SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    FORM 10-Q

(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended             March 31, 2001
                                       -----------------------------------------

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from                   to
                                       ------------------     ------------------

Commission file number    33-87272,  333-51353, 333-28765, 333-28681, 333-28743,
                          ------------------------------------------------------
                          333-51949, 333-65009, 333-66745, 333-76941, 333-76945,
                          ------------------------------------------------------
                          333-35592, 333-95511, 333-30186, 333-40596, 333-33924,
                          ------------------------------------------------------
                          333-95457, 333-59386, 333-59398, 333-59408
                          ------------------------------------------




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

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

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

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


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


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 [ ]


                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable date: 250,000 shares of Common Stock
as of May 11, 2001.

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

Exhibit index - Page 23                                             Page 1 of 29


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                                             FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Person for whom the Financial Information is given:                      Golden American Life Insurance Company

Condensed Consolidated Statements of Operations (Unaudited):

                                                                      For the Three              For the Three
                                                                       Months Ended               Months Ended
                                                                     March 31, 2001             March 31, 2000
                                                               -------------------------------------------------------
                                                                                 (Dollars in thousands)
<S>                                                                        <C>                        <C>
   Revenues:
      Annuity and interest sensitive life product charges                   $48,559                    $35,670
      Management fee revenue                                                  6,131                      4,703
      Net investment income                                                  19,412                     15,992
      Realized losses on investments                                         (1,963)                    (1,309)
                                                               -------------------------------------------------------
                                                                             72,139                     55,056

   Insurance benefits and expenses:
      Annuity and interest sensitive life benefits:
        Interest credited to account balances                                47,099                     53,911
        Benefit claims incurred in excess of account balances                 2,612                      2,052
      Underwriting, acquisition, and insurance expenses:
        Commissions                                                          56,398                     57,476
        General expenses                                                     25,037                     20,282
        Insurance taxes, state licenses, and fees                             2,184                      1,830
        Policy acquisition costs deferred                                    13,419                   (105,957)
        Amortization:
          Deferred policy acquisition costs                                  16,528                     17,730
          Value of purchased insurance in force                                 492                      1,244
          Goodwill                                                              945                        945
        Expense and charges reimbursed under modified
          coinsurance agreements                                           (111,585)                    (3,045)
                                                               -------------------------------------------------------
                                                                             53,129                     46,468
   Interest expense                                                           4,743                      5,077
                                                               -------------------------------------------------------
                                                                             57,872                     51,545
                                                               -------------------------------------------------------
   Income before income taxes                                                14,267                      3,511

   Income taxes                                                               5,334                      1,621
                                                               -------------------------------------------------------

   Net income                                                                $8,933                     $1,890
                                                               =======================================================



See accompanying notes.

                                                           2
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<CAPTION>


Condensed Consolidated Balance Sheets (Unaudited):

                                                                                  March 31, 2001          December 31, 2000
                                                                              ------------------------------------------------
                                                                                (Dollars in thousands, except per share data)
<S>                                                                                  <C>                     <C>
ASSETS
Investments:
  Fixed maturities, available for sale, at fair value
    (cost:  2001 - $1,115,074; 2000 - $798,751)                                       $1,122,484                $792,578
  Equity securities, at fair value (cost: 2001 - $4,183; 2000 - $8,611)                    3,256                   6,791
  Mortgage loans on real estate                                                           98,956                  99,916
  Policy loans                                                                            13,496                  13,323
  Short-term investments                                                                 149,760                 106,775
                                                                              ------------------------------------------------
Total investments                                                                      1,387,952               1,019,383

Cash and cash equivalents                                                                 50,163                  63,207
Reinsurance recoverable                                                                   22,274                  19,331
Reinsurance recoverable from affiliates                                                   40,900                  14,642
Due from affiliates                                                                       36,767                  38,786
Accrued investment income                                                                 13,898                   9,606
Deferred policy acquisition costs                                                        598,243                 635,147
Value of purchased insurance in force                                                     23,679                  25,942
Current income taxes recoverable                                                             316                     511
Deferred income tax asset                                                                  3,907                   9,047
Property and equipment, less allowances for depreciation of
  $6,324 in 2001 and $5,638 in 2000                                                       13,623                  14,404
Goodwill, less accumulated amortization of $12,909 in 2001
  and $11,964 in 2000                                                                    138,218                 139,163
Other assets                                                                              19,827                  32,019
Separate account assets                                                                9,092,091               9,831,489
                                                                              ------------------------------------------------
Total assets                                                                         $11,441,858             $11,852,677
                                                                              ================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
  Future policy benefits:
    Annuity and interest sensitive life products                                      $1,364,638              $1,062,891
    Unearned revenue reserve                                                               6,655                   6,817
  Other policy claims and benefits                                                           570                      82
                                                                              ------------------------------------------------
                                                                                       1,371,863               1,069,790

Surplus notes                                                                            245,000                 245,000
Revolving note payable                                                                     1,400                      --
Due to affiliates                                                                          7,664                  19,887
Other liabilities                                                                         92,022                  69,374
Separate account liabilities                                                           9,092,091               9,831,489
                                                                              ------------------------------------------------
                                                                                      10,810,040              11,235,540

Commitments and contingencies

Stockholder's equity:
  Common stock, par value $10 per share, authorized, issued,
    and outstanding  250,000 shares                                                        2,500                   2,500
  Additional paid-in capital                                                             583,640                 583,640
  Accumulated other comprehensive gain (loss)                                              1,702                  (4,046)
  Retained earnings                                                                       43,976                  35,043
                                                                              ------------------------------------------------
Total stockholder's equity                                                               631,818                 617,137
                                                                              ------------------------------------------------
Total liabilities and stockholder's equity                                           $11,441,858             $11,852,677
                                                                              ================================================



See accompanying notes.

                                                            3
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Condensed Consolidated Statements of Cash Flows (Unaudited):

                                                                                 For the Three            For the Three
                                                                                  Months Ended             Months Ended
                                                                                March 31, 2001           March 31, 2000
                                                                            -------------------------------------------------
                                                                                           (Dollars in thousands)

<S>                                                                                    <C>                    <C>
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                    $107,617               $(42,907)

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
   Fixed maturities - available for sale                                                 88,716                  69,427
   Equity securities                                                                      3,609                   5,195
   Mortgage loans on real estate                                                            886                     832
   Policy loans - net                                                                        --                   2,293
   Short-term investments - net                                                              --                  39,386
                                                                            -------------------------------------------------
                                                                                         93,211                 117,133

Acquisition of investments:
   Fixed maturities - available for sale                                               (406,749)                (57,212)
   Mortgage loans on real estate                                                             --                  (4,725)
   Policy loans - net                                                                      (172)                     --
   Short-term investments - net                                                         (42,985)                     --
                                                                            -------------------------------------------------
                                                                                       (449,906)                (61,937)
Net sale (purchase) of property and equipment                                               111                  (1,130)
Issuance of reciprocal loan agreement receivables                                            --                 (16,900)
Receipt of repayment of reciprocal loan agreement receivables                                --                  16,900
                                                                            -------------------------------------------------
Net cash (used in) provided by investing activities                                    (356,584)                 54,066

FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement borrowings                                       29,300                  58,000
Repayment of reciprocal loan agreement borrowings                                       (29,300)                (58,000)
Proceeds from revolving note payable                                                      1,400                  34,600
Repayment of revolving note payable                                                          --                 (36,000)
Receipts from annuity and interest sensitive life
   policies credited to account balances                                                444,841                 172,790
Return of account balances on annuity
   and interest sensitive life policies                                                 (34,220)                (45,591)
Net reallocations to Separate Accounts                                                 (176,098)               (214,770)
Contribution from parent                                                                     --                  80,000
                                                                            -------------------------------------------------
Net cash provided by (used in) financing activities                                     235,923                  (8,971)
                                                                            -------------------------------------------------

(Decrease) increase in cash and cash equivalents                                        (13,044)                  2,188

Cash and cash equivalents at beginning of period                                         63,207                  14,380
                                                                            -------------------------------------------------

Cash and cash equivalents at end of period                                              $50,163                 $16,568
                                                                            =================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
   Interest                                                                              $5,259                  $7,121
   Income taxes                                                                              --                      28


See accompanying notes.

                                                              4
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<PAGE>


NOTE 1 -- BASIS OF PRESENTATION

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

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

ORGANIZATION
Golden  American is a wholly owned  subsidiary  of Equitable of Iowa  Companies,
Inc. ("EIC" or the "Parent").  EIC is an indirect wholly owned subsidiary of ING
Groep  N.V.,  a  global   financial   services  holding  company  based  in  The
Netherlands.

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

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

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

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

The  Companies  occasionally  purchase a financial  instrument  that  contains a
derivative  instrument  that is "embedded"  in the  instrument.  The  Companies'
insurance  products  are also  reviewed to  determine  whether  they  contain an
embedded derivative.  The Companies assess whether the economic  characteristics
of the  embedded  derivative  are clearly and  closely  related to the  economic
characteristics  of the  remaining  component  of the  financial  instrument  or
insurance  product (i.e.,  the host contract) and whether a separate  instrument
with the same terms as the embedded  instrument  would meet the  definition of a
derivative  instrument.  When it is  determined  that  the  embedded  derivative


                                       5
<PAGE>


possesses economic  characteristics  that are not clearly and closely related to
the economic characteristics of the host contract and that a separate instrument
with the same terms  would  qualify as a  derivative  instrument,  the  embedded
derivative  is separated  from the host  contract and carried at fair value.  In
cases where the host  contract is measured at fair value,  with  changes in fair
value  reported  in current  period  earnings,  or the  Companies  are unable to
reliably  identify and measure the embedded  derivative for separation  from its
host contract, the entire contract is carried on the balance sheet at fair value
and is not designated as a hedging instrument.

STATUTORY
The net loss for Golden  American as  determined in  accordance  with  statutory
accounting  practices was $77,250,000 and $26,660,000 for the three months ended
March 31, 2001 and 2000,  respectively.  Total statutory capital and surplus was
$340,311,000 at March 31, 2001 and $406,923,000 at December 31, 2000.

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

RECLASSIFICATIONS
Certain  amounts in the 2000  financial  statements  have been  reclassified  to
conform to the March 31, 2001 financial statement presentation.

NOTE 2 -- COMPREHENSIVE INCOME

Comprehensive  income  includes  all changes in  stockholder's  equity  during a
period except those  resulting  from  investments  by and  distributions  to the
stockholder.  During the first  quarters of 2001 and 2000,  total  comprehensive
income for the Companies  amounted to $14.7 million and $596,000,  respectively.
Included in these  amounts are total  comprehensive  income for First  Golden of
$933,000  and  $69,000 for the first  quarters  of 2001 and 2000,  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  totaled  $301,000 and  $(468,000)  during the first
quarters of 2001 and 2000, respectively.  Such amounts, which have been measured
through the date of sale, are net of income taxes and  adjustments  for value of
purchased  insurance in force and deferred  policy  acquisition  costs  totaling
$(2.3)  million  and  $(841,000)  for  the  first  quarters  of 2001  and  2000,
respectively.

NOTE 3 -- INVESTMENTS

INVESTMENT VALUATION ANALYSIS: The Companies analyze the investment portfolio at
least  quarterly in order to determine if the carrying  value of any  investment
has been impaired.  The carrying value of debt and equity  securities is written
down to fair  value by a charge to  realized  losses  when  impairment  in value
appears to be other than  temporary.  During the first  quarter of 2001,  Golden
American  determined  that the  carrying  value of three  bonds  exceeded  their
estimated net realizable  value. As a result, at March 31, 2001, Golden American
recognized a total pre-tax loss of $679,000 to reduce the carrying  value of the
bonds to their combined net realizable value of $389,000.

NOTE 4 -- DERIVATIVE INSTRUMENTS

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


                                       6
<PAGE>


The  estimated  fair  values and  carrying  amounts of the  Companies'  embedded
derivatives  at March 31, 2001 were $0, net of  reinsurance.  The estimated fair
values and  carrying  amounts of the  embedded  derivatives  on a direct  basis,
before reinsurance, was $2.2 million.

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

NOTE 5 -- RELATED PARTY TRANSACTIONS

OPERATING AGREEMENTS: Directed Services, Inc. ("DSI"), an affiliate, acts as the
principal  underwriter  (as  defined  in the  Securities  Act of  1933  and  the
Investment  Company Act of 1940,  as amended)  and  distributor  of the variable
insurance  products  issued by the  Companies.  DSI is  authorized to enter into
agreements with  broker/dealers to distribute the Companies'  variable insurance
products  and  appoint  representatives  of the  broker/dealers  as agents.  The
Companies paid  commissions to DSI totaling  $55,884,000 and $55,854,000 for the
quarters ended March 31, 2001 and 2000, 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 quarters ended March 31, 2001
and 2000, the fee was $5,702,000 and $4,318,000, respectively.

The Companies have an asset management agreement with ING Investment  Management
LLC ("ING IM"),  an affiliate,  in which ING IM provides  asset  management  and
accounting  services.  Under the agreement,  the Companies record a fee based on
the value of the assets managed by ING IM. The fee is payable quarterly. For the
first  quarters of 2001 and 2000,  the  Companies  incurred fees of $843,000 and
$658,000, respectively, under this agreement.

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.

Golden American  provides certain  advisory,  computer,  and other resources and
services to Equitable Life.  Revenues for these services,  which reduced general
expenses incurred by Golden American,  totaled $1,359,000 and $1,568,000 for the
quarters ended March 31, 2001 and 2000, 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 $75,000 and  $312,000  for the
quarters ended March 31, 2001 and 2000, respectively.

First  Golden  provides  resources  and  services  to DSI.  Revenues  for  these
services,  which reduced  general  expenses  incurred by First  Golden,  totaled
$126,000  and  $52,000  for  the  quarters   ended  March  31,  2001  and  2000,
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  $48,000 and  $105,000  for the
quarters ended March 31, 2001 and 2000, respectively.


                                       7
<PAGE>


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 $102,000 and $169,000 for
the quarters ended March 31, 2001 and 2000, 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 $54,000 and $52,000 for the
quarters ended March 31, 2001 and 2000, respectively.

The  Companies  provide  resources  and  services to  Southland  Life  Insurance
Company,  an  affiliate.  Revenues for these  services,  which  reduced  general
expenses incurred by the Companies, totaled $29,000 and $26,000 for the quarters
ended March 31, 2001 and 2000, respectively.

For the quarter ended March 31, 2001, the Companies  received  premiums,  net of
reinsurance, for variable products sold through eight affiliates,  Locust Street
Securities, Inc., Vestax Securities Corporation, DSI, Multi-Financial Securities
Corporation,  IFG Network Securities,  Inc., Washington Square Securities, Inc.,
PrimeVest  Financial,  and  Compulife  Investor  Services,  Inc. of  $9,424,000,
$3,807,000,  $138,000,  $3,081,000,   $1,612,000,   $7,336,000,  $3,064,000  and
$1,476,000,  respectively  ($57,500,000,   $21,400,000,  $700,000,  $18,300,000,
$6,700,000, $--, $--, and $0, respectively, for the same period of 2000).

For the quarter  ended March 31,  2001,  First  Golden  received  fixed  annuity
premiums of approximately  $100,000 from Washington Square Securities,  Inc., an
affiliate.

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 $110.7 million in the first quarter of 2001. This was offset by a
decrease in deferred  acquisition  costs of $108.1  million.  At March 31, 2001,
Golden American had a receivable from Equitable Life of $35.8 million due to the
timing of the cash  settlement  for the modified  coinsurance  agreement.  As at
December 31, 2000,  Golden  American  had a payable of $16.3  million  under the
agreement.

REINSURANCE  AGREEMENT  COVERING MINIMUM  GUARANTEED  BENEFITS:  On December 28,
2000, Golden American entered into a reinsurance agreement with Security Life of
Denver  International  Limited, an affiliate,  covering variable annuity minimum
guaranteed  death benefits and minimum  guaranteed  living  benefits of variable
annuities  issued on or after January 1, 2000. An  irrevocable  letter of credit
was obtained  through Bank of New York in the amount of $25.0 million related to
this  agreement.  Under this agreement,  Golden American  recorded a reinsurance
recoverable of $40.9 million at March 31, 2001.

RECIPROCAL LOAN AGREEMENT: Golden American maintains a reciprocal loan agreement
with ING America Insurance  Holdings,  Inc. ("ING AIH"), a Delaware  corporation
and  affiliate,  to  facilitate  the  handling of unusual  and/or  unanticipated
short-term  cash  requirements.  Under this  agreement,  which became  effective
January 1, 1998 and expires  December 31, 2007,  Golden American and ING AIH can
borrow up to  $65,000,000  from one another.  Prior to lending funds to ING AIH,
Golden  American must obtain the approval of the  Department of Insurance of the
State of Delaware.  Interest on any Golden American borrowings is charged at the
rate of ING AIH's cost of funds for the interest period plus 0.15%.  Interest on
any ING AIH  borrowings  is charged at a rate based on the  prevailing  interest
rate of U.S.  commercial  paper available for purchase with a similar  duration.
Under this agreement,  Golden American  incurred interest expense of $23,000 and
$82,000 for the quarters ended March 31, 2001 and 2000,  respectively.  At March
31, 2001,  Golden  American did not have any borrowings or receivables  from ING
AIH under this agreement.

SURPLUS NOTES:  On December 30, 1999,  Golden  American issued an 8.179% surplus
note in the  amount of  $50,000,000  to  Equitable  Life.  The note  matures  on
December  29,  2029.  Payment  of the  note  and  related  accrued  interest  is


                                       8


<PAGE>


subordinate to payments due to policyholders,  claimant and beneficiary  claims,
as well as debts owed to all other  classes of debtors,  other than surplus note
holders,  of Golden  American.  Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance Commissioner. Under this
agreement,   Golden  American   incurred  interest  expense  of  $1,008,000  and
$1,034,000 for the quarters ended March 31, 2001 and 2000, respectively.

On December 8, 1999,  Golden American issued a 7.979% surplus note in the amount
of $35,000,000 to First Columbine Life Insurance Company ("First Columbine"), an
affiliate. The note matures on December 7, 2029. Payment of the note and related
accrued interest is subordinate to payments due to  policyholders,  claimant and
beneficiary claims, as well as debts owed to all other classes of debtors, other
than surplus note holders,  of Golden American.  Any payment of principal and/or
interest  made is  subject  to the  prior  approval  of the  Delaware  Insurance
Commissioner. Under this agreement, Golden American incurred interest expense of
$689,000  and  $877,000  for  the  quarters  ended  March  31,  2001  and  2000,
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 $1,433,000  and $1,453,000 for the quarters ended
March 31, 2001 and 2000,  respectively.  On December 30, 1999,  ING AIH assigned
the note to Equitable Life.

On December 30, 1998,  Golden American issued a 7.25% surplus note in the amount
of $60,000,000 to Equitable Life. The note matures on December 29, 2028. Payment
of the note and related  accrued  interest  is  subordinate  to payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors,  other than surplus note holders,  of Golden American.
Any payment of principal  and/or  interest made is subject to the prior approval
of the Delaware Insurance  Commissioner.  Under this agreement,  Golden American
incurred  interest  expense of $1,073,000  and $1,088,000 for the quarters ended
March 31, 2001 and 2000, respectively.

On December 17, 1996, Golden American issued an 8.25% surplus note in the amount
of $25,000,000 to Equitable of Iowa Companies.  The note matures on December 17,
2026.  Payment  of the note and  related  accrued  interest  is  subordinate  to
payments due to  policyholders,  claimant,  and beneficiary  claims,  as well as
debts owed to all other  classes of debtors of Golden  American.  Any payment of
principal  made is  subject  to the prior  approval  of the  Delaware  Insurance
Commissioner.  Golden  American  incurred  interest  totaling  $516,000  for the
quarters ended March 31, 2001 and 2000.

STOCKHOLDER'S  EQUITY:  During  the  first  quarters  of 2001 and  2000,  Golden
American received capital  contributions  from its Parent of $0 and $80,000,000,
respectively.

NOTE 6 -- COMMITMENTS AND CONTINGENCIES

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

At March 31, 2001 and December 31, 2000,  the Companies had net  receivables  of
$63,174,000  and  $33,973,000,  respectively,  for reinsurance  claims,  reserve
credits, or other receivables from these reinsurers.  These net receivables were
comprised of $2,545,000 and  $1,820,000,  respectively,  for claims  recoverable
from  reinsurers,  $2,224,000 and  $4,007,000,  respectively,  for a payable for
reinsurance  premiums,  $40,900,000 and $14,642,000,  respectively,  for reserve
credits, and $22,253,000 and $21,518,000, respectively, for a receivable from an
unaffiliated  reinsurer.  Included in the accompanying  financial statements are
net  considerations  to  reinsurers  of  $6,656,000 in the first quarter of 2001
compared  to  $2,637,000  for the same  period  in 2000.  Also  included  in the


                                       9


<PAGE>


accompanying  financial  statements are net policy benefits of $9,943,000 in the
first quarter of 2001 compared to $557,000 for the same period in 2000.

On June 30, 2000,  effective  January 1, 2000,  Golden  American  entered into a
modified  coinsurance  agreement with Equitable  Life, an affiliate,  covering a
considerable  portion of Golden American's variable annuities issued on or after
January 1, 2000,  excluding those with an interest rate guarantee.  At March 31,
2001,  Golden  American had received a total  settlement of $110.7 million under
this  agreement  pertaining to the first quarter of 2001.  The carrying value of
the separate account liabilities covered under this agreement represent 24.9% of
total  separate  account  liabilities  outstanding  at March  31,  2001.  Golden
American  remains  liable  to the  extent  Equitable  Life  does  not  meet  its
obligations  under the  agreement.  The  accompanying  financial  statements are
presented net of the effects of the agreement.

On December 28, 2000, Golden American entered into a reinsurance  agreement with
Security Life of Denver International  Limited, an affiliate,  covering 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  $25,000,000
related to this agreement.

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

Effective  June 1, 1994,  Golden  American  entered into a modified  coinsurance
agreement with an unaffiliated reinsurer.  The accompanying financial statements
are presented net of the effects of the treaty.

INVESTMENT  COMMITMENTS:  At March 31, 2001 and 2000, outstanding commitments to
fund mortgage loans totaled $93,700,000 and $4,725,000,  respectively.  At March
31,  2001,  an  outstanding   commitment  to  fund  fixed   maturities   totaled
$16,165,000.

GUARANTY FUND  ASSESSMENTS:  Assessments are levied on the Companies by life and
health guaranty  associations in most states in which the Companies are licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In some
states,  these assessments can be partially offset through a reduction in future
premium  taxes.  The  Companies  cannot  predict  whether  and  to  what  extent
legislative  initiatives may affect the right to offset. The associated cost for
a  particular  insurance  company  can vary  significantly  based upon its fixed
account  premium  volume by line of business  and state  premiums as well as its
potential for premium tax offset. The Companies have established an undiscounted
reserve to cover such assessments,  review information regarding known failures,
and revise  estimates of future  guaranty  fund  assessments.  Accordingly,  the
Companies  accrued  and  charged to expense  an  additional  $1,000 in the first
quarters  of 2001 and  2000.  At March  31,  2001 and  December  31,  2000,  the
Companies have an undiscounted  reserve of $2,430,000 to cover estimated  future
assessments  (net  of  related   anticipated   premium  tax  offsets)  and  have
established  an  asset  totaling  $691,000  and  $733,000,   respectively,   for
assessments  paid which may be  recoverable  through future premium tax offsets.
The  Companies  believe  this reserve is  sufficient  to cover  expected  future
guaranty fund assessments based upon previous premiums and known insolvencies at
this time.

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

VULNERABILITY FROM CONCENTRATIONS:  The Companies have various concentrations in
the investment portfolio. As of March 31, 2001, the Companies had one investment
(other than bonds issued by agencies of the United States government)  exceeding
ten percent of stockholder's equity. The Companies' asset growth, net investment
income,  and  cash  flow are  primarily  generated  from  the  sale of  variable
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


                                       10


<PAGE>


cause a severe impact on the Companies' financial  condition.  One broker/dealer
generated 10% of the  Companies' net sales during the first quarter of 2001 (12%
by one  broker/dealer  in the same  period of 2000).  The Premium  Plus  product
generated 50% of the  Companies'  sales during the first quarter of 2001 (77% in
the same period of 2000). The GoldenSelect Guarantee product,  introduced in the
fourth quarter of 2000,  generated 23% of the Companies'  sales during the first
quarter of 2001.

REVOLVING  NOTE  PAYABLE:  To  enhance  short-term   liquidity,   the  Companies
established  revolving  notes 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  notes  accrue
interest  at an annual rate equal to: (1) the cost of funds for the Bank for the
period  applicable  for the advance plus 0.225% or (2) a rate quoted by the Bank
to the  Companies  for the  advance.  The  terms of the  agreement  require  the
Companies  to maintain  the  minimum  level of Company  Action  Level Risk Based
Capital  as  established  by  applicable  state law or  regulation.  During  the
quarters ended March 31, 2001 and 2000, the Companies  incurred interest expense
of $1,000 and  $28,000,  respectively.  At March 31, 2001 and December 31, 2000,
the Companies had  borrowings of $1,400,000  and $0,  respectively,  under these
agreements.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.

The purpose of this section is to discuss and analyze the Golden  American  Life
Insurance  Company's  ("Golden  American")  condensed  consolidated  results  of
operations.  In addition,  some  analysis and  information  regarding  financial
condition  and  liquidity and capital  resources  has also been  provided.  This
analysis  should  be read  jointly  with the  condensed  consolidated  financial
statements,   the  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  condensed
consolidated  financial  statements  include the accounts of Golden American and
its subsidiary, First Golden American Life Insurance Company of New York ("First
Golden," and collectively with Golden American, the "Companies").

Golden  American is a wholly owned  subsidiary  of Equitable of Iowa  Companies,
Inc. ("EIC" or the "Parent").  EIC is an indirect wholly owned subsidiary of ING
Groep N.V.  ("ING"),  a global  financial  services holding company based in The
Netherlands.

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

PREMIUMS
                                                                  Percentage              Dollar
Three Months ended March 31                        2001               Change              Change                  2000
----------------------------------------------------------------------------------------------------------------------------
                                                                        (Dollars in millions)
<S>                                             <C>                   <C>               <C>                   <C>
Variable annuity premiums:
  Separate account                              $(203.5)              (123.7)%          $(1,063.0)              $859.5
  Fixed account                                   437.4                154.0                265.2                172.2
                                         -----------------------------------------------------------------------------------
Total variable annuity premiums                   233.9                (77.3)              (797.8)             1,031.7
Fixed annuity premiums                              0.4                   --                  0.4                   --
Variable life premiums                              0.3                   --                   --                  0.3
                                         -----------------------------------------------------------------------------------
Total premiums                                   $234.6                (77.3)%            $(797.4)            $1,032.0
                                         ===================================================================================
</TABLE>

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


                                       11
<PAGE>


Variable  annuity  premiums net of reinsurance  decreased 77.3% during the first
three months of 2001  compared to the first  quarter of 2000.  This  decrease is
primarily due to premium  reductions  included in the variable  annuity separate
account  premiums of $824.8 million and $22.3 for the first three months of 2001
and  2000,  respectively,  related  to  modified  coinsurance  agreements.  Also
contributing  to the  decrease in variable  annuity  premiums is a reduction  of
$271.5 million in variable  annuity  separate  account premiums from the Premium
Plus  product in the first  three  months of 2001 as compared to the first three
months of 2000.  Offsetting  these decreases is an increase in variable  annuity
fixed account  premiums from $172.2  million in 2000 to $437.4  million in 2001.
This increase is primarily due to sales of GoldenSelect  Guarantee, a registered
fixed annuity  product  introduced  in the last quarter of 2000.  Sales for this
product totaled $237.1 million in the first three months of 2001.

During the first three months of 2001,  First Golden began selling two new fixed
annuity  products,  FGA New  York  Flex and FGA New  York  Multi-Year  Guarantee
Annuity ("MYGA").

Premiums,  net  of  reinsurance,   for  variable  products  from  a  significant
broker/dealer  having at least ten percent of total sales for the quarter  ended
March 31, 2001 totaled $23.0 million,  or 10% of total premiums ($121.4 million,
or 12% from a significant  broker/dealer  for the quarter ended March 31, 2000).
Gross premiums for variable products from a significant  broker/dealer having at
least ten percent of total sales for the quarter  ended March 31, 2001,  totaled
$114.8 million, or 11% of total gross premiums ($232.3 million, or 22%, from two
significant broker/dealers for the quarter ended March 31, 2000).

REVENUES
<TABLE>
<CAPTION>

                                                                      Percentage         Dollar
Three Months ended March 31                         2001                  Change         Change               2000
----------------------------------------------------------------------------------------------------------------------------
                                                                         (Dollars in millions)
<S>                                                 <C>                     <C>           <C>               <C>
Annuity and interest sensitive
  life product charges                              $48.6                   36.1%         $12.9             $35.7
Management fee revenue                                6.1                   29.8            1.4               4.7
Net investment income                                19.4                   21.3            3.4              16.0
Realized losses on investments                       (2.0)                  53.9           (0.7)             (1.3)
                                          ----------------------------------------------------------------------------------
                                                    $72.1                   30.9%         $17.0             $55.1
                                          ==================================================================================
</TABLE>


Total revenues increased 30.9% in the first quarter of 2001 from the same period
in 2000.  Annuity and interest sensitive life product charges increased 36.1% in
the first quarter of 2001 due to additional  fees earned from the higher average
block of business under management in the variable  separate accounts and higher
surrender charges.  Negative equity market returns on the separate accounts were
more than offset by sales of the separate account options during the past twelve
months,  such that the average  account  balance in the first quarter of 2001 is
higher than in the first quarter of 2000.

Golden American provides certain managerial and supervisory services to Directed
Services,  Inc.  ("DSI").  The fee paid to Golden  American for these  services,
which is calculated as a percentage of average  assets in the variable  separate
accounts,  was $5.7  million and $4.3 million for the first three months of 2001
and 2000,  respectively.  This increase was due to the increasing average assets
in the variable  separate  accounts and  renegotiation of the fee paid by DSI to
Golden American.

Net  investment  income  increased  21.3% in the first  quarter of 2001 due to a
growth in invested assets from March 31, 2000 mainly related to the introduction
of GoldenSelect Guarantee.  The Companies had $2.0 million of realized losses on
the sale of investments in the first three months of 2001, compared to losses of
$1.3 million in the same period of 2000.

EXPENSES

Total insurance benefits and expenses increased $6.7 million, or 14.3%, to $53.1
million in the first three months of 2001. Interest credited to account balances
decreased $6.8 million,  or 12.6%, to $47.1 million in the first three months of


                                       12
<PAGE>


2001. The premium credit on the Premium Plus product  decreased $13.2 million to
$25.1  million at March 31,  2001 and the bonus  interest  on the fixed  account
decreased $1.4 million to $1.1 million at March 31, 2001 resulting in a decrease
in interest  credited during the first three months of 2001 compared to the same
period  in 2000.  These  decreases  in extra  credits  and bonus  interest  were
partially  offset  by  higher  average  account  balances  associated  with  the
Companies'  fixed account options mainly due to the introduction of GoldenSelect
Guarantee product.

Commissions decreased $1.1 million, or 1.9%, to $56.4 million in the first three
months of 2001 due to a change in the mix of business.  Insurance  taxes,  state
licenses,  and fees  increased  $0.4 million,  or 19.3%,  to $2.2 million in the
first three months of 2001.  Changes in commissions and insurance  taxes,  state
licenses,  and fees are  generally  related  to  changes in the level and mix or
composition of variable product sales.  Most costs incurred as the result of new
sales have been deferred, thus having very little impact on current earnings.

General expenses increased $4.8 million, or 23.4%, to $25.0 million in the first
three  months of 2001.  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 increased amounts of insurance contracts
in force. 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"), 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 the Companies.

During the first  quarters of 2001 and 2000,  value of  purchased  insurance  in
force  ("VPIF")  was adjusted to decrease  amortization  by $29,000 and increase
amortization  by $340,000,  respectively,  to reflect changes in the assumptions
related to the timing of estimated  gross profits.  Based on current  conditions
and assumptions as to the impact of future events on acquired policies in force,
the expected approximate net amortization  relating to VPIF as of March 31, 2001
is $3.0 million for the remainder of 2001, $3.4 million in 2002, $3.0 million in
2003,  $2.5  million in 2004,  $1.8  million in 2005,  and $1.4 million in 2006.
Actual amortization may vary based upon changes in assumptions and experience.

Amortization  of deferred  policy  acquisition  costs  ("DPAC")  decreased  $1.2
million, or 6.8%, in the first three months of 2001. Deferred policy acquisition
costs decreased $119.4 million,  or 112.7%, for the three months ended March 31,
2001.  The  decrease  in the  amortization  and  deferred  costs were due to the
modified  coinsurance  agreement entered into during the second quarter of 2000,
which resulted in a $108.1 million decrease in deferred policy acquisition costs
during the first quarter of 2001.

Expenses and charges reimbursed under modified coinsurance  agreements increased
by $108.5  million to $111.6  million  during the first three  months in 2001 as
compared  to the same  period  in 2000.  This was  primarily  due to a  modified
coinsurance  agreement which was entered into during the second quarter of 2000,
with  Equitable  Life, an affilate,  covering a  considerable  portion of Golden
American's  variable  annuities  issued on or after  January 1, 2000,  excluding
those with an interest rate guarantee.  This reinsurance  agreement  contributed
$110.7  million in reimbursed  expenses and charges  during the first quarter of
2001. 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  decreased 6.6%, or $0.3 million,  to $4.7 million in the first
three  months of 2001.  Interest  expense on a $25 million  surplus  note issued
December  1996 and expiring  December  2026 was $0.5 million for the first three
months of 2001,  unchanged from the same period of 2000.  Interest  expense on a
$60 million surplus note issued in December 1998 and expiring  December 2028 was
$1.1 million for the first three months of 2001,  unchanged from the same period
of 2000.  Interest expense on a $75 million surplus note,  issued September 1999
and expiring September 2029 was $1.4 million for the first three months of 2001.
Interest  expense  on a $50  million  surplus  note,  issued  December  1999 and
expiring  December  2029 was $1.0  million for the first  three  months of 2001.
Interest expense on a $35 million surplus note issued December 1999 and expiring
December  2029 was $0.7  million  for the first  three  months  of 2001.  Golden
American also paid $25,000 in 2001 and $82,000 in 2000 to ING America  Insurance


                                       13
<PAGE>


Holdings, Inc. ("ING AIH") for interest on a reciprocal loan agreement. Interest
expense on a revolving note payable with SunTrust  Bank,  Atlanta was $1,000 and
$28,000 for the first three months of 2001 and 2000, respectively.

INCOME

Net income was $8.9 million for the first three  months of 2001,  an increase of
$7.0 million, or 372.7% from the same period of 2000.

Comprehensive  income for the first three months of 2001 was $14.7  million,  an
increase  of $14.1  million  from  comprehensive  income of $596,000 in the same
period of 2000.

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

INVESTMENTS

The  financial  statement  carrying  value  and  amortized  cost  basis  of  the
Companies' total investments increased 36.6% and 35.0%, respectively, during the
first quarter of 2001.  All of the Companies'  investments,  other than mortgage
loans on real  estate,  are  carried at fair value in the  Companies'  financial
statements.  The increase in the  carrying  value of the  Companies'  investment
portfolio  was mainly  due to net  purchases,  as well as changes in  unrealized
appreciation and depreciation of fixed  maturities.  Growth in the cost basis of
the  Companies'  investment  portfolio  resulted from the investment of premiums
from  the  sale  of the  Companies'  fixed  account  options  mainly  due to the
introduction  of  GoldenSelect  Guarantee.  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  and  mortgage  loans on real
estate.

At March 31, 2001,  the Companies had no  investments  in default.  At March 31,
2001, the Companies' investments had a yield of 6.6%. The Companies estimate the
total   investment   portfolio,   excluding  policy  loans,  had  a  fair  value
approximately equal to 100.6% of amortized cost value at March 31, 2001.

FIXED MATURITIES:  At March 31, 2001, the Companies had fixed maturities with an
amortized cost of $1.1 billion and an estimated fair value of $1.1 billion.  The
Companies  classify 100% of securities  as available  for sale.  Net  unrealized
appreciation  of  fixed  maturities  of $7.4  million  was  comprised  of  gross
appreciation  of $14.4  million  and gross  depreciation  of $7.0  million.  Net
unrealized holding gains on these securities, net of adjustments for VPIF, DPAC,
and deferred income taxes of $1.7 million, were included in stockholder's equity
at March 31, 2001.

The  individual  securities in the  Companies'  fixed  maturities  portfolio (at
amortized cost) include  investment grade securities,  which include  securities
issued by the U.S. government,  its agencies, and corporations that are rated at
least A- by Standard & Poor's  Rating  Services  ("Standard  & Poor's")  ($639.5
million or  57.4%),  that are rated  BBB+ to BBB- by  Standard & Poor's  ($216.9
million or 19.6%),  and below investment grade securities,  which are securities
issued by  corporations  that are rated BB+ to D by  Standard  & Poor's  ($116.1
million  or  10.2%).  Securities  not rated by  Standard & Poor's had a National
Association of Insurance  Commissioners  ("NAIC")  rating of 1, 2, 3, 4, 5, or 6
($142.6 million or 12.8%).  The Companies' fixed maturity  investment  portfolio
had a combined yield at amortized cost of 6.8% at March 31, 2001.

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

At March 31, 2001, the amortized cost value of the Companies' total  investments
in below investment grade securities,  excluding mortgage-backed securities, was
$128.9 million, or 9.4%, of the Companies' investment  portfolio.  The Companies
do not expect the percentage of the portfolio invested in below investment grade
securities,   excluding  mortgage-backed   securities,  to  exceed  10%  of  the
investment  portfolio.  At March 31, 2001,  the yield at  amortized  cost on the
Companies'  below  investment  grade portfolio was 8.2% compared to 6.6% for the


                                       14
<PAGE>


Companies' investment grade corporate bond portfolio. The Companies estimate the
fair value of the below investment grade portfolio was $127.1 million,  or 98.6%
of amortized cost value, at March 31, 2001.

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

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

During the first three months of 2001, fixed maturities  designated as available
for sale with a combined  amortized cost of $89.1 million were sold,  called, or
repaid by their issuers.  In total,  net pre-tax losses from sales,  calls,  and
repayments of fixed maturity  investments  amounted to $0.5 million in the first
three months of 2001.

During the first quarter of 2001, Golden American determined that the carrying
value of three impaired bonds exceeded their estimated net realizable value. As
a result, at March 31, 2001, Golden American recognized a total pre-tax loss of
approximately $679,000 to reduce the carrying value of the bonds to their net
realizable value of $389,000.

EQUITY SECURITIES: Equity securities represent 0.3% of the Companies' investment
portfolio.  At March 31, 2001, the Companies owned equity securities with a cost
of $4.2  million and an estimated  fair value of $3.3  million.  Net  unrealized
depreciation of equity securities was comprised  entirely of gross  depreciation
of $0.9 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 7.3% of
the Companies' investment portfolio. Mortgages outstanding were $99.0 million at
March 31, 2001 with an estimated  fair value of $100.4  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.  At March 31, 2001,
the yield on the Companies' mortgage loan portfolio was 7.3%.

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

OTHER ASSETS

Reinsurance  recoverables  increased  $29.2 million  during the first quarter of
2001, due largely to an increase of $26.3 million in  reinsurance  reserves from
an intercompany  reinsurance agreement between Golden American and Security Life


                                       15
<PAGE>


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.

Amounts due from  affiliates  were $36.8  million and $38.8 million at March 31,
2001 and December 31, 2000, respectively. At March 31, 2001, the Companies had a
receivable  of  $35.7  million  from  Equitable  Life  related  to the  modified
coinsurance  agreement.  At December 31, 2000, the Companies had a receivable of
$35.0 million related to a capital contribution from Parent.

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 October 24, 1997,
the  merger  date.  The  Companies'  previous  balances  of DPAC and  VPIF  were
eliminated  as of the ING  merger  date,  and an  asset  representing  VPIF  was
established  for all policies in force at the ING merger date. VPIF is amortized
into income in  proportion to the expected  gross  profits of in force  acquired
business  in a manner  similar to DPAC  amortization.  Any  expenses  which vary
directly with the sales of the  Companies'  products are deferred and amortized.
At March 31, 2001,  the Companies  had DPAC and VPIF balances of $598.2  million
and $23.7  million,  respectively.  During the first  quarters of 2001 and 2000,
VPIF was adjusted to decrease  amortization by $29,000 and increase amortization
by $340,000,  respectively, to reflect changes in the assumptions related to the
timing of estimated gross profits.

Goodwill  totaling  $151.1 million,  representing  the excess of the acquisition
cost over the fair value of net assets acquired,  was established as a result of
the merger with ING. Accumulated amortization of goodwill through March 31, 2001
was $12.9 million.

Other assets  decreased  $12.2 million from December 31, 2000, due to a decrease
in receivables for securities sold.

At March 31, 2001,  the  Companies had $9.1 billion of separate  account  assets
compared to $9.8 billion at December 31, 2000. The decrease in separate  account
assets resulted from negative  equity market  returns.  This effect is partially
offset by sales of the Companies' variable products, net of redemptions,  and by
net  policyholder  transfers  to the  separate  account  options  from the fixed
account options within the variable products.

At March 31,  2001,  the  Companies  had total assets of $11.4  billion,  a 3.5%
decrease from December 31, 2000.

LIABILITIES

Future  policy  benefits  for  annuity  and  interest  sensitive  life  products
increased $301.7 million,  or 28.4%, to $1.4 billion reflecting net sales of the
Companies'  fixed  account  options,  net of transfers  to the separate  account
options.

Negative equity market returns  primarily  accounted for the $739.4 million,  or
7.5%,  decrease in separate  account  liabilities  to $9.1  billion at March 31,
2001. This market  depreciation  was partially offset by sales of the Companies'
variable products, net of redemptions,  and by net policyholder transfers to the
separate  account  options from the fixed  account  options  within the variable
products.

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 of Iowa  Companies,  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  decreased  $12.2  million or 61.5% to $7.7  million
during the first three months of 2001. This is mainly due to the cash settlement
of a liability for the modified coinsurance agreement with Equitable Life.


                                       16
<PAGE>


Other  liabilities  increased $22.6 million or 32.6% to $92.0 million during the
first  three  months of 2001 due to the  increase  in  payables  for  securities
purchased.

The Companies' total liabilities decreased $425.5 million, or 3.8%, during first
quarter 2001 and totaled $10.8 billion at March 31, 2001.

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

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  $107.6  million in the first
quarter  of 2001  compared  to net cash used in  operating  activities  of $42.9
million  in the same  period  of 2000.  The  Companies  have  predominantly  had
negative cash flows from  operating  activities  since Golden  American  started
issuing variable insurance products in 1989. These negative operating cash flows
result primarily from  commissions and other deferrable  expenses related to the
continued growth in the variable annuity products. Negative operating cash flows
have been offset by the effects of a modified coinsurance agreement entered into
during  the  second  quarter  2000  with  an  affiliate  which  resulted  in the
reimbursement of policy  acquisition costs incorporated in a net cash settlement
of $110.7  million  in the  first  quarter  of 2001,  and a $108.1  decrease  in
deferred acquisition costs.

Net cash used in  investing  activities  was  $356.6  million  during  the first
quarter of 2001 compared to net cash  provided by investing  activities of $54.1
million  in the same  period of 2000.  This  decrease  is  primarily  due to net
purchases  of fixed  maturities  and  short-term  investments  during  the first
quarter of 2001  versus net sales in 2000.  Net  purchases  of fixed  maturities
reached  $318.0  million  during the first  quarter of 2001  versus net sales of
$12.2 million in the same period of 2000. Net purchase of short-term investments
reached  $43.0  million in the first  quarter of 2000  versus net sales of $39.4
million during the same period in 2000. These  investment  purchases were mainly
due to an increase in sales of the Companies  fixed account  options,  primarily
from the  introduction  of the  GoldenSelect  Guarantee  product  in the  fourth
quarter of 2000.

Net cash provided by financing  activities  was $235.9  million during the first
quarter  of 2001  compared  to net cash  used in  financing  activities  of $9.0
million  during the same period in 2000. In the first quarter of 2001,  net cash
provided by financing  activities was  positively  impacted by net fixed account
deposits of $410.6 million compared to $127.2 million in the same period of 2000
primarily  due to the  introduction  of  GoldenSelect  Guarantee  in the  fourth
quarter  of 2000.  The  Companies  received  $0 and  $80.0  million  of  capital
contributions  from  the  Parent  in  the  first  quarters  of  2001  and  2000,
respectively.

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 and the  Companies  have  established  an $85.0  million
revolving  note facility with SunTrust  Bank,  Atlanta which expires on July 30,
2001.  Management  believes that these sources of liquidity are adequate to meet
the Companies' short-term cash obligations.

Based on current  trends,  the  Companies  expect to continue to use net cash in
operating  activities  before  reinsurance,  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


                                       17
<PAGE>


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%;  and 2) the
ratio of Total  Adjusted  Capital  (excluding  surplus notes) divided by Company
Action Level Risk Based Capital exceeds 200%; and 3) Golden American's statutory
capital  and  surplus  exceeds  the  "Amounts  Accrued  for  Expense  Allowances
Recognized  in Reserves"  as disclosed on page 3, Line 13A of Golden  American's
Statutory Statement.

During the first quarter of 1999, Golden  American's  operations were moved to a
new site in West Chester,  Pennsylvania.  During 2001,  Golden American occupies
125,000 square feet of leased space.  Golden  American's New York  subsidiary is
housed in leased  space in New York,  New York.  The  Companies  intend to spend
approximately $4.0 million on capital needs during the remainder of 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 any 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  the  Companies  have total  adjusted  capital well above all
required capital levels.

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

On June 30, 2000,  effective  January 1, 2000,  Golden  American  entered into a
modified  coinsurance  agreement with Equitable  Life, 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 $25  million
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.


                                       18
<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
March 31, 2001 levels,  variable separate account funds,  which represent 87% 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 March 31, 2001 levels, the remaining 13% 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. The April market rebound partially offset March's year-to-date lower than
expected separate account returns,  so that on a total year-to-date basis, April
separate  account returns are still lower than expected  returns.  The estimated
net effect of the April market  rebound would  indicate a normalized  net income
for the first  quarter of 2001 of  approximately  8% higher  than  actual  first
quarter net income. The corresponding  estimated net effect on the balance sheet
would be an increase of  approximately  $840  million of both  separate  account
assets and liabilities.


                                       19
<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.




                                       20
<PAGE>


PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION.

PRODUCTS

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

Variable and fixed insurance products currently offered by the Companies include
seven variable annuity products and two fixed annuity products.  During the year
2001, First Golden began selling two fixed insurance products, FGA New York Flex
and FGA New York MYGA. Beginning May 1, 2001, Golden American will begin selling
a new variable insurance product called Landmark.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

A list of  exhibits  included as part of this report is set forth in the Exhibit
Index which  immediately  precedes such exhibits and is hereby  incorporated  by
reference herein.

(b) Reports on Form 8-K

None




                                       21
<PAGE>


                                   SIGNATURES


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.



DATE:   May 11, 2001                     GOLDEN AMERICAN LIFE INSURANCE COMPANY





                                         By/s/       Wayne R. Huneke
                                              ----------------------------------
                                         Wayne R. Huneke
                                         Chief Financial Officer and Director
                                         (Principal Financial Officer)


                                         By/s/       Cheryl Price
                                              ----------------------------------
                                         Cheryl Price
                                         Chief Accounting Officer
                                         (Principal Accounting Officer)




                                       22
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-Q
                                                  Three months ended March 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    Page Number
                                                                                                                    -----------
<S>                                                                                                                          <C>
2        PLAN OF ACQUISITION
           (a)     Stock Purchase Agreement dated as of May 3, 1996, between Equitable of Iowa
                   Companies ("Equitable") and Whitewood Properties Corp. (incorporated by reference from
                   Exhibit 2 in Equitable's Form 8-K filed August 28, 1996).............................................     __

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

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


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

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

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

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

4        INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
           (a)     Individual Deferred Combination Variable and Fixed Annuity Contract (incorporated
                   by reference from Exhibit 4(a) to Amendment No. 5 of Registrant's Registration
                   Statement on Form S-1 filed with the SEC on or about April 23, 1999
                   (File No. 333-51353))................................................................................     __

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


</TABLE>
                                                                 23
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-Q
                                                  Three months ended March 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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

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

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

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

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

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


                                                                 24
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-Q
                                                  Three months ended March 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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


          (q)      Death Benefit Endorsement Number 5 (Base Death Benefit) (incorporated by reference from
                   Exhibit 4(s) to Amendment No. 3 to a Registration Statement on Form S-1 filed with the SEC
                   on April 23, 2001 (File No. 333-35592))..............................................................     __

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

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

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

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

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

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


</TABLE>
                                                                 25
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-Q
                                                  Three months ended March 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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


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

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

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

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

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

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

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


                                                                 26
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-Q
                                                  Three months ended March 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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

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


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


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-Q
                                                  Three months ended March 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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


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


                                                                INDEX

                                               Exhibits to Annual Report on Form 10-Q
                                                  Three months ended March 31, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

          (t)      Reinsurance Agreement, dated June 30, 2000, between Golden American Life Insurance
                   Company and Equitable Life Insurance Company of Iowa (incorporated by reference from
                   Exhibit 10(s) to Golden American's Form 10-Q filed with the SEC on August 11, 2000
                   (File No. 33-87272)) ................................................................................     __

          (u)      Renewal of Revolving Note Payable, dated July 31, 2000, between Golden American and
                   SunTrust Bank, Atlanta (incorporated by reference from Exhibit 10(t) to Golden American's
                   Form 10-Q filed with the SEC on August 11, 2000 (File No. 33-87272)) ................................     __
          (v)      Amendment to the Participation Agreement between Golden American and Prudential
                   Series Fund, Inc. (incorporated by reference to Exhibit 10(m) to Amendment No. 10
                   to a Registration Statement on Form S-1 filed with the SEC on December 15, 2000
                   (File No. 333-28765)) ...............................................................................     __

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

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

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




                                                                 29
</TABLE>