the years ended December 31, 2002, 2001 and 2000
                                                        (Millions)



(Millions)                                              Ceded to         Assumed                        Percentage of
                                       Gross             Other          from Other          Net        Amount assumed
                                       Amount          Companies        Companies         Amount           to net
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
<S>                                  <C>            <C>               <C>              <C>                 <C>
AT DECEMBER 31, 2002
Life insurance in Force              $   158.7      $       90.7      $       -        $      68.0         0.0%

AT DECEMBER 31, 2001
Life insurance in Force              $   169.3      $       94.8      $       -        $      74.5         0.0%

AT DECEMBER 31, 2000
Life insurance in Force              $   196.3      $      105.3      $       -        $      91.0         0.0%







                                                             53
</TABLE>
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                        Golden American Life Insurance Company
                                        --------------------------------------
                                                     (Registrant)


March 24, 2003                     By      /s/ Cheryl L. Price
------------------                       ---------------------------
     (Date)                              Cheryl L. Price
                                         Vice President, Chief Financial Officer
                                         and Chief Accounting Officer
                                         (Duly Authorized Officer and
                                         Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on or before March 27, 2003.

         SIGNATURES                                    TITLE

/s/      Cheryl L. Price                      Vice President,
----------------------------------            Chief Financial Officer
         Cheryl L. Price                      and Chief Accounting Officer


/s/      Keith Gubbay                         Director and President
----------------------------------
         Keith Gubbay


/s/      Thomas J. McInerney                  Director
---------------------------------
         Thomas J. McInerney


/s/      P. Randall Lowery                    Director
---------------------------------
         P. Randall Lowery


/s/      Mark A. Tullis                       Director
---------------------------------
         Mark A. Tullis


                                       54
<PAGE>


                                  CERTIFICATION

I, Cheryl L. Price, certify that:

1.   I have  reviewed  this annual  report on Form 10-K of Golden  American Life
     Insurance Company;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;
     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and
     c)   presented in this annual report our conclusion about the effectiveness
          of the disclosure  controls and procedures  based on our evaluation as
          of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective  actions with regard to significant  deficiencies,  defenses
     and material weaknesses.

Date: March 24, 2003
      --------------

By         /s/ Cheryl L. Price
           ---------------------------------
           Cheryl L. Price
           Vice President, Chief Financial Officer and Chief Accounting Officer
           Duly Authorized Officer and Principal Financial Officer)


                                       55
<PAGE>


                                  CERTIFICATION

I, Keith Gubbay, certify that:

1.   I have  reviewed  this annual  report on Form 10-K of Golden  American Life
     Insurance Company;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;
     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and
     c)   presented in this annual report our conclusion about the effectiveness
          of the disclosure  controls and procedures  based on our evaluation as
          of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective  actions with regard to significant  deficiencies,  defenses
     and material weaknesses.

Date: March 24, 2003
      --------------

By         /s/ Keith Gubbay
           ----------------------------
           Keith Gubbay
           President
           (Duly Authorized Officer and Principal Officer)


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