SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

For the fiscal year ended December 31, 2001.

Commission file number    33-87272,  333-51353, 333-28765, 333-28681, 333-28743,
                          ------------------------------------------------------
                          333-51949, 333-65009, 333-66745, 333-76941, 333-76945,
                          ------------------------------------------------------
                          333-35592, 333-95511, 333-30186, 333-40596, 333-33924,
                          ------------------------------------------------------
                          333-95457, 333-59386, 333-59398, 333-59408, 333-52320
                          ------------------------------------------------------
                          333-57212, 333-63694, 333-67660, 333-68138, 333-70602
                          ------------------------------------------------------
                          333-63694, 333-57212, 333-76150
                          -------------------------------

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

         Delaware                                           41-0991508
------------------------------                    ------------------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification No.)

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

Registrant's Telephone Number, including area code: (610) 425-3400
                                                    --------------

Securities Registered Pursuant to Section 12(b) of the Act:

     TITLE OF EACH CLASS           NAME OF EACH EXCHANGE ON WHICH REGISTERED
           N/A                                     N/A
--------------------------------------------------------------------------------

Securities Registered Pursuant to Section 12(g) of the 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 (ss.229.405 of this chapter) 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. [X].

As of March 27,  2002,  250,000  shares  of Common  Stock,  $10 Par  Value,  are
authorized, issued and outstanding.
As of March 27, 2002,  50,000 shares of Preferred  Stock,  $5000 Par Value,  are
authorized.

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).

DOCUMENTS INCORPORATED BY REFERENCE
See exhibit index - page 47.                                        Page 1 of 58


<PAGE>


PART I
ITEM 1. BUSINESS.

OVERVIEW

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  Equitable  of Iowa
Companies,  Inc.  ("EIC")  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  "Companies"),  is
licensed as a life  insurance  company  under the laws of the States of New York
and Delaware.  See Note 10 of the financial  statements for further  information
regarding related party transactions.

Formerly, from October 24, 1997 until December 30, 2001, EIC 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.

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

PRODUCTS

The  Companies  offer a  portfolio  of  variable  and fixed  insurance  products
designed to meet customer  needs for  tax-advantaged  saving for  retirement and
protection from death. The Companies believe 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 the Companies include
twelve variable annuity  products,  and two fixed annuity  products.  During the
year ended  December 31, 2001,  Golden  American began selling four new variable
annuity products,  GoldenSelect  Landmark,  SmartDesign  Advantage,  SmartDesign
Variable Annuity and Retirement  Solutions- ING Rollover  Choice,  and two fixed
annuity  products,  FGA New York Flex and FGA New York  MYGA.  In  August  1999,
Golden American discontinued offering variable life products. 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 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.
In addition,  First Golden also issues fixed annuity  contracts which offer only
one or more fixed  accounts,  and do not  provide for  allocation  to any of the
variable subaccounts.

At December  31,  2001,  funds on deposit in the  Companies'  variable and fixed
insurance  product  separate and fixed  accounts  totaled $11.0 billion and $2.2
billion, respectively ($9.8 billion and $1.1 billion,  respectively, at December
31,  2000,  and $7.6  billion and $1.0  billion,  respectively,  at December 31,
1999).  Variable and fixed  insurance  products  provide the Companies  with fee
based  revenues  including  charges for  mortality  and expense  risk,  contract
administration, and surrender charges. In addition, some contracts provide for a
distribution  fee  collected  for a limited  number of years after each  premium
deposit.


                                       2
<PAGE>


MARKETING AND DISTRIBUTION

The Companies continued to expand distribution systems during 2001.  Broad-based
distribution  networks  are key to  realizing  a  growing  share  of the  wealth
accumulation marketplace.  The principal distribution channels of the Companies'
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  Companies  plan  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.

BUSINESS ENVIRONMENT

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 2001 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 their standard of living in retirement;
and  potential  reductions  in  government  and  employer-provided  benefits  at
retirement,  as well  as  lower  public  confidence  in the  adequacy  of  those
benefits.  Despite an economic  downturn in the near term,  these factors should
contribute to wealth accumulation needs.

REGULATION

The  Companies'  insurance  operations  are  conducted  in  a  highly  regulated
environment.  Golden American and First Golden are each subject to the insurance
laws of the state in which  organized  and of the other  jurisdictions  in which
each transacts business.  The primary regulator of the Golden American insurance
operations is the  Commissioner  of Insurance  for the State of Delaware.  First
Golden is subject to the regulation of the  Superintendent  of Insurance for the
State of New York.  The  Companies  are also  regulated  by the  Securities  and
Exchange Commission,  and sales of their products are generally regulated by the
NASD. See Item 7, Management's Discussion and Analysis of Results of Operations.

ITEM 2. PROPERTIES.

During 2001,  Golden  American  occupied  125,000 square feet of leased space in
West Chester,  Pennsylvania.  From January 1, 2001 to September 30, 2001,  First
Golden's  business  operations were housed in a leased facility in New York, New
York, where certain of the Company's  records were maintained.  The 2,568 square
feet of office  space was leased  through  2001.  As of  October 1, 2001,  First
Golden's principal office moved to Woodbury, New York.

Property  and  equipment  primarily  represent  leasehold  improvements,  office
furniture,  certain other equipment,  and capitalized  computer software and are
not considered to be significant to the Companies' overall operations.  Property
and equipment are reported at cost less allowances for depreciation.

ITEM 3. LEGAL PROCEEDINGS.

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


                                       3
<PAGE>


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

Information called for by this item is 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.

The  Registrant is a wholly owned  subsidiary of Equitable  Life. On December 3,
2001, the Board of Directors of EIC approved a plan to contribute its holding of
100% of the  stock  of its  wholly  owned  subsidiary,  Golden  American  or the
Registrant, 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.

Under the  provisions  of the insurance  laws of certain  states in which Golden
American is licensed to sell insurance products,  Golden American is required to
maintain a minimum  total  statutory-basis  capital  and  surplus of at least $5
million.  Golden American did not pay common stock dividends  during 2001, 2000,
or 1999.

First Golden is required to maintain a minimum total statutory-basis capital and
surplus of no less than $6 million under the provisions of the insurance laws of
the  State  of New  York in which it is  presently  licensed  to sell  insurance
products.  First Golden did not pay common stock dividends during 2001, 2000, or
1999.

With regard to restrictions on the payment of dividends,  refer to the Liquidity
and Capital Resources section.

ITEM 6. SELECTED FINANCIAL DATA.

Information called for by this item is omitted pursuant to General Instruction I
(2) (a) of Form 10-K.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.

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


                                       4
<PAGE>


RESULTS OF OPERATIONS
---------------------
<TABLE>
<CAPTION>

PREMIUMS

                                                                                Percentage            Dollar
Year Ended December 31                                             2001           Change              Change          2000
-------------------------------------------------------------------------------------------------------------------------------
                                                                                    (DOLLARS IN MILLIONS)
<S>                                                               <C>               <C>               <C>           <C>
Variable annuity premiums:
   Separate account........................................         $621.5          (52.5)%           $(685.8)      $1,307.3
   Fixed account...........................................        1,898.1          139.3             1,105.0          793.1
                                                               ----------------------------------------------------------------
Total variable annuity premiums............................        2,519.6           20.0               419.2        2,100.4
Fixed annuity premiums.....................................            3.1             --                 3.1             --
Variable life premiums.....................................            1.5           (6.3)               (0.1)           1.6
                                                               ----------------------------------------------------------------
Total premiums.............................................       $2,524.2           20.1%             $422.2       $2,102.0
                                                               ================================================================
</TABLE>

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

Variable  annuity  premiums net of  reinsurance  increased  20.0% in 2001.  This
increase is primarily due to sales of the Guarantee  product, a registered fixed
account product  introduced in the last quarter of 2000.  Sales for this product
totaled $962.2 million and $139.1 million in 2001 and 2000,  respectively.  Also
contributing  to the  increase in variable  annuity  premiums  were sales of new
variable  annuity  products,   including  GoldenSelect   Landmark,   SmartDesign
Advantage,  SmartDesign Variable Annuity, and Retirement  Solutions-ING Rollover
Choice.  Offsetting  these increases are higher ceded variable  annuity separate
account  premiums  from $1.8 billion in 2000 to $1.9  billion in 2001.  Further,
there  was a  reduction  of $587.4  million  in the  sales of  variable  annuity
separate account products in 2001.

During 2001, First Golden began selling two fixed annuity products, Flex Annuity
and Multi-Year Guarantee Annuity ("MYGA").

Premiums,  net of  reinsurance,  for  variable  products  from  two  significant
broker/dealers  having at least ten  percent  of total  sales for the year ended
December 31, 2001 totaled  $538.1 million (21% of total  premiums),  compared to
$235.3  million  (11%)  from a  significant  broker/dealer  for the  year  ended
December 31, 2000.  Gross  premiums for variable  products from two  significant
broker/dealers  (having at least ten percent of total  sales) for the year ended
December 31, 2001, totaled $985.7 million (22%) of total gross premiums compared
to $831.0 million (21%), from two significant  broker/dealers for the year ended
December 31, 2000.

REVENUES
<TABLE>
<CAPTION>

                                                                                Percentage            Dollar
Year Ended December 31                                             2001           Change              Change          2000
-------------------------------------------------------------------------------------------------------------------------------
                                                                                   (DOLLARS IN MILLIONS)
<S>                                                                 <C>              <C>              <C>           <C>
Annuity and interest sensitive life product charges........         $163.8           13.0%            $18.9         $144.9
Management fee revenue.....................................           25.1            9.1               2.1           23.0
Net investment income......................................           94.4           47.3              30.3           64.1
Realized losses on investments.............................           (6.5)           1.5               0.1           (6.6)
                                                               ---------------------------------------------------------------
                                                                    $276.8           22.8%            $51.4         $225.4
                                                               ===============================================================
</TABLE>

Total revenues  increased  22.8%,  or $51.4 million,  to $276.8 million in 2001.
Annuity and interest  sensitive life product charges  increased  13.0%, or $18.9
million, to $163.8 million in 2001, primarily due to additional fees earned from
the higher average level of assets in the variable separate accounts.

Golden American provides certain managerial and supervisory services to Directed
Services, Inc. ("DSI"), a wholly owned subsidiary of EIC. The fee paid to Golden
American for these  services,  which is  calculated  as a percentage  of average


                                       5
<PAGE>


assets in the variable separate  accounts,  was $23.1 million for 2001 and $21.3
million for 2000. This increase was due to the increasing  average assets in the
variable separate accounts.

Net investment  income  increased  47.3%, or $30.3 million,  to $94.4 million in
2001  from  $64.1  million  in 2000.  This was due to a  growth  during  2001 in
invested assets backing the fixed account options within the variable  products.
This increase is mainly related to the introduction of the Guarantee  product at
the end of 2000.

During 2001,  the  Companies  had net  realized  losses on  investments  of $6.5
million,  mainly due to write downs of $4.4 million from eleven  impaired  fixed
maturities,  as well as sales of equity  securities.  In 2000, the Companies had
net realized  losses on investments of $6.6 million,  including a $142,000 write
down of an impaired fixed maturity.

EXPENSES
<TABLE>
<CAPTION>

                                                                                Percentage            Dollar
Year Ended December 31                                             2001           Change              Change          2000
-------------------------------------------------------------------------------------------------------------------------------
                                                                                   (DOLLARS IN MILLIONS)
<S>                                                                 <C>             <C>               <C>           <C>
Insurance benefits and expenses:
   Annuity and interest sensitive life benefits:
     Interest credited to account balances................          $191.9            4.9%             $8.9         $183.0
     Guaranteed benefits reserve change...................            14.0           15.7               1.9           12.1
     Benefit claims incurred in excess of account
      balances............................................             3.2          (34.7)             (1.7)           4.9
   Underwriting, acquisition, and insurance expenses:
     Commissions..........................................           232.4            8.8              18.7          213.7
     General expenses.....................................           113.2           33.3              28.3           84.9
     Insurance taxes, state licenses, and fees............             6.6           46.7               2.1            4.5
     Policy acquisition costs deferred....................          (128.2)          23.9              40.2         (168.4)
     Amortization:
       Deferred policy acquisition costs..................            45.2          (18.1)            (10.0)          55.2
       Value of purchased insurance in force..............             4.4           (8.3)             (0.4)           4.8
       Goodwill...........................................             4.2             --                --            4.2
     Expenses and charges reimbursed under modified
       coinsurance agreements.............................          (225.6)           0.1               0.2         (225.8)
                                                               ---------------------------------------------------------------
                                                                    $261.3           51.0%            $88.2         $173.1
                                                               ===============================================================
</TABLE>

Total insurance benefits and expenses increased 51.0%, or $88.2 million, in 2001
from $173.1 million in 2000.  Interest  credited to account  balances  increased
4.9%, or $8.9 million,  in 2001 from $183.0  million in 2000.  This increase was
largely due to higher average  account  balances  associated with the Companies'
fixed account options,  mainly due to the introduction of the Guarantee  product
in the  fourth  quarter  of 2000.  This was  partially  offset by lower  premium
credits on the Premium Plus product within the variable separate  accounts.  The
premium credit payments decreased by $36.2 million due to a decrease in variable
annuity sales of the separate account product.

The guaranteed  benefits  reserve change was $14.0 million at December 31, 2001,
an increase of $1.9 million, mainly due to the downturn in the equity markets.

Commissions  increased  8.8%, or $18.7  million,  in 2001 from $213.7 million in
2000 due to  increased  sales of the fixed  account  options in 2001.  Insurance
taxes, state licenses,  and fees increased 46.7%, or $2.1 million,  in 2001 from
$4.5  million  in 2000.  Changes  in  commissions  and  insurance  taxes,  state
licenses,  and fees are  generally  related  to  changes in the level and mix or
composition  of fixed and variable  product  sales.  Most costs  incurred as the
result of sales have been deferred, having little impact on current earnings.

General expenses  increased 33.3%, or $28.3 million,  in 2001 from $84.9 million
in 2000. The Companies use a network of wholesalers to distribute products,  and
the  salaries  and sales  bonuses of these  wholesalers  are included in general
expenses.  The  portion of these  salaries  and  related  expenses  that  varies
directly  with  production  levels is  deferred,  thus having  little  impact on


                                       6
<PAGE>


current  earnings.   Contributing  to  the  increase  in  general  expenses  are
additional  salary  expenses and cost  allocations  during 2001. The increase in
general  expenses  was  partially  offset by  reimbursements  received  from the
Companies' affiliates including DSI, Equitable Life, ING Mutual Funds Management
Co., LLC,  Security Life of Denver Insurance  Company,  Southland Life Insurance
Company,  and United Life & Annuity  Insurance  Company,  for certain  advisory,
computer, and other resources and services provided by the Companies.

The Companies'  previous balances of deferred policy acquisition costs ("DPAC"),
value of purchased  insurance in force  ("VPIF"),  and unearned  revenue reserve
were  eliminated  and a  new  asset  of  $44.3  million  representing  VPIF  was
established for all policies in force at the Merger Date.  During 2001 and 2000,
VPIF was  adjusted  to  increase  amortization  by  $648,000  and $1.6  million,
respectively,  to reflect  changes in the  assumptions  related to the timing of
estimated gross profits.  Based on current  conditions and assumptions as to the
impact of future events on acquired policies in force, the expected  approximate
net  amortization  relating to VPIF as of December  31, 2001 is $3.1  million in
2002, $2.8 million in 2003, $2.4 million in 2004, $1.9 million in 2005, and $1.4
million in 2006. Actual  amortization may vary based upon changes in assumptions
and experience.

Policy  acquisition costs deferred  decreased $40.2 million,  or 23.9%, in 2001.
The  decline  in the  policy  acquisition  costs  deferred  was mainly due to an
increase in the amount of  deferred  costs that have been offset due to modified
coinsurance  agreements.  Further,  there was a lower  deferral  of the  premium
credit on the Premium Plus product,  slightly  offset by an increase in deferred
commissions.  Amortization DPAC decreased $10.0 million,  or 18.1%, in 2001. The
decrease in the  amortization was mainly due to the lower net amount of deferred
costs.

Expenses and charges reimbursed under modified coinsurance  agreements decreased
from $225.8  million for the year ended  December 31, 2000 to $225.6 million for
the year ended  December  31, 2001.  This  reimbursement  is primarily  due to a
modified coinsurance  agreement which was entered into during the second quarter
of  2000,  with  Equitable  Life  covering  a  considerable  portion  of  Golden
American's variable annuities issued after January 1, 2000, excluding those with
an interest rate guarantee. Under this reinsurance agreement, $224.5 million and
$218.8  in  expenses  and  charges  were   reimbursed   during  2001  and  2000,
respectively.  This  reimbursement  offset deferred policy acquisition costs and
non-deferrable costs related to policies reinsured under this agreement.

Interest expense decreased 3.1%, or $0.6 million,  in 2001 from $19.9 million in
2000.  Interest  expense on a $25 million  surplus note issued December 1996 and
expiring  December  2026 was $2.1 million for the year ended  December 31, 2001,
unchanged  from the same  period  of 2000.  Interest  expense  on a $60  million
surplus note issued in December 1998 and expiring December 2028 was $4.4 million
for the year ended December 31, 2001, unchanged from the year ended December 31,
2000.  Interest expense on a $75 million surplus note, issued September 30, 1999
and expiring September 29, 2029 was $5.8 million for the year ended December 31,
2001, unchanged from the year ended December 31, 2000. Interest expense on a $50
million surplus note,  issued December 1999 and expiring  December 2029 was $4.1
million for the year ended  December  31,  2001,  unchanged  from the year ended
December  31,  2000.  Interest  expense on a $35  million  surplus  note  issued
December  1999 and  expiring  December  2029 was $2.8 million for the year ended
December 31, 2001, and $3.0 million for the year ended December 31, 2000. Golden
American also paid $26,000 in 2001 and $482,000 in 2000 to ING America Insurance
Holdings, Inc. ("ING AIH") for interest on a reciprocal loan agreement. Interest
expense on a revolving note payable with SunTrust Bank, Atlanta was $119,000 and
$87,000 for the years ended December 31, 2001 and 2000, respectively.

INCOME

Net loss for 2001 was $4.0 million,  a decrease from net income of $19.2 million
for 2000.  Comprehensive  income for 2001 was $3.9 million,  a decrease of $20.4
million from comprehensive income of $24.3 million for 2000.

The net loss for Golden  American as  determined in  accordance  with  statutory
accounting  practices was $156.4  million in 2001,  $71.1  million in 2000,  and
$85.6 million in 1999. The increase in statutory loss during 2001 was mainly due
to increases in expense  allocations,  acquisition  costs,  guaranteed death and
living benefit  reserves,  and initial  reserves  resulting from higher premiums
during 2001 as compared to 2000.


                                       7
<PAGE>


FINANCIAL CONDITION
-------------------

RATINGS

Currently,  the  Companies'  ratings are A+ by A. M. Best Company,  AA+ by Fitch
Ratings, and AA+ by Standard & Poor's Rating Services ("Standard & Poor's").

INVESTMENTS

The  financial  statement  carrying  value  and  amortized  cost  basis  of  the
Companies' total investments increased 143.3% and 139.9%, respectively, in 2001.
All of the Companies' investments, other than mortgage loans on real estate, are
carried at fair value in the Companies'  financial  statements.  The increase in
the carrying value of the Companies'  investment portfolio was mainly due to net
purchases,  as well as changes in unrealized  appreciation  and  depreciation of
fixed  maturities.  Growth  in  the  cost  basis  of the  Companies'  investment
portfolio  resulted  from  the  investment  of  premiums  from  the  sale of the
Companies' fixed account options mainly due to the introduction of the Guarantee
product.  The  Companies  manage the growth of insurance  operations in order to
maintain  adequate  capital ratios.  To support the fixed account options of the
Companies'  insurance  products,  cash  flow  was  invested  primarily  in fixed
maturities and mortgage loans on real estate.

At  December  31,  2001,  the  Companies  had 18  investments  in  default.  The
Companies'  investments  had an average yield of 6.3% at December 31, 2001.  The
Companies estimate the total investment portfolio, excluding policy loans, had a
fair value approximately equal to 100.8% of amortized cost value at December 31,
2001.

FIXED MATURITIES:  At December 31, 2001, the Companies had fixed maturities with
an amortized  cost and an estimated  fair value of $2.0  billion.  The Companies
classify 100% of securities as available for sale. Net  unrealized  appreciation
of fixed  maturities  of $12.4 million was  comprised of gross  appreciation  of
$30.0 million and gross  depreciation of $17.6 million.  Net unrealized  holding
gains on these securities of $3.8 million were included in stockholder's  equity
at December 31, 2001 (net of adjustments for VPIF of $0.5 million,  DPAC of $6.0
million, and deferred income taxes of $2.1 million).

The  individual  securities in the  Companies'  fixed  maturities  portfolio (at
amortized cost) include  investment grade securities,  which include  securities
issued by the U.S. government,  its agencies, and corporations that are rated at
least A- by Standard & Poor's  ($1.0  billion or 52.0%),  that are rated BBB+ to
BBB- by Standard & Poor's ($446.8 million or 22.5%),  and below investment grade
securities,  which are securities  issued by corporations that are rated BB+ and
lower by Standard & Poor's  ($101.1  million or 5.1%).  Securities  not rated by
Standard & Poor's had a National Association of Insurance Commissioners ("NAIC")
rating of 1, 2, 3, 4, or 5, with 1 being the  highest  rating  (totaling  $403.5
million  or  20.4%),  and  investments  with a rating  of 6 on which  impairment
writedowns have been  recognized  ($0.3 million or 0.0%).  The Companies'  fixed
maturity investment  portfolio had a combined yield at amortized cost of 6.5% on
December 31, 2001.

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

At  December  31,  2001,  the  amortized  cost  value  of the  Companies'  total
investment  in below  investment  grade  securities,  excluding  mortgage-backed
securities,  was $82.8 million, or 3.6%, of the Companies' investment portfolio.
The Companies intend to purchase  additional below investment grade  securities,
but do not expect the percentage of the portfolio invested in such securities to
exceed 10% of the investment portfolio.  At December 31, 2001, the average yield
at amortized cost on the Companies'  below  investment  grade portfolio was 8.5%
compared to 6.5% for the Companies'  investment  grade corporate bond portfolio.
The Companies  estimate the fair value of the below  investment  grade portfolio
was $82.7 million, or 99.9% of amortized cost value, at December 31, 2001.

Below investment grade securities have different characteristics than investment
grade  corporate debt  securities.  Risk of loss upon default by the borrower is
significantly  greater with respect to below  investment  grade  securities than
with other corporate debt  securities.  Below  investment  grade  securities are
generally unsecured and are often subordinated to other creditors of the issuer.


                                       8
<PAGE>


Also, issuers of below investment grade securities usually have higher levels of
debt and are more sensitive to adverse economic conditions, such as recession or
increasing  interest  rates,  than are investment  grade issuers.  The Companies
attempt to reduce the overall risk in the below investment  grade portfolio,  as
in all investments,  through careful credit analysis,  strict  investment policy
guidelines, and diversification by issuer and/or guarantor and by industry.

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

In 2001,  fixed  maturities  designated  as  available  for sale with a combined
amortized cost of $881.1 million were sold,  called, or repaid by their issuers.
In total,  net  pre-tax  losses  from  sales,  calls,  and  repayments  of fixed
maturities amounted to $0.5 million in 2001.

In 2001,  Golden American  determined that the carrying value of eleven impaired
fixed maturity  investments  exceeded their estimated net realizable value. As a
result,  during  2001,  Golden  American  recognized  a  total  pre-tax  loss of
approximately  $4.4 million to reduce the carrying  value of all impaired  fixed
maturity investments to their net realizable value of $5.5 million.

EQUITY  SECURITIES:  Equity securities with a cost of $8.6 million were redeemed
during 2001, resulting in a realized loss of $1.6 million. At December 31, 2001,
the Companies owned equity securities with a cost of $74,000.

MORTGAGE LOANS ON REAL ESTATE:  Mortgage loans on real estate  represent 9.6% of
the Companies'  investment  portfolio.  Mortgages  outstanding at amortized cost
were $213.9  million at December 31, 2001 with an estimated fair value of $219.2
million.  The  Companies'  mortgage  loan  portfolio  includes  79 loans with an
average size of $2.7 million.  The Companies'  mortgage loans on real estate are
typically secured by occupied buildings in major metropolitan  locations and are
diversified by type of property and geographic location.  Mortgage loans on real
estate have been analyzed by geographical  location with concentrations by state
identified as Ohio (20% in 2001 and 4% in 2000) and California  (18% in 2001 and
15% in 2000). There are no other concentrations of mortgage loans on real estate
in any state exceeding ten percent of the Companies'  mortgage loans  investment
at  December  31,  2001 and 2000.  Mortgage  loans on real estate have also been
analyzed  by  collateral  type with  significant  concentrations  identified  in
multi-family apartments (36% in 2001 and 10% in 2000), industrial buildings (19%
in 2001, 35% in 2000),  retail facilities (20% in 2001, 18% in 2000), and office
buildings (21% in 2001, 29% in 2000). At December 31, 2001, the average yield on
the Companies' mortgage loan portfolio was 7.1%.

At December 31, 2001, no mortgage loan on real estate was  delinquent by 90 days
or more. The Companies' loan  investment  strategy is consistent with other life
insurance  subsidiaries  of  ING  in  the  United  States.  The  Companies  have
experienced a historically low default rate in their mortgage loan portfolios.

OTHER ASSETS

Reinsurance  recoverables increased $22.0 million during 2001, due largely to an
increase  of  $14.2  million  in  reinsurance   reserves  from  an  intercompany
reinsurance  agreement  between  Golden  American  and  Security  Life of Denver
International,  Ltd.. On December 28, 2000,  effective  January 1, 2000,  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.  Negative equity market
returns during 2001 led to the increase in the  reinsurance  reserves under this
agreement.


                                       9
<PAGE>


Amounts due from  affiliates were $20,000 and $38.8 million at December 31, 2001
and 2000, respectively.  At December 31, 2000, the Companies had a receivable of
$35.0  million  related to a capital  contribution  from EIC,  which was settled
during 2001.

Accrued  investment  income  increased  $13.2  million  during  2001,  due to an
increase in investments in fixed  maturities in 2001,  which lead to an increase
in investment income from fixed maturities.

DPAC  represents  certain  deferred  costs  of  acquiring   insurance  business,
principally  first year commissions and interest bonuses,  premium credits,  and
other expenses  related to the production of business after the Merger Date. The
Companies'  previous  balances of DPAC and VPIF were eliminated as of the Merger
Date, and an asset  representing  VPIF was established for all policies in force
at the Merger Date.  VPIF is amortized into income in proportion to the expected
gross  profits  of in  force  acquired  business  in a  manner  similar  to DPAC
amortization.  Any expenses which vary directly with the sales of the Companies'
products are deferred and  amortized.  At December 31, 2001,  the  Companies had
DPAC and VPIF balances of $709.0  million and $20.2  million,  respectively,  as
compared  to DPAC and  VPIF  balances  of  $635.1  million  and  $25.9  million,
respectively,  at December 31, 2000.  During 2001 and 2000, the amount of policy
acquisition costs deferred was reduced due to the effects of expenses reimbursed
under the modified coinsurance  agreements.  See Liquidity and Capital Resources
for further information regarding the modified coinsurance agreements.

Goodwill  totaling  $169.0 million,  representing  the excess of the acquisition
cost over the fair value of net assets  acquired,  was established at the Merger
Date.  Accumulated  amortization  of goodwill as of December  31, 2001 was $17.6
million.

Other assets  decreased  $19.2 million  during 2001, due mainly to a decrease in
the receivable for securities sold.

At December 31, 2001, the Companies had $11.0 billion of separate account assets
compared to $9.8 billion at December 31, 2000. The increase in separate  account
assets resulted from sales of the Companies'  variable annuity products,  net of
redemptions, and from net policyholder transfers to the separate account options
from the fixed account  options within the variable  products.  The increase was
partially offset by negative equity market returns.

At December 31, 2001, the Companies had total assets of $14.4  billion,  a 21.2%
increase from December 31, 2000.

LIABILITIES

Future  policy  benefits  for  annuity  and  interest  sensitive  life  products
increased  $1.1 billion  (104.3%),  to $2.2 billion  reflecting net sales of the
Companies' fixed account options, net of transfers to the separate account.

Separate account liabilities  increased $1.2 billion (11.5%) to $11.0 billion at
December 31, 2001.  Net  contributions  to the separate  account were  partially
offset by a decrease in separate  account  liabilities  resulting  from negative
equity market returns.

On December 30, 1999, Golden American issued a $50 million,  8.179% surplus note
to Equitable Life, which matures on December 29, 2029.

On December 8, 1999,  Golden American issued a $35 million,  7.979% surplus note
to First  Columbine  Life  Insurance  Company,  an  affiliate,  which matures on
December 7, 2029.

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

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

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


                                       10
<PAGE>


Amounts  due to  affiliates  increased  by $5.2  million  from $19.9  million at
December 31, 2000 to $25.1  million at December 31, 2001.  This is mainly due to
an overpayment by Equitable Life to Golden  American of the cash settlement of a
liability for the modified coinsurance agreement.

Other  liabilities  increased  $55.9  million from $69.4 million at December 31,
2000 to $125.3 at December  31, 2001,  due  primarily to the increase in amounts
payable for  securities  purchased.  Also  contributing  to this increase is the
timing of the  settlement of account  transfers  and an increase in  outstanding
checks.

In conjunction  with the volume of variable  annuity sales, the Companies' total
liabilities  increased  $2.3  billion,  or 20.5%,  during 2001 and totaled $13.6
billion at December 31, 2001.

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

STOCKHOLDER'S EQUITY

Additional paid-in capital increased $196.8 million, or 33.7%, from December 31,
2000 to $780.4 million at December 31, 2001, due to capital  contributions  from
EIC.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

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

Net cash provided by operating activities was $239.9 million in 2001 compared to
net cash  provided  by  operating  activities  of  $72.7  million  in 2000.  The
Companies have  predominantly had negative cash flows from operating  activities
since Golden American started issuing variable insurance products in 1989. These
negative  operating cash flows result  primarily from the funding of commissions
and other  deferrable  expenses  related to the continued growth in the sales of
variable annuity products. For 2001 and 2000, negative operating cash flows have
been  offset by the effects of a modified  coinsurance  agreement  entered  into
during the second  quarter of 2000 with Equitable  Life.  This resulted in a net
cash  settlement  of  $224.5  million  during  2001.  For  2000,  this  modified
coinsurance  resulted  in a net cash  settlement  of $218.8  million.  A further
source of cash  provided  from  operating  activities  is the  decrease in other
assets and  receivables  from  affiliates,  together  with an  increase in other
liabilities and payables to affiliates.

Net cash used in investing  activities  was $1.3 billion during 2001 as compared
to net cash  provided by investing  activities  of $49.3  million in 2000.  This
increase in the net cash used in investing  activities  is primarily  due to net
purchases  of fixed  maturities  and mortgage  loans on real estate  during 2001
versus net sales for these types of  investments in 2000. Net purchases of fixed
maturities  reached  $1.2  billion in 2001 versus net sales of $51.1  million in
2000.  Net purchases of mortgage  loans on real estate reached $114.3 million in
2001 versus net purchases of $0.2 million during the same period in 2000.  These
investment  purchases  were mainly due to an increase in sales of the Companies'
fixed account options,  primarily from the introduction of the Guarantee product
in the fourth quarter of 2000.

Net cash  provided  by  financing  activities  was $1.1  billion  during 2001 as
compared to net cash used in financing  activities of $51.9  million  during the
prior year. In 2001,  net cash provided by financing  activities  was positively
impacted  by net fixed  account  deposits  of $1.8  billion  compared  to $660.4
million in 2000 primarily due to the  introduction  of the Guarantee  product in
the fourth quarter of 2000. In 2001,  net cash provided by financing  activities
was also positively impacted by an increase in capital  contributions  from EIC.


                                       11
<PAGE>


The Companies received $196.8 million in capital  contributions from EIC in 2001
compared to $115.0 million in 2000.  Offsetting  these  increases,  during 2001,
were net reallocations to the Companies'  separate accounts,  which increased to
$902.9 million from $825.9 million during the prior year.

The Companies'  liquidity position is managed by maintaining  adequate levels of
liquid assets,  such as cash or cash  equivalents  and  short-term  investments.
Additional sources of liquidity include borrowing  facilities to meet short-term
cash  requirements.  Golden American  maintains a $65.0 million  reciprocal loan
agreement  with ING  America  Insurance  Holdings,  Inc.  ("ING  AIH"),  and the
Companies  have  established  an $85.0  million  revolving  note  facility  with
SunTrust  Bank.  This  revolving  note payable was amended and restated in April
2001 with an  expiration  date of May 31, 2002.  Management  believes that these
sources  of  liquidity  are  adequate  to meet the  Companies'  short-term  cash
obligations.

Based on current  trends,  the  Companies  expect to continue to use net cash in
operating  activities,  given the  continued  growth  of  annuity  sales.  It is
anticipated that a continuation of capital  contributions  from its Parent,  the
issuance of additional  surplus  notes,  and/or the use of modified  coinsurance
agreements  will cover  these net cash  outflows.  ING AIH is  committed  to the
sustained growth of Golden  American.  During 2002, ING AIH will maintain Golden
American's  statutory  capital and surplus at the end of each quarter at a level
such that:  1) the ratio of Total  Adjusted  Capital  divided by Company  Action
Level Risk Based Capital  exceeds 300%; 2) the ratio of Total  Adjusted  Capital
(excluding  surplus  notes)  divided by Company  Action Level Risk Based Capital
exceeds 200%; and 3) Golden American's statutory capital and surplus exceeds the
"Amounts Accrued for Expense Allowances  Recognized in Reserves" as disclosed on
page 3, Line 13 of Golden American's statutory statement.

During 2000 and 2001,  Golden  American  occupied  125,000 square feet of leased
space in West Chester, Pennsylvania. From January 1, 2001 to September 30, 2001,
First Golden's principal office was located in New York, New York, where certain
of the Company's records were maintained.  As of October 1, 2001, First Golden's
principal office moved to Woodbury, New York.

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
2001, 2000, or 1999.

Under the  provisions  of the  insurance  laws of the  State of New York,  First
Golden cannot  distribute  any dividends to its  stockholder,  Golden  American,
unless a notice  of its  intent  to  declare a  dividend  and the  amount of the
dividend has been filed with the New York  Insurance  Department at least thirty
days in advance of the proposed  declaration.  If the  Superintendent of the New
York Insurance Department finds the financial condition of First Golden does not
warrant the distribution,  the Superintendent may disapprove the distribution by
giving written  notice to First Golden within thirty days after the filing.  The
management  of First  Golden  does not  anticipate  paying  dividends  to Golden
American  during 2002.  First Golden did not pay common stock  dividends  during
2001, 2000, or 1999.

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

REINSURANCE: At December 31, 2001, Golden American had reinsurance treaties with
five  unaffiliated   reinsurers  and  three  affiliated  reinsurers  covering  a
significant  portion  of the  mortality  risks and  guaranteed  death and living
benefits under its variable  contracts.  Golden  American  remains liable to the
extent  its  reinsurers  do not meet  their  obligations  under the  reinsurance
agreements.

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


                                       12
<PAGE>


On December 28, 2000, 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 was obtained  through Bank of New York
in the amount of $25 million related to this agreement.  Effective  December 24,
2001, the letter of credit amount was revised to $70 million.

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

MARKET RISK AND RISK MANAGEMENT
-------------------------------

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

Contractholders  bear the majority of the  investment  risks related to variable
insurance  products.  The Companies' products also provide certain minimum death
and guaranteed  living  benefits;  the Companies'  liabilities  related to these
benefits  which  depend  in part on the  performance  of the  variable  separate
accounts.  Currently,  the  majority  of death  and  living  benefit  risks  are
reinsured,  which protects the Companies from adverse  mortality  experience and
prolonged capital market decline.

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

On the  basis of these  analyses,  management  believes  there is  currently  no
material  solvency risk to the  Companies.  With respect to a 10% drop in equity
values  from  year end 2001  levels,  variable  separate  account  funds,  which
represent 84% of the Companies' in force  business,  pass the risk in underlying
fund  performance to the  contractholder  (except for certain  minimum  benefits
guarantees, described above). With respect to interest rate movements up or down
100 basis points from year end 2001 levels,  the  remaining  16% of the in force
are fixed account funds,  and almost all of these have market value  adjustments
which  provide  significant  protection  to the  Companies  against  changes  in
interest rates.

CRITICAL ACCOUNTING POLICIES
----------------------------

GENERAL

We have  identified  the  accounting  policies below as critical to our business
operations  and  understanding  of our  results  of  operations.  For a detailed
discussion of the application of these and other accounting policies, see Note 1
in the Notes to Consolidated Financial Statements.  Note that the application of
these accounting  policies in the preparation of this report requires management
to use judgments involving  assumptions and estimates  concerning future results
or other developments including the likelihood,  timing or amount of one or more
future  transactions  or events.  There can be no assurance  that actual results
will not differ from those estimates. These judgments are reviewed frequently by


                                       13
<PAGE>


senior  management,  and an  understanding  of them  may  enhance  the  reader's
understanding of the Company's financial statements and Management's  Discussion
and Analysis.

AMORTIZATION OF DEFERRED  ACQUISITION COSTS AND VALUE OF PURCHASED  INSURANCE IN
FORCE

We  amortize  our  deferred  policy  acquisition  costs and  value of  purchased
insurance in force on our annuity  contracts in  proportion  to estimated  gross
profits.  The  amortization is adjusted to reflect actual gross profits over the
life of the  contracts  (up to 30 years for annuity  contracts).  Our  estimated
gross  profits  are  computed  based on  assumptions  related to the  underlying
contracts including, but not limited to, charges assessed against policyholders,
margins, lapse, persistency, expenses and asset growth rates.

Our current estimated gross profits include certain judgments concerning charges
assessed against policyholders,  margins, lapse, persistency, expenses and asset
growth  that  are  based on a  combination  of  actual  company  experience  and
historical market experience of equity and fixed income returns. Estimated gross
profits are adjusted  periodically to take into account the actual experience to
date and changes in assumptions as regards the future.  Short-term  variances of
actual  results from the  judgments  made by  management  can impact  quarter to
quarter earnings.

INCOME TAXES

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
---------------------------------------------------------

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

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

2.   Changes in the federal income tax laws and  regulations,  which benefit the
     tax  treatment  of  investments  that  compete  with  annuity  products for
     retirement savings may adversely affect the tax treatment of the Companies'
     products and benefits thereunder.

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

4.   Increasing  competition  from  other  market  participants  for the sale of
     annuity products.

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The matters set forth under the caption  "Market  Risk and Risk  Management"  in
Management's  Discussion  and Analysis of Results of Operations  (Item 7 of this
report) are incorporated herein by reference.


                                       14
<PAGE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


REPORT OF INDEPENDENT AUDITORS

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

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying  consolidated balance sheets of Golden American
Life  Insurance  Company  as of  December  31,  2001 and 2000,  and the  related
consolidated statements of operations, changes in stockholder's equity, and cash
flows for each of the three years in the period ended  December  31,  2001.  Our
audits also included the financial  statement  schedules  listed in the Index at
Item 14(a).  These financial  statements and schedules are the responsibility of
the Companies' management.  Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of Golden American
Life  Insurance  Company at  December  31, 2001 and 2000,  and the  consolidated
results of its  operations and its cash flows for each of the three years in the
period  ended  December 31,  2001,  in  conformity  with  accounting  principles
generally  accepted in the United  States.  Also,  in our  opinion,  the related
financial  statement  schedules,  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 15, 2002


                                       15
<PAGE>
<TABLE>
<CAPTION>


                                                     CONSOLIDATED BALANCE SHEETS
                                            (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


                                                                                    December 31, 2001       December 31, 2000
                                                                                 -----------------------------------------------
<S>                                                                                     <C>                     <C>
ASSETS

 Investments:
   Fixed maturities, available for sale, at fair value
     (cost: 2001 - $1,982,527; 2000 - $798,751).............................             $1,994,913                $792,578
   Equity securities, at fair value (cost: 2001 - $74; 2000 - $8,611).......                     55                   6,791
   Mortgage loans on real estate............................................                213,883                  99,916
   Policy loans.............................................................                 14,847                  13,323
   Short-term investments...................................................                 10,021                   5,300
                                                                                 -----------------------------------------------
Total investments...........................................................              2,233,719                 917,908

Cash and cash equivalents...................................................                195,726                 164,682

Reinsurance recoverable.....................................................                 27,151                  19,331

Reinsurance recoverable from affiliates ....................................                 28,800                  14,642

Due from affiliates.........................................................                     20                  38,786

Accrued investment income...................................................                 22,771                   9,606

Deferred policy acquisition costs...........................................                709,042                 635,147

Value of purchased insurance in force.......................................                 20,203                  25,942

Current income taxes recoverable............................................                    400                     511

Property and equipment, less allowances for depreciation
   of $10,624 in 2001 and $5,638 in 2000....................................                 10,468                  14,404

Goodwill, less accumulated amortization of $17,600 in 2001
   and $13,376 in 2000......................................................                151,363                 155,587

Other assets................................................................                 12,788                  32,019

Separate account assets.....................................................             10,958,191               9,831,489
                                                                                 -----------------------------------------------
Total assets................................................................            $14,370,642             $11,860,054
                                                                                 ===============================================

SEE ACCOMPANYING NOTES.

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


                                               CONSOLIDATED BALANCE SHEETS - CONTINUED
                                            (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)





                                                                                    December 31, 2001       December 31, 2000
                                                                                 ------------------------------------------------
<S>                                                                                      <C>                      <C>
LIABILITIES AND STOCKHOLDER'S EQUITY

Policy liabilities and accruals:
   Future policy benefits:
     Annuity and interest sensitive life products.........................                $2,178,189               $1,062,891
     Unearned revenue reserve.............................................                     6,241                    6,817
  Other policy claims and benefits........................................                       836                       82
                                                                                 ------------------------------------------------
                                                                                           2,185,266                1,069,790

Surplus notes.............................................................                   245,000                  245,000
Revolving note payable....................................................                     1,400                       --
Due to affiliates.........................................................                    25,080                   19,887
Deferred income tax liability.............................................                    12,612                    7,377
Other liabilities.........................................................                   125,264                   69,374
Separate account liabilities..............................................                10,958,191                9,831,489
                                                                                 ------------------------------------------------
                                                                                          13,552,813               11,242,917

Commitments and contingencies

Stockholder's equity:
  Preferred Stock, par value $5,000 per share, authorized
     50,000 shares........................................................                        --                       --
  Common stock, par value $10 per share, authorized,
     issued, and outstanding 250,000 shares...............................                     2,500                    2,500
  Additional paid-in capital..............................................                   780,436                  583,640
  Accumulated other comprehensive gain (loss).............................                     3,804                   (4,046)
  Retained earnings.......................................................                    31,089                   35,043
                                                                                 ------------------------------------------------
Total stockholder's equity................................................                   817,829                  617,137
                                                                                 ------------------------------------------------
Total liabilities and stockholder's equity................................               $14,370,642              $11,860,054
                                                                                 ================================================











SEE ACCOMPANYING NOTES.

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


                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                                       (DOLLARS IN THOUSANDS)




Year Ended December 31                                                      2001               2000               1999
                                                                  ---------------------------------------------------------
<S>                                                                       <C>                <C>                <C>
Revenues:
   Annuity and interest sensitive life product charges........            $163,805           $144,877            $82,935
   Management fee revenue.....................................              25,079             22,982             11,133
   Net investment income......................................              94,396             64,140             59,169
   Realized losses on  investments............................              (6,470)            (6,554)            (2,923)
                                                                  ---------------------------------------------------------
                                                                           276,810            225,445            150,314

Insurance benefits and expenses:
   Annuity and interest sensitive life benefits:
     Interest credited to account balances....................             191,885            183,003            175,257
     Guaranteed benefits reserve change.......................              14,015             12,085                  -
     Benefit claims incurred in excess of account balances....               3,182              4,943              6,370
   Underwriting, acquisition, and insurance expenses:
     Commissions..............................................               2,686              4,836              6,847
     Commissions - affiliates.................................             229,726            208,883            181,536
     General expenses.........................................             113,259             84,936             60,205
     Insurance taxes, state licenses, and fees................               6,610              4,528              3,976
     Policy acquisition costs deferred........................            (128,249)          (168,444)          (346,396)
     Amortization:
      Deferred policy acquisition costs.......................              45,229             55,154             33,119
      Value of purchased insurance in force...................               4,403              4,801              6,238
      Goodwill................................................               4,224              4,224              4,224
    Expenses and charges reimbursed under modified
     coinsurance agreements...................................              (1,085)            (7,030)            (9,247)
    Expenses and charges reimbursed under modified
     coinsurance agreements - affiliates......................            (224,549)          (218,757)                --
                                                                  ---------------------------------------------------------
                                                                           261,336            173,162            122,129

Interest expense..............................................              19,252             19,867              8,894
                                                                  ---------------------------------------------------------
                                                                           280,588            193,029            131,023
                                                                  ---------------------------------------------------------
Income (loss) before income taxes.............................              (3,778)            32,416             19,291

Income taxes..................................................                 176             13,236              8,077
                                                                  ---------------------------------------------------------

Net income (loss).............................................             $(3,954)           $19,180            $11,214
                                                                  =========================================================











SEE ACCOMPANYING NOTES.

                                                                 18
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                                           (DOLLARS IN THOUSANDS)


                                                                                      Accumulated
                                                                   Additional               Other                         Total
                                                         Common       Paid-in       Comprehensive    Retained     Stockholder's
                                                          Stock       Capital       Income (Loss)    Earnings            Equity
                                                    -----------------------------------------------------------------------------
<S>                                                      <C>         <C>                 <C>          <C>              <C>
Balance at December 31, 1998...................          $2,500      $347,640              $(895)      $4,649          $353,894
   Comprehensive income:
     Net income................................              --            --                 --       11,214            11,214
     Change in net unrealized investment
       losses..................................              --            --             (8,259)          --            (8,259)
                                                                                                                -----------------
   Comprehensive income........................                                                                           2,955
   Contribution of capital.....................              --       121,000                 --           --           121,000
                                                    -----------------------------------------------------------------------------
Balance at December 31, 1999...................          $2,500      $468,640            $(9,154)     $15,863          $477,849
   Comprehensive income:
     Net income................................              --            --                 --       19,180            19,180
     Change in net unrealized investment
       gains ..................................              --            --              5,108           --             5,108
                                                                                                                -----------------
   Comprehensive income........................                                                                          24,288
   Contribution of capital.....................              --       115,000                 --           --           115,000
                                                    -----------------------------------------------------------------------------
Balance at December 31, 2000...................          $2,500      $583,640            $(4,046)     $35,043          $617,137
   Comprehensive income:
     Net loss..................................              --            --                 --       (3,954)           (3,954)
     Change in net unrealized investment
       gains ..................................              --            --              7,850           --             7,850
                                                                                                                -----------------
   Comprehensive income........................                                                                           3,896
   Contribution of capital.....................              --       196,796                 --           --           196,796
                                                    -----------------------------------------------------------------------------
Balance at December 31, 2001...................          $2,500      $780,436             $3,804      $31,089          $817,829
                                                    =============================================================================
















SEE ACCOMPANYING NOTES.

                                                                 19
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (DOLLARS IN THOUSANDS)




Year Ended December 31                                                   2001            2000              1999
                                                                   ---------------------------------------------------
<S>                                                                    <C>                <C>             <C>
OPERATING ACTIVITIES
Net income (loss).............................................            $(3,954)         $19,180         $11,214
Adjustments to reconcile net income to net cash
  provided by (used in) operations:
   Adjustments related to annuity and
     interest sensitive life products:
     Interest credited and other charges on
       interest sensitive products............................            191,885          183,003         175,257
     Charges for mortality and administration.................               (341)            (313)            524
     Change in unearned revenues..............................               (576)             517           2,460
   Increase in policy liabilities and accruals................                754               74               8
   Increase in guaranteed benefits reserve....................             28,173           26,727              --
   Decrease (increase) in accrued investment income...........            (13,165)           1,592          (1,553)
   Policy acquisition costs deferred..........................           (128,249)        (168,444)       (346,396)
   Amortization of deferred policy acquisition costs..........             45,229           55,154          33,119
   Amortization of value of purchased insurance in force......              4,403            4,801           6,238
   Change in other assets, due to/from affiliates, other
     liabilities, and accrued income taxes....................            108,578          (78,482)         24,845
   Provision for depreciation and amortization................              1,341            9,062           9,296
   Provision for deferred income taxes........................               (606)          13,282           8,077
   Realized losses on investments.............................              6,470            6,554           2,923
                                                                   ---------------------------------------------------
Net cash provided by (used in) operating activities...........            239,942           72,707         (73,988)
                                                                   ---------------------------------------------------

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
   Fixed maturities - available for sale......................            880,688          205,136         220,547
   Mortgage loans on real estate..............................            135,996           12,701           6,572
   Equity securities..........................................              6,956            6,128              --
   Policy loans - net.........................................                 --              834              --
   Short-term investments - net...............................                 --               --             980
                                                                   ---------------------------------------------------
                                                                        1,023,640          224,799         228,099
Acquisition of investments:
   Fixed maturities - available for sale......................         (2,070,849)        (154,028)       (344,587)
   Equity securities..........................................                (40)              --              --
   Mortgage loans on real estate..............................           (250,314)         (12,887)         (9,659)
   Policy loans - net.........................................             (1,524)              --          (2,385)
   Short-term investments - net...............................             (4,721)          (5,300)             --
                                                                   ---------------------------------------------------
                                                                       (2,327,448)        (172,215)       (356,631)
Issuance of reciprocal loan agreement receivables.............                 --          (16,900)             --
Receipt of repayment of reciprocal loan agreement
  receivables.................................................                 --           16,900              --
Net sale (purchase) of property and equipment.................              1,248           (3,285)         (8,968)
                                                                   ---------------------------------------------------
Net cash provided by (used in) investing activities...........         (1,302,560)          49,299        (137,500)


SEE ACCOMPANYING NOTES.

                                                                 20
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                             (DOLLARS IN THOUSANDS)





Year Ended December 31                                                  2001            2000              1999
                                                                  ----------------------------------------------------
<S>                                                                    <C>               <C>             <C>
FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement
   borrowings with affiliates................................            $69,300         $178,900        $396,350
Repayment of reciprocal loan agreement
   borrowings with affiliates................................            (69,300)        (178,900)       (396,350)
Proceeds from revolving note payable.........................              3,078           67,200         220,295
Repayment of revolving note payable..........................             (1,678)         (68,600)       (218,895)
Proceeds from surplus note with affiliates...................                 --               --         160,000
Receipts from annuity and interest
   sensitive life policies credited to
   account balances..........................................          1,933,148          801,793         773,685
Return of account balances on annuity
   and interest sensitive life policies......................           (134,787)        (141,440)       (146,607)
Net reallocations to separate accounts.......................           (902,895)        (825,848)       (650,270)
Contributions of capital by EIC..............................            196,796          115,000         121,000
                                                                  ----------------------------------------------------
Net cash provided by (used in) financing activities..........          1,093,662          (51,895)        259,208
                                                                  ----------------------------------------------------

Increase in cash and cash equivalents........................             31,044           70,111          47,720
Cash and cash equivalents at beginning of period.............            164,682           94,571          46,851
                                                                  ----------------------------------------------------
Cash and cash equivalents at end of period...................           $195,726         $164,682         $94,571
                                                                  ====================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
   Interest..................................................            $14,955          $22,444          $6,392
   Income taxes..............................................                 --              957              --






SEE ACCOMPANYING NOTES.

                                                                 21
</TABLE>
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


1. SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

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

ORGANIZATION
Golden American,  a wholly owned subsidiary of Equitable Life Insurance  Company
of Iowa ("Equitable Life" or the "Parent"),  offers variable  insurance products
and is licensed as a life insurance  company in the District of Columbia and all
states except New York. Equitable Life is a wholly owned subsidiary of Equitable
of Iowa  Companies,  Inc.  ("EIC").  First Golden is licensed to sell  insurance
products in New York and Delaware.  The Companies'  variable and fixed insurance
products are marketed by broker/dealers,  financial institutions,  and insurance
agents. The Companies' primary customers are consumers and corporations.

On December 3, 2001, the Board of Directors of EIC approved a plan to contribute
its holding of 100% of the stock of its wholly owned subsidiary, 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.

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

INVESTMENTS
FIXED  MATURITIES:  The  Companies  account  for  their  investments  under  the
Statement of Financial  Accounting  Standards ("SFAS") No. 115,  "Accounting for
Certain  Investments  in Debt  and  Equity  Securities,"  which  requires  fixed
maturities  to  be  designated  as  either   "available  for  sale,"  "held  for
investment," or "trading."  Sales of fixed  maturities  designated as "available
for sale" are not restricted by SFAS No. 115.  Available for sale securities are
reported at fair value and unrealized  gains and losses on these  securities are
included directly in stockholder's  equity, after adjustment for related changes
in value of purchased  insurance in force ("VPIF"),  deferred policy acquisition
costs ("DPAC"), and deferred income taxes. At December 31, 2001 and 2000, all of
the Companies' fixed  maturities are designated as available for sale,  although
the Companies are not precluded from  designating  fixed  maturities as held for
investment or trading at some future date.

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

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


                                       22
<PAGE>


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

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

REALIZED GAINS AND LOSSES: Realized gains and losses are determined on the basis
of specific identification.

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

ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES:  The Companies may
from time to time utilize various derivative instruments to manage interest rate
and price risk  (collectively,  market  risk).  The Companies  have  appropriate
controls in place,  and  financial  exposures  are  monitored and managed by the
Companies  as an  integral  part  of  their  overall  risk  management  program.
Derivatives are recognized on the balance sheet at their fair value.

The change in a derivative's fair value is generally to be recognized in current
period earnings,  unless the derivative is specifically designated as a hedge of
an exposure.  If certain  conditions are met, a derivative  may be  specifically
designated  as a hedge of an exposure to changes in fair value,  variability  of
cash flows, or certain foreign currency  exposures.  When designated as a hedge,
the fair value should be recognized currently in earnings or other comprehensive
income,  depending on whether such  designation is considered a fair value hedge
or a cash flow hedge.  With respect to fair value hedges,  the fair value of the
derivative,  as well as  changes  in the fair  value  of the  hedged  item,  are
reported in earnings.  For cash flow hedges,  changes in the  derivatives'  fair
value are reported in other comprehensive  income and subsequently  reclassified
into earnings when the hedged item affects earnings.  The ineffective portion of
a derivative's change in fair value will be immediately recognized in earnings.

The  Companies  occasionally  purchase a financial  instrument  that  contains a
derivative  that is  "embedded"  in the  instrument.  The  Companies'  insurance
products  are also  reviewed  to  determine  whether  they  contain an  embedded
derivative.  The Companies  assess whether the economic  characteristics  of the
embedded   derivative   are  clearly  and  closely   related  to  the   economic
characteristics  of the  remaining  component  of the  financial  instrument  or
insurance  product (i.e.,  the host contract) and whether a separate  instrument
with the same terms as the embedded  instrument  would meet the  definition of a
derivative  instrument.  When it is  determined  that  the  embedded  derivative
possesses economic  characteristics  that are not clearly and closely related to
the economic characteristics of the host contract and that a separate instrument
with the same terms  would  qualify as a  derivative  instrument,  the  embedded
derivative  is separated  from the host  contract and carried at fair value.  In
cases where the host  contract is measured at fair value,  with  changes in fair
value  reported  in current  period  earnings,  or the  Companies  are unable to
reliably  identify and measure the embedded  derivative for separation  from its
host contract, the entire contract is carried on the balance sheet at fair value
and is not designated as a hedging instrument.


                                       23
<PAGE>


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

DEFERRED POLICY ACQUISITION COSTS
Certain  costs of  acquiring  new  insurance  business,  principally  first year
commissions and interest bonuses,  premium credit, and other expenses related to
the production of new business have been deferred. Other expenses related to the
production of new business that were deferred totaled $28.3 million during 2001,
$16.3 million during 2000, and $29.6 million during 1999.  Acquisition costs for
variable insurance  products are being amortized  generally in proportion to the
present  value  (using the  assumed  crediting  rate) of expected  future  gross
profits. This amortization is adjusted retrospectively when the Companies revise
their estimate of current or future gross profits to be realized from a group of
products.  DPAC is adjusted to reflect the pro forma impact of unrealized  gains
and losses on fixed  maturities the Companies have  designated as "available for
sale" under SFAS No. 115.

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

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

GOODWILL
Goodwill was  established as a result of the merger and is being  amortized over
40 years on a straight-line basis.

In June 2001,  the Financial  Accounting  Standards  Board issued  Statements of
Financial  Accounting Standards No. 141, "Business  Combinations",  and No. 142,
"Goodwill and Other  Intangible  Assets,"  effective for fiscal years  beginning
after  December  15,  2001.  For  additional  information,  refer to the Pending
Accounting Standards disclosure in Note 1.

FUTURE POLICY BENEFITS
Future  policy  benefits  for  divisions  of the  variable  products  with fixed
interest  guarantees  are  established   utilizing  the  retrospective   deposit
accounting  method.   Policy  reserves  represent  the  premiums  received  plus
accumulated  interest,  less  mortality  and  administration  charges.  Interest
credited to these  policies  ranged from 3.00% to 12.00%  during 2001,  3.00% to
14.00% during 2000 and 3.00% to 11.00% during 1999. The unearned revenue reserve
represents  unearned  distribution  fees.  These  distribution  fees  have  been
deferred  and are  amortized  over the life of the  contracts in  proportion  to
expected gross profits.

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


                                       24
<PAGE>


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

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

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

DIVIDEND RESTRICTIONS
Golden  American's  ability to pay dividends to its Parent is restricted.  Prior
approval  of  insurance  regulatory  authorities  is  required  for  payment  of
dividends to the stockholder  which exceed an annual limit.  During 2002, Golden
American  cannot pay dividends to its Parent without prior approval of statutory
authorities.  Under the  provisions  of the  insurance  laws of the State of New
York, First Golden cannot  distribute any dividends to its  stockholder,  Golden
American,  unless a notice of its intent to declare a dividend and the amount of
the  dividend  has been filed with the New York  Insurance  Department  at least
thirty days in advance of the proposed declaration. If the Superintendent of the
New York Insurance Department finds the financial condition of First Golden does
not warrant the distribution, the Superintendent may disapprove the distribution
by giving written notice to First Golden within thirty days after the filing.

SEGMENT REPORTING
The  Companies  manage their  business as one segment,  the sale of variable and
fixed  insurance  products  designed to meet customer  needs for  tax-advantaged
saving for retirement and protection from death. Variable insurance products are
sold to consumers and corporations throughout the United States.

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

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


                                       25
<PAGE>


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

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

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

RECOGNITION  OF INTEREST  INCOME AND  IMPAIRMENT  ON  PURCHASED  AND  BENEFICIAL
INTERESTS IN SECURITIZED  FINANCIAL ASSETS:  Effective April 2001, the Companies
adopted  Emerging Issues Task Force Issue "EITF" 99-20,  Recognition of Interest
Income  and  Impairment  on  Purchased  and  Retained  Beneficial  Interests  in
Securitized  Financial Assets.  EITF 99-20 states that interest income earned on
retained or purchased  beneficial  interests  in  securitized  financial  assets
should be recognized  over the life of the  investment  based on an  anticipated
yield determined by periodically  estimating cash flows.  Interest income should
be revised  prospectively  for changes in cash flows.  Additionally,  impairment
should be recognized if the fair value of the  beneficial  interest has declined
below its carrying amount and the decline is other than temporary. The impact of
adoption was not significant to the Companies  financial  position or results of
operations.

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

RECLASSIFICATIONS
Certain amounts in the 2000 and 1999 financial statements have been reclassified
to conform to the 2001 financial statement presentation.

2. BASIS OF FINANCIAL REPORTING
--------------------------------------------------------------------------------

The financial  statements of the Companies  differ from related  statutory-basis
financial statements  principally as follows: (1) acquisition costs of acquiring
new business are deferred  and  amortized  over the life of the policies  rather
than charged to operations as incurred;  (2) an asset  representing  the present
value of future cash flows from insurance  contracts acquired was established as
a result of the  merger/acquisition and is amortized and charged to expense; (3)
future policy benefit  reserves for divisions with fixed interest  guarantees of
the variable  insurance  products are based on full account values,  rather than
the  greater  of cash  surrender  value  or  amounts  derived  from  discounting
methodologies  utilizing  statutory  interest  rates;  (4) reserves are reported
before  reduction  for  reserve  credits  related  to  reinsurance  ceded  and a
receivable is established,  net of an allowance for uncollectible  amounts,  for
these credits  rather than  presented net of these  credits;  (5) fixed maturity
investments are designated as "available for sale" and valued at fair value with
unrealized  appreciation/depreciation,  net of adjustments to value of purchased
insurance in force, deferred policy acquisition costs, and deferred income taxes
(if applicable),  credited/charged  directly to stockholder's equity rather than


                                       26
<PAGE>


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

The net loss for Golden  American as  determined in  accordance  with  statutory
accounting  practices was $156.4  million in 2001,  $71.1  million in 2000,  and
$85.6 million in 1999.  Total  statutory  capital and surplus was $451.6 million
and $406.9 million at December 31, 2001 and 2000, respectively.

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

3. INVESTMENT OPERATIONS
--------------------------------------------------------------------------------

INVESTMENT RESULTS
Major categories of net investment income are summarized below:

<TABLE>
<CAPTION>

Year Ended December 31,                                       2001               2000                1999
                                                       ----------------------------------------------------------
                                                                        (DOLLARS IN THOUSANDS)

<S>                                                            <C>                <C>                 <C>
 Fixed maturities.................................             $83,654            $55,302             $50,352
 Equity securities................................                  --                248                 515
 Mortgage loans on real estate....................              11,205              7,832               7,074
 Policy loans.....................................                 793                516                 485
 Short-term investments and cash and cash
  equivalents.....................................               2,605              2,253               2,583
 Other, net.......................................                 598                543                 388
                                                       ----------------------------------------------------------
 Gross investment income..........................              98,855             66,694              61,397
 Less investment expenses.........................              (4,459)            (2,554)             (2,228)
                                                       ----------------------------------------------------------
 Net investment income............................             $94,396            $64,140             $59,169
                                                       ==========================================================


                                       27
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


Realized losses on investments follows:


       Year Ended December 31,                                      2001               2000                1999
                                                             ----------------------------------------------------------
                                                                              (DOLLARS IN THOUSANDS)
<S>                                                                    <C>                <C>                <C>
       Fixed maturities, available for sale.............               $(4,848)            $(6,289)            $(2,910)
       Equity securities................................                (1,622)               (213)                 --
       Mortgage loans on real estate....................                     --                (52)                (13)
                                                             ----------------------------------------------------------
       Realized losses on investments...................               $(6,470)            $(6,554)            $(2,923)
                                                             ==========================================================

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


       Year Ended December 31,                                      2001               2000                1999
                                                             ----------------------------------------------------------
                                                                              (DOLLARS IN THOUSANDS)

       Fixed maturities, available for sale.............               $18,559            $16,558            $(24,944)
       Equity securities................................                 1,801             (4,198)              5,301
                                                             ----------------------------------------------------------
       Change in unrealized appreciation
          (depreciation) of securities..................               $20,360            $12,360            $(19,643)
                                                             ==========================================================
</TABLE>

At December 31, 2001 and December 31, 2000,  amortized  cost,  gross  unrealized
gains and losses,  and estimated fair values of fixed  maturities,  all of which
are designated as available for sale, follows:
<TABLE>
<CAPTION>

                                                                                Gross             Gross           Estimated
  December 31, 2001                                     Amortized          Unrealized        Unrealized                Fair
                                                             Cost               Gains            Losses               Value
----------------------------------------------------------------------------------------------------------------------------
                                                                           (DOLLARS IN THOUSANDS)
<S>                                                    <C>                    <C>             <C>                <C>
  U.S. government and governmental
   agencies and authorities.................             $132,081                $479          $(3,435)            $129,125
  Public utilities..........................               39,775                 345           (1,374)              38,746
  Foreign government........................              143,574               3,326             (213)             146,687
  Corporate securities......................            1,111,798              15,027          (10,037)           1,116,788
  Other asset-backed securities.............              388,250               7,233           (1,647)             393,836
  Mortgage-backed securities................              167,049               3,554             (872)             169,731
                                                 ---------------------------------------------------------------------------
  Total.....................................           $1,982,527             $29,964         $(17,578)          $1,994,913
                                                 ===========================================================================

                                                                                Gross             Gross           Estimated
  December 31, 2000                                     Amortized          Unrealized        Unrealized                Fair
                                                             Cost               Gains            Losses               Value
----------------------------------------------------------------------------------------------------------------------------
                                                                           (DOLLARS IN THOUSANDS)

  U.S. government and governmental
   agencies and authorities.................              $18,607                $580             $(16)             $19,171
  Public utilities..........................               54,132                 294           (1,600)              52,826
  Corporate securities......................              355,890               1,318           (8,006)             349,202
  Other asset-backed securities.............              223,787               2,166           (1,831)             224,122
  Mortgage-backed securities................              146,335               1,465             (543)             147,257
                                                 ---------------------------------------------------------------------------
  Total.....................................             $798,751              $5,823         $(11,996)            $792,578
                                                 ===========================================================================

</TABLE>
Short-term investments and cash and cash equivalents have been excluded from the
above schedules. Amortized cost approximates fair value for these securities. At
December 31, 2001, net unrealized investment gain on fixed maturities designated


                                       28
<PAGE>


as available  for sale  totaled  $12,386,000.  Appreciation  of  $3,816,000  was
included in  stockholder's  equity at December 31, 2001 (net of  adjustments  of
$535,000 to VPIF,  $5,979,000 to DPAC, and $2,056,000 to deferred income taxes).
At  December  31,  2000,  net  unrealized  investment  loss on fixed  maturities
designated as available for sale totaled $6,173,000.  Depreciation of $1,447,000
was included in stockholder's equity at December 31, 2000 (net of adjustments of
$801,000 to VPIF, $3,146,000 to DPAC, and $779,000 to deferred income taxes).

At December 31, 2001,  net  unrealized  depreciation  on equity  securities  was
comprised entirely of gross  depreciation of $19,000.  At December 31, 2000, net
unrealized  depreciation  on equity  securities was comprised  entirely of gross
depreciation of $1,820,000.

Amortized  cost and  estimated  fair  value of fixed  maturities  designated  as
available  for sale,  by  contractual  maturity,  at December 31, 2001 are shown
below.  Expected  maturities  will differ from  contractual  maturities  because
borrowers may have the right to call or prepay  obligations with or without call
or prepayment penalties.
<TABLE>
<CAPTION>

                                                         Amortized               Estimated
December 31, 2001                                             Cost              Fair Value
-------------------------------------------------------------------------------------------
                                                        (DOLLARS IN THOUSANDS)
<S>                                                    <C>                    <C>
Due within one year.....................                  $78,928                $79,718
Due after one year through five years...                  369,061                377,078
Due after five years through ten years..                  731,087                729,731
Due after ten years.....................                  248,152                244,819
                                             ----------------------------------------------
                                                        1,427,228              1,431,346
Other asset-backed securities...........                  388,250                393,836
Mortgage-backed securities..............                  167,049                169,731
                                             ----------------------------------------------
Total...................................               $1,982,527             $1,994,913
                                             ==============================================
</TABLE>

An analysis of sales,  maturities,  and principal  repayments of the  Companies'
fixed maturities portfolio follows:
<TABLE>
<CAPTION>

                                                                             Gross          Gross         Proceeds
                                                          Amortized       Realized       Realized             from
                                                               Cost          Gains         Losses             Sale
----------------------------------------------------------------------------------------------------------------------
                                                                          (DOLLARS IN THOUSANDS)
<S>                                                        <C>             <C>           <C>              <C>
FOR THE YEAR ENDED DECEMBER 31, 2001:
Scheduled principal repayments, calls, and
tenders............................................        $168,703           $--            $--          $168,703
Sales..............................................         712,443         6,569         (7,027)          711,985
                                                      ----------------------------------------------------------------
Total..............................................        $881,146        $6,569        $(7,027)         $880,688
                                                      ================================================================

FOR THE YEAR ENDED DECEMBER 31, 2000:
Scheduled principal repayments, calls, and
tenders............................................         $91,158          $122            $(1)          $91,279
Sales..............................................         120,125           285         (6,553)          113,857
                                                      ----------------------------------------------------------------
Total..............................................        $211,283          $407        $(6,554)         $205,136
                                                      ================================================================

FOR THE YEAR ENDED DECEMBER 31, 1999:
Scheduled principal repayments, calls, and
tenders............................................        $141,346          $216          $(174)        $141,388
Sales..............................................          80,472           141         (1,454)          79,159
                                                      ----------------------------------------------------------------
Total..............................................        $221,818          $357        $(1,628)        $220,547
                                                      ================================================================
</TABLE>

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


                                       29
<PAGE>


appears to be other than temporary.  These impairment losses are included in the
realized  gains and  losses on  investments  in the  consolidated  statement  of
operations.

During 2001, Golden American  determined that the carrying value of eleven bonds
exceeded their estimated net realizable  value. As a result,  as of December 31,
2001, Golden American  recognized a total pre-tax loss of $4.4 million to reduce
the carrying value of the bonds to their  combined net realizable  value of $5.5
million.

During the second quarter of 2000, Golden American  determined that the carrying
value of an impaired  bond exceeded its estimated  net  realizable  value.  As a
result,  on June 30, 2000,  Golden  American  recognized a total pre-tax loss of
approximately  $142,000  to  reduce  the  carrying  value of the bond to its net
realizable value of $315,000 at December 31, 2000.

During the fourth quarter of 1998, Golden American  determined that the carrying
value of two bonds exceeded their  estimated net realizable  value. As a result,
at December  31,  1998,  Golden  American  recognized  a total  pre-tax  loss of
$973,000  to  reduce  the  carrying  value of the  bonds to their  combined  net
realizable  value of  $2,919,000.  During  the second  quarter of 1999,  further
information was received  regarding  these bonds and Golden American  determined
that the carrying value of the two bonds exceeded their estimated net realizable
value. As a result, at June 30, 1999, Golden American recognized a total pre-tax
loss of  $1,639,000 to further  reduce the carrying  value of the bonds to their
combined net  realizable  value of  $1,137,000.  During the years 2000 and 2001,
these bonds had no further reduction in carrying value.

INVESTMENTS  ON  DEPOSIT:  At  December  31,  2001,  bonds  with a par  value of
$6,870,000,  unchanged from December 31, 2000,  were on deposit with  regulatory
authorities pursuant to certain statutory requirements.

INVESTMENT   DIVERSIFICATIONS:   The  Companies'   investment  policies  require
diversification by asset type and set limits on the amount which can be invested
in an individual issuer. Such policies are at least as restrictive as applicable
regulatory  requirements.  The  following  percentages  relate  to  holdings  at
December 31, 2001 and December 31, 2000. Fixed maturities  includes  investments
in industrials (37% in 2001, 29% in 2000), governmental securities (18% in 2001,
3% in  2000),  mortgage-backed  securities  (16% in 2001,  26% in  2000),  other
asset-backed securities (12% in 2001, 20% in 2000), and financial companies (10%
in 2001,  14% in 2000).  Mortgage  loans on real  estate  have been  analyzed by
geographical  location with  concentrations  by state identified as Ohio (20% in
2001 and 4% in 2000) and California (18% in 2001 and 15% in 2000).  There are no
other concentrations of mortgage loans on real estate in any state exceeding ten
percent at December 31, 2001 and 2000.  Mortgage  loans on real estate have also
been analyzed by collateral type with significant  concentrations  identified in
multi-family apartments (36% in 2001 and 10% in 2000), industrial buildings (19%
in 2001, 35% in 2000),  retail facilities (20% in 2001, 18% in 2000), and office
buildings (21% in 2001, 29% in 2000).  Equity  securities are not significant to
the Companies' overall investment portfolio.

No  investment  in any person or its  affiliates  (other  than  bonds  issued by
agencies of the United States government)  exceeded ten percent of stockholder's
equity at December 31, 2001.

4. DERIVATIVE INSTRUMENTS
--------------------------------------------------------------------------------

The Companies may from time to time utilize  various  derivative  instruments to
manage interest rate and price risk  (collectively,  market risk). The Companies
have appropriate  controls in place,  and financial  exposures are monitored and
managed by the Companies as an integral  part of their  overall risk  management
program. Derivatives are recognized on the balance sheet at their fair value. At
December 31, 2001, the Companies did not utilize any such derivatives.

The  estimated  fair  values and  carrying  amounts of the  Companies'  embedded
derivatives at December 31, 2001 were $0, net of reinsurance. The estimated fair
values and  carrying  amounts of the  embedded  derivatives  on a direct  basis,
before reinsurance, were $3.1 million.

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


                                       30
<PAGE>


5. COMPREHENSIVE INCOME
--------------------------------------------------------------------------------

Comprehensive  income  includes  all changes in  stockholder's  equity  during a
period except those  resulting  from  investments  by and  distributions  to the
stockholder.  Other comprehensive income excludes net investment losses included
in net income,  which merely  represent  transfers  from  unrealized to realized
gains and losses. These amounts total $3,213,000,  $1,751,000, and $1,468,000 in
the years ended December 31, 2001, 2000, and 1999,  respectively.  Such amounts,
which have been measured  through the date of sale,  are net of income taxes and
adjustments to VPIF and DPAC totaling $3,257,000,  $4,751,000, and $1,441,000 in
the years ended December 31, 2001, 2000, and 1999, respectively.

6. FAIR VALUES OF FINANCIAL INSTRUMENTS
--------------------------------------------------------------------------------

SFAS No. 107, "Disclosures about Fair Value of Financial  Instruments," requires
disclosure of estimated fair value of all financial instruments,  including both
assets and  liabilities  recognized  and not  recognized in a company's  balance
sheet, unless specifically  exempted.  SFAS No. 133,  "Accounting for Derivative
Instruments  and Hedging  Activities,"  requires  additional  disclosures  about
derivative financial instruments. Most of the Companies' investments, investment
contracts,  and debt  fall  within  the  standards'  definition  of a  financial
instrument.  Fair  values  for the  Companies'  insurance  contracts  other than
investment  contracts  are not required to be  disclosed.  In cases where quoted
market prices are not  available,  estimated  fair values are based on estimates
using  present  value  or  other  valuation  techniques.  Those  techniques  are
significantly  affected by the assumptions used, including the discount rate and
estimates of future cash flows. Accounting, actuarial, and regulatory bodies are
continuing  to study  the  methodologies  to be used in  developing  fair  value
information,  particularly  as it  relates  to such  things as  liabilities  for
insurance  contracts.   Accordingly,   care  should  be  exercised  in  deriving
conclusions  about the Companies'  business or financial  condition based on the
information presented herein.

The Companies closely monitor the composition and yield of invested assets,  the
duration and interest credited on insurance liabilities,  and resulting interest
spreads and timing of cash flows.  These amounts are taken into consideration in
the  Companies'  overall  management  of interest rate risk,  which  attempts to
minimize  exposure to changing interest rates through the matching of investment
cash flows with  amounts  expected to be due under  insurance  contracts.  These
assumptions may not result in values  consistent with those obtained  through an
actuarial  appraisal of the Companies'  business or values that might arise in a
negotiated transaction.

The following compares carrying values as shown for financial reporting purposes
with estimated fair values:
<TABLE>
<CAPTION>

December 31                                                             2001                              2000
----------------------------------------------------------------------------------------------------------------------------
                                                                                 Estimated                        Estimated
                                                               Carrying               Fair       Carrying              Fair
                                                                  Value              Value          Value             Value
                                                         -------------------------------------------------------------------
                                                                               (DOLLARS IN THOUSANDS)
<S>                                                          <C>                <C>             <C>                <C>
ASSETS
   Fixed maturities, available for sale...............       $1,994,913         $1,994,913       $792,578           $792,578
   Equity securities..................................               55                 55          6,791              6,791
   Mortgage loans on real estate......................          213,883            219,158         99,916            100,502
   Policy loans.......................................           14,847             14,847         13,323             13,323
   Short-term investments.............................           10,021             10,021        106,775            106,775
   Cash and cash equivalents..........................          195,726            195,726         63,207             63,207
   Separate account assets............................       10,958,191         10,958,191      9,831,489          9,831,489

LIABILITIES
   Annuity products...................................        2,162,381          1,983,833      1,047,932            962,810
   Surplus notes......................................          245,000            358,064        245,000            204,455
   Revolving note payable.............................            1,400              1,400             --                 --
   Separate account liabilities.......................       10,958,191         10,958,191      9,831,489          9,831,489
</TABLE>


                                       31
<PAGE>


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

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

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

MORTGAGE LOANS ON REAL ESTATE: Fair values are estimated by discounting expected
cash flows, using interest rates currently offered for similar loans.

POLICY LOANS:  Carrying  values  approximate the estimated fair value for policy
loans.

SHORT-TERM  INVESTMENTS AND CASH AND CASH EQUIVALENTS:  Carrying values reported
in the Companies' historical cost basis balance sheet approximate estimated fair
value for these instruments due to their short-term nature.

SEPARATE ACCOUNT ASSETS: Separate account assets are reported at the quoted fair
values of the individual securities in the separate accounts.

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

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

REVOLVING NOTE PAYABLE:  Carrying  value  reported in the Companies'  historical
cost basis balance sheet approximates  estimated fair value for this instrument,
as the agreement carries a variable interest rate provision.

SEPARATE ACCOUNT LIABILITIES:  Separate account liabilities are reported at full
account value in the Companies'  historical  cost balance sheet.  Estimated fair
values of separate account liabilities are equal to their carrying amount.

7. VALUE OF PURCHASED INSURANCE IN FORCE
--------------------------------------------------------------------------------

As a result of the merger,  a portion of the purchase price was allocated to the
right to receive  future  cash flows from  existing  insurance  contracts.  This
allocated cost  represents  VPIF,  which  reflects the value of those  purchased
policies calculated by discounting  actuarially  determined expected future cash
flows at the discount rate determined by the purchaser.  Interest was accrued at
a rate of 7.37% during 2001 (7.32% during 2000, and 7.33% during 1999).

A reconciliation of the change in the VPIF asset follows:

<TABLE>
<CAPTION>

         Year Ended December 31,                                           2001              2000             1999
                                                                 -----------------------------------------------------
                                                                                (DOLLARS IN THOUSANDS)

<S>                                                                      <C>                <C>              <C>
            Beginning balance..............................              $25,942            $31,727          $35,977
              Accretion of interest........................                1,617              2,016            2,372
              Amortization of asset........................               (6,020)            (6,817)          (8,610)
              Adjustment for unrealized gains (losses) ....               (1,336)              (984)           1,988
                                                                 -----------------------------------------------------
            Ending balance.................................              $20,203            $25,942          $31,727
                                                                 =====================================================
</TABLE>


                                       32
<PAGE>


Based on current conditions and assumptions as to the impact of future events on
acquired policies in force, the expected  approximate net amortization  relating
to VPIF as of December 31, 2001, is $3.1 million in 2002,  $2.8 million in 2003,
$2.4  million in 2004,  $1.9 million in 2005,  and $1.4 million in 2006.  Actual
amortization may vary based upon changes in assumptions and experience.

8. INCOME TAXES
--------------------------------------------------------------------------------

Golden  American  files a  consolidated  federal  income tax  return  with First
Golden. Golden American has a tax allocation agreement with First Golden whereby
Golden American  charges its subsidiary for taxes it would have incurred were it
not a member of the consolidated group and credits the member for losses used in
consolidation.

At  December  31,  2001,   the  Companies   have  net  operating   loss  ("NOL")
carryforwards  for federal  income tax purposes of  approximately  $345,859,000.
Approximately $5,094,000, $3,354,000,  $50,449,000,  $94,078,000 $91,107,000 and
$101,777,000 of these NOL  carryforwards  are available to offset future taxable
income of the Companies through the years 2011, 2012, 2013, 2014, 2015 and 2016,
respectively.

INCOME TAX EXPENSE (BENEFIT)
Income tax expense (benefit) included in the consolidated  financial  statements
follows:


   Year Ended December 31,          2001             2000             1999
                              ------------------------------------------------
                                         (DOLLARS IN THOUSANDS)

      Current................       $782             $(46)             $--
      Deferred...............       (606)          13,282            8,077
                              ------------------------------------------------
                                    $176          $13,236           $8,077
                              ================================================

The  effective  tax rate on income  before  income taxes is  different  from the
prevailing federal income tax rate. A reconciliation of this difference follows:




   Year Ended December 31,                    2001          2000        1999
                                          --------------------------------------
                                                  (DOLLARS IN THOUSANDS)

   Income before income taxes............    $(3,778)      $32,416     $19,291
                                          ======================================

   Income tax at federal statutory rate..    $(1,322)      $11,346      $6,752
   Tax effect of:
     Goodwill amortization...............      1,033         1,033       1,033
     Meals and entertainment.............        480           292         199
     Other items.........................        (15)          565          93
                                          --------------------------------------
   Income tax expense ...................       $176       $13,236      $8,077
                                          ======================================


                                       33
<PAGE>


DEFERRED INCOME TAXES

The tax effect of temporary  differences giving rise to the Companies'  deferred
income tax assets and liabilities at December 31, 2001 and 2000 follows:
<TABLE>
<CAPTION>

December 31                                                                            2001                  2000
---------------------------------------------------------------------------------------------------------------------
                                                                                   (DOLLARS IN THOUSANDS)
<S>                                                                                  <C>                   <C>
Deferred tax assets:
   Net unrealized depreciation of securities at fair value...........                      $7                  $637
   Net unrealized depreciation of available for sale fixed
     maturities......................................................                      --                   779
   Future policy benefits............................................                 176,331               163,691
   Net operating loss carryforwards..................................                 121,711                66,380
                                                                         --------------------------------------------
                                                                                      298,049               231,487
Deferred tax liabilities:
   Tax deductible goodwill...........................................                  (3,547)               (2,696)
   Net unrealized appreciation of available for sale fixed
      maturities.....................................................                  (2,056)                   --
   Fixed maturity securities.........................................                 (17,812)              (17,774)
   Deferred policy acquisition costs.................................                (222,781)             (184,743)
   Value of purchased insurance in force.............................                  (6,894)               (8,512)
   Other.............................................................                 (57,571)              (23,723)
                                                                         --------------------------------------------
                                                                                     (310,661)             (237,448)
                                                                         --------------------------------------------
Valuation allowance..................................................                      --                (1,416)
                                                                         --------------------------------------------
Net deferred income tax liability....................................                $(12,612)              $(7,377)
                                                                         ============================================
</TABLE>

At December 31, 2001, the Companies reported,  for financial statement purposes,
net  unrealized  gains  on  certain  investments  that  generated  deferred  tax
liabilities  which have been recognized for tax purposes.  At December 31, 2000,
the Companies reported,  for financial statement purposes,  unrealized losses on
certain investments,  which have not been recognized for tax purposes.  Since it
was uncertain as to whether these capital  losses,  if ever  realized,  could be
utilized to offset capital gains, a valuation  allowance was established for the
tax effect of the financial statement losses.

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

9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION
--------------------------------------------------------------------------------

DEFINED BENEFIT PLANS

In 2001,  2000 and 1999, the Companies were allocated their share of the pension
liability  associated with their  employees.  During these years, the Companies'
employees  were  covered by the  employee  retirement  plan of  Equitable  Life.
Further,  Equitable Life sponsors a defined  contribution plan that is qualified
under Internal Revenue Code Section 401(k).

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 one plan which will be
recognized in ING North  America's  financial  statements.  The  Companies  also
transferred  their pension  liabilities  to the Parent at that date. In exchange
for these  liabilities,  the Companies received a capital  contribution,  net of
taxes, from the Parent.


                                       34
<PAGE>


The following tables summarize the benefit obligations and the funded status for
pension benefits over the two-year period ended December 31, 2001:
<TABLE>
<CAPTION>

                                                                                   2001                     2000
                                                                         --------------------------------------------------
                                                                                      (Dollars in thousands)
    Change in benefit obligation:
<S>                                                                              <C>                      <C>
      Benefit obligation at January 1..................................           $7,906                   $4,221
      Service cost.....................................................            1,998                    1,569
      Interest cost....................................................              768                      554
      Actuarial (gain) loss............................................           (2,710)                   1,562
      Plan Amendments..................................................             (171)                      --
      Transfer of benefit obligation to the Parent.....................           (7,791)                      --
                                                                         --------------------------------------------------
      Benefit obligation at December 31................................              $--                   $7,906
                                                                         ==================================================

    Funded status:
      Funded status at December 31 prior to the transfer of the
       benefit obligation to the Parent ..............................           $(7,791)                 $(7,906)
      Unrecognized past service cost .................................            (1,117)                     141
      Unrecognized net loss...........................................                (8)                   1,627
      Transfer of the funded status to the Parent.....................             8,916                       --
                                                                         --------------------------------------------------
      Net amount recognized...........................................               $--                  $(6,138)
                                                                         ==================================================
</TABLE>

Prior to the merger of the qualified  benefit plans of ING's US  subsidiaries at
December 31, 2001,  the Companies'  plan assets were held by Equitable  Life, an
affiliate. During 1998, the Equitable Life Employee Pension Plan began investing
in an undivided interest of the ING-NA Master Trust (the "Master Trust"). Boston
Safe Deposit and Trust Company holds the Master Trust's investment assets.

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

    December 31                                   2001                   2000
--------------------------------------------------------------------------------

    Discount rate..........................       7.50%                  7.75%
    Expected return on plan assets.........       9.25                   9.25
    Rate of compensation increase..........       4.50                   5.00

The following table provides the net periodic  benefit cost for the fiscal years
2001, 2000, and 1999:

Year Ended December 31,                   2001          2000         1999
----------------------------------------------------------------------------
                                               (DOLLARS IN THOUSANDS)

    Service cost.......................   $1,998       $1,569       $1,500
    Interest cost......................      768          554          323
    Unrecognized past service cost.....       11           --           --
                                        ------------------------------------
    Net periodic benefit cost..........   $2,777       $2,123       $1,823
                                        ====================================

There were no gains or losses resulting from curtailments or settlements  during
2001, 2000, or 1999.

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 and $7,906,000,  $4,701,000,  and
$0, respectively, as of December 31, 2000.


                                       35
<PAGE>


10. RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

OPERATING AGREEMENTS: Directed Services, Inc. ("DSI"), an affiliate, acts as the
principal  underwriter  (as  defined  in the  Securities  Act of  1933  and  the
Investment  Company Act of 1940,  as amended)  and  distributor  of the variable
insurance  products  issued by the  Companies.  DSI is  authorized to enter into
agreements with  broker/dealers  to distribute the Companies'  variable products
and appoint representatives of the broker/dealers as agents. For the years ended
December 31,  2001,  2000,  and 1999,  the  Companies  paid  commissions  to DSI
totaling $229,726,000, $208,883,000, and $181,536,000, respectively.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid by DSI for these  services is  calculated  as a  percentage  of average
assets in the variable separate accounts. For the years ended December 31, 2001,
2000,  and  1999,  the  fee  was  $23,138,000,   $21,296,000,  and  $10,136,000,
respectively.

Effective January 1, 1998, the Companies have an asset management agreement with
ING Investment Management LLC ("ING IM"), an affiliate, in which ING IM provides
asset  management and accounting  services.  Under the agreement,  the Companies
record a fee  based on the  value of the  assets  under  management.  The fee is
payable  quarterly.  For the years ended December 31, 2001,  2000, and 1999, the
Companies incurred fees of $4,392,000, $2,521,000, and $2,227,000, respectively,
under this agreement.

Golden American has a guaranty  agreement with Equitable Life. In  consideration
of an annual fee,  payable June 30, Equitable Life guarantees to Golden American
that it will make funds  available,  if needed,  to Golden  American  to pay the
contractual claims made under the provisions of Golden American's life insurance
and annuity  contracts.  The agreement is not, and nothing  contained therein or
done pursuant thereto by Equitable Life shall be deemed to constitute,  a direct
or  indirect  guaranty  by  Equitable  Life of the  payment of any debt or other
obligation,  indebtedness, or liability, of any kind or character whatsoever, of
Golden  American.  The agreement  does not guarantee the value of the underlying
assets held in separate  accounts in which funds of variable life  insurance and
variable annuity policies have been invested.  The calculation of the annual fee
is based on risk  based  capital.  On June 30,  2001 and 2000,  Golden  American
incurred a fee of $12,000 and $7,000,  respectively,  under this  agreement.  No
annual fee was paid in 1999.

Golden American  provides certain  advisory,  computer,  and other resources and
services to Equitable Life.  Revenues for these services,  which reduced general
expenses  incurred  by Golden  American,  totaled  $8,192,000,  $6,193,000,  and
$6,107,000 for the years ended December 31, 2001, 2000, and 1999, respectively.

The Companies have a service  agreement  with Equitable Life in which  Equitable
Life  provides  administrative  and  financial  related  services.   Under  this
agreement,  the  Companies  incurred  expenses  of  $309,000,   $1,270,000,  and
$1,251,000 for the years ended December 31, 2001, 2000, and 1999, respectively.

During 2001, the State of Delaware Insurance Department approved expense sharing
agreements  with  ING  America   Insurance   Holdings,   Inc.  ("ING  AIH")  for
administrative,  management,  financial,  and information  technology  services.
Under  these  agreements  with ING AIH,  Golden  American  incurred  expenses of
$23,153,000 for the year ended December 31, 2001.

First  Golden  provided  resources  and  services  to DSI.  Revenues  for  these
services,  which reduce  general  expenses  incurred by the  Companies,  totaled
$139,000,  $223,000,  and $387,000 for the years ended December 31, 2001,  2000,
and 1999, respectively.

Golden American  provides  resources and services to ING Mutual Funds Management
Co.,  LLC, an affiliate.  Revenues for these  services,  which  reduced  general
expenses incurred by Golden American,  totaled $478,000,  $455,000, and $244,000
for the years ended December 31, 2001, 2000, and 1999, respectively.

Golden  American  provides  resources  and  services  to  United  Life & Annuity
Insurance  Company,  an affiliate.  Revenues for these  services,  which reduced
general expenses  incurred by Golden American,  totaled  $383,000,  $593,000 and
$460,000 for the years ended December 31, 2001, 2000, and 1999, respectively.


                                       36
<PAGE>


The  Companies  provide  resources  and  services  to  Security  Life of  Denver
Insurance  Company,  an affiliate.  Revenues for these  services,  which reduced
general  expenses  incurred by the  Companies,  totaled  $326,000,  $261,000 and
$216,000 for the years ended December 31, 2001, 2000, and 1999, respectively.

The  Companies  provide  resources  and  services to  Southland  Life  Insurance
Company,  an  affiliate.  Revenues  for these  services,  which  reduce  general
expenses incurred by the Companies,  totaled $132,000, $115,000 and $103,000 for
the years ended December 31, 2001, 2000, and 1999, respectively.

In 2001, 2000, and 1999, the Companies received 14.0%, 11.3%, and 10.0% of total
premiums,  net  of  reinsurance,   for  variable  products  sold  through  eight
affiliates as noted in the following table:

<TABLE>
<CAPTION>

Year Ended December 31,                               2001              2000              1999
-----------------------------------------------------------------------------------------------------
                                                              (DOLLARS IN THOUSANDS)

<S>                                                       <C>              <C>               <C>
   LSSI......................................             $124.4           $127.0            $168.5
   Vestax Securities Corporation.............               35.3             47.2              88.1
   DSI.......................................                1.1              1.4               2.5
   Multi-Financial Securities Corporation....               26.2             38.6              44.1
   IFG Network Securities, Inc...............               12.8             23.1              25.8
   Washington Square ........................               99.2             44.6                --
   Primevest.................................               46.0              6.2                --
   Compulife.................................                6.6              2.7                --
                                                -----------------------------------------------------
   Total.....................................             $351.6           $290.8            $329.0
                                                =====================================================
</TABLE>

MODIFIED  COINSURANCE  AGREEMENT:  On June 30, 2000,  effective January 1, 2000,
Golden  American  entered into a modified  coinsurance  agreement with Equitable
Life,  an  affiliate,  covering  a  considerable  portion  of Golden  American's
variable  annuities issued 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 $224.5  million and $218.8  million for the years ended  December
31,  2001 and  2000,  respectively.  This was  offset  by a  decrease  in policy
acquisition  costs deferred of $257.5 million and $223.7 million,  respectively,
for the same periods. As at December 31, 2001 and 2000, Golden American also had
a payable to Equitable  Life of $22.6 million and $16.3  million,  respectively,
due to the overpayment by Equitable Life of the cash settlement for the modified
coinsurance agreement.

REINSURANCE  AGREEMENT  COVERING MINIMUM  GUARANTEED  BENEFITS:  On December 28,
2000, 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 on or after January 1, 2000.  Golden American also obtained an
irrevocable  letter  of  credit  through  Bank of New York in the  amount of $25
million  related to this agreement.  Effective  December 24, 2001, the letter of
credit amount was revised to $70 million. Under this agreement,  Golden American
recorded  a  reinsurance  recoverable  of $28.8  million  and $14.6  million  at
December 31, 2001 and 2000, respectively.

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 became effective January 1, 1998 and expires December 31, 2007,
Golden American and ING AIH can borrow up to $65,000,000 from one another. Prior
to lending funds to ING AIH,  Golden  American must obtain the approval from the
Department  of  Insurance  of the  State of  Delaware.  Interest  on any  Golden
American  borrowings  is  charged at the rate of ING AIH's cost of funds for the
interest  period plus 0.15%.  Interest on any ING AIH borrowings is charged at a
rate based on the prevailing  interest rate of U.S.  commercial  paper available
for purchase with a similar  duration.  Under this  agreement,  Golden  American
incurred interest expense of $26,000, $481,000, and $815,000 for the years ended


                                       37
<PAGE>


December 31, 2001, 2000, and 1999, respectively. At December 31, 2001, 2000, and
1999,  Golden  American did not have any borrowings or receivables  from ING AIH
under this agreement.

SURPLUS NOTES:  On December 30, 1999,  Golden  American issued an 8.179% surplus
note in the  amount of  $50,000,000  to  Equitable  Life.  The note  matures  on
December  29,  2029.  Payment  of the  note  and  related  accrued  interest  is
subordinate to payments due to policyholders,  claimant and beneficiary  claims,
as well as debts owed to all other  classes of debtors,  other than surplus note
holders,  of Golden  American.  Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance Commissioner. Under this
agreement,   Golden  American   incurred  interest  expense  of  $4,089,000  and
$4,112,000 for the years ended December 31, 2001 and 2000, respectively.  Golden
American incurred no interest expense during the year ended December 31, 1999.

On December 8, 1999,  Golden American issued a 7.979% surplus note in the amount
of $35,000,000 to First Columbine Life Insurance Company ("First Columbine"), an
affiliate. The note matures on December 7, 2029. Payment of the note and related
accrued interest is subordinate to payments due to  policyholders,  claimant and
beneficiary claims, as well as debts owed to all other classes of debtors, other
than surplus note holders,  of Golden American.  Any payment of principal and/or
interest  made is  subject  to the  prior  approval  of the  Delaware  Insurance
Commissioner. Under this agreement, Golden American incurred interest expense of
$2,792,000,  $2,961,000, and $0 for the years ended December 31, 2001, 2000, and
1999, respectively.

On September 30, 1999, Golden American issued a 7.75% surplus note in the amount
of  $75,000,000  to ING AIH. The note matures on September 29, 2029.  Payment of
the  note and  related  accrued  interest  is  subordinate  to  payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors,  other than surplus note holders,  of Golden American.
Any payment of principal  and/or  interest made is subject to the prior approval
of the Delaware Insurance  Commissioner.  Under this agreement,  Golden American
incurred  interest  expense of  $5,813,000,  $5,813,000,  and $1,469,000 for the
years ended  December 31, 2001,  2000, and 1999,  respectively.  On December 30,
1999, ING AIH assigned the note to Equitable Life.

On December 30, 1998,  Golden American issued a 7.25% surplus note in the amount
of $60,000,000 to Equitable Life. The note matures on December 29, 2028. Payment
of the note and related  accrued  interest  is  subordinate  to payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors,  other than surplus note holders,  of Golden American.
Any payment of principal  and/or  interest made is subject to the prior approval
of the Delaware Insurance  Commissioner.  Under this agreement,  Golden American
incurred interest expense of $4,350,000 in 2001, unchanged from 2000 and 1999.

On December 17, 1996, Golden American issued an 8.25% surplus note in the amount
of $25,000,000 to Equitable.  The note matures on December 17, 2026.  Payment of
the  note and  related  accrued  interest  is  subordinate  to  payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors of Golden  American.  Any payment of principal  made is
subject to the prior  approval of the Delaware  Insurance  Commissioner.  Golden
American incurred interest totaling $2,063,000 in 2001,  unchanged from 2000 and
1999. On December 17, 1996, Golden American contributed the $25,000,000 to First
Golden acquiring 200,000 shares of common stock (100% of outstanding stock).

As at December 31, 2000,  Golden  American also had a receivable of  $35,000,000
from capital contributions made by EIC.

STOCKHOLDER'S  EQUITY:  During 2001,  2000, and 1999,  Golden American  received
capital contributions from EIC of $196,796,000,  $80,000,000,  and $121,000,000,
respectively.

11. COMMITMENTS AND CONTINGENCIES
--------------------------------------------------------------------------------

REINSURANCE:  At December 31, 2001, the Companies had reinsurance  treaties with
five  unaffiliated   reinsurers  and  three  affiliated  reinsurers  covering  a
significant  portion  of the  mortality  risks and  guaranteed  death and living
benefits under its variable  contracts.  Golden  American  remains liable to the
extent   reinsurers  do  not  meet  their   obligations  under  the  reinsurance
agreements.   Reinsurance   ceded  in  force  for  life  mortality   risks  were
$94,783,000,  and $105,334,000 at December 31, 2001 and 2000,  respectively.  At


                                       38
<PAGE>


December 31, 2001 and 2000, the Companies had net receivables of $55,951,000 and
$33,973,000,  respectively,  for reinsurance  claims,  reserve credits, or other
receivables from these reinsurers.  At December 31, 2001 and 2000, respectively,
these net receivables were comprised of $7,820,000 and $1,820,000, respectively,
for claims recoverable from reinsurers, $3,376,000 and $4,007,000, respectively,
for  a  payable  for  reinsurance   premiums,   $28,800,000   and   $14,642,000,
respectively,   for  reserve   credits,   and   $22,707,000   and   $21,518,000,
respectively,  for reinsured  surrenders and allowances due from an unaffiliated
reinsurer.  Included in the  accompanying  financial  statements,  excluding the
modified  coinsurance  agreements,  are  net  considerations  to  reinsurers  of
$30,329,000,  $21,655,000,  and $9,883,000 and net policy benefits recoveries of
$21,750,000,  $8,927,000,  and $3,059,000 for the years ended December 31, 2001,
2000, and 1999, respectively.

On June 30, 2000,  effective  January 1, 2000,  Golden  American  entered into a
modified  coinsurance  agreement with Equitable  Life, an affiliate,  covering a
considerable  portion of Golden American's variable annuities issued on or after
January 1, 2000,  excluding those with an interest rate  guarantee.  At December
31, 2001 and 2000,  Golden  American had received a total  settlement  of $224.5
million and $218.8 million,  respectively,  under this  agreement.  The carrying
value of the separate account liabilities covered under this agreement represent
31.9% and 17.6% of total separate  account  liabilities  outstanding at December
31, 2001 and 2000,  respectively.  Golden American  remains liable to the extent
Equitable  Life  does  not  meet  its  obligations  under  the  agreement.   The
accompanying  statement of  operations,  statement  of changes in  stockholder's
equity and  statement  of cash  flows are  presented  net of the  effects of the
agreement.

On December 28, 2000, Golden American entered into a reinsurance  agreement with
Security Life of Denver  International,  Ltd., an affiliate,  covering  variable
annuity  minimum  guaranteed  death benefits and guaranteed  living  benefits of
variable  annuities  issued on or after  January 1, 2000.  Golden  American also
obtained an irrevocable  letter of credit was obtained  through Bank of New York
in the amount of $25 million related to this agreement.  Effective  December 24,
2001,  the  letter of credit  amount  was  revised  to $70  million.  Under this
agreement, Golden American had reserve credits of $28,800,000 and $14,642,000 at
December 31, 2001 and 2000, respectively.

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

Effective  June 1, 1994,  Golden  American  entered into a modified  coinsurance
agreement with an unaffiliated reinsurer.  The accompanying financial statements
are  presented  net of the  effects  of the  treaty  which  decreased  income by
$458,000 for the year ended December 31, 2001 and increased  income by $736,000,
and $1,729,000 for the years ended December 31, 2000 and 1999, respectively.

INVESTMENT  COMMITMENTS:  At December 31, 2001, outstanding  commitments to fund
mortgage  loans totaled  $3,182,000  and  outstanding  commitments to fund fixed
maturities totaled  $22,000,000.  There were no outstanding  commitments to fund
mortgage loans and fixed maturities at December 31, 2000.

GUARANTY FUND  ASSESSMENTS:  Assessments are levied on the Companies by life and
health guaranty  associations in most states in which the Companies are licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In some
states,  these  assessments  can be partially  recovered  through a reduction in
future premium taxes.  The Companies  cannot predict  whether and to what extent
legislative  initiatives may affect the right to offset. The associated cost for
a  particular  insurance  company  can vary  significantly  based upon its fixed
account  premium  volume by line of business  and state  premiums as well as its
potential for premium tax offset. The Companies have established an undiscounted
reserve to cover such assessments,  review information regarding known failures,
and revise  estimates of future  guaranty  fund  assessments.  Accordingly,  the
Companies  accrued  and charged to expense an  additional  $4,000,  $3,000,  and
$3,000 for the years ended December 31, 2001, 2000, and 1999,  respectively.  At
December 31, 2001,  the Companies  have an  undiscounted  reserve of $2,430,000,
unchanged from December 31, 2000, to cover estimated future  assessments (net of
related  anticipated premium tax credits) and have established an asset totaling
$712,000,  and  $733,000,  respectively,  for  assessments  paid  which  may  be
recoverable  through  future  premium tax offsets.  The  Companies  believe this
reserve is sufficient to cover expected future guaranty fund  assessments  based
upon previous premiums and known insolvencies at this time.


                                       39
<PAGE>


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

VULNERABILITY FROM CONCENTRATIONS:  The Companies have various concentrations in
the investment  portfolio (see Note 3 for further  information).  The Companies'
asset growth, net investment income, and cash flow are primarily  generated from
the sale of variable  insurance  products and associated  future policy benefits
and separate  account  liabilities.  Substantial  changes in tax laws that would
make these  products less  attractive to consumers and extreme  fluctuations  in
interest  rates or stock  market  returns,  which may  result  in  higher  lapse
experience than assumed, could cause a severe impact to the Companies' financial
condition.  Two  broker/dealers,  having  at least  ten  percent  of  total  net
premiums,  generated 21% of the  Companies'  variable  annuity sales during 2001
(11% by one  broker  dealer  during  2000 and 28% by two  broker/dealers  during
1999). Two broker dealers,  having at least ten percent of total gross premiums,
generated  22%  of  the  Companies'  sales  during  2001  (21%  and  30%  by two
broker/dealers  during 2000 and 1999,  respectively).  The Premium  Plus product
generated  43% of the  Companies'  sales  during  2001 (71%  during 2000 and 79%
during 1999).  The ES II product  generated 14% of the  Companies'  sales during
2001 (12% during 2000 and 9% during 1999). The Guarantee product,  introduced in
the fourth quarter of 2000,  generated 22% of the  Companies'  sales during 2001
(4% during 2000).

LEASES:  The Companies lease their home office space,  certain other  equipment,
and capitalized  computer  software under operating  leases which expire through
2020.  During the years ended December 31, 2001,  2000,  and 1999,  rent expense
totaled $4,298,000,  $2,874,000, and $2,273,000,  respectively.  At December 31,
2001, minimum rental payments due under all non-cancelable operating leases with
initial  terms of one year or more are:  2002 -  $3,608,000;  2003 - $2,912,000;
2004 - $2,455,000; 2005 - $2,455,000; 2006 - $2,420,000, and 2007 and thereafter
- $32,451,000.

REVOLVING  NOTE  PAYABLE:  To  enhance  short-term   liquidity,   the  Companies
established a revolving note payable with SunTrust  Bank,  Atlanta (the "Bank").
These  revolving  notes  payable were amended and restated in April 2001 with an
expiration  date of May 31,  2002.  The  note  was  approved  by the  Boards  of
Directors of Golden  American  and First Golden on August 5, 1998 and  September
29, 1998,  respectively.  The total amount the Companies may have outstanding is
$85,000,000,  of which Golden American and First Golden have  individual  credit
sublimits  of  $75,000,000  and  $10,000,000,  respectively.  The  note  accrues
interest  at an annual rate equal to: (1) the cost of funds for the Bank for the
period  applicable  for the advance plus 0.225% or (2) a rate quoted by the Bank
to the  Companies  for the  advance.  The  terms of the  agreement  require  the
Companies  to maintain  the  minimum  level of Company  Action  Level Risk Based
Capital as established by applicable  state law or regulation.  During the years
ended December 31, 2001, 2000, and 1999, the Companies incurred interest expense
of $119,000,  $87,000,  and $198,000,  respectively.  At December 31, 2001,  the
Companies  had a $1,400,000  note payable to the Bank under this  agreement.  At
December 31, 2000, there were no amounts outstanding under this agreement.

12. CHANGE OF OWNERSHIP OF GOLDEN AMERICAN
--------------------------------------------------------------------------------

On December 3, 2001, the Board of Directors of EIC approved a plan to contribute
its holding of 100% of the stock of its wholly owned subsidiary, 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.


13. MERGER OF FIRST GOLDEN WITH RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
--------------------------------------------------------------------------------

A filing was made on October  31,  2001 in  accordance  with Item 5 of Form 8-K:
Other  Events and  Regulation  FD  Disclosure.  The purpose of the filing was to
report that on  September  25,  2001,  the Board of  Directors  of First  Golden
approved a plan of merger to merge First Golden into  ReliaStar  Life  Insurance
Company of New York ("RLNY"), an affiliate.  The merger is currently anticipated
to be effective on April 1, 2002, or shortly thereafter, subject to the approval
of the Insurance Departments of the States of New York and Delaware.


                                       40
<PAGE>


14. QUARTERLY DATA (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

Quarter ended 2001                            First          Second           Third         Fourth
-------------------------------------------------------------------------------------------------------
                                                            (DOLLARS IN THOUSANDS)
<S>                                           <C>              <C>            <C>            <C>
Total revenue.........................        $72,139          $65,435        $70,108        $69,128
                                          -------------------------------------------------------------
Income (loss) before income taxes.....         14,267            5,575        (14,329)        (9,291)
Income taxes..........................          5,334            2,373         (5,638)        (1,893)
                                          -------------------------------------------------------------
Net income (loss).....................         $8,933           $3,202        $(8,691)       $(7,398)
                                          =============================================================

Quarter ended 2000                            First          Second           Third         Fourth
-------------------------------------------------------------------------------------------------------
                                                            (DOLLARS IN THOUSANDS)
Total revenue.........................        $55,056          $53,672        $57,194        $59,523
                                          -------------------------------------------------------------
Income before income taxes............          3,511           10,168         14,207          4,530
Income taxes..........................          1,621            3,981          4,200          3,434
                                          -------------------------------------------------------------
Net income............................         $1,890           $6,187        $10,007         $1,096
                                          =============================================================
</TABLE>


ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.
None.

PART III.

ITEMS 10 - 13.

Information  called for by items 10 through 13 of this part is omitted  pursuant
to General Instruction I (2) (c) of Form 10-K.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1) and (a)(2) Financial statements and schedules

The  following   consolidated  financial  statements  of  Golden  American  Life
Insurance Company are included in Item 8:
<TABLE>
<CAPTION>

                                                                                                                     Page
                                                                                                                     ----
<S>                                                                                                                    <C>
Balance Sheets - December 31, 2001 and 2000............................................................................16
Statements of Operations - For the years ended December 31, 2001, 2000, and 1999.......................................18
Statements of Changes in Stockholder's Equity - For the years ended December 31, 2001, 2000, and 1999..................19
Statements of Cash Flows - For the years ended December 31, 2001, 2000, and 1999.......................................20
Notes to Financial Statements..........................................................................................22

The following consolidated financial statement schedules of Golden American Life
Insurance Company are included in Item 14(d):
                                                                                                                     Page
                                                                                                                     ----

Schedule I - Summary of investments - other than investments in related parties........................................43
Schedule III - Supplementary insurance information.....................................................................44
Schedule IV - Reinsurance..............................................................................................45

All other schedules listed in Article 7 of Regulation S-X are not required under
the related instructions or are inapplicable and therefore have been omitted.


                                       41
</TABLE>
<PAGE>


(a)(3), and (c) Exhibits

Exhibits filed are listed in the attached exhibit index.

(b) Reports on Form 8-K

A filing made in accordance with Item 5 of Form 8-K: Other Events and Regulation
FD  Disclosure  was made on October 31,  2001.  The purpose of the filing was to
report that on  September  25,  2001,  the Board of  Directors  of First  Golden
approved  a plan of  merger to merge  First  Golden  into  RLNY.  The  merger is
currently  anticipated to be effective on April 1, 2002, or shortly  thereafter,
subject to the approval of the Insurance  Departments  of the States of New York
and Delaware.

Incorporated  into the Form 8-K filing by reference was a prospectus  supplement
filed with the Securities  and Exchange  Commission on October 19, 2001, on Form
497 under the Securities Act of 1933 (File No.  333-16501),  which describes the
proposed transaction and contains financial  information on RLNY. The prospectus
supplement was included as an exhibit item to the Form 8-K filing.


                                       42
<PAGE>
<TABLE>
<CAPTION>


ITEM 14(D). SCHEDULES.


                                                             SCHEDULE I
                                                       SUMMARY OF INVESTMENTS
                                              OTHER THAN INVESTMENTS IN RELATED PARTIES
                                                       (DOLLARS IN THOUSANDS)



                                                                                                                      BALANCE
                                                                                                                        SHEET
   DECEMBER 31, 2001                                                                    COST(1)          VALUE         AMOUNT
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>              <C>            <C>
   TYPE OF INVESTMENT
   Fixed maturities, available for sale:
    Bonds:
      United States government and governmental agencies and authorities....           $132,081        $129,125        $129,125
      Public utilities......................................................             39,775          38,746          38,746
      Foreign government....................................................            143,574         146,687         146,687
      Corporate securities..................................................          1,111,798       1,116,788       1,116,788
      Other asset-backed securities.........................................            388,250         393,836         393,836
      Mortgage-backed securities............................................            167,049         169,731         169,731
                                                                                  ----------------------------------------------
      Total fixed maturities, available for sale............................          1,982,527       1,994,913       1,994,913

   Equity securities:
      Common stocks: industrial, miscellaneous, and all other...............                 74              55              55

   Mortgage loans on real estate............................................            213,883                         213,883
   Policy loans.............................................................             14,847                          14,847
   Short-term investments...................................................             10,021                          10,021
                                                                                  ---------------                 --------------
   Total investments........................................................         $2,221,352                      $2,233,719
                                                                                  ===============                 ==============

Note 1: Cost is defined as original cost for common  stocks,  amortized cost for
bonds and  short-term  investments,  and unpaid  principal  for policy loans and
mortgage loans on real estate, adjusted for amortization of premiums and accrual
of discounts.


                                                                 43
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                            SCHEDULE III
                                                 SUPPLEMENTARY INSURANCE INFORMATION
                                                       (DOLLARS IN THOUSANDS)


COLUMN A         COLUMN B       COLUMN C   COLUMN D   COLUMN E    COLUMN F   COLUMN G  COLUMN H      COLUMN I    COLUMN J  COLUMN K
------------------------------------------------------------------------------------------------------------------------------------
                                 FUTURE
                                 POLICY                                                            AMORTIZA-
                               BENEFITS,                 OTHER                          BENEFITS     TION OF
                                 LOSSES,                POLICY                            CLAIMS,   DEFERRED
                 DEFERRED        CLAIMS                 CLAIMS   INSURANCE                LOSSES      POLICY
                   POLICY           AND    UNEARNED        AND    PREMIUMS        NET        AND       ACQUI-      OTHER
              ACQUISITION          LOSS     REVENUE   BENEFITS         AND INVESTMENT SETTLEMENT       SITION   OPERATING  PREMIUMS
SEGMENT             COSTS      EXPENSES     RESERVE    PAYABLE     CHARGES     INCOME   EXPENSES        COSTS   EXPENSES*   WRITTEN
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>         <C>             <C>          <C>     <C>         <C>       <C>           <C>       <C>              <C>
YEAR ENDED DECEMBER 31, 2001:

Life insurance   $709,042    $2,178,189      $6,241       $836    $163,805    $94,396   $209,082      $45,229   $232,659         --

YEAR ENDED DECEMBER 31, 2000:

Life insurance   $635,147    $1,062,891      $6,817        $82    $144,877    $64,140   $200,031      $55,154   $143,764         --

YEAR ENDED DECEMBER 31, 1999:

Life insurance   $528,957    $1,033,701      $6,300         $8     $82,935    $59,169   $182,221      $33,119   $(83,370)        --



*    This includes policy  acquisition costs deferred for first year commissions
     and interest  bonuses,  premium credit,  and other expenses  related to the
     production  of new  business.  The costs  related  to first  year  interest
     bonuses and the premium credit are included in benefits claims, losses, and
     settlement expenses.


                                                                 44
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                             SCHEDULE IV
                                                             REINSURANCE


Column A                                             COLUMN B        COLUMN C         COLUMN D        COLUMN E        COLUMN F
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    PERCENTAGE
                                                                     CEDED TO          ASSUMED                       OF AMOUNT
                                                        GROSS           OTHER       FROM OTHER             NET         ASSUMED
                                                       AMOUNT       COMPANIES        COMPANIES          AMOUNT          TO NET
--------------------------------------------------------------------------------------------------------------------------------
AT DECEMBER 31, 2001:
<S>                                              <C>             <C>                       <C>    <C>                       <C>
    Life insurance in force.................     $169,252,000     $94,783,000              --      $74,469,000              --
                                                ================================================================================

AT DECEMBER 31, 2000:
    Life insurance in force.................     $196,334,000    $105,334,000              --      $91,000,000              --
                                                ================================================================================

AT DECEMBER 31, 1999:
    Life insurance in force.................     $225,000,000    $119,575,000              --     $105,425,000              --
                                                ================================================================================


                                                                 45
</TABLE>
<PAGE>

<TABLE>

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

                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY
                                                            (Registrant)

DATE: MARCH 27, 2002                                                                              BY /s/ Chris D. Schreier
                                                                                                     -----------------------
                                                                                                       Chris D. Schreier
                                                                                                       President

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 and on the dates indicated.

                      SIGNATURES                                         TITLE
<S>      <C>                                           <C>
         -----------------------------------           ----------------------------------------------|
                                                                                                     |
         /s/ Chris D. Schreier                         President                                     |
         -----------------------------------                                                         |
         Chris D. Schreier                                                                           |
         (principal executive officer)                                                               |
                                                                                                     |
         /s/ Wayne R. Huneke                           Chief Financial Officer and Director          |
         -----------------------------------                                                         |
         Wayne R. Huneke                                                                             |
         (principal financial officer)                                                               |
                                                                                                     |
         /s/ Paula Cludray-Engelke                     Secretary                                     |
         -----------------------------------                                                         |
         Paula Cludray-Engelke                                                                       |
                                                                                                     |-- March 27, 2002
         /s/ David Wheat                               Chief Accounting Officer                      |
         -----------------------------------                                                         |
         David Wheat                                                                                 |
         (principal accounting officer)                                                              |
                                                                                                     |
                                                                                                     |
         /s/ P. Randall Lowery                                                                       |
         -----------------------------------           Director                                      |
         P. Randall Lowery                                                                           |
                                                                                                     |
                                                                                                     |
         /s/ Robert C. Salipante                                                                     |
         -----------------------------------           Director                                      |
         Robert C. Salipante                                                                         |
                                                                                                     |
                                                                                                     |
         /s/ Mark A. Tullis                                                                          |
         -----------------------------------           Director                                      |
         Mark A. Tullis                                                                              |
                                                                                             --------|


                                                                 46
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    Page Number
                                                                                                                    -----------
<S>                                                                                                                          <C>
2        PLAN OF ACQUISITION
           (a)     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        ARTICLES OF INCORPORATION AND BY-LAWS
           (a)     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 (incorporated by reference from Exhibit 3(b)(i) to 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         INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
           (a)     Individual Deferred Combination Variable and Fixed Annuity Contract (incorporated
                   by reference from Exhibit 4(a) to Amendment No. 5 of Registrant's Registration
                   Statement on Form S-1 filed with the SEC on or about April 23, 1999
                   (File No. 333-51353))................................................................................     __

           (b)     Discretionary Group Deferred Combination Variable Annuity Contract (incorporated
                   by reference from Exhibit 4(b) to Amendment No. 5 of Registrant's Registration
                   Statement on Form S-1 filed with the SEC on or about April 23, 1999
                   (File No. 333-51353))................................................................................     __


                                                                 47
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    Page Number
                                                                                                                    -----------
<S>                                                                                                                          <C>

          (c)      Individual Deferred Variable Annuity Contract (incorporated by reference from
                   Exhibit 4(c) to Amendment No. 5 of Registrant's Registration Statement on
                   Form S-1 filed with the SEC on or about December 3, 1999 (File No. 333-51353)).......................     __

          (d)      Individual Deferred Combination Variable and Fixed Annuity Application
                   (incorporated by reference from Exhibit 4(g) to Amendment No. 6 of Registrant's
                   Registration Statement on Form S-1 filed with the SEC on or about December 3, 1999
                   (File No. 333-51353))................................................................................     __

          (e)      Group Deferred Combination Variable and Fixed Annuity Enrollment Form
                   (incorporated by reference from Exhibit 4(h) to Amendment No. 6 of Registrant's
                   Registration Statement on Form S-1 filed with the SEC on or about December 3, 1999
                   (File No. 333-51353))................................................................................     __

          (f)      Individual Deferred Variable Annuity Application (incorporated by reference
                   from Exhibit 4(i) to Amendment No. 6 of Registrant's Registration Statement
                   on Form S-1 filed with the SEC on or about December 3, 1999 (File No. 333-51353))....................     __

          (g)      Individual Retirement Annuity Rider Page (incorporated by reference from Exhibit 4(d) to
                   Registrant's Registration Statement on Form S-1 filed with the SEC on June 30, 2000
                   (File No. 333-40596))................................................................................     __

          (h)      ROTH Individual Retirement Annuity Rider (incorporated by reference from Exhibit 4(g) to
                   Registrant's Registration Statement on Form S-1 filed with the SEC on June 30, 2000
                   (File No. 333-40596))................................................................................     __

          (i)      Minimum Guaranteed Accumulation Benefit Rider (REV) (incorporated by reference from
                   Exhibit 4(k) to Amendment No. 3 to a Registration Statement on Form S-1 filed with the
                   SEC on April 23, 2001 (File No. 333-35592))..........................................................     __

          (j)      Minimum Guaranteed Income Benefit Rider (REV) (incorporated by reference from Exhibit
                   4(l) to Amendment No. 3 to a Registration Statement on Form S-1 filed with the SEC on
                   April 23, 2001 (File No. 333-35592)).................................................................     __

          (k)      Minimum Guaranteed Withdrawal Benefit Rider (REV) (incorporated by reference from
                   Exhibit 4(m) to Amendment No. 3 to a Registration Statement on Form S-1 filed with the
                   SEC on April 23, 2001 (File No. 333-35592))..........................................................     __

          (l)      Living Benefit Rider Endorsement (incorporated by reference from Exhibit 4(n) to
                   Amendment No. 3 to a Registration Statement on Form S-1 filed with the SEC on
                   April 23, 2001 (File No. 333-35592)).................................................................     __


                                                                 48
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    Page Number
                                                                                                                    -----------
<S>                                                                                                                          <C>

          (m)      Death Benefit Endorsement Number 1 describing the 7% Solution Enhanced Death
                   Benefit (REV) (incorporated by reference from Exhibit 4(o) to Amendment No. 3 to a
                   Registration Statement on Form S-1 filed with the SEC on April 23, 2001
                   (File No. 333-35592))................................................................................     __

          (n)      Death Benefit Endorsement Number 2 describing the Annual Ratchet Enhanced
                   Death Benefit (REV) (incorporated by reference from Exhibit 4(p) to Amendment No. 3
                   to a Registration Statement on Form S-1 filed with the SEC on April 23, 2001
                   (File No. 333-35592))................................................................................     __

          (o)      Death Benefit Endorsement Number 3 describing the Standard Death Benefit (REV)
                   (incorporated by reference from Exhibit 4(q) 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)      Death Benefit Endorsement Number 4 describing the Max 7 Enhanced Death Benefit (REV)
                   (incorporated by reference from Exhibit 4(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)).....................     __

          (q)      Death Benefit Endorsement Number 5 (Base Death Benefit) (incorporated by reference
                   from Exhibit 4(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)) .....................................................     __

          (r)      Death Benefit Endorsement Number 6 (Inforce Contracts) (incorporated by reference from
                   Exhibit 4(t) to Amendment No. 3 to a Registration Statement on Form S-1 filed with the
                   SEC on April 23, 2001 (File No. 333-35592)) .........................................................     __

          (s)      Individual Deferred Variable and Fixed Annuity Contract (incorporated by
                   reference from Exhibit 4(a) to Amendment No. 6 to Registrant's Registration
                   Statement filed with the SEC on or about December 3, 1999 (File No. 333-28765))......................     __

          (t)      Group Deferred Variable and Fixed Annuity Contract Individual Deferred Variable
                   and Fixed Annuity Contract (incorporated by reference from Exhibit 4(b) to Amendment
                   No. 6 to Registrant's Registration Statement filed with the SEC on or about December 3,
                   1999 (File No. 333-28765))...........................................................................     __

          (u)      Individual Deferred Variable Annuity Contract (incorporated by reference from
                   Exhibit 4(c) to Amendment No. 6 to Registrant's Registration Statement filed with
                   the SEC on or about December 3, 1999 (File No. 333-28765))...........................................     __

          (v)      Individual Deferred Variable and Fixed Annuity Contract (incorporated by reference
                   from Exhibit 4(a) to a Registration Statement for Golden American filed with the SEC
                   on or about April 23, 1999 (File No. 333-76941)).....................................................     __

          (w)      Group Deferred Variable and Fixed Annuity Contract Individual Deferred Variable
                   and Fixed Annuity Contract (incorporated by reference from Exhibit 4(b) to a Registration
                   Statement for Golden American filed with the SEC on or about April 23, 1999
                   (File No. 333-76941))................................................................................     __


                                                                 49
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    Page Number
                                                                                                                    -----------
<S>                                                                                                                          <C>

          (x)      Individual Deferred Variable Annuity Contract (incorporated by reference from
                   Exhibit 4(c) to a Registration Statement for Golden American filed with the SEC
                   on or about April 23, 1999 (File No. 333-76941)).....................................................     __

          (y)      Individual Deferred Variable and Fixed Annuity Contract (incorporated by reference
                   from Exhibit 4(a) to a Registration Statement for Golden American filed with the SEC
                   on or about April 23, 1999 (File No. 333-76945)).....................................................     __

          (z)      Group Deferred Variable and Fixed Annuity Contract Individual Deferred Variable
                   and Fixed Annuity Contract (incorporated by reference from Exhibit 4(b) to a
                   Registration Statement for Golden American filed with the SEC on or about April 23,
                   1999 (File No. 333-76945))...........................................................................     __

          (aa)     Individual Deferred Variable Annuity Contract (incorporated by reference from
                   Exhibit 4(c) to a Registration Statement for Golden American filed with the SEC
                   on or about April 23, 1999 (File No. 333-76945)).....................................................     __

          (ab)     Schedule Page to the Premium Plus Contract featuring the Galaxy VIP Fund
                   (incorporated by reference from Exhibit 4(i) to a Registration Statement for Golden
                   American on Form S-1 filed with the SEC on or about September 24, 1999
                   (File No. 333-76945))................................................................................     __

          (ac)     Individual Deferred Variable and Fixed Annuity Contract (incorporated by reference
                   from Exhibit 4(a) to Amendment No. 3 to Registrant's Registration Statement filed
                   with the SEC on or about April 23, 1999 (File No. 333-66745))........................................     __

          (ad)     Group Deferred Variable and Fixed Annuity Contract Individual Deferred Variable
                   and Fixed Annuity Contract (incorporated by reference from Exhibit 4(b) to
                   Amendment No. 3 to Registrant's Registration Statement filed with the SEC on or
                   about April 23, 1999 (File No. 333-66745))...........................................................     __

          (ae)     Individual Deferred Variable Annuity Contract (incorporated by reference from
                   Exhibit 4(c) to Amendment No. 3 to Registrant's Registration Statement filed with
                   the SEC on or about April 23, 1999 (File No. 333-66745)).............................................     __

          (af)     Single Premium Deferred Modified Guaranteed Annuity Contract (incorporated by reference
                   to Exhibit 4(a) to Amendment No. 1 to a Registration Statement on Form S-1 filed with the
                   SEC on September 13, 2000 (File No. 333-40596))......................................................     __

          (ag)     Single Premium Deferred Modified Guaranteed Annuity Master Contract (incorporated by
                   reference to Exhibit 4(b) to Amendment No. 1 to a Registration Statement on Form S-1 filed
                   with the SEC on September 13, 2000 (File No. 333-40596)).............................................     __

          (ah)     Single Premium Deferred Modified Guaranteed Annuity Certificate (incorporated by
                   reference to Exhibit 4(c) to Amendment No. 1 to a Registration Statement on Form S-1 filed
                   with the SEC on September 13, 2000 (File No. 333-40596)).............................................     __


                                                                 50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    Page Number
                                                                                                                    -----------
<S>                                                                                                                          <C>

          (ai)     Single Premium Deferred Modified Guaranteed Annuity Application (incorporated by
                   reference to Exhibit 4(e) to Amendment No. 1 to a Registration Statement on Form S-1 filed
                   with the SEC on September 13, 2000 (File No. 333-40596)).............................................     __

          (aj)     Single Premium Deferred Modified Guaranteed Annuity Enrollment Form (incorporated by
                   reference to Exhibit 4(f) to Amendment No. 1 to a Registration Statement on Form S-1 filed
                   with the SEC on September 13, 2000 (File No. 333-40596)).............................................     __

          (ak)     Earnings Enhancement Death Benefit Rider (incorporated by reference from Exhibit 4(u)
                   to Amendment No. 3 to a Registration Statement on Form S-1 filed with the SEC on
                   April 23, 2001 (Filed No. 333-35592))................................................................     __

          (al)     Deferred Combination Variable and Fixed Annuity Group Master Contract (incorporated by
                   reference from Exhibit 4(a) to a Registration Statement on Form S-1 filed by Registrant with
                   the SEC on or about April 24, 2001 (File No. 333-59408)).............................................     __

          (am)     Flexible Premium Individual Deferred Combination Variable and Fixed Annuity Contract
                   (incorporated by reference from Exhibit 4(b) to a Registration Statement on Form S-1 filed
                   by Registrant with the SEC on or about April 24, 2001 (File No. 333-59408))..........................     __

          (an)     Flexible Premium Individual Deferred Combination Variable and Fixed Annuity Certificate
                   (incorporated by reference from Exhibit 4(c) to a Registration Statement on Form S-1 filed
                   by Registrant with the SEC on or about April 24, 2001 (File No. 333-59408))..........................     __

          (ao)     Flexible Premium Individual Deferred Variable Annuity Contract (incorporated by
                   reference from Exhibit 4(d) to a Registration Statement on Form S-1 filed by Registrant
                   with the SEC on or about April 24, 2001 (File No. 333-59408))........................................     __

          (ap)     Individual Deferred Combination Variable and Fixed Annuity Application (incorporated by
                   reference from Exhibit 4(e) to a Registration Statement on Form S-1 filed by Registrant
                   with the SEC on or about April 24, 2001 (File No. 333-59408))........................................     __

          (aq)     Group Deferred Combination Variable and Fixed Annuity Enrollment Form (incorporated
                   by reference from Exhibit 4(f) to a Registration Statement on Form S-1 filed by Registrant
                   with the SEC on or about April 24, 2001 (File No. 333-59408))........................................     __

          (ar)     Individual Deferred Variable Annuity Application (incorporated by reference from
                   Exhibit 4(g) to a Registration Statement on Form S-1 filed by Registrant with the SEC on or
                   about April 24, 2001 (File No. 333-59408))...........................................................     __


                                                                 51
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    Page Number
                                                                                                                    -----------
<S>                                                                                                                          <C>

          (as)     Form of Variable Annuity Group Master Contract (incorporated by reference from
                   Exhibit 4(a) to Pre-Effective Amendment No. 1 to a Registration Statement on Form
                   S-2 filed by Registrant with the SEC on or about June 29, 2001 (File No. 333-57212)).................     __

          (at)     Form of Variable Annuity Contract (incorporated by reference from Exhibit 4(b) to
                   Pre-Effective Amendment No. 1 to a Registration Statement on Form S-2 filed by
                   Registrant with the SEC on or about June 29, 2001 (File No. 333-57212))..............................     __

          (au)     Form of Variable Annuity Certificate (incorporated by reference from Exhibit 4(c) to
                   Pre-Effective Amendment No. 1 to a Registration Statement on Form S-2 filed by
                   Registrant with the SEC on or about June 29, 2001 (File No. 333-57212))..............................     __

          (av)     Form of GET Fund Rider (incorporated by reference from Exhibit 4(d) to Pre-Effective
                   Amendment No. 1 to a Registration Statement on Form S-2 filed by Registrant with the
                   SEC on or about June 29, 2001 (File No. 333-57212))..................................................     __

          (aw)     Form of Premium Bonus Endorsement Rider (incorporated by reference from Exhibit
                   4(e) to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-2 filed by
                   Registrant with the SEC on or about June 29, 2001 (File No. 333-57212))..............................     __

          (ax)     Form of Individual Retirement Annuity Rider (incorporated by reference from Exhibit
                   4(d) to Initial Filing to a Registration Statement on Form S-1 filed by Registrant with
                   the SEC on or about August 16, 2001 (File No. 333-67660))............................................     __

          (ay)     Form of Variable Annuity Group Master Contract (incorporated by reference from
                   Exhibit 4(a) 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))..............     __

          (az)     Form of Variable Annuity Contract (incorporated by reference from Exhibit 4(b) 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))...........................     __

          (ba)     Form of Variable Annuity Certificate (incorporated by reference from Exhibit 4(c) 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))......................................     __

          (bb)     Form of Premium Bonus Endorsement (incorporated by reference from Exhibit 4(d) 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))...................................................     __

          (bc)     Earnings Enhancement Death Benefit Rider (incorporated by reference from Exhibit
                   4(e) 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))...........................     __


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


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    Page Number
                                                                                                                    -----------
<S>                                                                                                                          <C>

          (bd)     Form of Variable Annuity Group Master Contract (incorporated by reference from
                   Exhibit 4(a) 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)).................     __

          (be)     Form of Variable Annuity Contract (incorporated by reference from Exhibit 4(b) 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))..........................     __

          (bf)     Form of Variable Annuity Certificate (incorporated by reference from Exhibit 4(c) 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)).....................................     __

          (bg)     Form of GET Fund Rider (incorporated by reference from Exhibit 4(d) to Pre-Effective
                   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)).....................................     __

          (bh)     Form of Section 72 Rider (incorporated by reference from Exhibit 4(e) 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))..............................................     __

          (bi)     Form of Waiver of Surrender Charge Rider (incorporated by reference from Exhibit 4(f)
                   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))..........................     __

10        MATERIAL CONTRACTS
          (a)      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)).................................................     __


                                                                 53
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    Page Number
                                                                                                                    -----------
<S>                                                                                                                          <C>


          (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)      Participation Agreement between Golden American and Warburg Pincus Trust
                   (incorporated by reference from Exhibit 8(a) to Amendment No. 54 to Separate
                   Account B of Golden American's Registration Statement on Form N-4 filed with
                   SEC on or about April 30, 1998 (File No. 333-28679 and 811-5626))....................................     __

          (e)      Participation Agreement between Golden American and PIMCO Variable Trust
                   (incorporated  by reference from Exhibit 8(b) to  Amendment No. 54 to Separate
                   Account B of Golden American's Registration Statement on Form N-4 filed with
                   the SEC on or about April 30, 1998 (File No. 333-28679 and 811-5626))................................     __

          (f)      Participation Agreement between Golden American and The Galaxy VIP Fund (incorporated
                   by reference from Exhibit 10(i) to a Registration  Statement for Golden  American on Form S-1
                   filed with the SEC on or about September 24, 1999 (File No. 333-76945))..............................     __

          (g)      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)).................................................................................     __

          (h)      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)).................................................................................     __


                                                                 54
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    Page Number
                                                                                                                    -----------
<S>                                                                                                                          <C>

          (i)      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)).................................................................................     __

          (j)      Revolving Note Payable, dated July 27, 1998, between Golden American and SunTrust
                   Bank, Atlanta (incorporated by reference from Exhibit 10(i) to Golden American's
                   Form 10-Q filed with the SEC on November 13, 1998 (File No. 33-87272))...............................     __

          (k)      Revolving Note Payable, dated July 31, 1999, between Golden American and SunTrust
                   Bank, Atlanta (incorporated by reference from Exhibit 10(j) to Golden American's
                   Form 10-Q filed with the SEC on August 13, 1999 (File No. 33-87272)).................................     __

          (l)      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)) ...........................................     __

          (m)      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))..................................     __

          (n)      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)........................     __

          (o)      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))................................     __

          (p)      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))................................     __

          (q)      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)).................................................................................     __


                                                                 55
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    Page Number
                                                                                                                    -----------
<S>                                                                                                                          <C>


          (r)      Participation Agreement between Golden American and Prudential Series Fund, Inc.
                   (incorporated by reference from Exhibit 10(l) to  Registration  Statement for Golden American
                   on Form S-1 filed with the SEC on or about April 26, 2000 (File No. 333-35592)) .....................     __

          (s)      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)) .....................     __

          (t)      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)) ................................................................................     __

          (u)      Renewal of Revolving Note Payable, dated July 31, 2000, between Golden American and SunTrust
                   Bank, Atlanta (incorporated by reference from Exhibit 10(t) to Golden American's Form 10-Q
                   filed with the SEC on August 11, 2000 (File No. 33-87272))...........................................     __

          (v)      Amendment to the Participation Agreement between Golden American and Prudential
                   Series Fund, Inc. (incorporated by reference to Exhibit 10(m) to Amendment No. 10
                   to a Registration Statement on Form S-1 filed with the SEC on December 15, 2000
                   (File No. 333-28765)) ...............................................................................     __

          (w)      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)) .....................................................     __

          (x)      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)) ....................     __

          (y)      Form of Participation Agreement between Golden American and ProFunds (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)) ..........................................     __

          (z)      Renewal of Revolving Note Payable, dated April 30, 2001, between Golden American and
                   SunTrust Bank, Atlanta (incorporated by reference to Exhibit 10(z) to Golden American's
                   Form 10-Q filed with SEC on August 14, 2001 (File No. 33-87272)).....................................     __

          (aa)     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))...................     __


                                                                 56
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    Page Number
                                                                                                                    -----------
<S>                                                                                                                          <C>

          (ab)     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))...............................................................     __

          (ac)     Form of Participation Agreement between Golden American Life Insurance Company,
                   Directed Services, Inc., Alliance Capital Management L.P., Alliance Variable Products
                   Series Fund, Inc. and Alliance Fund Distributors, Inc. (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 October 26, 2001 (File No. 333-63694))..................     __

          (ad)     Participation Agreement between Golden American Life Insurance Company, Brinson Series
                   Trust and Brinson Advisors, Inc. (incorporated by reference from Exhibit 10(s) 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))......................................     __

          (ae)     Participation Agreement between Golden American Life Insurance Company, Fidelity
                   Distributors Corporation and each of Variable Insurance Products Fund, Variable Insurance
                   Products Fund II and Variable Insurance Products Fund III. (incorporated by reference from
                   Exhibit 10(t) 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))..................     __

          (af)     Form of Participation Agreement between Golden American Life Insurance Company, INVESCO
                   Variable Investment Funds, Inc., INVESCO Funds Group, Inc. and INVESCO Distributors, Inc.
                   (incorporated by reference from Exhibit 10(u) 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))...............................................................     __

          (ag)     Form of Participation Agreement between Golden American Life Insurance Company and
                   Janus Aspen Series (incorporated by reference from Exhibit 10(v) 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))...............................................................     __

          (ah)     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))...................................................     __

          (ai)     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))...................................................     __


                                                                 57
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    Page Number
                                                                                                                    -----------
<S>                                                                                                                          <C>

          (aj)     Form of Participation Agreement between Golden American Life Insurance Company,
                   Pioneer Variable Contracts Trust, Pioneer Investment Management, Inc. and Pioneer
                   Funds Distributor, Inc. (incorporated by reference from Exhibit 10(y) 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))...................................................     __

          (ak)     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))................................................................................     __

          (al)     Participation Agreement among Golden American Life Insurance Company, Putnam
                   Variable Trust and Putnam Retail Management, L.P. (incorporated by reference from
                   Exhibit 10(cc) 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))..................     __

          (am)     Participation Agreement between Golden American Life Insurance Company, AIM Variable
                   Insurance Funds, Inc., and Directed Services, 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))..........................     __

          (an)     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)).....................................     __

          (ao)     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)).............     __

          (ap)     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))................................................................................     __


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