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             September 30, 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, 333-52320
                          ------------------------------------------------------
                          333-57212, 333-63694, 333-67660, 333-68138, 333-70602
                          ------------------------------------------------------
                          333-63694, 333-57212
                          --------------------



                     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 November 12, 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 25                                             Page 1 of 83
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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
                                                                September 30, 2001           September 30, 2000
                                                               -------------------------------------------------------
                                                                                 (DOLLARS IN THOUSANDS)
<S>                                                                         <C>                       <C>
   Revenues:
      Annuity and interest sensitive life product charges                   $39,232                    $36,011
      Management fee revenue                                                  6,237                      6,971
      Net investment income                                                  24,249                     16,121
      Realized gains (losses) on investments                                    390                     (1,909)
                                                               -------------------------------------------------------
                                                                             70,108                     57,194

   Insurance  benefits  and  expenses:
      Annuity  and  interest  sensitive  life benefits:
        Interest credited to account balances                                30,772                     47,054
        Guaranteed benefits reserve change                                   23,400                         --
        Benefit claims incurred in excess of account balances                (2,849)                      (159)
      Underwriting, acquisition, and insurance expenses:
        Commissions                                                          52,152                     47,947
        General expenses                                                     27,562                     21,015
        Insurance taxes, state licenses, and fees                             1,502                      1,137
        Policy acquisition costs deferred                                   (35,106)                     9,971
        Amortization:
          Deferred policy acquisition costs                                  10,582                     13,770
          Value of purchased insurance in force                               1,922                        903
          Goodwill                                                              945                        945
        Expense and charges reimbursed under modified
          coinsurance agreements                                            (31,375)                  (104,457)
                                                               -------------------------------------------------------
                                                                             79,507                     38,126
   Interest expense                                                           4,930                      4,861
                                                                -------------------------------------------------------
                                                                             84,437                     42,987
                                                               -------------------------------------------------------
   Income (loss) before income taxes                                        (14,329)                    14,207

   Income taxes                                                              (5,638)                     4,200
                                                               -------------------------------------------------------

   Net income (loss)                                                        $(8,691)                   $10,007
                                                               =======================================================



SEE ACCOMPANYING NOTES

                                                            2
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Condensed Consolidated Statements of Operations (Unaudited):

                                                                       For the Nine                For the Nine
                                                                       Months Ended                Months Ended
                                                                 September 30, 2001          September 30, 2000
                                                               -------------------------------------------------------
                                                                                 (DOLLARS IN THOUSANDS)
<S>                                                                        <C>                        <C>
   Revenues:
      Annuity and interest sensitive life product charges                  $117,308                   $103,923
      Management fee revenue                                                 18,675                     16,827
      Net investment income                                                  67,020                     47,896
      Realized losses on investments                                         (1,529)                    (4,546)
                                                               -------------------------------------------------------
                                                                            201,474                    164,100

   Insurance  benefits  and  expenses:
      Annuity and interest sensitive life benefits:
        Interest credited to account balances                               124,061                    146,672
        Guaranteed benefits reserve change                                   16,615                         --
        Benefit claims incurred in excess of account balances                (5,557)                     1,680
      Underwriting, acquisition, and insurance expenses:
        Commissions                                                         160,752                    160,105
        General expenses                                                     84,551                     61,194
        Insurance taxes, state licenses, and fees                             5,030                      4,047
        Policy acquisition costs deferred                                   (60,031)                   (87,753)
        Amortization:
          Deferred policy acquisition costs                                  40,214                     49,527
          Value of purchased insurance in force                               4,097                      3,181
          Goodwill                                                            2,834                      2,834
        Expense and charges reimbursed under modified
          coinsurance agreements                                           (194,043)                  (220,249)
                                                               -------------------------------------------------------
                                                                            181,523                    121,238
   Interest expense                                                          14,438                     14,976
                                                               -------------------------------------------------------
                                                                            195,961                    136,214
                                                               -------------------------------------------------------
   Income before income taxes                                                 5,513                     27,886

   Income taxes                                                               2,069                      9,802
                                                               -------------------------------------------------------

   Net income                                                                $3,444                    $18,084
                                                               =======================================================



SEE ACCOMPANYING NOTES

                                                            3
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Condensed Consolidated Balance Sheets:

                                                                                September 30, 2001        December 31, 2000
                                                                              ------------------------------------------------
                                                                                   (UNAUDITED)
ASSETS                                                                           (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                                                  <C>                     <C>
Investments:
  Fixed maturities, available for sale, at fair value
    (cost: 2001 - $1,301,768; 2000 - $798,751)                                        $1,329,414                $792,578
  Equity securities, at fair value (cost: 2001 - $66; 2000 - $8,611)                          52                   6,791
  Mortgage loans on real estate                                                          215,059                  99,916
  Policy loans                                                                            14,454                  13,323
  Short-term investments                                                                      --                  17,102
                                                                              ------------------------------------------------
Total investments                                                                      1,558,979                 929,710

Cash and cash equivalents                                                                272,826                 152,880
Reinsurance recoverable                                                                   21,891                  19,331
Reinsurance recoverable from affiliates                                                   60,500                  14,642
Due from affiliates                                                                           10                  38,786
Accrued investment income                                                                 18,326                   9,606
Deferred policy acquisition costs                                                        635,737                 635,147
Value of purchased insurance in force                                                     17,286                  25,942
Current income taxes recoverable                                                               3                     511
Deferred income tax asset                                                                  4,757                   9,047
Property and equipment, less allowances for depreciation of
  $9,337 in 2001 and $5,638 in 2000                                                       11,248                  14,404
Goodwill, less accumulated amortization of $14,798 in 2001
  and $11,964 in 2000                                                                    136,329                 139,163
Other assets                                                                              48,989                  32,019
Separate account assets                                                                9,244,329               9,831,489
                                                                              ------------------------------------------------
Total assets                                                                         $12,031,210             $11,852,677
                                                                              ================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
  Future policy benefits:
    Annuity and interest sensitive life products                                      $1,667,756              $1,062,891
    Unearned revenue reserve                                                               6,436                   6,817
    Other policy claims and benefits                                                         810                      82
                                                                              ------------------------------------------------
                                                                                       1,675,002               1,069,790

Surplus notes                                                                            245,000                 245,000
Revolving note payable                                                                     1,400                      --
Due to affiliates                                                                          9,429                  19,887
Other liabilities                                                                         95,356                  69,374
Separate account liabilities                                                           9,244,329               9,831,489
                                                                              ------------------------------------------------
                                                                                      11,270,516              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                                                             714,640                 583,640
  Accumulated other comprehensive income (loss)                                            5,067                  (4,046)
  Retained earnings                                                                       38,487                  35,043
                                                                              ------------------------------------------------
Total stockholder's equity                                                               760,694                 617,137
                                                                              ------------------------------------------------
Total liabilities and stockholder's equity                                           $12,031,210             $11,852,677
                                                                              ================================================


SEE ACCOMPANYING NOTES

                                                            4
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Condensed Consolidated Statements of Cash Flows (Unaudited):

                                                                                    For the Nine              For the Nine
                                                                                    Months Ended              Months Ended
                                                                              September 30, 2001        September 30, 2000
                                                                            ----------------------------------------------------
                                                                                            (DOLLARS IN THOUSANDS)

<S>                                                                                  <C>                          <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                                              $190,373                   $142,933

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
   Fixed maturities - available for sale                                                406,428                    158,731
   Equity securities                                                                      6,956                      5,196
   Mortgage loans on real estate                                                        126,940                      5,118
   Policy loans - net                                                                        --                        837
   Short-term investments - net                                                          17,102                     17,880
                                                                            ----------------------------------------------------
                                                                                        557,426                    187,762

Acquisition of investments:
   Fixed maturities - available for sale                                               (910,534)                  (105,606)
   Mortgage loans on real estate                                                       (242,357)                    (9,786)
   Policy loans - net                                                                    (1,131)                        --
                                                                            ----------------------------------------------------
                                                                                     (1,154,022)                  (115,392)
Net purchases of property and equipment                                                    (745)                    (1,898)
Issuance of reciprocal loan agreement receivables                                            --                    (16,900)
Receipt of repayment of reciprocal loan agreement receivables                                --                     16,900
                                                                            ----------------------------------------------------
Net cash provided by (used in) investing activities                                    (597,341)                    70,472

FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement borrowings                                       29,300                    177,900
Repayment of reciprocal loan agreement borrowings                                       (29,300)                  (177,900)
Proceeds from revolving note payable                                                      1,400                     66,100
Repayment of revolving note payable                                                          --                    (67,500)
Receipts from annuity and interest sensitive life
   policies credited to account balances                                              1,074,755                    506,412
Return of account balances on annuity
   and interest sensitive life policies                                                (109,462)                  (126,803)
Net reallocations to separate accounts                                                 (570,779)                  (620,568)
Contribution from parent                                                                131,000                     80,000
                                                                            ----------------------------------------------------
Net cash provided by (used in) financing activities                                     526,914                   (162,359)
                                                                            ----------------------------------------------------

Increase in cash and cash equivalents                                                   119,946                     51,046

Cash and cash equivalents at beginning of period                                        152,880                     76,690
                                                                            ----------------------------------------------------

Cash and cash equivalents at end of period                                             $272,826                   $127,736
                                                                            ====================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
     Interest                                                                           $14,949                    $18,068
     Taxes                                                                                   $1                        $28


SEE ACCOMPANYING NOTES

                                                            5
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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 nine months ended September 30, 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


                                       6
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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.

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

STATUTORY
Net  loss for  Golden  American  as  determined  in  accordance  with  statutory
accounting  practices was  $206,801,000 and $6,017,000 for the nine months ended
September 30, 2001 and 2000,  respectively.  Total statutory capital and surplus
was $323,288,000 at September 30, 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 prior period financial  statements have been reclassified
to conform to the September 30, 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 third  quarters of 2001 and 2000,  total  comprehensive
income (loss) for the Companies  amounted to $(4.8)  million and $14.8  million,
respectively,  and $12.6  million and $21.8  million  for the nine months  ended
September 30, 2001 and 2000,  respectively.  Other  comprehensive  income (loss)
excludes  net  investment  gains  (losses)  included in net income  which merely
represent transfers from unrealized to realized gains and losses.  These amounts
totaled  $231,000  and  $(834,000)  during the third  quarters of 2001 and 2000,
respectively, and $45,000 and $(1.4) million for the nine months ended September
30, 2001 and 2000, respectively.  Such amounts, which have been measured through
the date of sale,  are net of  income  taxes  and  adjustments  for the value of
purchased  insurance in force and deferred  policy  acquisition  costs  totaling
$160,000 and $(1,080,000) for the third quarters of 2001 and 2000, respectively,
and $56,000 and  $(3,121,000)  for the nine months ended  September 30, 2001 and
2000, respectively.

NOTE 3 -- INVESTMENTS

INVESTMENT  DIVERSIFICATIONS:  The Companies' investment policies related to the
investment  portfolio  require  diversification  by  asset  type,  company,  and
industry  and set limits on the amount  which can be invested  in an  individual
issuer.  Such  policies  are at  least as  restrictive  as  those  set  forth by
regulatory  authorities.   The  following  percentages  relate  to  holdings  at
September 30, 2001 and December 31, 2000. Fixed maturities included  investments
in basic  industrials (63% in 2001, 29% in 2000),  conventional  mortgage-backed
securities (10% in 2001, 20% in 2000),  financial  companies (8% in 2001, 14% in
2000),  and other  asset-backed  securities (1% in 2001, 20% in 2000).  Mortgage
loans  on  real  estate  have  been  analyzed  by  geographical   location  with
concentrations  by state  identified  as Ohio  (20% in 2001 and 4% in 2000)  and
California (15% in 2001 and 15% in 2000).  There are no other  concentrations of
mortgage  loans on real estate in any state  exceeding  ten percent at September
30, 2001.  Mortgage  loans on real estate have also been  analyzed by collateral


                                       7
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type with significant concentrations identified in office buildings (22% in 2001
and 29% in 2000),  industrial  buildings  (18% in 2001 and 11% in 2000),  retail
facilities (20% in 2001 and 18% in 2000),  and  multi-family  apartments (36% in
2001 and 10% in 2000).

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 nine months of 2001, Golden
American  determined  that the  carrying  value  of four  bonds  exceeded  their
estimated  net  realizable  value.  As a result,  during the nine  months  ended
September  30,  2001,  Golden  American  recognized  a  total  pre-tax  loss  of
$1,279,000  to reduce  the  carrying  value of the bonds to their  combined  net
realizable value of $565,000.

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
September 30, 2001, the Companies did not utilize any such derivatives.

The  estimated  fair  values and  carrying  amounts of the  Companies'  embedded
derivatives  at September  30, 2001 were $0, net of  reinsurance.  The estimated
fair values and carrying amounts of the embedded  derivatives on a direct basis,
before reinsurance, were $4.9 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  $51,551,000 and $159,949,000 in the
third quarter and the first nine months of 2001,  respectively  ($47,073,000 and
$156,325,000, respectively, for the same periods of 2000).

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 third quarter and nine months
ended September 30, 2001, the fee was $5,749,000 and  $17,282,000,  respectively
($6,521,000 and $15,579,000, respectively, for the same periods of 2000).

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
third quarter and the first nine months of 2001, the Companies  incurred fees of
$1,204,000 and  $2,905,000,  respectively,  under this  agreement  ($596,000 and
$1,870,000, respectively, for the same periods of 2000).

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


                                       8
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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.  For the nine months ended  September 30, 2001 and 2000,
Golden American incurred a fee of $12,000 and $7,000,  respectively,  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 $1,360,000 and $4,079,000 for the
third quarter and nine months ended September 30, 2001, respectively ($1,534,000
and $4,810,000, respectively, for the same periods of 2000).

The Companies have a service  agreement  with Equitable Life in which  Equitable
Life  provides  administrative  and  financial  related  services.   Under  this
agreement with Equitable  Life, the Companies  incurred  expenses of $80,000 and
$232,000  for the third  quarter  and nine  months  ended  September  30,  2001,
respectively  ($339,000 and  $1,006,000,  respectively,  for the same periods in
2000).

During 2001, the State of Delaware Insurance Department approved expense sharing
agreements with ING America Insurance Holdings for  administrative,  management,
financial,  and information technology services. Under these agreements with ING
America Insurance  Holdings,  Golden American incurred expenses of $20.7 million
for the nine months ended September 30, 2001.

First  Golden  provides  resources  and  services  to DSI.  Revenues  for  these
services,  which reduced  general  expenses  incurred by First  Golden,  totaled
$5,000 and $139,000 for the third  quarter and nine months ended  September  30,
2001, respectively ($54,000 and $162,000,  respectively, for the same periods in
2000).

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 $0 and  $478,000  for the third
quarter and nine months ended  September  30, 2001,  respectively  ($117,000 and
$387,000, respectively, for the same periods in 2000).

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 $93,000 and $292,000 for
the third  quarter  and nine  months  ended  September  30,  2001,  respectively
($145,000 and $463,000, respectively, for the same periods in 2000).

Golden  American  provides  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 $112,000 and $245,000 for
the third  quarter  and nine  months  ended  September  30,  2001,  respectively
($65,000 and $173,000, respectively, for the same periods in 2000).

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  $34,000 and $97,000 for the third
quarter and nine months  ended  September  30, 2001,  respectively  ($26,000 and
$78,000, respectively, for the same periods in 2000).

For  the  third  quarter  of  2001,  the  Companies  received  premiums,  net of
reinsurance, for variable products sold through eight affiliates,  Locust Street
Securities,  Inc.  ("LSSI"),  Vestax  Securities  Corporation  ("Vestax"),  DSI,
Multi-Financial   Securities   Corporation   ("Multi-Financial"),   IFG  Network
Securities,  Inc.  ("IFG"),  Washington  Square  Securities,  Inc.  ("Washington
Square"),  PrimeVest Financial  ("PrimeVest"),  and Compulife Investor Services,
Inc.  ("Compulife") of $28.8 million,  $8.7 million, $0.2 million, $6.6 million,
$3.1 million,  $25.0 million, $9.8 million and $1.5 million,  respectively ($6.0
million,  $0.7  million,  $0,  $2.1  million,  $2.7  million,  $0,  $0,  and $0,
respectively,  for the same period of 2000).  For the first nine months of 2001,
the Companies received  premiums,  net of reinsurance for variable products sold
through eight affiliates,  LSSI, Vestax, DSI,  Multi-Financial,  IFG, Washington
Square,  PrimeVest, and Compulife of $66.7 million, $21.6 million, $0.6 million,
$15.6 million,  $8.6 million,  $53.9 million,  $20.7 million,  and $5.3 million,


                                       9
<PAGE>


respectively ($73.0 million,  $29.0 million, $0.8 million,  $23.2 million, $11.0
million, $0, $0, and $0, respectively, for the same period of 2000).

For the third  quarter and nine months ended  September  30, 2001,  First Golden
received premiums for fixed annuities products sold through Washington Square of
approximately $0.3 million and $0.8 million, respectively.

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  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 $31.6  million and $192.5  million for the third  quarter and the
nine months ended  September 30, 2001,  respectively  ($102.9 million and $214.7
million for the same periods in 2000). This was offset by a decrease in deferred
acquisition  costs of $50.1 million and $210.9  million,  respectively,  for the
third quarter and the nine months ended  September 30, 2001 ($103.7  million and
$213.0  million for the same  periods in 2000).  At September  30, 2001,  Golden
American had a receivable  from Equitable Life of $1.9 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 minimum
guaranteed  death benefits and minimum  guaranteed  living  benefits of variable
annuities  issued after  January 1, 2000.  An  irrevocable  letter of credit was
obtained through Bank of New York in the amount of $60.0 million related to this
agreement.  Under  this  agreement,   Golden  American  recorded  a  reinsurance
recoverable  of $60.5  million  and $14.6  million  at  September  30,  2001 and
December 31, 2000, respectively.

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 $0 and
$91,000 for the third quarters of 2001 and 2000,  respectively,  and $25,000 and
$427,000 for the nine months ended September 30, 2001 and 2000, respectively. At
September 30, 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
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  $1,031,000  and
$1,020,000 for the third quarters of 2001 and 2000, respectively, and $3,059,000
and  $3,076,000  for  the  nine  months  ended  September  30,  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
$704,000 and $696,000 for the third quarters of 2001 and 2000, respectively, and
$2,089,000  and  $2,271,000  for  the  first  nine  months  of  2001  and  2000,
respectively.


                                       10
<PAGE>


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 $1,465,000 and $1,449,000 for the third quarters of
2001 and 2000,  respectively,  and  $4,347,000 and $4,355,000 for the first nine
months of 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 $1,096,000 and $1,088,000 for the third quarters of
2001 and 2000,  respectively,  and  $3,254,000 and $3,263,000 for the first nine
months of 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 third
quarters  of 2001 and 2000,  respectively,  and  $1,547,000  for the first  nine
months of 2001 and 2000, respectively.

STOCKHOLDER'S  EQUITY:  During the third  quarter  and the first nine  months of
2001,  Golden  American  received  capital  contributions  from  its  Parent  of
$124,000,000 and $131,000,000,  respectively ($0 and $80,000,000,  respectively,
for the same periods in 2000).

NOTE 6 -- COMMITMENTS AND CONTINGENCIES

REINSURANCE:  At September 30, 2001, the Companies had reinsurance treaties with
five  unaffiliated   reinsurers  and  three  affiliated  reinsurers  covering  a
significant  portion of the minimum  guaranteed  death and living benefits under
its variable  contracts as of September 30, 2001. Golden American remains liable
to the extent its reinsurers do not meet their obligations under the reinsurance
agreements.

At September 30, 2001 and December 31, 2000,  the Companies had net  receivables
of $82,391,000 and $33,973,000,  respectively,  for reinsurance claims,  reserve
credits, or other receivables from these reinsurers.  These net receivables were
comprised of $2,955,000 and  $1,820,000,  respectively,  for claims  recoverable
from  reinsurers,  $4,024,000 and  $4,007,000,  respectively,  for a payable for
reinsurance  premiums,  $60,500,000 and $14,642,000,  respectively,  for reserve
credits, and $22,960,000 and $21,518,000, respectively, for a receivable from an
unaffiliated  reinsurer.  Included in the accompanying  financial statements are
net considerations to reinsurers of $8,593,000 for the third quarter of 2001 and
$21,211,000  for the  first  nine  months of 2001  compared  to  $6,564,000  and
$14,472,000  for the same  periods in 2000.  Also  included in the  accompanying
financial  statements  are net  policy  benefits  of  $13,314,000  for the third
quarter of 2001 and  $25,091,000  for the first nine months of 2001  compared to
$1,122,000 and $2,957,000 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  after
January 1, 2000,  excluding those with an interest rate guarantee.  For the nine
months ended September 30, 2001, Golden American had received a total settlement
of $192.5 million under this agreement,  compared to $214.7 million for the same
period in 2000. The carrying value of the separate account  liabilities  covered
under this  agreement  represent  26.3% of total  separate  account  liabilities
outstanding  at  September  30, 2001,  compared to 17.1% at September  30, 2000.
Golden  American  remains liable to the extent  Equitable Life does not meet its


                                       11
<PAGE>


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 minimum
guaranteed  death benefits and minimum  guaranteed  living  benefits of variable
annuities  issued after  January 1, 2000.  An  irrevocable  letter of credit was
obtained  through Bank of New York in the amount of $60,000,000  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 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 September 30, 2001, outstanding commitments to fund
mortgage loans totaled  $35,000,000.  There were no  outstanding  commitments to
fund mortgage loans at December 31, 2000.

GUARANTY FUND  ASSESSMENTS:  Assessments are levied on the Companies by life and
health guaranty  associations in most states in which the Companies are licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In some
states,  these assessments can be partially 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.  The Companies charged
to expense  $2,000 in guaranteed  fund  assessments  in the first nine months of
2001 and 2000. At September 30, 2001 and December 31, 2000,  the Companies  have
an undiscounted  reserve  $2,430,000 to cover 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 September  30, 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 and fixed insurance  products and associated future policy benefits and
separate account  liabilities.  Substantial  changes in tax laws that would make
these products less attractive to consumers and extreme fluctuations in interest
rates or stock market returns,  which may result in higher lapse experience than
assumed, could cause a severe impact on the Companies' financial condition.  One
broker/dealer generated 10% of the Companies' net sales during the third quarter
of  2001  (27%  by  two   broker/dealers  in  the  same  period  of  2000).  One
broker/dealer  generated 10% of the  Companies'  net sales during the first nine
months  of 2001 (12% by one  broker/dealer  in the same  period  of  2000).  The
Premium Plus product  generated 47% and 50% of the  Companies'  sales during the
third quarter of 2001 and the first nine months of 2001 (73% and 74% in the same
periods of 2000). The ES II product generated 16% of the Companies' sales during
the third and the first nine  months of 2001 (12% in the same  periods of 2000).
The Guarantee product,  introduced in the fourth quarter of 2000,  generated 11%
and 16% of the  Companies'  sales  during the third  quarter  and the first nine
months of 2001.


                                       12
<PAGE>


REVOLVING  NOTE  PAYABLE:  To  enhance  short-term   liquidity,   the  Companies
established  revolving  notes payable with SunTrust Bank,  Atlanta (the "Bank").
These  revolving  notes  payable were amended and restated in April 2001 with an
expiration  date of May 31,  2002.  The  note  was  approved  by the  Boards  of
Directors of Golden  American  and First Golden on August 5, 1998 and  September
29, 1998,  respectively.  The total amount the Companies may have outstanding is
$85,000,000,  of which Golden American and First Golden have  individual  credit
sublimits  of  $75,000,000  and  $10,000,000,  respectively.  The  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 third
quarters  ended  September 30, 2001 and 2000,  the Companies  incurred  interest
expense of $118,000 and $0, respectively. During the nine months ended September
30, 2001 and 2000,  the  Companies  incurred  interest  expense of $117,000  and
$36,000,  respectively.  At  September  30,  2001 and  December  31,  2000,  the
Companies  had  borrowings  of  $1,400,000  and $0,  respectively,  under  these
agreements.

NOTE 7 -- MERGER OF FIRST GOLDEN WITH RELIASTAR LIFE INSURANCE COMPANY OF
NEW YORK

On September 25, 2001, the Board of Directors of First Golden approved a plan of
merger to merge First Golden into ReliaStar  Life Insurance  Company of New York
("ReliaStar  of NY").  The merger is  anticipated  to be effective on January 1,
2002 (the "merger date"), subject to the approval of the Insurance Department of
the State of New York, which has the discretion,  as deemed necessary, to hold a
public hearing with regard to the merger. If approved, on the merger date, First
Golden will cease to exist and will be succeeded by ReliaStar of NY.

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 the financial
condition and liquidity and capital resources is 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
Nine Months ended September 30                     2001             Change               Change                  2000
----------------------------------------------------------------------------------------------------------------------------
                                                                        (DOLLARS IN MILLIONS)
<S>                                              <C>                   <C>                <C>                 <C>
Variable annuity premiums:
  Separate account                                 $303.9              (55.5)%            $(378.8)              $682.7
  Fixed account                                   1,043.1              107.3                539.9                503.2
                                         -----------------------------------------------------------------------------------
Total variable annuity premiums                   1,347.0               13.6                161.1              1,185.9
Fixed annuity premiums                                1.9                 --                  1.9                   --
Variable life premiums                                1.1              (26.7)                (0.4)                 1.5
                                         -----------------------------------------------------------------------------------
Total premiums                                   $1,350.0               13.7%              $162.6             $1,187.4
                                         ===================================================================================
</TABLE>


                                       13
<PAGE>

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

Variable  annuity  premiums net of reinsurance  increased 13.6% during the first
nine  months of 2001  compared  to the same  period of 2000.  This  increase  is
primarily  due to sales of the  Guarantee  product,  a registered  fixed annuity
product  introduced in the last quarter of 2000.  Sales for this product totaled
$463.0  million  in the first  nine  months of 2001.  Also  contributing  to the
increase is a decline of $0.1 billion in ceded variable annuity separate account
premiums to $1.6  billion for the first nine months of 2000.  This is mainly due
to the effects of modified coinsurance agreements. Offsetting these increases is
a reduction of $574.4 million in the sales of variable  annuity separate account
products  in the first nine  months of 2001 as compared to the first nine months
of 2000.

During the first nine  months of 2001,  First  Golden  began  selling  two fixed
annuity products, a Flex Annuity and a 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 nine  months
ended  September  30, 2001  totaled  $132.8  million,  or 10% of total  premiums
($139.3 million, or 12% from a significant  broker/dealer for the same period in
2000).  Gross  premiums for variable  products from a significant  broker/dealer
having at least ten percent of total sales for the nine months  ended  September
30,  2001,  totaled  $313.2  million,  or 11% of total  gross  premiums  ($659.9
million,  or 22%,  from two  significant  broker/dealers  for the same period in
2000).

REVENUES
<TABLE>
<CAPTION>

                                                                      Percentage       Dollar
Nine Months ended September 30                     2001                 Change         Change              2000
----------------------------------------------------------------------------------------------------------------------------
                                                                         (DOLLARS IN MILLIONS)
<S>                                                <C>                   <C>             <C>               <C>
Annuity and interest sensitive
  life product charges                             $117.3                 12.9%          $13.4             $103.9
Management fee revenue                               18.7                 11.0             1.9               16.8
Net investment income                                67.0                 39.9            19.1               47.9
Realized losses on investments                       (1.5)               (66.4)            3.0               (4.5)
                                          ----------------------------------------------------------------------------------
                                                   $201.5                 22.8%          $37.4             $164.1
                                          ==================================================================================
</TABLE>

Total  revenues  increased  22.8% in the first nine months of 2001 from the same
period in 2000.  Annuity and interest  sensitive life product charges  increased
12.9% in the first nine  months 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.

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 $17.3 million and $15.6 million for the first nine months of 2001
and 2000,  respectively.  This increase was due to the increasing average assets
in the variable separate accounts.

Net investment  income increased 39.9% in the first nine months of 2001 due to a
growth in invested assets during 2001 mainly related to the  introduction of the
Guarantee product. The Companies had $1.5 million of realized losses on the sale
of  investments  in the first nine  months of 2001,  compared  to losses of $4.5
million in the same period of 2000.

EXPENSES

Total  insurance  benefits and expenses  increased  $60.3 million,  or 49.2%, to
$181.5  million in the first nine  months of 2001 from the same  period in 2000.
Interest  credited to account  balances  decreased  $22.6 million,  or 15.4%, to
$124.1  million  in the first nine  months of 2001.  The  premium  credit on the


                                       14
<PAGE>


Premium Plus product  decreased  $31.7 million to $73.9 million at September 30,
2001  due to a  decrease  in  variable  annuity  sales of the  separate  account
product.  This decrease was partially offset by an increase in interest credited
due to higher average  account  balances  associated  with the Companies'  fixed
account options,  mainly due to the introduction of the Guarantee product in the
fourth quarter of 2000.

The  guaranteed  benefits  reserve  change was $19.6 million for the nine months
ended September 30, 2001 mainly due to the downturn in the equity markets.

Commissions  were nearly unchanged from September 30, 2000 at $160.8 million for
the nine months ended  September 30, 2001.  This is consistent  with  relatively
stable gross  premiums for the nine months  ended  September  30, 2001 and 2000,
despite a change in the product sales mix. Insurance taxes, state licenses,  and
fees increased $1.0 million,  or 24.3%, to $5.0 million in the first nine 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 fixed
and variable product sales. Most costs incurred as the result of sales have been
deferred, thus having very little impact on current earnings.

General  expenses  increased  $23.4 million,  or 38.2%,  to $84.6 million in the
first  nine  months of 2001.  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.  Contributing to this increase in general  expenses
are  additional  cost  allocations  during  the first nine  months of 2001.  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 nine months of 2001 and 2000, the value of purchased  insurance
in force  ("VPIF")  was  adjusted to increase  amortization  by  $1,116,000  and
$687,000,  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 September 30, 2001 is $0.8
million for the remainder of 2001,  $2.9 million in 2002,  $2.7 million in 2003,
$2.4  million in 2004,  $1.9 million in 2005,  and $1.4 million in 2006.  Actual
amortization may vary based upon changes in assumptions and experience.

Amortization  of deferred  policy  acquisition  costs  ("DPAC")  decreased  $9.3
million,  or  18.8%,  in the first  nine  months of 2001.  The  decrease  in the
amortization  was mainly due to an increase in the amount of deferred costs that
have been offset due to the modified  coinsurance  agreement entered into during
the second quarter of 2000.  Deferred policy  acquisition  costs decreased $27.7
million,  or 31.6%, for the nine months ended September 30, 2001. The decline in
the deferred policy  acquisition costs was mainly due to a lower deferral of the
premium credit on the Premium Plus product.

Expenses and charges  reimbursed to Golden  American under modified  coinsurance
agreements  decreased  from $220.2  million for the first nine months in 2000 to
$194.0  million  during the first nine  months in 2001.  This  reimbursement  is
primarily due to a modified coinsurance  agreement which was entered into during
the second  quarter of 2000,  with  Equitable  Life,  an  affiliate,  covering a
considerable  portion  of Golden  American's  variable  annuities  issued  after
January 1, 2000,  excluding  those with an interest rate  guarantee.  Under this
reinsurance  agreement,  $192.5  million and $214.7 in expenses and charges were
reimbursed  during the first nine  months of 2001 and 2000,  respectively.  This
reimbursement  offset deferred policy acquisition costs and non-deferrable costs
related to policies reinsured under this agreement.

Interest expense decreased 3.6%, or $0.5 million,  to $14.4 million in the first
nine  months of 2001.  Interest  expense on a $25  million  surplus  note issued
December  1996 and  expiring  December  2026 was $1.5 million for the first nine
months of 2001 and 2000.  Interest  expense on a $60 million surplus note issued
in December 1998 and expiring  December 2028 was $3.3 million for the first nine
months of 2001 and 2000, respectively. Interest expense on a $75 million surplus
note, issued September 1999 and expiring September 2029 was $4.4 million for the
first  nine  months of 2001 and 2000,  respectively.  Interest  expense on a $50
million surplus note,  issued December 1999 and expiring  December 2029 was $3.1


                                       15
<PAGE>


million  for the first nine months of 2001 and 2000.  Interest  expense on a $35
million  surplus note issued  December 1999 and expiring  December 2029 was $2.1
million  for the first  nine  months of 2001 and $2.3  million  in 2000.  Golden
American  also paid  $25,000  in 2001 and $0.4  million  in 2000 to ING  America
Insurance  Holdings,  Inc.  ("ING  AIH")  for  interest  on  a  reciprocal  loan
agreement.  Interest  expense on a revolving  note payable with  SunTrust  Bank,
Atlanta  was  $117,000  and  $36,000 for the first nine months of 2001 and 2000,
respectively.

INCOME

Net income was $3.4  million  for the first nine  months of 2001,  a decrease of
$14.7 million, or 81.0% from the same period of 2000.

Comprehensive  income for the first  nine  months of 2001 was $12.6  million,  a
decrease of $9.2 million from comprehensive  income of $21.8 million in the same
period of 2000.

Net loss on a  statutory  basis was $206.8  million and $6.0 for the nine months
ended September 30, 2001 and 2000, respectively.  This decrease is mainly due to
increased reserves related to the downturn in the equity markets.

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

INVESTMENTS

The  financial  statement  carrying  value  and  amortized  cost  basis  of  the
Companies' total investments increased 76.5% and 72.4%, respectively, during the
first  nine  months  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 the  Guarantee  product.  The  Companies  manage  the growth of
insurance  operations in order to maintain  adequate capital ratios.  To support
the fixed account options of the Companies'  insurance  products,  cash flow was
invested primarily in fixed maturities and mortgage loans on real estate.

At September 30, 2001, the Companies had no investments in default. At September
30, 2001, the Companies' investments had a yield of 6.3%. The Companies estimate
the  total  investment  portfolio,  excluding  policy  loans,  had a fair  value
approximately equal to 102.1% of amortized cost value at September 30, 2001.

FIXED MATURITIES: At September 30, 2001, the Companies had fixed maturities with
an amortized  cost and an estimated  fair value of $1.3  billion.  The Companies
classify 100% of securities as available for sale. Net  unrealized  appreciation
of fixed  maturities  of $27.6 million was  comprised of gross  appreciation  of
$36.1 million and gross  depreciation  of $8.5 million.  Net unrealized  holding
gains on these  securities,  net of  adjustments  for VPIF,  DPAC,  and deferred
income taxes of $5.1 million, were included in stockholder's equity at September
30, 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")  ($593.0
million or  45.6%),  that are rated  BBB+ to BBB- by  Standard & Poor's  ($297.7
million or 22.9%),  and below investment grade securities,  which are securities
issued by corporations that are rated BB+ and lower by Standard & Poor's ($105.0
million  or 8.0%).  Securities  not rated by  Standard  & Poor's  had a National
Association of Insurance  Commissioners  ("NAIC")  rating of 1, 2, 3, 4, 5, or 6
($306.1 million or 23.5%).  The Companies' fixed maturity  investment  portfolio
had a combined yield at amortized cost of 6.7% at September 30, 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  September  30,  2001,  the  amortized  cost  value of the  Companies'  total
investments in below  investment  grade  securities,  excluding  mortgage-backed
securities,  was $98.1 million, or 5.6%, of the Companies' investment portfolio.
The Companies do not expect the  percentage  of the portfolio  invested in below


                                       16
<PAGE>


investment grade securities, excluding mortgage-backed securities, to exceed 10%
of the investment portfolio.  At September 30, 2001, the yield at amortized cost
on the Companies' below investment grade portfolio was 8.5% compared to 6.8% for
the Companies' investment grade corporate bond portfolio. The Companies estimate
the fair value of the below  investment  grade  portfolio was $92.5 million,  or
94.3% of amortized cost value, at September 30, 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 nine months of 2001, fixed  maturities  designated as available
for sale with a combined  amortized cost of $406.3 million were sold, called, or
repaid by their  issuers.  In total,  net pre-tax gains from sales,  calls,  and
repayments of fixed maturity  investments  amounted to $1.4 million in the first
nine months of 2001.

During  the first  nine  months of 2001,  Golden  American  determined  that the
carrying value of four impaired  bonds  exceeded their  estimated net realizable
value. As a result,  at September 30, 2001,  Golden American  recognized a total
pre-tax loss of  approximately  $1,279,000  to reduce the carrying  value of the
bonds to their net realizable value of $565,000.

EQUITY  SECURITIES:  Equity securities with a cost of $8.6 million were redeemed
during  the first  nine  months of 2001  resulting  in a  realized  loss of $1.6
million.  At September 30, 2001, the Companies  owned equity  securities  with a
cost of $66,000.

MORTGAGE LOANS ON REAL ESTATE:  Mortgage loans on real estate represent 12.3% of
the Companies' investment  portfolio.  Mortgages outstanding were $215.1 million
at  September  30,  2001 with an  estimated  fair value of $223.8  million.  The
Companies'  mortgage  loan  portfolio  includes 79 loans with an average size of
$2.7 million. The Companies' mortgage loans on real estate are typically secured
by  occupied  buildings  in major  metropolitan  locations  and not  speculative
developments,  and they  are  diversified  by type of  property  and  geographic
location.  Mortgage  loans on real  estate have been  analyzed  by  geographical
location with  concentrations by state identified as Ohio (20% in 2001 and 4% in
2000)  and  California  (15% in 2001 and 15% in  2000).  Mortgage  loans on real
estate  have  also  been   analyzed   by   collateral   type  with   significant
concentrations  identified  in office  buildings  (22% in 2001 and 29% in 2000),
industrial  buildings (18% in 2001 and 11% in 2000),  retail  facilities (20% in
2001  and 18% in  2000),  and  multi-family  apartments  (36% in 2001 and 10% in
2000).  At  September  30,  2001,  the  yield on the  Companies'  mortgage  loan
portfolio was 7.0%.

At September 30, 2001, no mortgage loan on real estate was delinquent by 90 days
or more. The Companies' loan  investment  strategy is consistent with other life
insurance  subsidiaries  of  ING  in  the  United  States.  The  Companies  have
experienced a historically low default rate in their mortgage loan portfolios.


                                       17
<PAGE>


OTHER ASSETS

Reinsurance recoverables increased $48.4 million during the first nine months of
2001, due largely to an increase of $45.9 million in  reinsurance  reserves from
the intercompany reinsurance agreement between Golden American and Security Life
of Denver  International  Limited.  On December 28, 2000,  effective  January 1,
2000, Golden American entered into a reinsurance agreement with Security Life of
Denver  International  Limited, an affiliate,  covering variable annuity minimum
guaranteed  death  benefits and minimum  guaranteed  living  benefits.  Negative
equity  market  returns  during  2001  led to the  increase  in the  reinsurance
reserves under this agreement.

Amounts due from affiliates were $10,000 and $38.8 million at September 30, 2001
and December 31, 2000,  respectively.  At December 31, 2000, the Companies had a
receivable of $35.0 million related to a capital  contribution  from its Parent,
EIC.

DPAC  represents  certain  deferred  costs  of  acquiring   insurance  business,
principally  first year commissions and interest bonuses,  premium credits,  and
other expenses related to the production of business after the merger of EIC and
its  subsidiaries  with ING on October 24, 1997,  (the "ING 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 September 30, 2001,  the Companies had
DPAC and VPIF balances of $635.7 million and $17.3 million, respectively. During
2001 and 2000,  the  amount of direct  policy  acquisition  costs  deferred  was
reduced due to the effects of expenses reimbursed under the modified coinsurance
agreement.  During the first nine months of 2001 and 2000,  VPIF was adjusted to
increase  amortization by $1,116,000 and by $687,000,  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 September 30,
2001 was $14.8 million.

Other assets  increased $17.0 million from December 31, 2000, due to an increase
of $13.0 million in receivable for unsettled investment transactions.

At September 30, 2001, the Companies had $9.2 billion of separate account assets
compared to $9.8 billion at December 31, 2000. Net contributions to the separate
account were more than offset by a decrease in separate account assets resulting
from the negative equity market returns.

At  September  30,  2001,  the  Companies  had total  assets  of $12.0  billion,
relatively unchanged from December 31, 2000.

LIABILITIES

Future  policy  benefits  for  annuity  and  interest  sensitive  life  products
increased $604.9 million,  or 56.9%, to $1.7 billion reflecting net sales of the
Companies'  fixed  account  options,  net of transfers  to the separate  account
options at September 30, 2001.

Separate account  liabilities  decreased $587.2 million, or 6.0% to $9.2 billion
at September 30, 2001. Net  contributions to the separate account were more than
offset by a decrease in separate account liabilities resulting from the negative
equity market returns.

On December 30, 1999, Golden American issued a $50 million,  8.179% surplus note
to Equitable  Life,  which  matures on December  29, 2029.  On December 8, 1999,
Golden  American  issued a $35 million,  7.979% surplus note to First  Columbine
Life  Insurance  Company,  an  affiliate,  which matures on December 7, 2029. On
September 30, 1999, Golden American issued a $75 million,  7.75% surplus note to


                                       18
<PAGE>


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  $10.5  million or 52.6% to $9.4  million
during the first nine  months of 2001.  This is mainly due to the  partial  cash
settlement of a liability for the modified coinsurance  agreement with Equitable
Life.

Other  liabilities  increased $26.0 million or 37.5% to $95.4 million during the
first nine months of 2001 due to the  increase  in the  payable  for  securities
purchased.

The Companies' total  liabilities  increased $35.0 million during the first nine
months 2001 and totaled $11.3 billion at September 30, 2001.

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

STOCKHOLDER'S EQUITY

Additional  paid-in capital  increased $131.0 million or 22.4% from December 31,
2000 due to capital contributions from the Parent.

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,  product
charges,  investment income, sales and maturities of 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 $190.4 million in the first nine
months of 2001 compared to net cash  provided by operating  activities of $142.9
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.  For the nine months ended
September 30, 2001 and 2000,  negative  operating cash flows have been offset by
the effects of a modified  coinsurance  agreement entered into during the second
quarter of 2000 with Equitable  Life.  This resulted in a net cash settlement of
$192.5  million  in the first nine  months of 2001.  For the nine  months  ended
September 30, 2000, this modified  coinsurance resulted in a net cash settlement
of  $214.7  million.  Contributing  to the  increase  in net  cash  provided  by
operating activities for the first nine months of 2001 as compared to 2000 is an
increase in reserves for guaranteed  benefits due to the negative  equity market
returns.

Net cash used in investing  activities  was $597.3 million during the first nine
months of 2001  compared to net cash  provided by investing  activities of $70.5
million  in the same  period  of 2000.  This  increase  in the net cash  used in
investing  activities is primarily due to net purchases of fixed  maturities and
mortgage  loans on real  estate  during the first nine months of 2001 versus net
sales in 2000. Net purchases of fixed  maturities  reached $504.1 million during
the first  nine  months of 2001  versus  net sales of $53.1  million in the same
period of 2000.  Net purchases of mortgage  loans on real estate  reached $115.4
million in the first nine months of 2001 versus net  purchases  of $4.7  million
during the same period in 2000. These investment purchases were mainly due to an
increase in sales of the Companies  fixed account  options,  primarily  from the
introduction of the Guarantee product in the fourth quarter of 2000.


                                       19
<PAGE>


Net cash provided by financing  activities  was $526.9  million during the first
nine months of 2001 compared to net cash used in financing  activities of $162.4
million  during the same period in 2000.  In the first nine months of 2001,  net
cash  provided by  financing  activities  was  positively  impacted by net fixed
account deposits of $965.3 million compared to $379.6 million in the same period
of 2000 primarily due to the introduction of the Guarantee product in the fourth
quarter  of 2000.  In  addition,  there was a decrease  of $49.8  million in net
reallocations to separate  accounts.  In the first nine months of 2001, net cash
provided by financing  activities was also positively impacted by an increase in
capital contributions from the Parent. The Companies received $131.0 million and
$80.0 million of capital  contributions from the Parent in the first nine months
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.  This  revolving  note payable was
amended and  restated  in April 2001 with an  expiration  date of May 31,  2002.
Management  believes  that these  sources of liquidity  are adequate to meet the
Companies' short-term cash obligations.

Based on current  trends,  the  Companies  expect to continue to use net cash in
operating  activities before reinsurance.  It is anticipated that a continuation
of capital  contributions  from the Parent,  the issuance of additional  surplus
notes,  and/or the use of modified  coinsurance  agreements will cover these net
cash outflows.  ING AIH is committed to the sustained growth of Golden American.
During 2001,  ING AIH will  maintain  Golden  American's  statutory  capital and
surplus at the end of each  quarter at a level such that:  1) the ratio of Total
Adjusted  Capital  divided by Company  Action Level Risk Based  Capital  exceeds
300%;  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.  Currently,  Golden  American  occupies
125,000 square feet of leased space. From January 1, 2001 to September 30, 2001,
First Golden's principal office was located in New York, New York, where certain
of the Company's records were maintained.  The 2,568 square feet of office space
is leased through 2001. As of October 1, 2001,  First Golden's  principal office
moved to Woodbury, New York.

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 September 30, 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


                                       20
<PAGE>


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  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 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.  Effective  September  30, 2001,  the  agreement was
amended, and the letter of credit amount was revised to $60 million.

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

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

Asset/liability  management  is integrated  into many aspects of the  Companies'
operations,  including investment decisions,  product development, and crediting
rates determination.  As part of the risk management process, different economic
scenarios  are  modeled,  including  cash flow testing  required  for  insurance
regulatory  purposes,  to determine  that  existing  assets are adequate to meet
projected  liability cash flows. Key variables 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
September 30, 2001 levels,  variable separate account funds, which represent 85%
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  September 30, 2001 levels,  the
remaining  15% 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.


                                       21
<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.



                                    22
<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.  On May 1, 2001,  Golden  American  began  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

A filing made in accordance with Item 5 of Form 8-K: Other Events and Regulation
FD  Disclosure  was made on October 23,  2001.  The purpose of the filing was to
report that on  September  25,  2001,  the Board of  Directors  of First  Golden
American Life Insurance  Company of New York  ("Registrant")  approved a plan of
merger to merge  Registrant  into ReliaStar  Life Insurance  Company of New York
("RLNY").  The merger is anticipated to be effective on January 1, 2002, subject
to the approval of the Insurance Department of the State of New York.

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



                                       23
<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:   November 12, 2001                 GOLDEN AMERICAN LIFE INSURANCE COMPANY





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


                                          By/s/       DAVID WHEAT
                                                --------------------------------
                                          David Wheat
                                          Chief Accounting Officer
                                          (Principal Accounting Officer)



<PAGE>
<TABLE>
<CAPTION>


                                                           INDEX

                                                   Exhibits to Form 10-Q
                                           Nine months ended September 30, 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)).............................................     __


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


                                                           INDEX

                                                   Exhibits to Form 10-Q
                                           Nine months ended September 30, 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))...     __



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


                                                           INDEX

                                                   Exhibits to Form 10-Q
                                           Nine months ended September 30, 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)).........................     __


                                                                 27
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<PAGE>
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<CAPTION>


                                                           INDEX

                                                   Exhibits to Form 10-Q
                                           Nine months ended September 30, 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)).............................................................     __


                                                                 28
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<PAGE>
<TABLE>
<CAPTION>


                                                           INDEX

                                                   Exhibits to Form 10-Q
                                           Nine months ended September 30, 2001
                                          GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    PAGE NUMBER
                                                                                                                    -----------
<S>                                                                                                                          <C>

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

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

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

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

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

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

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

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

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

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


                                                                 29
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                           INDEX

                                                   Exhibits to Form 10-Q
                                           Nine months ended September 30, 2001
                                          GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    PAGE NUMBER
                                                                                                                    -----------
<S>                                                                                                                          <C>

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

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

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

          (av)     Form of Variable Annuity Group Master Contract (incorporated by reference from Exhibit 4(a) to
                   Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant with the SEC on or
                   about October 26, 2001 (File No. 333-63694)).........................................................     __

          (aw)     Form of Variable Annuity Contract (incorporated by reference from Exhibit 4(b) to Amendment No. 1
                   to a Registration Statement on Form S-1 filed by Registrant with the SEC on or about
                   October 26, 2001 (File No. 333-63694))...............................................................     __

          (ax)     Form of Variable Annuity Certificate (incorporated by reference from Exhibit 4(c) to Amendment
                   No. 1 to a Registration Statement on Form S-1 filed by Registrant with the SEC on or about
                   October 26, 2001 (File No. 333-63694))..............................................................     __

          (ay)     Form of Premium Bonus Endorsement (incorporated by reference from Exhibit 4(d) to Amendment No. 1
                   to a Registration Statement on Form S-1 filed by Registrant with the SEC on or about
                   October 26, 2001 (File No. 333-63694))..............................................................     __

          (az)     Earnings Enhancement Death Benefit Rider (incorporated by reference from Exhibit 4(d) to Amendment
                   No. 1 to a Registration Statement on Form S-1 filed by Registrant with the SEC on or about
                   October 26, 2001 (File No. 333-63694))..............................................................     __

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


                                                                 30
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<TABLE>
<CAPTION>


                                                           INDEX

                                                   Exhibits to Form 10-Q
                                           Nine months ended September 30, 2001
                                          GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    PAGE NUMBER
                                                                                                                    -----------
<S>                                                                                                                          <C>


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

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

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

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

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

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

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


                                                                 31
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                           INDEX

                                                   Exhibits to Form 10-Q
                                           Nine months ended September 30, 2001
                                          GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    PAGE NUMBER
                                                                                                                    -----------
<S>                                                                                                                          <C>

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

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

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

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

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

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

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

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

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


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                                                           INDEX

                                                   Exhibits to Form 10-Q
                                           Nine months ended September 30, 2001
                                          GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    PAGE NUMBER
                                                                                                                    -----------
<S>                                                                                                                          <C>


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

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

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

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

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

          (w)      Letter of Credit between Security Life of Denver International 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)).................................................................     __

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

          (aa)     Amendment to the Reinsurance Agreement between Golden American and Security Life of Denver
                   International Limited, amended September 28, 2001 (Incorporated by reference from Exhibit 10(v) to
                   a Registration Statement for Golden American on From S-1 filed with the SEC on October 25, 2001
                   (Filed No. 333-35592))...............................................................................     __


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                                                           INDEX

                                                   Exhibits to Form 10-Q
                                           Nine months ended September 30, 2001
                                          GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    PAGE NUMBER
                                                                                                                    -----------
<S>                                                                                                                          <C>

          (ab)     Participation Agreement between Golden American Life Insurance Company, Aetna Variable Fund,
                   Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, Aetna
                   Variable Portfolios, Inc. and Aeltus Investment Management, Inc. (incorporated by reference from
                   Exhibit 8(p) to Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant with
                   the SEC on or about October 26, 2001 (File No. 333-63694))...........................................     __

          (ac)     Form of Participation Agreement between Golden American Life Insurance Company, AIM Variable
                   Insurance Funds, Inc., and Directed Services, Inc. (incorporated by reference from Exhibit 8(q)
                   to Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant with the SEC on or
                   about October 26, 2001 (File No. 333-63694)).........................................................     __

          (ad)     Form of Participation Agreement between Golden American Life Insurance Company, Directed
                   Services, Inc., Alliance Capital Management L.P., Alliance Variable Products Series Fund, Inc.
                   and Alliance Fund Distributors, Inc. (incorporated by reference from Exhibit 8(r) to Amendment
                   No. 1 to a Registration Statement on Form S-1 filed by Registrant with the SEC on or about
                   October 26, 2001 (File No. 333-63694))...............................................................     __

          (ae)     Participation Agreement between Golden American Life Insurance Company, Brinson Series Trust
                   and Brinson Advisors, Inc. (incorporated by reference from Exhibit 8(s) to Amendment No. 1 to a
                   Registration Statement on Form S-1 filed by Registrant with the SEC on or about October 26, 2001
                   (File No. 333-63694))................................................................................     __

          (af)     Participation Agreement between Golden American Life Insurance Company, Fidelity Distributors
                   Corporation and each of Variable Insurance Products Fund, Variable Insurance Products Fund II and
                   Variable Insurance Products Fund III. (incorporated by reference from Exhibit 8(t) to Amendment
                   No. 1 to a Registration Statement on Form S-1 filed by Registrant with the SEC on or about
                   October 26, 2001 (File No. 333-63694))...............................................................     __

          (ag)     Form of Participation Agreement between Golden American Life Insurance Company, INVESCO Variable
                   Investment Funds, Inc., INVESCO Funds Group, Inc. and INVESCO Distributors, Inc. (incorporated by
                   reference from Exhibit 8(u) to Amendment No. 1 to a Registration Statement on Form S-1 filed by
                   Registrant with the SEC on or about October 26, 2001 (File No. 333-63694))...........................     __

          (ah)     Form of Participation Agreement between Golden American Life Insurance Company and Janus Aspen
                   Series (incorporated by reference from Exhibit 8(v) to Amendment No. 1 to a Registration Statement
                   on Form S-1 filed by Registrant with the SEC on or about October 26, 2001 (File No. 333-63694))......     __

          (ai)     Participation Agreement between Golden American Life Insurance Company and ING Pilgrim
                   Investors, LLC (incorporated by reference from Exhibit 8(w) to Amendment No. 1 to a Registration
                   Statement on Form S-1 filed by Registrant with the SEC on or about October 26, 2001
                   (File No. 333-63694))................................................................................     __


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                                                           INDEX

                                                   Exhibits to Form 10-Q
                                           Nine months ended September 30, 2001
                                          GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                                                                                                    PAGE NUMBER
                                                                                                                    -----------
<S>                                                                                                                          <C>

          (aj)     Participation Agreement between Golden American Life Insurance  Company and ING
                   Pilgrim Securities, Inc. (incorporated by reference from Exhibit 8(x) to Amendment No. 1
                   to a Registration Statement on Form S-1 filed by Registrant with the SEC on or about
                   October 26, 2001 (File No. 333-63694))...............................................................     __

          (ak)     Form of Participation Agreement between Golden American Life Insurance Company,
                   Pioneer Variable Contracts Trust, Pioneer Investment Management, Inc. and Pioneer
                   Funds Distributor, Inc. (incorporated by reference from Exhibit 8(y) to Amendment No. 1
                   to a Registration Statement on Form S-1 filed by Registrant with the SEC on or about
                   October 26, 2001 (File No. 333-63694))...............................................................     __

          (al)     Form of Participation Agreement between Golden American Life Insurance Company, Aetna Life
                   Insurance and Annuity Company and Portfolio Partners, Inc. (incorporated by reference from
                   Exhibit 8(z) to Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant
                   with the SEC on or about October 26, 2001 (File No. 333-63694))......................................     __

          (am)     Participation Agreement among Golden American Life Insurance Company, Putnam Variable Trust
                   and Putnam Retail Management, L.P. (incorporated by reference from Exhibit 8(dd) to Amendment
                   No. 1 to a Registration Statement on Form S-1 filed by Registrant with the SEC on or about
                   October 26, 2001 (File No. 333-63694))...............................................................     __

          (an)     Form of Services Agreement between Golden American Life Insurance Company and the affiliated
                   companies listed on Exhibit B to that Agreement. ....................................................     36

          (ao)     Form of Services Agreement between Golden American Life Insurance Company and ING North
                   American Insurance Corporation, Inc. ................................................................     56

          (ap)     Form of Shared Services Center Services Agreement by and among ING North America Insurance
                   Corporation ("Service Provider") and Ameribest Life Insurance Company, a Georgia corporation;
                   Equitable Life Insurance Company of Iowa, an Iowa corporation; USG Annuity & Life Company, an
                   Oklahoma corporation; Golden American Life Insurance Company, a Delaware corporation; First
                   Columbine Life Insurance Company, a Colorado corporation; Life Insurance Company of Georgia, a
                   Georgia corporation; Southland Life Insurance Company, a Texas corporation; Security Life of
                   Denver Insurance Company, a Colorado corporation; Midwestern United Life Insurance Company, an
                   Indiana corporation; and United Life & Annuity Insurance Company, a Texas corporation................     75


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