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  June 30, 1998

                                  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

                    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)

1001 Jefferson Street, Suite 400, Wilmington, Delaware              19801
(Address of principal executive offices)                        (Zip code)

Registrant's telephone number, including area code  (302) 576-3400
__________________________________________________________________________
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 ISSUERS INVOLVED IN BANKRUPTCY
             PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a 
plan confirmed by a court.       Yes / /  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 August 7, 1998.

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).

                            FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS
_____________________________

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

Condensed Consolidated Statements of Income (Unaudited):

<TABLE>
<CAPTION>
                                               POST-MERGER    POST-ACQUISITION
                                             _________________________________
                                              For the Three  | For the Three
                                               Months ended  |  Months ended
                                              June 30, 1998  | June 30, 1997
                                             ________________|________________
                                                   (Dollars in thousands)
<S>                                                  <C>     |         <C>
Revenues:                                                    |
 Annuity and interest sensitive life                         |
  product charges                                     $9,930 |         $2,469
 Management fee revenue                                1,114 |            660
 Net investment income                                 9,015 |          6,116
 Realized gains on investments                            46 |             52
 Other income                                          2,861 |            162
                                             ________________|________________
                                                      22,966 |          9,459
                                                             |
Insurance benefits and expenses:                             |
 Annuity and interest sensitive life                         |
  benefits:                                                  |
  Interest credited to account balances               21,263 |          4,573
  Benefit claims incurred in excess of                       |
   account balances                                      323 |             --
 Underwriting, acquisition and                               |
  insurance expenses:                                        |
  Commissions                                         31,140 |          8,547
  General expenses                                     7,348 |          4,197
  Insurance taxes                                        988 |            559
  Policy acquisition costs deferred                  (47,302)|         (9,434)
  Amortization:                                              |
   Deferred policy acquisition costs                   1,141 |            487
   Present value of in force acquired                  1,375 |             79
   Goodwill                                              944 |            458
                                             ________________|________________
                                                      17,220 |          9,466
Interest expense                                         330 |            592
                                             ________________|________________
                                                      17,550 |         10,058
                                             ________________|________________
                                                       5,416 |           (599)
                                                             |
Income taxes                                           2,259 |           (204)
                                             ________________|________________
Net income (loss)                                     $3,157 |          ($395)
                                             =================================
</TABLE>
See accompanying notes.
Condensed Consolidated Statements of Income (Unaudited):

<TABLE>
<CAPTION>
                                               POST-MERGER    POST-ACQUISITION
                                             _________________________________
                                               For the Six   |  For the Six
                                               Months ended  |  Months ended
                                              June 30, 1998  | June 30, 1997
                                             ________________|________________
                                                   (Dollars in thousands)
<S>                                                  <C>     |        <C>
Revenues:                                                    |
 Annuity and interest sensitive life                         |
  product charges                                    $16,870 |         $9,781
 Management fee revenue                                2,023 |          1,278
 Net investment income                                17,857 |         11,492
 Realized gains on investments                           133 |             52
 Other income                                          2,906 |            272
                                             ________________|________________
                                                      39,789 |         22,875
                                                             |
Insurance benefits and expenses:                             |
 Annuity and interest sensitive life                         |
  benefits:                                                  |
  Interest credited to account balances               37,969 |          9,840
  Benefit claims incurred in excess of                       |
   account balances                                      411 |             --
 Underwriting, acquisition and                               |
  insurance expenses:                                        |
  Commissions                                         52,177 |         14,264
  General expenses                                    13,531 |          8,484
  Insurance taxes                                      1,789 |          1,210
  Policy acquisition costs deferred                  (80,856)|        (16,025)
  Amortization:                                              |
   Deferred policy acquisition costs                   2,076 |            836
   Present value of in force acquired                  2,963 |          2,180
   Goodwill                                            1,889 |            850
                                             ________________|________________
                                                      31,949 |         21,639
Interest expense                                       1,243 |          1,152
                                             ________________|________________
                                                      33,192 |         22,791
                                             ________________|________________
                                                       6,597 |             84
                                                             |
Income taxes                                           3,023 |             66
                                             ________________|________________
Net income (loss)                                     $3,574 |            $18
                                             =================================
</TABLE>








See accompanying notes.
Condensed Consolidated Balance Sheets (Unaudited):
<TABLE>
<CAPTION>
                                                         POST-MERGER
                                              _________________________________
                                               June 30, 1998 |December 31, 1997
                                              _______________|_________________
                                                    (Dollars in thousands,
                                                    except per share data)
<S>                                               <C>        |      <C>
ASSETS                                                       |
Investments:                                                 |
 Fixed maturities, available for sale,                       |
  at fair value (cost: 1998 - $516,449;                      |
  1997 - $413,288)                                  $518,373 |        $414,401
 Equity securities, at fair value                            |
  (cost: 1998 - $14,437; 1997 - $4,437)               12,607 |           3,904
 Mortgage loans                                       95,583 |          85,093
 Policy loans                                          9,219 |           8,832
 Short-term investments                               11,063 |          14,460
                                              _______________|_________________
Total investments                                    646,845 |         526,690
                                                             |
Cash and cash equivalents                             10,413 |          21,039
Due from affiliates                                       -- |             827
Accrued investment income                              7,737 |           6,423
Deferred policy acquisition costs                     91,336 |          12,752
Present value of in force acquired                    37,646 |          43,174
Current income taxes recoverable                         566 |             272
Deferred income tax asset                             33,412 |          36,230
Property and equipment, less allowances for                  |
 depreciation of $522 in 1998 and $97 in 1997          3,471 |           1,567
Goodwill, less accumulated amortization of                   |
 $2,519 in 1998 and $630 in 1997                     148,608 |         150,497
Other assets                                           5,588 |             195
Separate account assets                            2,475,034 |       1,646,169
                                              _______________|_________________
Total assets                                      $3,460,656 |      $2,445,835
                                              ===============|=================
                                                             |
LIABILITIES AND STOCKHOLDER'S EQUITY                         |
Policy liabilities and accruals:                             |
 Future policy benefits:                                     |
  Annuity and interest sensitive life products      $613,778 |        $505,304
  Unearned revenue reserve                             2,236 |           1,189
  Other policy claims and benefits                        -- |              10
                                              _______________|_________________
                                                     616,014 |         506,503
Reciprocal loan with affiliate                        18,900 |              --
Line of credit with affiliate                             -- |          24,059
Surplus note                                          25,000 |          25,000
Due to affiliates                                      2,162 |              80
Other liabilities                                     20,538 |          16,711
Separate account liabilities                       2,475,034 |       1,646,169
                                              _______________|_________________
                                                   3,157,648 |       2,218,522
                                                             |
Commitments and contingencies                                |
</TABLE>
See accompanying notes.
Condensed Consolidated Balance Sheets (Unaudited) (Continued):

<TABLE>
<CAPTION>
                                                         POST-MERGER
                                             __________________________________
                                              June 30, 1998  |December 31, 1997
                                             ________________|_________________
                                                   (Dollars in thousands,
                                                   except per share data)
<S>                                               <C>        |      <C>
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                          297,640 |         224,997
 Accumulated comprehensive income (loss)                (281)|             241
 Retained earnings (deficit)                           3,149 |            (425)
                                             ________________|_________________
Total stockholder's equity                           303,008 |         227,313
                                             ________________|_________________
Total liabilities and stockholder's equity        $3,460,656 |      $2,445,835
                                             ==================================
</TABLE>



































See accompanying notes.
Condensed Consolidated Statements of Cash Flows (Unaudited):

<TABLE>
<CAPTION>
                                                POST-MERGER    POST-ACQUISITION
                                              _________________________________
                                                For the Six   |  For the Six
                                                Months ended  |  Months ended
                                               June 30, 1998  | June 30, 1997
                                              ________________|________________
                                                    (Dollars in thousands)
<S>                                                  <C>      |       <C>
NET CASH PROVIDED BY (USED IN) OPERATING                      |
 ACTIVITIES                                          ($23,989)|         $2,606
                                                              |
INVESTING ACTIVITIES                                          |
Sale, maturity or repayment of investments:                   |
 Fixed maturities - available for sale                 64,086 |         19,172
 Mortgage loans on real estate                          2,586 |          4,746
 Short-term investments - net                           3,397 |          2,012
                                              ________________|________________
                                                       70,069 |         25,930
                                                              |
Acquisition of investments:                                   |
 Fixed maturities - available for sale               (168,715)|        (84,391)
 Equity securities                                    (10,000)|             (1)
 Mortgage loans on real estate                        (13,290)|        (23,957)
 Policy loans - net                                      (387)|         (3,021)
                                              ________________|________________
                                                     (192,392)|       (111,370)
Purchase of property and equipment                     (2,169)|           (456)
                                              ________________|________________
Net cash used in investing activities                (124,492)|        (85,896)
                                                              |
FINANCING ACTIVITIES                                          |
Proceeds from reciprocal loan agreement                       |
 borrowings                                           121,400 |             --
Repayment of reciprocal loan agreement                        |
 borrowings                                          (102,500)|             --
Proceeds from line of credit borrowings                    -- |         40,252
Repayment of line of credit borrowings                (24,059)|        (31,602)
Receipts from annuity and interest sensitive                  |
 life policies credited to policyholder                       |
 account balances                                     202,040 |        143,142
Return of policyholder account balances on                    |
 annuity and interest sensitive life policies         (31,104)|         (8,328)
Net reallocations to Separate Accounts               (100,422)|        (50,861)
Contribution from parent                               72,500 |             --
                                              ________________|________________
Net cash provided by financing activities             137,855 |         92,603
                                              ________________|________________

</TABLE>






See accompanying notes.
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued):

<TABLE>
<CAPTION>
                                                POST-MERGER    POST-ACQUISITION
                                              _________________________________
                                                For the Six   |  For the Six
                                                Months ended  |  Months ended
                                               June 30, 1998  | June 30, 1997
                                              ________________|________________
                                                    (Dollars in thousands)
<S>                                                  <C>      |        <C>
Increase (decrease) in cash and cash                          |
 equivalents                                         ($10,626)|         $9,313
                                                              |
Cash and cash equivalents at beginning                        |
 of period                                             21,039 |          5,839
                                              ________________|________________
Cash and cash equivalents at end of period            $10,413 |        $15,152
                                              ================|================
                                                              |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW                          |
 INFORMATION                                                  |
                                                              |
Cash paid during the period for:                              |
 Interest                                              $2,006 |             --
 Income taxes                                              -- |           $283
                                                              |
Non-cash financing activities:                                |
 Non-cash adjustment to paid in capital                       |
  for adjusted merger costs                               143 |             --
                                                              |
</TABLE>


























See accompanying notes.
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.  This form is being filed with the reduced disclosure
format specified in General Instruction H (1)(a) and (b) of Form 10-Q.
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 six months ended June 30, 1998, are not necessarily
indicative of the results that may be expected for the year ending December
31, 1998.  For further information, refer to the financial statements and
footnotes thereto included in the Golden American Life Insurance Company
Annual Report on Form 10-K for the year ended December 31, 1997.
 
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
collectively with Golden American, the "Company").  All significant
intercompany accounts and transactions have been eliminated.
 
ORGANIZATION
On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable") pursuant to the terms of the Agreement and Plan of Merger among
Equitable, PFHI, and ING Groep N.V. ("ING").  PFHI is a wholly owned
subsidiary of ING, a global financial services holding company based in The
Netherlands.  As a result of the merger, Equitable was merged into PFHI which
was simultaneously renamed Equitable of Iowa Companies, Inc. ("EIC" or the
"Parent"), a Delaware corporation.

On August 13, 1996, Equitable acquired all of the outstanding capital stock
of EIC Variable, Inc. (formerly known as BT Variable, Inc.) and its wholly
owned subsidiaries, Golden American and Directed Services, Inc. ("DSI"), from
Whitewood Properties Corporation ("Whitewood") pursuant to the terms of a
Stock Purchase Agreement between Equitable and Whitewood.

For financial statement purposes, the ING merger was accounted for as a
purchase effective October 25, 1997 and the change in control of Golden
American through the acquisition of BT Variable, Inc. was accounted for as a
purchase effective August 14, 1996. The merger and acquisition resulted in
new bases of accounting reflecting estimated fair values of assets and
liabilities at their respective dates.  As a result, the Company's financial
statements for the period subsequent to October 24, 1997, are presented on
the Post-Merger new basis of accounting, for the period August 14, 1996
through October 24, 1997, are presented on the Post-Acquisition basis of
accounting, and for August 13, 1996 and prior periods are presented on the
Pre-Acquisition  basis of accounting.

FAIR VALUES
Estimated fair values of investment grade public bonds are estimated using a
third party pricing system.  This pricing system uses a matrix calculation
assuming a spread over U.S. Treasury bonds based upon the expected average
lives of the securities.

RECLASSIFICATION
Certain amounts in the June 30, 1997, financial statements have been
reclassified to conform to the June 30, 1998, financial statement
presentation.

NOTE 2 -- COMPREHENSIVE INCOME

As of January 1, 1998, the Company adopted the Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this
statement had no impact on the Company's net income or stockholder's equity.
SFAS No. 130 requires unrealized gains or losses on the Company's available
for sale securities (net of deferred income taxes, deferred policy
acquisition costs and present value of in force acquired), which prior to
adoption were reported separately in stockholder's equity, to be included in
other comprehensive income.  Prior year financial statements have been
reclassified to conform to the requirements of SFAS No. 130.

During the second quarter and first six months of 1998, total comprehensive
income (loss) for the Company amounted to $2,606,000 and $3,052,000,
respectively ($978,000 and $(369,000), respectively, for the same periods of
1997). Included in these amounts are total comprehensive income for First
Golden of $379,000 and $573,000 for the second quarter and first six months
of 1998, respectively ($466,000 and $328,000, respectively, for the same
periods of 1997).

NOTE 3 -- RELATED PARTY TRANSACTIONS

DSI acts as the principal underwriter (as defined in the Securities Act of
1933 and the Investment Company Act of 1940, as amended) of the variable
insurance products issued by the Company.  DSI is authorized to enter into
agreements with broker/dealers to distribute the Company's variable insurance
products and appoint the broker/dealers as agents.  As of June 30, 1998, the
Company's variable insurance products are sold primarily through four
broker/dealer institutions.  The Company paid commissions and expenses to DSI
totaling $29,407,000 in the second quarter and $50,444,000 for the first six
months of 1998 ($8,547,000 and $14,264,000, respectively, for the same
periods of 1997).

Golden American provides certain advisory, computer and other resources and
services to Equitable Life Insurance Company of Iowa ("Equitable Life").
Revenues for these services, which reduce general expenses incurred by Golden
American, totaled $1,234,000 in the second quarter and $3,567,000 for the
first six months of 1998.

The Company has a service agreement with Equitable Life in which Equitable
Life provides administrative and financial related services.  The Company
incurred expenses of $165,000 in the second quarter and $314,000 for the
first six months of 1998 under this agreement.

First Golden provides resources and services to DSI.  Revenues for these
services, which reduce general expenses incurred by the Company, totaled
$19,000 in the second quarter and $38,000 for the first six months of 1998.

Golden American maintains a reciprocal loan agreement with ING America
Insurance Holdings, Inc. ("ING AIH"), a Delaware corporation and affiliate of
EIC, 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 prior approval of the State of Delaware
Department of Insurance.  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 $577,000 in the second quarter and $764,000 for the first six
months of 1998.  At June 30, 1998, $18,900,000 was payable to ING AIH under
this agreement.

Effective January 1, 1998, the Company has an asset management agreement with
ING Investment Management LLC ("ING-IM"), an affiliated company, in which ING-
IM provides asset management services.  Under the agreement, the Company
records a fee based on the value of the assets under management.  The fee is
payable quarterly.  For the second quarter and first six months of 1998, the
Company incurred fees of $354,000 and $672,000, respectively, under this
agreement.

Golden American maintained a line of credit agreement with Equitable to
facilitate the handling of unusual and/or unanticipated short-term cash
requirements.  Under this agreement which became effective December 1, 1996
and expired December 31, 1997, Golden American could borrow up to
$25,000,000.  Interest on any borrowings was charged at the rate of
Equitable's monthly average aggregate cost of short-term funds plus 1.00%.
Under this agreement, Golden American incurred interest expense of $211,000
for the first six months of 1998 ($71,000 and $114,000 in the second quarter
and first six months of 1997, respectively).  The outstanding balance was
paid by a capital contribution.
 
The Company had premiums, net of reinsurance, for variable products from four
significant broker/dealers for the six months ended June 30, 1998, that
totaled $349,000,000 or 39% of premiums.  Included in this amount are
premiums of $58,300,000 for the first six months of 1998 from Locust Street
Securities, Inc., an affiliate.   In addition, premiums for the first six
months of 1998 of $15,800,000 and $8,900,000 were received from two
affiliates, Vestax Securities Corporation and DSI, respectively.

NOTE 4 -- COMMITMENTS AND CONTINGENCIES

REINSURANCE:  At June 30, 1998, Golden American had reinsurance treaties with
four unaffiliated reinsurers and one affiliated reinsurer covering a
significant portion of the mortality risks under its variable contracts.
Golden American remains liable to the extent its reinsurers do not meet their
obligations under the reinsurance agreements. At June 30, 1998, the Company
has a net receivable of $5,180,000 for reserve credits, reinsurance claims or
other receivables from these reinsurers comprised of $205,000 for claims
recoverable from reinsurers, $368,000 for a payable for reinsurance premiums,
and $5,343,000 for a receivable from an unaffiliated reinsurer.  Included in
the accompanying financial statements are net considerations to reinsurers of
$1,028,000 in the second quarter and $1,966,000 for the first six months of
1998 compared to $430,000 and $851,000, respectively, for the same periods in
1997.  Also included in the accompanying financial statements are net policy
benefits (recoveries) of $290,000 and $824,000 in the second quarter and
first six months of 1998, respectively ($(48,000) and $429,000, respectively,
for the same periods of 1997).
 
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 June 30, 1998, outstanding commitments to fund
mortgage loans on real estate totaled $24,965,000.
 
GUARANTY FUND ASSESSMENTS: Assessments are levied on the Company by life and
health guaranty associations in most states in which the Company is licensed
to cover losses of policyholders of insolvent or rehabilitated insurers.  In
some states, these assessments can be partially recovered through a reduction
in future premium taxes.  The Company 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 Company has
established an undiscounted reserve to cover such assessments and regularly
reviews information regarding known failures and revises its estimates of
future guaranty fund assessments.  Accordingly, the Company accrued and
charged to expense an additional $217,000 in the second quarter and $390,000
for the first six months of 1998.  At June 30, 1998, the Company has an
undiscounted reserve of $1,700,000 to cover estimated future assessments (net
of related anticipated premium tax credits) and has established an asset
totaling $261,000 for assessments paid which may be recoverable through
future premium tax offsets. The Company believes this reserve is sufficient
to cover expected future insurance guaranty fund assessments based upon
previous premium levels and known insolvencies at this time.
 
LITIGATION:  In the ordinary course of business, the Company is engaged in
litigation, none of which management believes is material.
 
VULNERABILITY FROM CONCENTRATIONS:  The Company has various concentrations in
its investment portfolio.  The Company's asset growth, net investment income
and cash flow are primarily generated from the sale of variable products and
associated future policy benefits and separate account liabilities.  A
significant portion of the Company's sales are generated by four
broker/dealers.  Substantial changes in tax laws that would make these
products less attractive to consumers and extreme fluctuations in interest
rates or stock market returns which may result in higher lapse experience
than assumed could cause a severe impact to the Company's financial
condition.

YEAR 2000:  Based on a study of its computer software and hardware, the
Company has determined its exposure to the Year 2000 change of the century
date issue.  Management believes the Company's systems are or will be
substantially compliant by Year 2000 and has engaged external consultants to
validate this assumption.  Golden American has spent approximately $61,000 in
the second quarter and $136,000 in the first six months of 1998 related to
the external consultants' analysis. The additional projected cost to the
Company for the external consultants' analysis is approximately $40,000 to
$70,000. The only system known to be affected by this issue is a system
maintained by an affiliate that will incur the related costs to make the
system compliant.  To mitigate the effect of outside influences and other
dependencies relative to the Year 2000, the Company will continue to contact
significant customers, suppliers and other third parties.  To the extent
these third parties would be unable to transact business in the Year 2000 and
thereafter, the Company's operations could be adversely affected.






ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

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

RESULTS OF OPERATIONS
_____________________

MERGER

On October 23, 1997, Equitable of Iowa Companies' ("Equitable") shareholders
approved the Agreement and Plan of Merger ("Merger Agreement") dated as of
July 7, 1997, among Equitable, PFHI Holdings, Inc. ("PFHI"), and ING Groep
N.V. ("ING").  On October 24, 1997, PFHI, a Delaware corporation, acquired
all of the outstanding capital stock of Equitable pursuant to the Merger
Agreement.  PFHI is a wholly owned subsidiary of ING, a global financial
services holding company based in The Netherlands.  Equitable, an Iowa
corporation, in turn owned all the outstanding capital stock of Equitable
Life Insurance Company of Iowa ("Equitable Life") and Golden American and
their wholly owned subsidiaries.  Equitable also owned all the outstanding
capital stock of Locust Street Securities, Inc., Equitable Investment
Services, Inc., Directed Services, Inc. ("DSI"), Equitable of Iowa Companies
Capital Trust, Equitable of Iowa Companies Capital Trust II and Equitable of
Iowa Securities Network, Inc.  In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1 billion in
cash and stock plus the assumption of approximately $400 million in debt
according to the Merger Agreement.  As a result of the merger, Equitable of
Iowa Companies was merged into PFHI which was simultaneously renamed
Equitable of Iowa Companies, Inc. ("EIC" or the "Parent"), a Delaware
corporation.

For financial statement purposes, the change in control of the Company
through the ING merger was accounted for as a purchase effective October 25,
1997.  This merger resulted in a new basis of accounting reflecting estimated
fair values of assets and liabilities at that date.  As a result, the
Company's financial statements for the period subsequent to October 24, 1997,
are presented on the Post-Merger new basis of accounting.

The purchase price was allocated to the companies mentioned previously.
Goodwill of $1.4 billion was established for the excess of the merger cost
over the fair value of the assets and liabilities of EIC with $151.1 million
pushed down to the Company.  The allocation of the purchase price to the
Company was $227.6 million.  Present value of in force acquired ("PVIF")
decreased $2.7 million in the second quarter of 1998 to adjust the value of
other receivables and increased $0.2 million in the first quarter of 1998 as
a result of an adjustment to the merger costs.  The cost of the acquisition
is preliminary as it relates to estimated expenses, and as a result, the
allocation of the purchase price to the Company may change.  Goodwill
resulting from the merger is being amortized over 40 years on a straight-line
basis. The carrying value will be reviewed periodically for any indication of
impairment in value.

CHANGE IN CONTROL - ACQUISITION

On August 13, 1996, Equitable acquired all of the outstanding capital stock
of BT Variable, Inc. ("BT Variable") and its wholly owned subsidiaries Golden
American and DSI.  Subsequent to the acquisition, the BT Variable, Inc. name
was changed to EIC Variable, Inc.  On April 30, 1997, EIC Variable, Inc. was
liquidated and its investments in Golden American and DSI were transferred to
Equitable while the remainder of its net assets were contributed to Golden
American.  On December 30, 1997, EIC Variable, Inc. was dissolved.

For financial statement purposes, the change in control of Golden American
through the acquisition of BT Variable was accounted for as a purchase
acquisition effective August 14, 1996.  This acquisition resulted in a new
basis of accounting reflecting estimated fair values of assets and
liabilities at that date. As a result, the Company's financial statements for
the period August 14, 1996 through October 24, 1997, are presented on the
Post-Acquisition basis of accounting and for August 13, 1996 and prior
periods are presented on the Pre-Acquisition basis of accounting.

The purchase price was allocated to the three companies purchased - BT
Variable, DSI, and Golden American. Goodwill of $41.1 million was established
for the excess of the acquisition cost over the fair value of the assets and
liabilities and pushed down to Golden American.  At June 30, 1997, goodwill
was increased by $1.8 million to adjust the value of a receivable existing at
that date.  The allocation of the purchase price to Golden American was
approximately $139.9 million. Goodwill resulting from the acquisition was
being amortized over 25 years on a straight-line basis.

PREMIUMS

<TABLE>
<CAPTION>
                         POST-MERGER                          |POST-ACQUISITION
                        _____________                         |________________
                                       Percentage    Dollar   |
Six months ended June 30    1998         Change      Change   |      1997
______________________________________________________________|________________
                                        (Dollars in millions) |
<S>                           <C>    |      <C>   |    <C>    |         <C>
Variable annuity                     |            |           |
 premiums:                           |            |           |
 Separate account             $696.0 |      662.4%|    $604.7 |          $91.3
 Fixed account                 199.6 |       41.7 |      58.8 |          140.8
                        _____________|____________|___________|________________
Total variable                       |            |           |
 annuity premiums              895.6 |      285.8 |     663.5 |          232.1
Variable life                        |            |           |
 premiums                        6.9 |      (33.1)|      (3.5)|           10.4
                        _____________|____________|___________|________________
Total premiums                $902.5 |      272.1%|    $660.0 |         $242.5
                        =======================================================
</TABLE>

Variable annuity separate account premiums increased 662.4% during the first
six months of 1998 and increased 51.1% over first quarter 1998 premiums.
These increases resulted from increased sales of the new Premium Plus product
introduced in October of 1997 and the increased sales levels of the Company's
other products.  The fixed account portion of the Company's variable annuity
premiums increased 41.7% during the first six months of 1998 and increased
12.6% in the second quarter of 1998 compared to the first quarter of 1998.
Although variable life premiums decreased 33.1% during the first six months
of 1998, variable life premiums increased 39.0% over first quarter 1998
premiums.

Premiums, net of reinsurance, for variable products from four significant
sellers totaled $349.0 million or 39% of total premiums for the first six
months of 1998.

REVENUES

<TABLE>
<CAPTION>
                         POST-MERGER                          |POST-ACQUISITION
                        ______________                        |________________
                                        Percentage    Dollar  |
Six months ended June 30     1998         Change      Change  |      1997
______________________________________________________________|________________
                                        (Dollars in millions) |
<S>                             <C>   |      <C>    |   <C>   |          <C>
Annuity and interest                  |             |         |
 sensitive life                       |             |         |
 product charges                $16.9 |       72.5% |    $7.1 |           $9.8
Management fee revenue            2.0 |       58.3  |     0.7 |            1.3
Net investment income            17.9 |       55.4  |     6.4 |           11.5
Realized gains                        |             |         |
 on investments                   0.1 |      153.1  |     0.1 |             --
Other income                      2.9 |      968.7  |     2.6 |            0.3
                        ______________|_____________|_________|________________
                                $39.8 |       73.9% |   $16.9 |          $22.9
                        =======================================================
</TABLE>

Total revenues increased 73.9% in the first six months of 1998. Annuity and
interest sensitive life product charges increased 72.5% in the first six
months of 1998 due primarily to increased sales.  This increase was partially
offset by the elimination of the unearned revenue reserve related to in force
acquired at the merger date which resulted in lower annuity and interest
sensitive life product charges compared to Post-Acquisition levels.

Golden American provides certain managerial and supervisory services to DSI.
This fee, calculated as a percentage of average assets in the variable
separate accounts, was $2.0 million and $1.3 million for the first six months
of 1998 and 1997, respectively.

Net investment income increased 55.4% in the first six months of 1998 due to
the increase in invested assets.  The Company had $133,000 of realized gains
on the sale of investments in the first six months of 1998, compared to gains
of $52,000 in the same period of 1997.

Other income increased $2.6 million to $2.9 million in the first six months
of 1998 due primarily to income received from a modified coinsurance
agreement with an unaffiliated reinsurer as a result of increased sales.

EXPENSES

Total insurance benefits and expenses increased $10.3 million, or 47.6%, to
$31.9 million in the first six months of 1998. Interest credited to account
balances increased $28.1 million, or 285.8%, to $38.0 million in the first six
months of 1998. This increase resulted from an extra credit bonus on the new
Premium Plus product introduced in October of 1997 which resulted in a $20.4
million increase in interest credited during the first six months of 1998 as
well as the higher account balances associated with the Company's fixed
account option within its variable products.

Commissions increased $37.9 million, or 265.8%, to $52.2 million in the
first six months of 1998. Insurance taxes increased $0.6 million, or 47.9%, to
$1.8 million in the first six months of 1998.  Increases and decreases in
commissions and insurance taxes are generally related to changes in the level
of variable product sales. Insurance taxes are impacted by several other
factors which include an increase in FICA taxes primarily due to bonuses and
an increase in state licenses and fees.  Most costs incurred as the result of
new sales have been deferred, thus having very little impact on earnings.

General expenses increased $5.0 million, or 59.5%, to $13.5 million in the
first six months of 1998. The Company uses a network of wholesalers to
distribute its products and the salaries of these wholesalers are included in
general expenses. The portion of these salaries and related expenses which
vary with sales production levels are deferred, thus having little impact on
earnings.  The increase in general expenses was partially offset by
reimbursements received from Equitable Life, an affiliate, for certain
advisory, computer and other resources and services provided by Golden
American. Management expects general expenses to continue to increase in 1998
as a result of the emphasis on expanding the salaried wholesaler distribution
network.

The Company's deferred policy acquisition costs ("DPAC"), previous balance of
present value of in force acquired and unearned revenue reserve, as of the
merger date, were eliminated and an asset of $44.3 million representing PVIF
was established for all policies in force at the merger date.  PVIF decreased
$2.7 million in the second quarter of 1998 to adjust the value of other 
receivables and increased $0.2 million in the first quarter of 1998 as a
result of an adjustment to the merger costs.  The amortization of PVIF and
DPAC increased $2.0 million, or 67.0%, in the first six months of 1998. During
the second quarter of 1997, PVIF was unlocked by $2.3 million to reflect 
narrower current spreads than the gross profit model assumed.  Based on
current conditions and assumptions as to the impact of future events on 
acquired policies in force, the expected approximate net amortization is $5.3
million for the remainder of 1998, $5.6 million in 1999, $5.3 million in 2000,
$4.8 million in 2001, $4.0 million in 2002 and $3.2 million in 2003. Certain
expense estimates inherent in the cost of the merger may change resulting in
changes of the allocation of the purchase price.  If changes occur, the impact
could result in changes to PVIF and the related amortization and deferred
taxes. Actual amortization may vary based upon changes in assumptions and 
experience.

Amortization of goodwill during the first six months of 1998 totaled $1.9
million.  Goodwill resulting from the merger is being amortized on a straight-
line basis over 40 years and is expected to approximate $3.8 million
annually.

Interest expense on the $25 million surplus note issued in December 1996 was
$1.0 million in the first six months of 1998, unchanged from the same period
of 1997.  In addition, Golden American paid interest of $0.2 million on the
line of credit during the first six months of 1998. Golden American also paid
$0.8 million in the first six months of 1998 to ING America Insurance
Holdings, Inc. for interest on the reciprocal loan agreement.

NET INCOME

Net income for the first six months of 1998 was $3.6 million, an increase of
$3.6 million over net income of $18,000 in the same period of 1997.

FINANCIAL CONDITION
___________________

INVESTMENTS

The financial statement carrying value of the Company's total investment
portfolio grew 22.5% in the first six months of 1998.  The amortized cost
basis of the Company's total investment portfolio grew 22.6% during the same
period.  All of the Company's investments, other than mortgage loans, are
carried at fair value in the Company's financial statements. As such, growth
in the carrying value of the Company's investment portfolio included changes
in unrealized appreciation and depreciation of fixed maturity and equity
securities as well as growth in the cost basis of these securities.  Growth
in the cost basis of the Company's investment portfolio resulted from the
investment of premiums from the sale of the Company's fixed account option.
The Company manages the growth of its insurance operations in order to
maintain adequate capital ratios.

To support the fixed account option of the Company's variable insurance
products, cash flow was invested primarily in fixed maturity securities and
mortgage loans. At June 30, 1998, the Company's investment portfolio at
amortized cost was $636.9 million with a yield of 6.7% and carrying value of
$638.7 million.

FIXED MATURITY SECURITIES:  At June 30, 1998, the Company had fixed
maturities with an amortized cost of $516.4 million and an estimated fair
value of $518.4 million. The individual securities in the Company's fixed
maturities portfolio (at amortized cost) include investment grade securities
($405.4 million or 78.5%), which include securities issued by the U.S.
government, its agencies and corporations that are rated at least BBB- by
Standard & Poor's Rating Services ("Standard & Poor's"), and below investment
grade securities ($48.2 million or 9.3%), which are securities issued by
corporations that are rated BB+ to B- by Standard & Poor's.  Securities not
rated by Standard & Poor's had a National Association of Insurance
Commissioners rating of 1, 2, 3 or 4 ($62.8 million or 12.2%).

The Company classifies 100% of its securities as available for sale.  Net
unrealized appreciation of fixed maturity securities of $2.0 million was
comprised of gross appreciation of $3.0 million and gross depreciation of
$1.0 million.  Net unrealized holding losses on these securities, net of
adjustments to DPAC, PVIF and deferred income taxes, increased stockholder's
equity by $0.9 million at June 30, 1998.

The Company began investing in below investment grade securities during 1996.
At June 30, 1998, the amortized cost value of the Company's total investment
in below investment grade securities was $63.3 million, or 9.9%, of the
Company's investment portfolio.  The Company intends to purchase additional
below investment grade securities, but it does not expect the percentage of
its portfolio invested in below investment grade securities to exceed 10% of
its investment portfolio.  At June 30, 1998, the yield at amortized cost on
the Company's below investment grade portfolio was 7.9% compared to 6.5% for
the Company's investment grade corporate bond portfolio. The Company
estimates the fair value of its below investment grade portfolio was $63.3
million, or 100.1% of amortized cost value, at June 30, 1998.

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 Company attempts to reduce the overall risk in
its below investment grade portfolio, as in all of its investments, through
careful credit analysis, strict investment policy guidelines, and
diversification by company and by industry.

The Company analyzes its investment portfolio, including below investment
grade securities, at least quarterly in order to determine if its ability to
realize its 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 that the Company 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 security's 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 Company's portfolio.  Significant write-downs in the
carrying value of investments could materially adversely affect the Company's
net income in future periods.

During the first six months of 1998, fixed maturity securities designated as
available for sale with a combined amortized cost of $63.0 million were
called or repaid by their issuers.  In total, net pre-tax gains from sales,
calls and repayments of fixed maturity investments amounted to $0.2 million
in the first six months of 1998.

At June 30, 1998, no fixed maturity securities were deemed to have
impairments in value that are other than temporary.  The Company's fixed
maturity investment portfolio had a combined yield at amortized cost of 6.8%
at June 30, 1998.

EQUITY SECURITIES:    At June 30, 1998, the Company owned equity securities
with a cost of $14.4 million and an estimated fair value of $12.6 million.
Net unrealized depreciation of equity securities of $1.8 million was
comprised of gross appreciation of $0.2 million and gross depreciation of
$2.0 million.  Equity securities are primarily comprised of the Company's
investment in shares of the mutual funds underlying the Company's registered
separate accounts.

MORTGAGE LOANS:  Mortgage loans represent 15.0% of the Company's investment
portfolio. Mortgages outstanding were $95.6 million at June 30, 1998, with an
estimated fair value of $97.3 million.  The Company's mortgage loan portfolio
includes 56 loans with an average size of $1.7 million and average seasoning
of 1.0 years if weighted by the number of loans.  The Company's mortgage
loans are typically secured by occupied buildings in major metropolitan
locations and not speculative developments, and are diversified by type of
property and geographic location. At June 30, 1998, the yield on the
Company's mortgage loan portfolio was 7.3%.

At June 30, 1998, no mortgage loans were delinquent by 90 days or more.  The
Company does not expect to incur material losses from its mortgage loan
portfolio.  The Company's loan investment strategy is consistent with that of
other life insurance subsidiaries of EIC.  The insurance subsidiaries have
experienced a historically low default rate in their mortgage loan
portfolios.

At June 30, 1998, the Company had no investments in default.  The Company
estimated its total investment portfolio, excluding policy loans, had a fair
value approximately equal to 100.3% of its amortized cost value for
accounting purposes at June 30, 1998.

OTHER ASSETS

Accrued investment income increased $1.3 million during the first six months
of 1998 due to an increase in the overall size of the portfolio resulting
from the investment of premiums allocated to the fixed account option of the
Company's variable products.

DPAC represents certain deferred costs of acquiring new insurance business,
principally commissions and other expenses related to the production of new
business subsequent to the merger.  The Company's DPAC and previous balance
of PVIF were eliminated as of the merger date, and an asset representing the
PVIF was established for all policies in force at the merger date.  PVIF is
amortized into income in proportion to the expected gross profits of the in
force acquired in a manner similar to DPAC amortization.  Any expenses which
vary with the sales of the Company's products are deferred and amortized.  At
June 30, 1998, the Company had DPAC and PVIF balances of $91.3 million and
$37.6 million, respectively. PVIF decreased $2.7 million in the second
quarter of 1998 for an adjustment to the value of other receivables and
increased $0.2 million in the first quarter of 1998 for an adjustment made to
the merger costs.

Goodwill totaling $151.1 million, representing the excess of the acquisition
cost over the fair value of net assets acquired, was established at the
merger date.  Amortization of goodwill through June 30, 1998, was $1.9
million.

At June 30, 1998, the Company had $2.5 billion of separate account assets
compared to $1.6 billion at December 31, 1997. The increase in separate
account assets resulted from market appreciation and growth in sales of the
Company's variable annuity products.

At June 30, 1998, the Company had total assets of $3.5 billion, a 41.5%
increase from December 31, 1997.

LIABILITIES

In conjunction with the volume of variable insurance sales, the Company's
total liabilities increased $939.1 million, or 42.3%, during the first six
months of 1998 and totaled $3.2 billion at June 30, 1998. Future policy
benefits for annuity and interest sensitive life products increased $108.5
million, or 21.5%, to $613.8 million reflecting premium growth in the
Company's fixed account option of its variable products.  Market appreciation
and premium growth, net of redemptions, also accounted for the $828.9
million, or 50.4%, increase in separate account liabilities to $2.5 billion
at June 30, 1998.

Golden American maintains a reciprocal loan agreement with ING America
Insurance Holdings Inc. ("ING AIH"), a Delaware corporation and affiliate of
EIC, to facilitate the handling of unusual and/or unanticipated short-term
cash requirements.  Under this agreement, which became effective January 1,
1998, and expires on December 31, 2007, Golden American and ING AIH can
borrow up to $65 million from one another.  Prior to lending funds to ING
AIH, Golden American must obtain approval from the State of Delaware
Department of Insurance.  At June 30, 1998, $18.9 million was payable to ING
AIH under this agreement.

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

The effects of inflation and changing prices on the Company 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 purchasing power when monetary assets exceed monetary liabilities.


LIQUIDITY AND CAPITAL RESOURCES
_______________________________

The liquidity requirements of the Company are met by cash flow from variable
insurance premiums, investment income and maturities of fixed maturity
investments, mortgage loans and short-term investments.  The Company
primarily uses funds for the payment of insurance benefits, commissions,
operating expenses and the purchase of new investments.

The Company's home office operations are currently housed in leased locations
in Wilmington, Delaware, West Chester, Pennsylvania, Chadds Ford,
Pennsylvania and New York, New York.  The Company has signed short-term
leases for additional office space in both West Chester and Chadds Ford,
Pennsylvania for use in the transition to a new office building.  The Company
has entered into agreements with a developer to develop and lease a 65,000
square foot office building to house all of the Company's operations, except
for New York.  The Company intends to spend approximately $4.2 million on
capital needs during the remainder of 1998.

The Company intends to continue expanding its operations.  Future growth in
the Company's operations will require additional capital.  The Company
believes it will be able to fund the capital required for projected new
business primarily with future capital contributions from its Parent.  During
the first six months of 1998, Golden American received capital contributions
from EIC of $72.5 million.

The ability of Golden American to pay dividends to its Parent is restricted
because prior approval of insurance regulatory authorities is required for
payment of dividends to the stockholder which exceed an annual limitation.
During the remainder of 1998, Golden American cannot pay dividends to its
parent without prior approval of statutory authorities.  The Company has
maintained adequate statutory capital and surplus and has not used surplus
relief or financial reinsurance.

Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder unless a notice of
its intention to declare a dividend and amount of the dividend has been filed
not less than thirty days in advance of the proposed declaration.  The
superintendent may disapprove the distribution by giving written notice to
First Golden within thirty days after the filing should the superintendent
find that the financial condition of First Golden does not warrant the
distribution.

REINSURANCE:  At June 30, 1998, Golden American had reinsurance treaties with
four unaffiliated reinsurers and one affiliated reinsurer covering a
significant portion of the mortality risks under its variable contracts.
Golden American remains liable to the extent its reinsurers do not meet their
obligations under the reinsurance agreements.

YEAR 2000 PROJECT:  Based on a study of its computer software and hardware,
the Company has determined its exposure to the Year 2000 change of the
century date issue.  Management believes the Company's systems are or will be
substantially compliant by Year 2000 and has engaged external consultants to
validate this assumption. Golden American has spent approximately $136,000 in
the first six months of 1998 related to the external consultants' analysis.
The additional projected cost for the external consultants analysis is
approximately $40,000 to $70,000. The only system known to be affected by
this issue is a system maintained by an affiliate that will incur the related
costs to make the system compliant.  To mitigate the effect of outside
influences and other dependencies relative to the Year 2000, the Company will
continue to contact significant customers, suppliers and other third parties.
To the extent these third parties would be unable to transact business in the
Year 2000 and thereafter, the Company's operations could be adversely
affected.

SURPLUS NOTE:  On December 17, 1996, Golden American issued a surplus note in
the amount of $25 million to Equitable.  The note matures on December 17,
2026 and accrues interest of 8.25% per annum until paid. The note and accrued
interest thereon shall be 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 shall be
subject to the prior approval of the Delaware Insurance Commissioner.  On
December 17, 1996, Golden American contributed the $25 million to First
Golden, acquiring 200,000 shares of common stock (100% of shares outstanding)
of First Golden.  As a result of the merger, the surplus note is now payable
to EIC.

RECIPROCAL LOAN AGREEMENT:  Golden American maintains a reciprocal loan
agreement with ING AIH to facilitate the handling of unusual and/or
unanticipated short-term cash requirements.  Under this agreement, which
became effective January 1, 1998, and expires on December 31, 2007, Golden
American and ING AIH can borrow up to $65 million from one another.  Prior to
lending funds to ING AIH, Golden American must obtain approval from the State
of Delaware Department of Insurance.  At June 30, 1998, $18.9 million was
payable to ING AIH under this agreement.





















CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

2. Changes in the federal income tax laws and regulations which may affect
   the relative tax advantages of the Company's 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 Company's products.

4. Increasing competition in the sale of the Company's products.

5. Other factors affecting the performance of the Company, including, but
   not limited to, market conduct claims, litigation, insurance industry
   insolvencies, investment performance of the underlying portfolios of the
   variable products, variable product design and sales volume by
   significant sellers of the Company's variable products.

6. To the extent third parties are unable to transact business in the Year
   2000 and thereafter, the Company's operations could be adversely
   affected.




























                       PART II.  OTHER INFORMATION


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

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

          (b)  Reports on Form 8-K

               None














































                                  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:  August 14, 1998           GOLDEN AMERICAN LIFE INSURANCE COMPANY





                                 By/s/ Barnett Chernow
                                      ____________________________________
                                 Barnett Chernow
                                 President and Director
                                 (Officer)


                                 By/s/ Michellen A. Wildin
                                      ____________________________________
                                 Michellen A. Wildin
                                 Assistant Vice President and
                                 Chief Accounting Officer
                                 (Principal Accounting Officer)
































                                   INDEX

                           Exhibits to Form 10-Q
                       Six Months ended June 30, 1998
                   GOLDEN AMERICAN LIFE INSURANCE COMPANY

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 Amendment No. 9 to Registrant's
             Registration Statement on Form S-1 filed with the Securities and
             Exchange Commission (the "SEC") on February 17, 1998
             (File No. 33-87272))

     (b)(i)  By-laws of Golden American (incorporated by reference from 
             Exhibit 3(b)(i) to Amendment No. 9 to Registrant's Registration
             Statement on Form S-1 filed with the SEC on February 17, 1998
             (File No. 33-87272))

       (ii)  By-laws of Golden American, as amended (incorporated by reference
             from Exhibit 3(b)(ii) to Amendment No. 9 to Registrant's 
             Registration Statement on Form S-1 filed with the SEC on February
             17, 1998 (File No. 33-87272))

      (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 Amendment No. 9 to Registrant's Registration
             Statement on Form S-1 filed with the SEC on February 17, 1998
             (File No. 33-87272))

       (iv)  By-laws of Golden American, as amended (12/21/93)(incorporated by
             reference from Exhibit 3(b)(iv) to Amendment No. 9 to 
             Registrant's Registration Statement on Form S-1 filed with the 
             SEC on February 17, 1998 (File No. 33-87272))

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(e) to Amendment
             No. 4 of Registrant's Registration Statement on Form S-1 filed
             with the SEC on or about May 1, 1996 (File No. 33-87272))

     (b)     Discretionary Group Deferred Combination Variable Annuity Contract
             (incorporated by reference from Exhibit 4(f) to Amendment No. 4 of
             Registrant's Registration Statement on Form S-1 filed with the SEC
             on or about May 1, 1996 (File No. 33-87272))




                                   INDEX

                           Exhibits to Form 10-Q
                       Six Months ended June 30, 1998
                   GOLDEN AMERICAN LIFE INSURANCE COMPANY

     (c)     Individual Deferred Variable Annuity Contract (incorporated by
             reference from Exhibit 4(g) to Amendment No. 4 of Registrant's
             Registration Statement on Form S-1 filed with the SEC on or about
             May 1, 1996 (File No. 33-87272))

     (d)     Individual Deferred Combination Variable and Fixed Annuity 
             Application (incorporated by reference from Exhibit 4(k) to a
             Registration Statement for Golden American on Form S-1 filed
             with the SEC on April 29, 1998 (File No. 333-51353))

     (e)     Group Deferred Combination Variable and Fixed Annuity Enrollment
             Form (incorporated by reference from Exhibit 4(l) to a 
             Registration Statement for Golden American on Form S-1 filed with
             the SEC on April 29, 1998 (File No. 333-51353))

     (f)     Individual Deferred Variable Annuity Application (incorporated by
             reference from Exhibit 4(m) to a Registration Statement for 
             Golden American on Form S-1 filed with the SEC on April 29, 1998
             (File No. 333-51353))

     (g)     Individual Deferred Variable and Fixed Annuity Contract
             (incorporated by reference from Exhibit 4(a) to Amendment No. 2
             to a Registration Statement for Golden American filed with the
             SEC on February 12, 1998 (File No. 333-28765))

     (h)     Group Deferred Variable and Fixed Annuity Contract Individual 
             Deferred Variable and Fixed Annuity Contract (incorporated by
             reference from Exhibit 4(b) to Amendment No. 2 to a Registration
             Statement for Golden American filed with the SEC on February 12,
             1998 (File No. 333-28765))

     (i)     Individual Deferred Variable Annuity Contract (incorporated by
             reference from Exhibit 4(c) to Amendment No. 2 to a Registration
             Statement for Golden American filed with the SEC on February 12,
             1998 (File No. 333-28765))

     (j)     Individual Deferred Variable and Fixed Annuity Contract 
             (incorporated by reference from Exhibit 4(a) to Amendment No. 2
             to a Registration Statement for Golden American filed with the 
             SEC on February 12, 1998 (File No. 333-28681))

     (k)     Group Deferred Variable and Fixed Annuity Contract Individual
             Deferred Variable and Fixed Annuity Contract (incorporated by
             reference from Exhibit 4(b) to Amendment No. 2 to a 
             Registration Statement for Golden American filed with the SEC on
             February 12, 1998 (File No. 333-28681))

     (l)     Individual Deferred Variable Annuity Contract (incorporated
             by reference from Exhibit 4(c) to Amendment No. 2 to a 
             Registration Statement for Golden American filed with the SEC
             on February 12, 1998 (File No. 333-28681))



                                   INDEX

                            Exhibits to Form 10-Q
                       Six Months ended June 30, 1998
                   GOLDEN AMERICAN LIFE INSURANCE COMPANY

     (m)     Individual Deferred Variable and Fixed Annuity Contract
             (incorporated by reference from Exhibit 4(a) to Amendment No. 2
             to a Registration Statement for Golden American filed with the 
             SEC on February 12, 1998 (File No. 333-28743))

     (n)     Group Deferred Variable and Fixed Annuity Contract Individual
             Deferred Variable and Fixed Annuity Contract (incorporated by
             reference from Exhibit 4(b) to Amendment No. 2 to a 
             Registration Statement for Golden American filed with the SEC on
             February 12, 1998 (File No. 333-28743))

     (o)     Individual Deferred Variable Annuity Contract (incorporated
             by reference from Exhibit 4(c) to Amendment No. 2 to a 
             Registration Statement for Golden American filed with the SEC on
             February 12, 1998 (File No. 333-28743))

10   MATERIAL CONTRACTS
     (a)     Administrative Services Agreement, dated as of January 1, 1997,
             between Golden American and Equitable Life Insurance Company of
             Iowa (incorporated by reference from Exhibit 10(a) to a 
             Registration Statement for Golden American on Form S-1 filed with
             the SEC on April 29, 1998 (File No. 333-51353))

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

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

     (d)     Participation Agreement between Golden American and Warburg 
             Pincus Trust (incorporated by reference from Exhibit 8(a) to
             Amendment No. 54 to Separate Account B of Golden American's
             Registration Statement on Form N-4 filed with the 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)     Asset Management Agreement, dated January 20, 1998, between 
             Golden American and ING Investment Management LLC

     (g)     Reciprocal Loan Agreement, dated January 1, 1998, as amended 
             March 20, 1998, between Golden American and ING America Insurance
             Holdings, Inc.

                                   INDEX

                            Exhibits to Form 10-Q
                       Six Months ended June 30, 1998
                   GOLDEN AMERICAN LIFE INSURANCE COMPANY

     (h)     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))
       
27   FINANCIAL DATA SCHEDULE (ELECTRONIC FILING ONLY)