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, 2000.

Commission file numbers 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
                        ---------

                     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 28, 2001,  250,000 shares of Common Stock, $10 Par Value, are issued
and outstanding.

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 48.                                       Page 1 of 116


<PAGE>


PART I
ITEM 1. BUSINESS.

OVERVIEW

Golden  American Life  Insurance  Company  ("Golden  American"),  a wholly owned
subsidiary  of  Equitable  of Iowa  Companies,  Inc.  ("EIC"),  is a stock  life
insurance company  organized under the laws of the State of Delaware.  EIC is an
indirect wholly owned subsidiary of ING Groep N.V.  ("ING"),  a global financial
services  holding  company  based in The  Netherlands.  Golden  American  offers
variable  insurance products and 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 9 of the financial  statements  for further  information
regarding related party transactions.

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. ("EIC" or the "Parent"), a Delaware corporation.

PRODUCTS

The Companies offer a portfolio of variable  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  insurance  products  currently  offered by the Companies include seven
variable annuity products. During the year 2000, Golden American began selling a
new product,  GoldenSelect  Guarantee  Annuity.  In August 1999, Golden American
discontinued  offering variable life products.  Variable annuities are long-term
savings  vehicles  in  which  contractowner  premiums  (purchase  payments)  are
recorded  and  maintained  in a fixed  account  or  variable  separate  accounts
registered as unit investment  trusts. At December 31, 2000, funds on deposit in
the Companies'  variable  insurance  product separate and fixed accounts totaled
$9.8 billion and $1.1 billion, respectively. Variable 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.

MARKETING AND DISTRIBUTION

The Companies continued to expand distribution systems during 2000.  Broad-based
distribution  networks  are key to  realizing  a  growing  share  of the  wealth
accumulation marketplace.  The principal distributors of the Companies' variable
insurance  products  include  national and regional  wirehouses,  life insurance
companies with captive agency sales forces, independent insurance agents, banks,
and independent National Association of Securities Dealers,  Inc. ("NASD") firms
with licensed  registered  representatives.  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.


                                       2
<PAGE>


BUSINESS ENVIRONMENT

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

REGULATION

The  Companies'  insurance  operations  are  conducted  in  a  highly  regulated
environment.  Both Golden American and First Golden are subject to the insurance
laws of the state in which they are organized and of the other  jurisdictions in
which they  transact  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 the  NASD.  See Item 7,  Management's  Discussion  and
Analysis of Results of Operations.

ITEM 2. PROPERTIES.

During the first quarter of 1999, Golden  American's  operations were moved to a
new site in West Chester,  Pennsylvania.  Previously, Golden American's business
operations were housed in leased facilities located in Wilmington,  Delaware and
leased facilities in Pennsylvania. During 2000, Golden American occupied 105,000
square feet of leased space; and an affiliate occupied 20,000 square feet in the
same  facilities.  First  Golden's  business  operations  are housed in a leased
facility in New York,  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.

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 EIC. 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


                                       3
<PAGE>


million.  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
2001,  Golden American cannot pay dividends to the Parent without prior approval
of statutory  authorities.  Golden  American did not pay common stock  dividends
during 2000, 1999 or 1998.

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.  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.
First Golden did not pay common stock dividends during 2000, 1999 or 1998.

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

RESULTS OF OPERATIONS
---------------------

PREMIUMS
<TABLE>
<CAPTION>

                                                                                 Percentage            Dollar
Year Ended December 31                                             2000              Change            Change           1999
-------------------------------------------------------------------------------------------------------------------------------
                                                                                    (Dollars in millions)
<S>                                                               <C>               <C>             <C>             <C>
Variable annuity premiums:
   Separate account........................................       $1,307.3          (48.0)%         $(1,204.4)      $2,511.7
   Fixed account...........................................          793.1            2.9                22.4          770.7
                                                               ----------------------------------------------------------------
Total variable annuity premiums............................        2,100.4          (36.0)           (1,182.0)       3,282.4
Variable life premiums.....................................            1.6          (81.8)               (7.0)           8.6
                                                               ----------------------------------------------------------------
Total premiums.............................................       $2,102.0          (36.1)%         $(1,189.0)      $3,291.0
                                                               ================================================================
</TABLE>

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

Variable annuity separate  account  premiums  decreased 48.0% in 2000.  Excluded
from the variable  annuity  separate account premiums above are $1,787.9 million
and $97.9 million for the years ended December 31, 2000 and 1999,  respectively,
related to modified  coinsurance  agreements.  The fixed account  portion of the
Companies'  variable  annuity  premiums  increased  2.9% in 2000.  Excluding the


                                       4
<PAGE>


effect of the modified coinsurance agreements, the increase in premiums resulted
from increased sales of existing annuity products and from the introduction of a
new annuity product during 2000 called GoldenSelect Guarantee Annuity.

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

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

<TABLE>
<CAPTION>
REVENUES

                                                                                Percentage           Dollar
Year Ended December 31                                                2000          Change           Change           1999
------------------------------------------------------------------------------------------------------------------------------
                                                                                   (Dollars in millions)
<S>                                                                 <C>            <C>                <C>           <C>
Annuity and interest sensitive life product charges........         $144.9           74.7%            $62.0          $82.9
Management fee revenue.....................................           23.0          106.4              11.9           11.1
Net investment income......................................           64.1            8.4               4.9           59.2
Realized gains (losses) on investments.....................           (6.6)        (124.2)             (3.7)          (2.9)
                                                               ---------------------------------------------------------------
                                                                    $225.4           50.0%            $75.1         $150.3
                                                               ===============================================================
</TABLE>

Total revenues  increased  50.0%,  or $75.1 million,  to $225.4 million in 2000.
Annuity and interest  sensitive life product charges  increased  74.7%, or $62.0
million, to $144.9 million in 2000, primarily due to additional fees earned from
the increasing block of business in the separate accounts.

Golden American provides certain managerial and supervisory services to 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
assets in the variable separate  accounts,  was $21.3 million for 2000 and $10.1
million for 1999. This increase is due to the increasing  assets in the separate
accounts and renegotiation of the fee paid by DSI to Golden American.

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

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


                                       5
<PAGE>
<TABLE>
<CAPTION>


EXPENSES

                                                                                Percentage           Dollar
Year Ended December 31                                                2000          Change           Change           1999
------------------------------------------------------------------------------------------------------------------------------
                                                                                   (Dollars in millions)
<S>                                                                 <C>           <C>                <C>            <C>
Insurance benefits and expenses:
   Annuity and interest sensitive life benefits:
     Interest credited to account balances................          $195.1           11.3%            $19.8         $175.3
     Benefit claims incurred in excess of account
       balances...........................................             4.9          (22.4)             (1.4)           6.3
   Underwriting, acquisition, and insurance expenses:
     Commissions..........................................           213.7           13.4              25.3          188.4
     General expenses.....................................            84.9           41.1              24.7           60.2
     Insurance taxes, state licenses, and fees............             4.5           12.5               0.5            4.0
     Policy acquisition costs deferred....................          (168.4)         (51.4)            178.0         (346.4)
     Expenses and charges reimbursed under modified
       coinsurance agreements.............................          (225.8)       2,341.7            (216.6)          (9.2)
     Amortization:
       Deferred policy acquisition costs..................            55.2           66.5              22.1           33.1
       Value of purchased insurance in force..............             4.8          (23.0)             (1.4)           6.2
       Goodwill...........................................             3.8             --                --            3.8
                                                               ---------------------------------------------------------------
                                                                    $172.7           41.9%            $51.0         $121.7
                                                               ===============================================================
</TABLE>

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

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

General expenses  increased 41.1%, or $24.7 million,  in 2000 from $60.2 million
in 1999.  Management expects general expenses to continue to increase in 2001 as
a result of the  emphasis on  expanding  the  salaried  wholesaler  distribution
network and the growth in sales.  The Companies use a network of  wholesalers to
distribute products, and the salaries and sales bonuses of these wholesalers are
included in general expenses. The portion of these salaries and related expenses
that varies  directly  with  production  levels is deferred  thus having  little
impact on current  earnings.  The  increase in general  expenses  was  partially
offset by reimbursements  received from DSI, Equitable Life Insurance Company of
Iowa ("Equitable Life"), an affiliate,  ING Mutual Funds Management Co., LLC, an
affiliate,  Security Life of Denver Insurance Company,  an affiliate,  Southland
Life  Insurance  Company,  an  affiliate,  and United  Life & Annuity  Insurance
Company, an affiliate,  for certain advisory,  computer, and other resources and
services provided by Golden American.

The Companies'  previous balances of 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  2000,  VPIF
established at the merger date of the Companies' Parent and ING, was adjusted to
reduce  amortization  by $1.6  million  to reflect  changes  in the  assumptions
related to the timing of estimated gross profits. During 1999, VPIF was adjusted
to increase  amortization  by $0.7 million to reflect changes in the assumptions
related to the timing of future gross  profits.  Amortization  of DPAC increased


                                       6
<PAGE>


$22.1  million,  or 66.5%,  in 2000.  This  increase  resulted  from a growth in
deferred  policy  acquisition  costs  generated by expenses  associated with the
large  sales  volume  experienced  since  December  31,  1999.  Deferred  policy
acquisition  costs decreased $178.0 million or 51.4% for the year ended December
31, 2000.  This decrease was due to a modified  coinsurance  agreement which was
entered into during the second  quarter of 2000,  and which resulted in a $223.7
million  decrease  in  deferred  policy  acquisition  costs.  Based  on  current
conditions  and  assumptions  as to the  impact  of future  events  on  acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December  31,  2000,  is $3.9  million in 2001,  $3.6  million in 2002,  $3.0
million  in 2003,  $2.4  million  in  2004,  and $1.9  million  in 2005.  Actual
amortization may vary based upon changes in assumptions and experience.

Expenses and charges reimbursed under modified coinsurance  agreements increased
by $216.6  million to $225.8  million  during 2000 as compared to the year ended
December 31, 1999.  This was primarily due to a modified  coinsurance  agreement
which was entered  into during the second  quarter of 2000,  with an  affiliate,
Equitable  Life,  covering a part of the business  issued after January 1, 2000.
This reinsurance  agreement  contributed  $218.8 million to expenses and charges
reimbursed under modified coinsurance  agreements during the year ended December
31,  2000.  This was  offset by a  corresponding  decrease  in  deferred  policy
acquisition costs and reimbursement of non-deferrable  costs related to policies
reinsured under this agreement.

Interest expense increased  123.4%, or $11.0 million,  in 2000 from $8.9 million
in 1999. Interest expense on a $25 million surplus note issued December 1996 and
expiring  December  2026 was $2.1 million for the year ended  December 31, 2000,
unchanged  from the same  period  of 1999.  Interest  expense  on a $60  million
surplus note issued in December 1998 and expiring December 2028 was $4.4 million
for the year ended  December 31, 2000,  unchanged  from the same period of 1999.
Interest  expense on a $75 million surplus note,  issued  September 30, 1999 and
expiring  September  29, 2029 was $5.8  million for the year ended  December 31,
2000, and $1.5 million for the year ended December 31, 1999. Interest expense on
a $50 million surplus note,  issued December 1999 and expiring December 2029 was
$4.1 million for the year ended  December 31,  2000.  Interest  expense on a $35
million  surplus note issued  December 1999 and expiring  December 2029 was $3.0
million for the year ended  December 31, 2000.  Golden  American  also paid $0.4
million in 2000 and $0.8 million in 1999 to ING America Insurance Holdings, Inc.
("ING AIH") for interest on a reciprocal loan agreement.  Interest  expense on a
revolving  note payable with  SunTrust  Bank,  Atlanta was $0.1 million and $0.2
million for the years ended December 31, 2000 and 1999, respectively.

INCOME

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

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

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

RATINGS

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

INVESTMENTS

The  financial  statement  carrying  value  and  amortized  cost  basis  of  the
Companies' total investments  decreased  slightly in 2000. All of the Companies'
investments, other than mortgage loans on real estate, are carried at fair value
in the Companies'  financial  statements.  The decrease in the carrying value of
the   Companies'   investment   portfolio  was  due  to  changes  in  unrealized
appreciation  and  depreciation of fixed  maturities,  offset by net sales.  The
decrease in the cost basis of the Companies'  investment portfolio resulted from


                                       7
<PAGE>


the sale of assets to support net transfers of policyholders from the Companies'
fixed  account  options to the separate  account  options,  and a shift  towards
short-term investments.  The Companies manage the growth of insurance operations
in order to maintain  adequate  capital  ratios.  To support  the fixed  account
options of the Companies'  variable insurance  products,  cash flow was invested
primarily in fixed maturities, short-term investments and mortgage loans on real
estate.

At  December  31,  2000,  the  Companies  investments  had a yield of 6.7%.  The
Companies estimate the total investment portfolio, excluding policy loans, had a
fair value  approximately equal to 99.3% of amortized cost value at December 31,
2000.

FIXED MATURITIES:  At December 31, 2000, the Companies had fixed maturities with
an  amortized  cost of $798.8  million  and an  estimated  fair  value of $792.6
million.  The Companies  classify 100% of securities as available for sale.  Net
unrealized  depreciation of fixed maturities of $6.2 million  comprised of gross
appreciation   of  $5.8  million  and  gross   depreciation  of  $12.0  million.
Depreciation  of $1.5 million was included in  stockholder's  equity at December
31, 2000 (net of adjustments of $0.8 million to VPIF,  $3.1 million to DPAC, and
$0.9 million to deferred taxes).

The  individual  securities in the  Companies'  fixed  maturities  portfolio (at
amortized cost) include  investment grade securities,  which include  securities
issued by the U.S. government,  its agencies, and corporations that are rated at
least A- by Standard & Poor's ($519.9 million or 65.1%),  that are rated BBB+ to
BBB- by Standard & Poor's ($117.9 million or 14.7%),  and below investment grade
securities, which are securities issued by corporations that are rated BB+ to B-
by Standard & Poor's ($53.5 million or 6.7%). Securities not rated by Standard &
Poor's had a National Association of Insurance  Commissioners ("NAIC") rating of
1, 2, 3, 4, or 5 ($106.9 million or 13.4%) and investments with a rating of 6 on
which  impairment  writedowns have been recognized  ($0.6 million or 0.1%).  The
Companies' fixed maturity investment portfolio had a combined yield at amortized
cost of 6.8%  December 31, 2000.  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,  2000,  the  amortized  cost  value  of the  Companies'  total
investment  in below  investment  grade  securities,  excluding  mortgage-backed
securities,  was $65.1 million, or 6.4%, 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,  2000,  the yield at
amortized  cost on the  Companies'  below  investment  grade  portfolio was 8.2%
compared to 6.6% for the Companies'  investment  grade corporate bond portfolio.
The Companies  estimate the fair value of the below  investment  grade portfolio
was $60.2 million, or 92.6% of amortized cost value, at December 31, 2000.

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

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



                                       8
<PAGE>


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 2000,  fixed  maturities  designated  as  available  for sale with a combined
amortized cost of $211.3 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 $6.1 million in 2000, excluding the $142,000 pre-tax loss
recognized in June 2000 to reduce the carrying  value of an impaired bond to its
net realizable value of $315,000.

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

MORTGAGE LOANS ON REAL ESTATE:  Mortgage loans on real estate  represent 9.9% of
the Companies'  investment  portfolio.  Mortgages  outstanding at amortized cost
were $99.9  million at December 31, 2000 with an estimated  fair value of $100.5
million.  The  Companies'  mortgage  loan  portfolio  includes  56 loans with an
average size of $1.8  million and average  seasoning of 0.6 years if weighted by
the number of loans. The Companies'  mortgage loans on real estate are typically
secured  by  occupied  buildings  in  major   metropolitan   locations  and  not
speculative  developments and are diversified by type of property and geographic
location.  Mortgage  loans on real  estate have been  analyzed  by  geographical
location with  concentrations by state identified as California (15% in 2000 and
12% in  1999),  and  Utah  (9%  in  2000,  10%  in  1999).  There  are no  other
concentrations  of  mortgage  loans on real  estate in any state  exceeding  ten
percent at December 31, 2000 and 1999.  Mortgage  loans on real estate have also
been analyzed by collateral type with significant  concentrations  identified in
office buildings (29% in 2000, 34% in 1999),  industrial buildings (35% in 2000,
33% in 1999),  retail  facilities (18% in 2000, 19% in 1999),  and  multi-family
apartments (10% in 2000 and 10% in 1999). At December 31, 2000, the yield on the
Companies' mortgage loan portfolio was 7.3%.

At December 31, 2000, no mortgage loan on real estate was  delinquent by 90 days
or more. The Companies' loan  investment  strategy is consistent with other life
insurance  subsidiaries  of  ING  in  the  United  States.  The  Companies  have
experienced a historically low default rate in their mortgage loan portfolios.

OTHER ASSETS

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

Amounts due from affiliates increased by $38.1 million during 2000 due mainly to
a capital  contribution  receivable of $35.0 million from the parent  company at
December 31, 2000. The remainder of the increase was an increased receivable for
management fee revenues.  The increase was due to higher  management fees in the
current year as well as the timing of the receivable settlement.

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


                                       9
<PAGE>


December 31, 1999.  DPAC  represents  certain  deferred  costs of acquiring  new
insurance  business,  principally  first year commissions and interest  bonuses,
premium  credits,  and other expenses  related to the production of new business
after  the  merger.  Any  expenses  which  vary  directly  with the sales of the
Companies' products are deferred and amortized. 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.  At December
31, 2000,  the Companies had DPAC and VPIF balances of $635.1  million and $25.9
million,  respectively,  as compared to DPAC and VPIF balances of $529.0 million
and $31.7 million at December 31, 1999.

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

Other assets  increased  $29.5 million during 2000, due mainly to an increase in
the receivable for securities sold.

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

At December 31, 2000, the Companies had total assets of $11.9  billion,  a 26.2%
increase from December 31, 1999.

LIABILITIES

Future  policy  benefits  for  annuity  and  interest  sensitive  life  products
increased $29.2 million,  or 2.8%, to $1.1 billion reflecting mainly an increase
in reserves due to the introduction of minimum guaranteed living benefits as new
riders  available  to  policyholders  as of February,  2000 on certain  variable
products.  Sales,  net of redemptions and  reinsurance,  and increased  transfer
activity to the separate  account  options  accounted for the $2.2  billion,  or
30.0%,  increase in separate account liabilities to $9.8 billion at December 31,
2000.

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

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

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

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

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

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


                                       10
<PAGE>


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

In conjunction  with the volume of variable  annuity sales, the Companies' total
liabilities  increased  $2.3  billion,  or 26.0%,  during 2000 and totaled $11.2
billion at December 31, 2000.

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

STOCKHOLDER'S EQUITY

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


                                       11
<PAGE>


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

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

Net cash provided by operating  activities was $72.7 million in 2000 compared to
net cash used by operating  activities of $74.0  million in 1999.  The Companies
have  predominantly  had negative  cash flows from  operating  activities  since
Golden  American  started issuing  variable  insurance  products in 1989.  These
negative  operating cash flows result  primarily from the funding of commissions
and other  deferrable  expenses  related to the continued growth in the sales of
variable annuity products. During 2000, these negative cash flows were offset by
the effects of a modified  coinsurance  agreement entered into with an affiliate
which resulted in the reimbursement of policy  acquisition costs incorporated in
a net cash settlement of $218.8 million.  This was partially  offset also by the
use of cash from increases in reinsurance  recoverable,  due from affiliates and
other assets.

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

Net cash used by financing  activities was $51.9 million during 2000 as compared
to net cash provided by financing  activities of $259.2 million during the prior
year. In 2000, net cash provided by financing activities was positively impacted
by net fixed account  deposits of $660.4  million  compared to $627.1 million in
1999. This increase was more than offset by net  reallocations to the Companies'
separate accounts,  which increased to $825.9 million from $650.3 million during
the prior year. In 2000,  another important source of cash provided by financing
activities was $115.0 million in capital  contributions from the Parent compared
to  $121.0  million  in 1999.  Another  source  of cash  provided  by  financing
activities  during 1999 was $160.0  million in proceeds from surplus  notes.  No
surplus notes were issued during 2000.

The Companies'  liquidity position is managed by maintaining  adequate levels of
liquid assets,  such as cash or cash  equivalents  and  short-term  investments.
Additional sources of liquidity include borrowing  facilities to meet short-term
cash  requirements.  Golden American  maintains a $65.0 million  reciprocal loan
agreement  with ING AIH,  which expires on December 31, 2007.  In addition,  the
Companies  have  established  an $85.0  million  revolving  note  facility  with
SunTrust  Bank,  Atlanta,  which expires on July 31, 2001.  Management  believes
these sources of liquidity are adequate to meet the Companies'  short-term  cash
obligations.

Based on current  trends,  the  Companies  expect to continue to use net cash in
operating activities,  given the continued growth of the variable annuity sales.
It is anticipated that a continuation of capital  contributions from the Parent,
the issuance of additional surplus notes, and/or the use of modified coinsurance
agreements  will cover  these net cash  outflows.  ING AIH is  committed  to the
sustained growth of Golden  American.  During 2001, ING AIH will maintain Golden
American's  statutory  capital and surplus at the end of each quarter at a level
such that:  1) the ratio of Total  Adjusted  Capital  divided by Company  Action
Level Risk Based Capital  exceeds 300%; 2) the ratio of Total  Adjusted  Capital
(excluding  surplus  notes)  divided by Company  Action Level Risk Based Capital
exceeds 200%; and 3) Golden American's statutory capital and surplus exceeds the
"Amounts Accrued for Expense Allowances  Recognized in Reserves" as disclosed on
page 3, Line 13A of Golden American's statutory statement.


                                       12
<PAGE>


During the first quarter of 1999, Golden  American's  operations were moved to a
new site in West Chester,  Pennsylvania.  Previously, Golden American's business
operations were housed in leased facilities located in Wilmington,  Delaware and
leased facilities in Pennsylvania. During 2000, Golden American occupied 105,000
square feet of leased space; and an affiliate occupied 20,000 square feet in the
same facilities. Golden American's New York subsidiary is housed in leased space
in New York, New York. The Companies intend to spend  approximately $3.9 million
on capital needs for 2001.

The ability of Golden  American to pay  dividends  to its Parent is  restricted.
Prior  approval of insurance  regulatory  authorities is required for payment of
dividends to the stockholder  which exceed an annual limit.  During 2001, Golden
American  cannot pay dividends to its Parent without prior approval of statutory
authorities.

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

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

REINSURANCE: At December 31, 2000, Golden American had reinsurance treaties with
six  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, 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.

On December 28, 2000, Golden American entered into a reinsurance  agreement with
Security Life of Denver International  Limited, an affiliate,  covering variable
annuity minimum guaranteed death benefits and minimum guaranteed living benefits
of variable  annuities issued on or after January 1, 2000. An irrevocable letter
of credit was  obtained  through  Bank of New York in the amount of  $10,500,000
related to this agreement.

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


                                       13
<PAGE>


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

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

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

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

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


                                       14
<PAGE>


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

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

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

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

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

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

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

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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


                                       15
<PAGE>




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,  2000 and 1999,  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,  2000.  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, 2000 and 1999,  and the  consolidated
results of its  operations and its cash flows for each of the three years in the
period  ended  December 31,  2000,  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 12, 2001


                                       16
<PAGE>
<TABLE>
<CAPTION>


                                                     CONSOLIDATED BALANCE SHEETS
                                             (Dollars in thousands, except per share data)


                                                                                      December 31, 2000       December 31, 1999
                                                                                     -----------------------------------------------
<S>                                                                                         <C>                      <C>
    ASSETS

     Investments:
       Fixed maturities, available for sale, at fair value
         (cost: 2000 - $798,751; 1999 - $858,052)...............................               $792,578                $835,321
       Equity securities, at fair value (cost: 2000 - $8,611;
         1999 - $14,952)........................................................                  6,791                  17,330
       Mortgage loans on real estate............................................                 99,916                 100,087
       Policy loans.............................................................                 13,323                  14,157
       Short-term investments...................................................                106,775                  80,191
                                                                                     -----------------------------------------------
    Total investments...........................................................              1,019,383               1,047,086

    Cash and cash equivalents...................................................                 63,207                  14,380

    Reinsurance recoverable.....................................................                 19,331                  14,834

    Reinsurance recoverable from affiliates ....................................                 14,642                      --

    Due from affiliates.........................................................                 38,786                     637

    Accrued investment income...................................................                  9,606                  11,198

    Deferred policy acquisition costs...........................................                635,147                 528,957

    Value of purchased insurance in force.......................................                 25,942                  31,727

    Current income taxes recoverable............................................                    511                      35

    Deferred income tax asset...................................................                  9,047                  21,943

    Property and equipment, less allowances for depreciation
       of $5,638 in 2000 and $3,229 in 1999.....................................                 14,404                  13,888

    Goodwill, less accumulated amortization of $11,964 in 2000
       and $8,186 in 1999.......................................................                139,163                 142,941

    Other assets................................................................                 32,019                   2,514

    Separate account assets.....................................................              9,831,489               7,562,717
                                                                                     -----------------------------------------------
    Total assets................................................................            $11,852,677              $9,392,857
                                                                                     ===============================================

See accompanying notes.

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


                                               CONSOLIDATED BALANCE SHEETS - CONTINUED
                                            (Dollars in thousands, except per share data)





                                                                                    December 31, 2000        December 31, 1999
                                                                                  ------------------------------------------------
 LIABILITIES AND STOCKHOLDER'S EQUITY
<S>                                                                                       <C>                      <C>

 Policy liabilities and accruals:
   Future policy benefits:
      Annuity and interest sensitive life products.........................                $1,062,891              $1,033,701
      Unearned revenue reserve.............................................                     6,817                   6,300
   Other policy claims and benefits........................................                        82                       8
                                                                                  ------------------------------------------------
                                                                                            1,069,790               1,040,009

 Surplus notes.............................................................                   245,000                 245,000
 Revolving note payable....................................................                         -                   1,400
 Due to affiliates.........................................................                    19,887                  12,650
 Other liabilities.........................................................                    69,374                  53,232
 Separate account liabilities..............................................                 9,831,489               7,562,717
                                                                                  ------------------------------------------------
                                                                                           11,235,540               8,915,008

 Commitments and contingencies

 Stockholder's equity:
   Common stock, par value $10 per share, authorized,
      issued, and outstanding 250,000 shares...............................                     2,500                   2,500
   Additional paid-in capital..............................................                   583,640                 468,640
   Accumulated other comprehensive loss....................................                    (4,046)                 (9,154)
   Retained earnings.......................................................                    35,043                  15,863
                                                                                  ------------------------------------------------
 Total stockholder's equity................................................                   617,137                 477,849
                                                                                  ------------------------------------------------
 Total liabilities and stockholder's equity................................               $11,852,677              $9,392,857
                                                                                  ================================================











See accompanying notes.
                                                                 18
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                                       (Dollars in thousands)





Year Ended December 31                                                      2000               1999               1998
                                                                  ---------------------------------------------------------
<S>                                                                       <C>                <C>                <C>
Revenues:
   Annuity and interest sensitive life product charges........            $144,877            $82,935            $39,119
   Management fee revenue.....................................              22,982             11,133              4,771
   Net investment income......................................              64,140             59,169             42,485
   Realized losses on investments.............................              (6,554)            (2,923)            (1,491)
                                                                  ---------------------------------------------------------
                                                                           225,445            150,314             84,884

Insurance benefits and expenses:
   Annuity and interest sensitive life benefits:
     Interest credited to account balances....................             195,088            175,257             94,845
     Benefit claims incurred in excess of account balances....               4,943              6,370              2,123
   Underwriting, acquisition, and insurance expenses:
     Commissions..............................................             213,719            188,383            121,171
     General expenses.........................................              84,936             60,205             37,612
     Insurance taxes, state licenses, and fees................               4,528              3,976              4,140
     Policy acquisition costs deferred........................            (168,444)          (346,396)          (197,796)
     Amortization:
      Deferred policy acquisition costs.......................              55,154             33,119              5,148
      Value of purchased insurance in force...................               4,801              6,238              4,724
      Goodwill................................................               3,778              3,778              3,778
    Expenses and charges reimbursed under modified coinsurance
     agreements...............................................            (225,787)            (9,247)            (5,604)
                                                                  ---------------------------------------------------------
                                                                           172,716            121,683             70,141

Interest expense..............................................              19,867              8,894              4,390
                                                                  ---------------------------------------------------------
                                                                           192,583            130,577             74,531
                                                                  ---------------------------------------------------------
Income before income taxes....................................              32,862             19,737             10,353

Income taxes..................................................              13,682              8,523              5,279
                                                                  ---------------------------------------------------------

Net income ...................................................             $19,180            $11,214             $5,074
                                                                  =========================================================







See accompanying notes.

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


                                            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                                              (Dollars in thousands)


                                                                                     Accumulated
                                                                   Additional           Retained         Total
                                                         Common       Paid-in      Comprehensive      Earnings    Stockholder's
                                                          Stock       Capital       Income (Loss)     (Deficit)          Equity
                                                    -----------------------------------------------------------------------------
<S>                                                      <C>         <C>                 <C>          <C>              <C>
Balance at December 31, 1997...................          $2,500      $224,997               $241        $(425)         $227,313
   Comprehensive income:
     Net income................................              --            --                 --        5,074             5,074
     Change in net unrealized investment
       gains (losses)..........................              --            --             (1,136)          --            (1,136)
                                                                                                                -----------------
   Comprehensive income........................                                                                           3,938
   Contribution of capital.....................              --       122,500                 --           --           122,500
   Other.......................................              --           143                 --           --               143
                                                    -----------------------------------------------------------------------------
Balance at December 31, 1998...................           2,500       347,640               (895)       4,649           353,894
   Comprehensive income:
     Net income................................              --            --                 --       11,214            11,214
     Change in net unrealized investment
       gains (losses)..........................              --            --             (8,259)          --            (8,259)
                                                                                                                -----------------
   Comprehensive income........................                                                                           2,955
   Contribution of capital.....................              --       121,000                 --           --           121,000
                                                    -----------------------------------------------------------------------------
Balance at December 31, 1999...................          $2,500      $468,640            $(9,154)     $15,863          $477,849
   Comprehensive income:
     Net income................................              --            --                 --       19,180            19,180
     Change in net unrealized investment
       gains (losses) .........................              --            --              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
                                                    =============================================================================















See accompanying notes.

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


                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (Dollars in thousands)




Year Ended December 31                                                       2000             1999             1998
                                                                   ---------------------------------------------------
<S>                                                                      <C>              <C>              <C>
OPERATING ACTIVITIES
Net income ...................................................            $19,180          $11,214           $5,074
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............................            195,088          175,257           94,845
     Charges for mortality and administration.................               (313)             524             (233)
     Change in unearned revenues..............................                517            2,460            2,651
   Increase (decrease) in policy liabilities and accruals.....                 74                8              (10)
   Decrease (increase) in accrued investment income...........              1,592           (1,553)          (3,222)
   Policy acquisition costs deferred..........................           (168,444)        (346,396)        (197,796)
   Amortization of deferred policy acquisition costs..........             55,154           33,119            5,148
   Amortization of value of purchased
     insurance in force.......................................              4,801            6,238            4,724
  Change in other assets, due to/from affiliates, other
     liabilities, and accrued income taxes....................            (63,840)          24,845            9,979
   Provision for depreciation and amortization................              8,616            8,850            8,147
   Provision for deferred income taxes........................             13,728            8,523            5,279
   Realized losses on investments.............................              6,554            2,923            1,491
                                                                   ---------------------------------------------------
Net cash provided by (used in) operating activities...........             72,707          (73,988)         (63,923)
                                                                   ---------------------------------------------------

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
   Fixed maturities - available for sale......................            205,136          220,547          145,253
   Mortgage loans on real estate..............................             12,701            6,572            3,791
   Equity securities..........................................              6,128               --               --
   Policy loans - net.........................................                834               --               --
                                                                   ---------------------------------------------------
                                                                          224,799          227,119          149,044
Acquisition of investments:
   Fixed maturities - available for sale......................           (154,028)        (344,587)        (476,523)
   Equity securities..........................................                 --               --          (10,000)
   Mortgage loans on real estate..............................            (12,887)          (9,659)         (16,390)
   Policy loans - net.........................................                 --           (2,385)          (2,940)
   Short-term investments - net...............................            (26,584)         (39,039)         (26,692)
                                                                   ---------------------------------------------------
                                                                         (193,499)        (395,670)        (532,545)
Issuance of reciprocal loan agreement receivables.............            (16,900)              --               --
Receipt of repayment of reciprocal loan agreement
   receivables................................................             16,900               --               --
Net purchase of property and equipment........................             (3,285)          (8,968)          (6,485)
                                                                   ---------------------------------------------------
Net cash provided by (used in) investing activities...........             28,015         (177,519)        (389,986)

See accompanying notes.


                                                                 21
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                               CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                          (Dollars in thousands)





Year Ended December 31                                                      2000             1999            1998
                                                                  ----------------------------------------------------
<S>                                                                     <C>              <C>             <C>
FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement
   borrowings................................................           $178,900         $396,350        $500,722
Repayment of reciprocal loan agreement
   Borrowings................................................           (178,900)        (396,350)       (500,722)
Proceeds from revolving note payable.........................             67,200          220,295         108,495
Repayment of revolving note payable..........................            (68,600)        (218,895)       (108,495)
Proceeds from surplus note...................................                 --          160,000          60,000
Repayment of line of credit borrowings.......................                 --               --          (5,309)
Receipts from annuity and interest
   sensitive life policies credited to
   account balances..........................................            801,793          773,685         593,428
Return of account balances on annuity
   and interest sensitive life policies......................           (141,440)        (146,607)        (72,649)
Net reallocations to separate accounts.......................           (825,848)        (650,270)       (239,671)
Contributions of capital by parent...........................            115,000          121,000         103,750
                                                                  ----------------------------------------------------
Net cash provided by (used in) financing activities..........            (51,895)         259,208         439,549
                                                                  ----------------------------------------------------

Increase (decrease) in cash and cash
   equivalents...............................................             48,827            7,701         (14,360)
Cash and cash equivalents at
   beginning of period.......................................             14,380            6,679          21,039
                                                                  ----------------------------------------------------
Cash and cash equivalents at
   end of period.............................................            $63,207          $14,380          $6,679
                                                                  ====================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
   Interest..................................................            $22,444           $6,392          $4,305
   Income taxes..............................................                957               --              99
Non-cash financing activities:
   Non-cash adjustment to additional paid-in capital for
    adjusted merger costs....................................                 --               --             143
   Contribution of capital from parent to
     repay line of credit borrowings.........................                 --               --          18,750






See accompanying notes.


                                                                 22
</TABLE>
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000


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

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

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

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. ("EIC" or the "Parent"), 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, 2000 and 1999, 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.


                                       23
<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.

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 ($63.8 million during 2000, $153.0 million during
1999, and $73.4 million during 1998), have been deferred.  Acquisition costs for
variable insurance  products are being amortized  generally in proportion to the
present  value  (using the  assumed  crediting  rate) of expected  future  gross
profits. This amortization is adjusted retrospectively when the Companies revise
their estimate of current or future gross profits to be realized from a group of
products.  DPAC is adjusted to reflect the pro forma impact of unrealized  gains
and losses on fixed  maturities the Companies have  designated as "available for
sale" under SFAS No. 115.

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.


                                       24
<PAGE>


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

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 14.00%  during 2000,  3.00% to
11.00%  during  1999,  and 3.00% to 10.00%  during 1998.  The  unearned  revenue
reserve represents unearned distribution fees. These distribution fees have been
deferred  and are  amortized  over the life of the  contracts in  proportion  to
expected gross profits.

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

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

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 2001, Golden
American  cannot pay dividends to its Parent without prior approval of statutory
authorities.  Under the  provisions  of the  insurance  laws of the State of New
York, First Golden cannot  distribute any dividends to its  stockholder,  Golden
American,  unless a notice of its intent to declare a dividend and the amount of
the  dividend  has been filed with the New York  Insurance  Department  at least
thirty days in advance of the proposed declaration. If the Superintendent of the
New York Insurance Department finds the financial condition of First Golden does
not warrant the distribution, the Superintendent may disapprove the distribution
by giving written notice to First Golden within thirty days after the filing.


                                       25
<PAGE>


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

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

Management is required to utilize  historical  experience and assumptions  about
future  events and  circumstances  in order to  develop  estimates  of  material
reported  amounts and  disclosures.  Included among the material (or potentially
material)  reported  amounts  and  disclosures  that  require  extensive  use of
estimates and  assumptions  are: (1) estimates of fair values of  investments in
securities  and  other  financial  instruments,   as  well  as  fair  values  of
policyholder  liabilities,  (2)  policyholder  liabilities,  (3) deferred policy
acquisition costs and value of purchased  insurance in force, (4) fair values of
assets  and  liabilities  recorded  as a result of merger,  (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.

PENDING ACCOUNTING STANDARDS: DERIVATIVE FINANCIAL INSTRUMENTS
During 1998, the Financial  Accounting  Standards Board issued Statement No. 133
("SFAS  133"),  Accounting  for  Derivative  Financial  Instruments  and Hedging
Activities. SFAS 133 requires that all derivative instruments, including certain
derivative  instruments embedded in other contracts,  be recorded on the balance
sheet and measured at its fair value. The change in a derivative's fair value is
generally to be recognized in current period earnings.

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 or as 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  adopted SFAS 133 on January 1, 2000. The cumulative effect of the
accounting change upon adoption was not material.

RECLASSIFICATIONS
Certain amounts in the 1999 and 1998 financial statements have been reclassified
to conform to the 2000 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


                                       26
<PAGE>


these credits  rather than  presented net of these  credits;  (5) fixed maturity
investments are designated as "available for sale" and valued at fair value with
unrealized  appreciation/depreciation,  net of adjustments to value of purchased
insurance in force, deferred policy acquisition costs, and deferred income taxes
(if applicable),  credited/charged  directly to stockholder's equity rather than
valued at amortized cost; (6) the carrying value of fixed  maturities is reduced
to fair value by a charge to realized  losses in the  Statements  of  Operations
when declines in carrying  value are judged to be other than  temporary,  rather
than through the  establishment  of a  formula-determined  statutory  investment
reserve  (carried  as a  liability),  changes in which are  charged  directly to
surplus;  (7) deferred income taxes are provided for the difference  between the
financial  statement  and income tax bases of assets  and  liabilities;  (8) net
realized gains or losses attributed to changes in the level of interest rates in
the market are  recognized  when the sale is completed  rather than deferred and
amortized  over  the  remaining  life  of the  fixed  maturity  security;  (9) a
liability is  established  for  anticipated  guaranty fund  assessments,  net of
related anticipated  premium tax credits,  rather than capitalized when assessed
and amortized in accordance  with procedures  permitted by insurance  regulatory
authorities;  (10) revenues for variable  insurance  products  consist of policy
charges  applicable  to  each  contract  for  the  cost  of  insurance,   policy
administration  charges,  amortization of policy  initiation fees, and surrender
charges assessed rather than premiums received; (11) the financial statements of
Golden American's wholly owned subsidiary are consolidated  rather than recorded
at the equity in net assets;  (12)  surplus  notes are  reported as  liabilities
rather than as surplus;  and (13) assets and  liabilities  are  restated to fair
values when a change in ownership occurs, with provisions for goodwill and other
intangible assets, rather than continuing to be presented at historical cost.

The net loss for Golden  American as  determined in  accordance  with  statutory
accounting  practices  was  $71,134,000  in  2000,   $85,578,000  in  1999,  and
$68,002,000 in 1998.  Total statutory  capital and surplus was  $406,923,000 and
$368,928,000 at December 31, 2000 and 1999, 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 will be 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  will  result in changes to the  accounting  practices  that the
Companies use to prepare their statutory-basis financial statements.  Management
believes the impact of these changes to the Companies'  statutory-basis  capital
and surplus as of January 1, 2001 will not be significant.

3. INVESTMENT OPERATIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

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


Year Ended December 31,                                           2000               1999                1998
                                                       ----------------------------------------------------------
                                                                        (Dollars in thousands)

<S>                                                            <C>                <C>                 <C>
 Fixed maturities.................................             $55,302            $50,352             $35,224
 Equity securities................................                 248                515                  --
 Mortgage loans on real estate....................               7,832              7,074               6,616
 Policy loans.....................................                 516                485                 619
 Short-term investments...........................               2,253              2,583               1,311
 Other, net.......................................                 543                388                 246
                                                       ----------------------------------------------------------
 Gross investment income..........................              66,694             61,397              44,016
 Less investment expenses.........................              (2,554)            (2,228)             (1,531)
                                                       ----------------------------------------------------------
 Net investment income............................             $64,140            $59,169             $42,485
                                                       ==========================================================
</TABLE>


                                       27
<PAGE>
<TABLE>
<CAPTION>


Realized losses on investments follows:


       Year Ended December 31,                                            2000               1999                1998
                                                             ----------------------------------------------------------
                                                                              (Dollars in thousands)

<S>                                                                    <C>               <C>                   <C>
       Fixed maturities, available for sale.............               $(6,289)            $(2,910)            $(1,428)
       Equity securities................................                  (213)                 --                  --
       Mortgage loans on real estate....................                   (52)                (13)                (63)
                                                             ------------------ ---------------------------------------
       Realized losses on investments...................               $(6,554)            $(2,923)            $(1,491)
                                                             ==========================================================

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


       Year Ended December 31,                                            2000               1999                1998
                                                             ----------------------------------------------------------
                                                                              (Dollars in thousands)

       Fixed maturities, available for sale.............               $16,558           $(24,944)              $1,100
       Equity securities................................                (4,198)             5,301               (2,390)
                                                             ----------------------------------------------------------
       Unrealized appreciation (depreciation)
          of securities.................................               $12,360           $(19,643)             $(1,290)
                                                             ==========================================================
</TABLE>
<TABLE>
<CAPTION>

At December 31, 2000 and December 31, 1999,  amortized cost, gross  unrealized gains and losses,  and estimated fair values of fixed
maturities, all of which are designated as available for sale, follows:

                                                                                Gross             Gross           Estimated
   December 31, 2000                                    Amortized          Unrealized        Unrealized                Fair
                                                             Cost               Gains            Losses               Value
 ---------------------------------------------------------------------------------------------------------------------------
                                                                           (Dollars in thousands)
<S>                                                      <C>                   <C>            <C>                  <C>
   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
                                                 ===========================================================================

                                                                                Gross             Gross           Estimated
   December 31, 1999                                    Amortized          Unrealized        Unrealized                Fair
                                                             Cost               Gains            Losses               Value
 ---------------------------------------------------------------------------------------------------------------------------
                                                                           (Dollars in thousands)
   U.S. government and governmental
    agencies and authorities.................             $21,363                  --            $(260)             $21,103
   Public utilities..........................              53,754                 $25           (2,464)              51,315
   Corporate securities......................             396,494                  53          (12,275)             384,272
   Other asset-backed securities.............             207,044                 850           (4,317)             203,577
   Mortgage-backed securities................             179,397                  39           (4,382)             175,054
                                                 ---------------------------------------------------------------------------
   Total.....................................            $858,052                $967         $(23,698)            $835,321
                                                 ===========================================================================
</TABLE>


                                                                 28
<PAGE>


Short-term  investments  with  maturities  of 30 days or less have been excluded
from the above  schedules.  Amortized  cost  approximates  fair  value for these
securities.  At December  31,  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, 1999, net  unrealized  investment  loss on fixed
maturities designated as available for sale totaled $22,731,000. Depreciation of
$6,955,000  was  included in  stockholder's  equity at December 31, 1999 (net of
adjustments  of  $1,785,000  to VPIF,  $10,246,000  to DPAC,  and  $3,745,000 to
deferred income taxes).

At December 31, 2000,  net  unrealized  depreciation  on equity  securities  was
comprised  entirely of gross  depreciation of $1,820,000.  At December 31, 1999,
net unrealized appreciation on equity securities was comprised entirely of gross
appreciation of $2,378,000.

Amortized  cost and  estimated  fair  value of fixed  maturities  designated  as
available  for sale,  by  contractual  maturity,  at December 31, 2000 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.

                                                  Amortized         Estimated
December 31, 2000                                      Cost        Fair Value
--------------------------------------------------------------------------------
                                                    (Dollars in thousands)
Due within one year......................           $51,001           $50,836
Due after one year through five years....           323,753           317,862
Due after five years through ten years...            45,812            44,891
Due after ten years......................             8,063             7,610
                                            ------------------------------------
                                                    428,629           421,199
Other asset-backed securities............           223,787           224,122
Mortgage-backed securities...............           146,335           147,257
                                            ------------------------------------
Total....................................          $798,751          $792,578
                                            ====================================


                                       29
<PAGE>
<TABLE>
<CAPTION>


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

                                                                             Gross          Gross         Proceeds
                                                          Amortized       Realized       Realized             from
                                                               Cost          Gains         Losses             Sale
----------------------------------------------------------------------------------------------------------------------
                                                                          (Dollars in thousands)
<S>                                                        <C>               <C>          <C>             <C>
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
                                                      ================================================================

FOR THE YEAR ENDED DECEMBER 31, 1998:
Scheduled principal repayments, calls, and
  tenders..........................................        $102,504           $60             $(3)        $102,561
Sales..............................................          43,204           518          (1,030)          42,692
                                                      ----------------------------------------------------------------
Total..............................................        $145,708          $578         $(1,033)        $145,253
                                                      ================================================================
</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
appears to be other than temporary.

During the second quarter of 2000, Golden American  determined that the carrying
value of an impaired  bond exceeded its estimated  net  realizable  value.  As a
result,  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 year 2000, these bonds
had no further reduction in carrying value.

INVESTMENTS  ON DEPOSIT:  At December 31, 2000 and 1999,  affidavits of deposits
covering bonds with a par value of $6,870,000 and $6,470,000, respectively, were
on  deposit  with   regulatory   authorities   pursuant  to  certain   statutory
requirements.

INVESTMENT  DIVERSIFICATIONS:  The Companies' investment policies related to the
investment  portfolio  require  diversification  by  asset  type,  company,  and
industry  and set limits on the amount  which can be invested  in an  individual
issuer.  Such  policies  are at  least as  restrictive  as  those  set  forth by
regulatory authorities. The following percentages relate to holdings at December
31, 2000 and December 31, 1999. Fixed maturities  included  investments in basic
industrials (29% in 2000, 29% in 1999), conventional  mortgage-backed securities
(20% in 2000, 22% in 1999),  financial companies (14% in 2000, 16% in 1999), and


                                       30
<PAGE>


other asset-backed securities (20% in 2000, 19% in 1999). Mortgage loans on real
estate have been analyzed by geographical  location with concentrations by state
identified as California (15% in 2000, 12% in 1999) and Utah (9% in 2000, 10% in
1999). There are no other concentrations of mortgage loans on real estate in any
state  exceeding  ten percent at December 31, 2000 and 1999.  Mortgage  loans on
real  estate  have also  been  analyzed  by  collateral  type  with  significant
concentrations  identified  in  office  buildings  (29% in 2000,  34% in  1999),
industrial buildings (35% in 2000, 33% in 1999), retail facilities (18% in 2000,
19% in 1999),  and  multi-family  apartments (10% in 2000, 10% in 1999).  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, 2000.

4. COMPREHENSIVE INCOME
--------------------------------------------------------------------------------

Comprehensive  income  includes  all changes in  stockholder's  equity  during a
period except those  resulting  from  investments  by and  distributions  to the
stockholder.  Total  comprehensive  income  (loss)  for the  Companies  includes
$606,000 for the year ended  December  31, 2000 for First Golden and  $(452,000)
and  $1,015,000  for the years ended  December 31, 1999 and 1998,  respectively.
Other  comprehensive  income excludes net investment gains (losses)  included in
net income,  which merely represent  transfers from unrealized to realized gains
and losses.  These amounts total $(2,670,000),  $(1,468,000) and $(2,133,000) in
the years ended December 31, 2000,  1999 and 1998,  respectively.  Such amounts,
which have been measured  through the date of sale,  are net of income taxes and
adjustments to VPIF and DPAC totaling $(4,742,000), $(1,441,000) and $705,000 in
the years ended December 31, 2000, 1999 and 1998, respectively.

5. FAIR VALUES OF FINANCIAL INSTRUMENTS
--------------------------------------------------------------------------------

SFAS No. 107, "Disclosures about Fair Value of Financial  Instruments," requires
disclosure of estimated fair value of all financial instruments,  including both
assets and  liabilities  recognized  and not  recognized in a company's  balance
sheet, unless specifically exempted.  SFAS No. 119, "Disclosure about Derivative
Financial  Instruments  and  Fair  Value  of  Financial  Instruments,"  requires
additional  disclosures  about  derivative  financial  instruments.  Most of the
Companies'  investments,   investment  contracts,   and  debt  fall  within  the
standards' definition of a financial instrument.  Fair values for the Companies'
insurance  contracts  other than  investment  contracts  are not  required to be
disclosed. In cases where quoted market prices are not available, estimated fair
values are based on estimates using present value or other valuation techniques.
Those techniques are significantly  affected by the assumptions used,  including
the discount rate and estimates of future cash flows. Accounting, actuarial, and
regulatory  bodies  are  continuing  to study  the  methodologies  to be used in
developing fair value information,  particularly as it relates to such things as
liabilities for insurance  contracts.  Accordingly,  care should be exercised in
deriving  conclusions about the Companies' business or financial condition based
on the information presented herein.

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


                                       31
<PAGE>
<TABLE>
<CAPTION>


The following compares carrying values as shown for financial reporting purposes
with estimated fair values:

December 31                                                             2000                              1999
----------------------------------------------------------------------------------------------------------------------------
                                                                                 Estimated                         Estimated
                                                               Carrying               Fair       Carrying               Fair
                                                                  Value              Value          Value              Value
                                                         -------------------------------------------------------------------
                                                                               (Dollars in thousands)
<S>                                                           <C>                <C>            <C>                <C>
ASSETS
   Fixed maturities, available for sale...............         $792,578           $792,578       $835,321           $835,321
   Equity securities..................................            6,791              6,791         17,330             17,330
   Mortgage loans on real estate......................           99,916            100,502        100,087             95,524
   Policy loans.......................................           13,323             13,323         14,157             14,157
   Short-term investments.............................          106,775            106,775         80,191             80,191
   Cash and cash equivalents..........................           63,207             63,207         14,380             14,380
   Separate account assets............................        9,831,489          9,831,489      7,562,717          7,562,717

LIABILITIES
   Annuity products...................................        1,047,932            962,810      1,017,105            953,546
   Surplus notes......................................          245,000            204,455        245,000            226,100
   Revolving note payable.............................               --                 --          1,400              1,400
   Separate account liabilities.......................        9,831,489          9,831,489      7,562,717          7,562,717

</TABLE>

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.


                                       32
<PAGE>


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

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

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

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

6. VALUE OF PURCHASED 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 7.32% during 2000 (7.33% during 1999, and 7.29% during 1998).

A reconciliation of the change in the VPIF asset follows:

<TABLE>
<CAPTION>

         Year Ended December 31,                                             2000            1999             1998
                                                                 ---------------------------------------------------
                                                                               (Dollars in thousands)

<S>                                                                       <C>             <C>               <C>
            Beginning balance..............................               $31,727         $35,977           $43,174
              Accretion of interest........................                 2,016           2,372             2,802
              Amortization of asset........................                (6,817)         (8,610)           (7,526)
              Adjustment for unrealized gains (losses) ....                  (984)          1,988              (203)
              Purchase price adjustment to opening balance
                sheet .....................................                    --              --            (2,270)
                                                                 ---------------------------------------------------
            Ending balance.................................               $25,942         $31,727           $35,977
                                                                 ===================================================
</TABLE>

Based on current conditions and assumptions as to the impact of future events on
acquired policies in force, the expected  approximate net amortization  relating
to VPIF as of December 31, 2000, is $3.9 million in 2001,  $3.6 million in 2002,
$3.0  million in 2003,  $2.4 million in 2004,  and $1.9 million in 2005.  Actual
amortization may vary based upon changes in assumptions and experience.

7. INCOME TAXES
--------------------------------------------------------------------------------

Golden  American  files a  consolidated  federal  income tax  return.  Under the
Internal Revenue Code, a newly acquired insurance company cannot file as part of
the Parent's consolidated tax return for 5 years.

At  December  31,  2000,   the  Companies   have  net  operating   loss  ("NOL")
carryforwards  for federal  income tax purposes of  approximately  $189,656,000.
Approximately $5,094,000, $3,354,000,  $50,449,000,  $94,078,000 and $36,681,000
of these NOL  carryforwards are available to offset future taxable income of the
Companies through the years 2011, 2012, 2018, 2019 and 2020, respectively.


                                       33
<PAGE>
<TABLE>
<CAPTION>


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


         Year Ended December 31,                                            2000             1999               1998
                                                                 ---------------------------------------------------
                                                                               (Dollars in thousands)
<S>                                                                      <C>               <C>                <C>

            Current...................................                      $(46)             $--                $--
            Deferred..................................                    13,728            8,523              5,279
                                                                 ---------------------------------------------------
                                                                         $13,682           $8,523             $5,279
                                                                 ===================================================
</TABLE>
<TABLE>
<CAPTION>

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,                                           2000              1999             1998
                                                       ----------------------------------------------------
                                                                      (Dollars in thousands)

<S>                                                            <C>               <C>              <C>
   Income before income taxes......................            $32,862           $19,737          $10,353
                                                       ====================================================

   Income tax at federal statutory rate............            $11,502            $6,908           $3,624
   Tax effect of:
     Goodwill amortization.........................              1,322             1,322            1,322
     Meals and entertainment.......................                292               199              157
     Other items...................................                566                94              176
                                                       ----------------------------------------------------
   Income tax expense .............................            $13,682            $8,523           $5,279
                                                       ====================================================


                                                                 34
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


DEFERRED INCOME TAXES

The tax effect of temporary  differences  giving rise to the Companies'  deferred  income tax assets and liabilities at December 31,
2000 and 1999 follows:

  December 31                                                                             2000                  1999
 --------------------------------------------------------------------------------------------------------------------
                                                                                           (Dollars in thousands)
<S>                                                                                   <C>                   <C>
  Deferred tax assets:
     Net unrealized depreciation of securities
       at fair value...................................................                   $637                   $--
     Net unrealized depreciation of available for sale fixed
       maturities......................................................                    779                 3,745
     Future policy benefits............................................                163,691               133,494
     Goodwill..........................................................                 15,111                16,323
     Net operating loss carryforwards..................................                 66,380                56,630
     Other.............................................................                  1,333                 1,333
                                                                          --------------------------------------------
                                                                                       247,931               211,525
  Deferred tax liabilities:
  Net unrealized appreciation of securities at fair value..............                     --                  (832)
     Fixed maturity securities.........................................                (17,774)              (17,774)
     Deferred policy acquisition costs.................................               (184,743)             (154,706)
     Mortgage loans on real estate.....................................                   (715)                 (715)
     Value of purchased insurance in force.............................                 (8,512)              (10,462)
     Other.............................................................                (25,724)               (1,348)
                                                                          --------------------------------------------
                                                                                      (237,468)             (185,837)
                                                                          --------------------------------------------
  Valuation allowance..................................................                 (1,416)               (3,745)
                                                                          --------------------------------------------
  Deferred income tax asset............................................                 $9,047               $21,943
                                                                          ============================================
</TABLE>

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

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

DEFINED BENEFIT PLANS

In 2000,  1999 and 1998, the Companies were allocated their share of the pension
liability associated with their employees.  The Companies' employees are covered
by the  employee  retirement  plan of an  affiliate,  Equitable  Life.  Further,
Equitable  Life  sponsors a defined  contribution  plan that is qualified  under
Internal Revenue Code Section 401(k).


                                       35
<PAGE>
<TABLE>
<CAPTION>


The following  tables  summarize the benefit  obligations and the funded status for pension  benefits over the two-year period ended
December 31, 2000:

                                                                                    2000                     1999
                                                                         --------------------------------------------------
                                                                                      (Dollars in thousands)
<S>                                                                              <C>                      <C>
    Change in benefit obligation:
      Benefit obligation at January 1..................................           $4,221                   $4,454
      Service cost.....................................................            1,569                    1,500
      Interest cost....................................................              554                      323
      Actuarial (gain) loss............................................            1,562                   (2,056)
                                                                         --------------------------------------------------
      Benefit obligation at December 31................................           $7,906                   $4,221
                                                                         ==================================================

    Funded status:
      Funded status at December 31....................................           $(7,906)                 $(4,221)
      Unrecognized past service cost .................................               141                       --
      Unrecognized net loss...........................................             1,627                      210
                                                                         --------------------------------------------------
      Net amount recognized...........................................           $(6,138)                 $(4,011)
                                                                         ==================================================
</TABLE>

The  Companies'  plan assets were held by Equitable  Life, an affiliate.  During
1998, the Equitable Life Employee  Pension Plan began  investing in an undivided
interest of the ING-NA  Master Trust (the "Master  Trust").  Boston Safe Deposit
and Trust Company holds the Master Trust's investment assets.

The  weighted-average  assumptions  used in the  measurement  of the  Companies'
benefit obligation follows:


    December 31                                    2000              1999
-----------------------------------------------------------------------------

    Discount rate...........................       7.75%             8.00%
    Expected return on plan assets..........       9.25              9.25
    Rate of compensation increase...........       5.00              5.00

The following table provides the net periodic  benefit cost for the fiscal years
2000, 1999, and 1998:


<TABLE>
<CAPTION>
Year Ended December 31,                                     2000             1999              1998
-----------------------------------------------------------------------------------------------------
                                                              (Dollars in thousands)

<S>                                                       <C>              <C>               <C>
    Service cost...............................           $1,569           $1,500            $1,138
    Interest cost..............................              554              323                97
                                                -----------------------------------------------------
    Net periodic benefit cost..................           $2,123           $1,823            $1,235
                                                =====================================================
</TABLE>

There were no gains or losses resulting from curtailments or settlements  during
2000, 1999, or 1998.

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 $7,906,000, $4,701,000, and $0, respectively, as of December
31, 2000 and $4,221,000,  $2,488,000,  and $0, respectively,  as of December 31,
1999.


                                       36
<PAGE>


PHANTOM STOCK OPTION PLAN

The Phantom Stock Option Plan (the  "Phantom  Plan"),  which covers  certain key
employees,  is similar to a standard  stock  option plan;  however,  the phantom
share option  entitles the holder to a cash benefit in Dutch Guilders  linked to
the rise in value of ING ordinary shares on the Amsterdam  Stock  Exchange.  The
plan  participants are entitled to any appreciation in the value of ING ordinary
shares over the  Phantom  Plan option  price  (strike  price) of 53.85 Euros for
options issued on July 1, 1999,  140.40 Dutch Guilders for options issued on May
26, 1998,  and 85.10 Dutch  Guilders for options issued on May 23, 1997, not the
ordinary shares themselves.

Options are  granted at fair value on the date of grant.  Options in the Phantom
Plan are subject to forfeiture  to ING should the  individuals  terminate  their
relationship  with ING  before  the  three-year  initial  retention  period  has
elapsed. All options expire five years from the date of grant.

On July 1, 1999,  ING issued  34,750  options to  employees  of Golden  American
related to this plan at a strike price of 53.85 Euros.

On May 26,  1998,  ING issued  42,400  options  related to this plan at a strike
price of 140.40 Dutch Guilders.  Since the strike price at December 31, 1998 was
higher than the ING share price,  there was no  compensation  expense related to
these options in 1998.

On May 23, 1997, ING issued 3,500 options related to this plan at a strike price
of 85.10  Dutch  Guilders.  Since the strike  price was lower than the ING share
price at December 31, 1998,  Golden  American  incurred  $46,000 of compensation
expense related to these options during 1998.

No expense was recognized in 1999 related to the above  options.  As of December
31, 1999, 58,250 options remain outstanding.

During 2000, the Phantom Plan  liability was  transferred to ING. As of December
31, 2000, the Companies held no liabilities  under the Phantom Plan.  There were
no expenses  incurred  related to this plan during the year ended  December  31,
2000.

9. RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

OPERATING AGREEMENTS: Directed Services, Inc. ("DSI"), an affiliate, acts as the
principal  underwriter  (as  defined  in the  Securities  Act of  1933  and  the
Investment  Company Act of 1940,  as amended)  and  distributor  of the variable
insurance  products  issued by the  Companies.  DSI is  authorized to enter into
agreements with  broker/dealers to distribute the Companies'  variable insurance
products and appoint  representatives  of the  broker/dealers as agents. For the
years ended December 31, 2000, 1999 and 1998, the Companies paid  commissions to
DSI totaling $208,883,000, $181,536,000, and $117,470,000, 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, 2000,
1999  and  1998,  the  fee  was   $21,296,000,   $10,136,000,   and  $4,771,000,
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, 2000,  1999 and 1998, the
Companies incurred fees of $2,521,000, $2,227,000 and $1,504,000,  respectively,
under this agreement.


                                       37
<PAGE>


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

Golden American  provides certain  advisory,  computer,  and other resources and
services to Equitable Life.  Revenues for these services,  which reduced general
expenses  incurred  by  Golden  American,  totaled  $6,193,000,  $6,107,000  and
$5,833,000 for the years ended December 31, 2000, 1999 and 1998, respectively.

The Companies have a service  agreement  with Equitable Life in which  Equitable
Life  provides  administrative  and  financial  related  services.   Under  this
agreement,  the  Companies  incurred  expenses  of  $1,270,000,  $1,251,000  and
$1,058,000 for the years ended December 31, 2000, 1999 and 1998, respectively.

First  Golden  provided  resources  and  services  to DSI.  Revenues  for  these
services,  which reduce  general  expenses  incurred by the  Companies,  totaled
$223,000,  $387,000, and $75,000 for the years ended December 31, 2000, 1999 and
1998, 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  $455,000  and $244,000 for the
years ended December 31, 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 $593,000 and $460,000 for
the years ended December 31, 2000 and 1999, respectively.

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 $261,000 and $216,000 for
the years ended December 31, 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 $115,000 and $103,000 for the years
ended December 31, 2000 and 1999, respectively.


                                       38
<PAGE>


In 2000, 1999, and 1998, the Companies received 11.3%,  10.0%, and 9.6% 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,                                     2000             1999              1998
-----------------------------------------------------------------------------------------------------
                                                              (Dollars in thousands)

<S>                                                       <C>              <C>               <C>
   LSSI......................................             $127.0           $168.5            $122.9
   Vestax Securities Corporation.............               47.2             88.1              44.9
   DSI.......................................                1.4              2.5              13.6
   Multi-Financial Securities Corporation....               38.6             44.1              13.4
   IFG Network Securities, Inc...............               23.1             25.8               3.7
   Washington Square ........................               44.6               --                --
   Primevest.................................                6.2               --                --
   Compulife.................................                2.7               --                --
                                                -----------------------------------------------------
   Total.....................................             $290.8           $329.0            $198.5
                                                =====================================================
</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 $218.8  million.  This was  offset by a  decrease  in  deferred
acquisition  costs of $223.7 million.  As at December 31, 2000,  Golden American
also had a payable to Equitable Life of $16.3 million 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  Limited, an affiliate,  covering variable annuity minimum
guaranteed  death benefits and minimum  guaranteed  living  benefits of variable
annuities  issued on or after January 1, 2000. An  irrevocable  letter of credit
was obtained  through Bank of New York in the amount of  $10,500,000  related to
this agreement.  Under this agreement,  Golden  American  recorded a reinsurance
recoverable of $14.6 million at December 31, 2000.

RECIPROCAL LOAN AGREEMENT: Golden American maintains a reciprocal loan agreement
with ING America Insurance  Holdings,  Inc. ("ING AIH"), a Delaware  corporation
and  affiliate,  to  facilitate  the  handling of unusual  and/or  unanticipated
short-term  cash  requirements.  Under this  agreement,  which became  effective
January 1, 1998 and expires  December 31, 2007,  Golden American and ING AIH can
borrow up to  $65,000,000  from one another.  Prior to lending funds to ING AIH,
Golden American must obtain the approval from the Department of Insurance of the
State of Delaware.  Interest on any Golden American borrowings is charged at the
rate of ING AIH's cost of funds for the interest period plus 0.15%.  Interest on
any ING AIH  borrowings  is charged at a rate based on the  prevailing  interest
rate of U.S.  commercial  paper available for purchase with a similar  duration.
Under this agreement,  Golden American  incurred  interest  expense of $481,000,
$815,000 and $1,765,000  for the years ended  December 31, 2000,  1999 and 1998,
respectively.  At December 31, 2000, 1999 and 1998, Golden American did not have
any borrowings or receivables from ING AIH under this agreement.


                                       39
<PAGE>


LINE OF CREDIT:  Golden  American  maintained  a line of credit  agreement  with
Equitable to facilitate the handling of unusual and/or unanticipated  short-term
cash requirements. Under this agreement, which became effective December 1, 1996
and expired  December 31, 1997,  Golden American could borrow up to $25,000,000.
Interest  on any  borrowings  was  charged  at the rate of  Equitable's  monthly
average  aggregate cost of short-term  funds plus 1.00%.  Under this  agreement,
Golden  American  incurred  interest  expense  of  $211,000  for the year  ended
December 31, 1998. The  outstanding  balance was paid by a capital  contribution
and with funds borrowed from ING AIH.

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 $4,112,000 for the year
ended December 31, 2000. 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
$2,961,000 and $0 for the years ended December 31, 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  in 2000 and  $1,469,000  in 1999. On
December 30, 1999, ING AIH assigned the note to Equitable Life.

On December 30, 1998,  Golden American issued a 7.25% surplus note in the amount
of $60,000,000 to Equitable Life. The note matures on December 29, 2028. Payment
of the note and related  accrued  interest  is  subordinate  to payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors,  other than surplus note holders,  of Golden American.
Any payment of principal  and/or  interest made is subject to the prior approval
of the Delaware Insurance  Commissioner.  Under this agreement,  Golden American
incurred  interest  expense  of  $4,350,000  in 2000 and 1999.  Golden  American
incurred no interest in 1998.

On December 17, 1996, Golden American issued an 8.25% surplus note in the amount
of $25,000,000 to Equitable.  The note matures on December 17, 2026.  Payment of
the  note and  related  accrued  interest  is  subordinate  to  payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors of Golden  American.  Any payment of principal  made is
subject to the prior  approval of the Delaware  Insurance  Commissioner.  Golden
American incurred interest totaling $2,063,000 in 2000,  unchanged from 1999 and
1998. On December 17, 1996, Golden American contributed the $25,000,000 to First
Golden acquiring 200,000 shares of common stock (100% of outstanding stock).

STOCKHOLDER'S  EQUITY:  During 2000,  1999 and 1998,  Golden  American  received
capital   contributions  from  its  Parent  of  $80,000,000,   $121,000,000  and
$122,500,000,  respectively. As at December 31, 2000, Golden American also had a
receivable of $35,000,000 from capital contributions made by its Parent.


                                       40
<PAGE>


10. COMMITMENTS AND CONTINGENCIES
--------------------------------------------------------------------------------

REINSURANCE:  At December 31, 2000, the Companies had reinsurance  treaties with
six  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
$105,334,000,  and $119,575,000 at December 31, 2000 and 1999, respectively.  At
December 31, 2000 and 1999,  the Companies  have a net receivable of $33,973,000
and $14,834,000, respectively, for reserve credits, reinsurance claims, or other
receivables  from  these  reinsurers  comprised  of  $16,462,000  and  $493,000,
respectively, for claims recoverable from reinsurers, $4,007,000 and $1,201,000,
respectively,  for a payable  for  reinsurance  premiums,  and  $21,518,000  and
$15,542,000,  respectively,  for a receivable  from an  unaffiliated  reinsurer.
Included  in the  accompanying  financial  statements,  excluding  the  modified
coinsurance  agreements,  are net  considerations  to reinsurers of $21,655,000,
$9,883,000  and  $4,797,000  and net policy  benefits  recoveries of $8,927,000,
$3,059,000 and $2,170,000 for the years ended December 31, 2000,  1999 and 1998,
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, 2000,  Golden  American had received a total  settlement  of $218.8  million
under this  agreement.  The carrying value of the separate  account  liabilities
covered  under  this  agreement   represent  17.6%  of  total  separate  account
liabilities  outstanding at December 31, 2000. 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  Limited, an affiliate,  covering variable
annuity  minimum  guaranteed  death benefits and guaranteed  living  benefits of
variable  annuities issued on or after January 1, 2000. An irrevocable letter of
credit  was  obtained  through  Bank of New York in the  amount  of  $10,500,000
related to this agreement.

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

Effective  June 1, 1994,  Golden  American  entered into a modified  coinsurance
agreement with an unaffiliated reinsurer.  The accompanying financial statements
are  presented  net of the  effects  of the  treaty  which  increased  income by
$736,000, $1,729,000, $1,022,000 for the years ended December 31, 2000, 1999 and
1998, respectively.

GUARANTY FUND  ASSESSMENTS:  Assessments are levied on the Companies by life and
health guaranty  associations in most states in which the Companies are licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In some
states,  these  assessments  can be partially  recovered  through a reduction in
future premium taxes.  The Companies  cannot predict  whether and to what extent
legislative  initiatives may affect the right to offset. The associated cost for
a  particular  insurance  company  can vary  significantly  based upon its fixed
account  premium  volume by line of business  and state  premiums as well as its
potential for premium tax offset. The Companies have established an undiscounted
reserve to cover such assessments,  review information regarding known failures,
and revise  estimates of future  guaranty  fund  assessments.  Accordingly,  the
Companies  accrued  and  charged  to expense an  additional  $3,000,  $3,000 and
$1,123,000 for the years ended December 31, 2000,  1999 and 1998,  respectively.
At December 31, 2000 and 1999,  the Companies  have an  undiscounted  reserve of
$2,430,000, and $2,444,000,  respectively, to cover estimated future assessments
(net of related  anticipated  premium tax credits) and have established an asset
totaling $733,000, and $618,000, respectively, for assessments paid which may be
recoverable  through  future  premium tax offsets.  The  Companies  believe this
reserve is sufficient to cover expected future guaranty fund  assessments  based
upon previous premiums and known insolvencies at this time.


                                       41
<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.  A broker/dealer,  having at least ten percent of total net premiums,
generated 11% of the Companies' sales in 2000 (28% and 26% by two broker/dealers
during 1999 and 1998,  respectively).  Two broker  dealers,  having at least ten
percent of total gross premiums,  generated 21% of the Companies'  sales in 2000
(30% and 27% by two  broker/dealers  during  1999 and 1998,  respectively).  The
Premium  Plus product  generated  71% of the  Companies'  sales during 2000 (79%
during 1999 and 63% during 1998).

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, 2000,  1999 and 1998,  rent expense
totaled $2,874,000,  $2,273,000, and $1,241,000,  respectively.  At December 31,
2000, minimum rental payments due under all non-cancelable operating leases with
initial  terms of one year or more are:  2001 -  $3,790,000;  2002 - $3,257,000;
2003 - $2,611,000; 2004 - $2,419,000; 2005 - $2,419,000, and 2006 and thereafter
- $38,700,000.

REVOLVING  NOTE  PAYABLE:  To  enhance  short-term   liquidity,   the  Companies
established a revolving  note payable with SunTrust  Bank,  Atlanta (the "Bank")
which expires July 30, 2001. 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, 2000, 1999 and 1998, the Companies  incurred interest expense
of $87,000,  $198,000 and $352,000,  respectively.  At December 31, 2000,  there
were no amounts  outstanding  under this  agreement.  At December 31, 1999,  the
Companies had a $1,400,000 note payable to the Bank under this agreement.


                                       42
<PAGE>


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:

                                                                            Page
                                                                            ----

Balance Sheets - December 31, 2000 and 1999...................................17
Statements of Operations - For the years ended
  December 31, 2000, 1999 and 1998............................................19
Statements of Changes in Stockholder's Equity -
  For the years ended December 31, 2000, 1999, and 1998.......................20
Statements of Cash Flows - For the years ended
  December 31, 2000, 1999 and 1998............................................21
Notes to Financial Statements.................................................23

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...................................44
Schedule III - Supplementary insurance information............................45
Schedule IV - Reinsurance.....................................................46

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.

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

Exhibits filed are listed in the attached exhibit index.

(b) No reports on Form 8-K were filed for the quarter ended December 31, 2000.


                                       43
<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, 2000                                                                     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.........................................................            $18,607       $19,171          $19,171
      Public utilities......................................................             54,132        52,826           52,826
      Corporate securities..................................................            355,890       349,202          349,202
      Other asset-backed securities.........................................            223,787       224,122          224,122
      Mortgage-backed securities............................................            146,335       147,257          147,257
                                                                                  --------------------------------------------
      Total fixed maturities, available for sale............................            798,751       792,578          792,578

   Equity securities:
      Common stocks: industrial, miscellaneous, and all other...............              8,611         6,791            6,791

   Mortgage loans on real estate.........................................                99,916                         99,916
   Policy loans..........................................................                13,323                         13,323
   Short-term investments................................................               106,775                        106,775
                                                                                  ---------------                -------------
   Total investments.....................................................            $1,027,376                     $1,019,383
                                                                                  ===============                =============
</TABLE>

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.


                                       44
<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, 2000:

Life insurance    $635,147   $1,062,891      $6,817         $82   $144,877    $64,140     $200,031    $55,154    $143,300        --

YEAR ENDED DECEMBER 31, 1999:

Life insurance     528,957    1,033,701       6,300           8     82,935     59,169      182,221     33,119     (83,827)       --

YEAR ENDED DECEMBER 31, 1998:

Life insurance     204,979      881,112       3,840          --     39,119     42,485       96,968      5,148     (26,406)       --



*    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.


                                                                 45
</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
--------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>                       <C>    <C>                       <C>
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              --
                                                ================================================================================

AT DECEMBER 31, 1998:
    Life insurance in force.................     $181,456,000    $111,552,000              --      $69,904,000              --
                                                ================================================================================


                                                                 46
</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 28, 2001                                                                              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 28, 2001
         /s/ Cheryl Price                              Chief Accounting Officer                      |
         -----------------------------------                                                         |
         Cheryl Price                                                                                |
         (principal accounting officer)                                                              |
                                                                                                     |
                                                                                                     |
         /s/ P. Randall Lowery                                                                       |
         -----------------------------------           Director                                      |
         P. Randall Lowery                                                                             |
                                                                                                     |
                                                                                                     |
         /s/ Thomas J. McInerney                                                                     |
         -----------------------------------           Director                                      |
         Thomas J. McInerney                                                                         |
                                                                                                     |
                                                                                                     |
         /s/ Robert C. Salipante                                                                     |
         -----------------------------------           Director                                      |
         Robert C. Salipante                                                                         |
                                                                                                     |
                                                                                                     |
         /s/ Mark A. Tullis                                                                          |
         -----------------------------------           Director                                      |
         Mark A. Tullis                                                                              |
                                                                                             --------|


</TABLE>
                                       47


<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2000
                                               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))................................................................................     __


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


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2000
                                               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)..................................................     83

          (j)      Minimum Guaranteed Income Benefit Rider (REV)........................................................     86

          (k)      Minimum Guaranteed Withdrawal Benefit Rider (REV)....................................................     89

          (l)      Living Benefit Rider Endorsement ....................................................................     92

          (m)      Death Benefit Endorsement Number 1 describing the 7% Solution Enhanced Death
                   Benefit (REV)........................................................................................     93

          (n)      Death Benefit Endorsement Number 2 describing the Annual Ratchet Enhanced
                   Death Benefit (REV)..................................................................................     98

          (o)      Death Benefit Endorsement Number 3 describing the Standard Death Benefit (REV).......................    102

          (p)      Death Benefit Endorsement Number 4 describing the Max 7 Enhanced Death Benefit (REV).................    106


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


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2000
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

          (q)      Death Benefit Endorsement Number 5 (Base Death Benefit)..............................................    112

          (r)      Death Benefit Endorsement Number 6 (Inforce Contracts)...............................................    114

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

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


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


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2000
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    Page Number
                                                                                                                    -----------
<S>                                                                                                                          <C>
          (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))...........................................................     __

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

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)).................................................     __


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


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2000
                                               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))..........................................................     __

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


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


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2000
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

          (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 Limited..................................     55

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


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


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-K
                                                    Year ended December 31, 2000
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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





                                                                 54
</TABLE>