FORM D
                              AFFILIATE TRANSACTION

                       FILED WITH THE INSURANCE DEPARTMENT
                            OF THE STATE OF DELAWARE
                                       BY
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY


Please address notices and correspondence regarding this Form D to:

David L. Jacobson
Senior Vice President and Assistant Secretary
1475 Dunwoody Drive
West Chester, PA 19380
Telephone Number:  610-425-3404

         This  request for written  approval of the  Insurance  Commissioner  of
Delaware  for an  affiliate  transaction  is made  under  the  provisions  of 18
Delaware Statutes Section 5005 and rules and regulations promulgated thereunder.

1.     IDENTITY  OF PARTIES  OF  TRANSACTION.  Golden  American  Life  Insurance
       Company ("Golden  American"),  a Delaware  domiciled  insurance  company,
       located at 1475 Dunwoody Drive, West Chester, PA 19380, is a wholly-owned
       subsidiary of Equitable Life Insurance Company of Iowa ("ELIC"),  an Iowa
       corporation.  Equitable  Life  Insurance  Company  of  Iowa is  owned  by
       Equitable of Iowa Companies,  Inc. ("EIC"). The proposed transactions are
       between Golden  American,  Equitable  Life Insurance  Company of Iowa and
       Equitable of Iowa Companies, Inc., located at 5780 Powers Ferry Road, NW,
       Suite 300, Atlanta, GA 30327.

2.     DESCRIPTION  OF  TRANSACTION.  Notice of this  transaction is being given
       under Section 5(A)(2)(d) of the Act. The transaction will be effective as
       of  June  30,  2002.  The  transaction  involves  the  retirement  of the
       $25,000,000  surplus  note  dated  December  19,  1996  issued  by Golden
       American to EIC, and the $50,000,000 surplus note dated December 30, 1999
       issued by Golden  American to ELIC,  and a cash capital  contribution  by
       ELIC to Golden American in the amount of $125,000,000.

3.     SALES, PURCHASES,  EXCHANGES,  LOANS, EXTENSIONS OF CREDIT, GUARANTEES OF
       INVESTMENTS. This item is not applicable to this transaction.

4.     LOANS OR EXTENSIONS OF CREDIT TO A NON-AFFILIATE. The surplus $25,000,000
       surplus  note dated  December  19, 1996 issued by Golden  American to EIC
       would be retired in  consideration of a payment by Golden American to EIC
       of $25,000,000.  The surplus  $50,000,000 surplus note dated December 30,
       1999, issued by Golden American to ELIC would be retired in consideration
       of a payment by Golden  American  to ELIC of  $50,000,000.  Concurrently,
       ELIC would contribute $125,000,000 of cash to Golden American.


<PAGE>


5.     REINSURANCE. This item is not applicable to this transaction.

6.     MANAGEMENT AGREEMENTS,  SERVICE AGREEMENTS AND COST SHARING ARRANGEMENTS.
       This item is not applicable to this transaction.

       Pursuant to the  requirements  of Section 5 of the Act,  Golden  American
       Life  Insurance  Company  has caused this notice to be duly signed on its
       behalf in the Town of West Chester and State of  Pennsylvania on the 20th
       day of June, 2002.



                                        GOLDEN AMERICAN LIFE INSURANCE COMPANY


                                        BY:       /s/  David L. Jacobson
                                                  ------------------------------
                                                  David L. Jacobson
                                                  Senior Vice President &
                                                  Assistant Secretary



ATTEST:

/s/  Linda E. Senker
-----------------------
Linda Senker
Vice President


                                  CERTIFICATION

       The  undersigned  deposes and says that he has duly executed the attached
notice dated June 20, 2002, for and on behalf of Golden  American Life Insurance
Company;  that he is the Senior Vice  President and Assistant  Secretary of such
company and that he is authorized to execute and file such instrument.  Deponent
further says he is familiar with such instrument and the contents  thereof,  and
that  the  facts  therein  set  forth  are  true to the  best of his  knowledge,
information and belief.

                                              /s/  David L. Jacobson
                                              ----------------------------------
                                              David L. Jacobson
                                              Senior Vice President & Assistant
                                              Secretary




<PAGE>




DONNA LEE H. WILLIAMS
INSURANCE COMMISSIONER

STATE OF DELAWARE
DEPARTMENT OF INSURANCE

841 SILVER LAKE BLVD.
DOVER, DELAWARE 199204-2465
(302) 739-4251
FACSIMILE (302)739-5280





June 26, 2002

David L. Jacobson
Senior Vice President and Assistant Secretary
Golden American Life Insurance Company
1475 Dunwoody Drive
West Chester, PA 19380

RE: Form D Filing - Retirement of Surplus Notes and Capital Contribution

Dear Mr. Jacobson:

This will acknowledge receipt of the request to retire surplus notes proposed to
take effect between Golden American Life Insurance Company and Equitable of Iowa
Companies, Inc. in the amount of $25,000,000 (plus interest payable) and between
Golden American Life Insurance  Company and Equitable Life Insurance  Company of
Iowa in the amount of  $50,000,000  (plus  interest  payable to be  accomplished
prior to June 30, 2002.

Linda Sizemore,  Financial Analyst for the Delaware  Insurance  Department,  has
reviewed the terms of these proposes  transactions  and based upon the analyst's
review and recommendation,  the Department hereby APPROVES their execution. This
acceptance by the Department  is, of course,  contingent  upon the  $125,000,000
cash capital  contribution  from  Equitable  Life  Insurance  Company of Iowa to
Golden  American Life  Insurance  Company made prior to or  concurrent  with the
retirement of the notes.

If you have any questions, please contact me.

Sincerely,



Stephen B. White, CFE
Chief Financial Examiner


cc: Linda Sizemore, CPA