UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                   FORM 10-Q/A
                                 Amendment No. 1
(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, 2003

                                       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: 333-104539, 333-104546, 333-104547,
                            333-104548, 333-57212
                            -----------------------------------


                     Golden American Life Insurance Company
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

                      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: As of August 12, 2003, 250,000
shares of Common Stock, $10 Par Value, are authorized,  issued, and outstanding,
all of which were directly owned by Equitable Life Insurance Company of Iowa. As
of August 12, 2003,  50,000  shares of Preferred  Stock,  $5,000 Par Value,  are
authorized. None Outstanding.

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).


<PAGE>




EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A ("Amendment") is being filed with respect to
our Quarterly  Report on Form 10-Q for the quarterly period ended June 30, 2003,
filed with the  Securities  and Exchange  Commission  on August 12,  2003.  This
Amendment reflects an adjustment to net income for the six months ended June 30,
2003 and does not impact  results for the three months ended June 30, 2003.  The
adjustment  reflected  herein  relates to a  compilation  error in the line item
"Policy  acquisition  costs  deferred"  in the amount of $10.0  million,  with a
corresponding  tax effect of $3.5  million in the line item  "Income tax expense
(benefit)"  in Part I, Item 1,  Condensed  Consolidated  Statements  of  Income.
Consequently,  Part I, Item 2, Management's Narrative Analysis of the Results of
Operations and Financial  Condition,  was updated to reflect these  adjustments.
Additionally,  in accordance with Regulation S-K, the Certifications required by
Section 302 and Section 906 of the  Sarbanes-Oxley  Act of 2002 are  attached as
exhibits  to the 10-Q/A in Part II,  Item 6,  Exhibits  and Reports on Form 8-K.
This Amendment does not contain  updates to reflect any events  occurring  after
the original  August 12, 2003 filing of our Form 10-Q for the  quarterly  period
ended June 30, 2003. All  information  contained in this Amendment is subject to
updating and  supplementing as provided in our reports filed with the Securities
and Exchange  Commission,  as may be amended, for periods subsequent to the date
of the original filing of the Form 10-Q for the quarterly  period ended June 30,
2003.


<PAGE>


             GOLDEN AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (A wholly-owned subsidiary of Equitable Life Insurance Company of Iowa)
                  Form 10Q/A for the period ended June 30, 2003


                                      INDEX

                                                                           Page
                                                                           ----
PART I.          FINANCIAL INFORMATION (Unaudited)

Item 1.          Financial Statements:
                 Condensed Consolidated Statements of Income                 4
                 Condensed Consolidated Balance Sheets                       5
                 Condensed Consolidated Statements of Changes in
                   Shareholder's Equity                                      6
                 Condensed Consolidated Statements of Cash Flows             7
                 Notes to Condensed Consolidated Financial Statements        8

Item 2.          Management's Narrative Analysis of the Results of
                   Operations and Financial Condition                       13

PART II.         OTHER INFORMATION

Item 6.          Exhibits and Reports on Form 8-K                           22

Signatures                                                                  23

Certifications                                                              24



<PAGE>

PART I.       FINANCIAL INFORMATION (UNAUDITED)

Item 1.       Financial Statements


             GOLDEN AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (A wholly-owned subsidiary of Equitable Life Insurance Company of Iowa)


                   Condensed Consolidated Statements of Income
                                   (Unaudited)
                                   (Millions)
<TABLE>
<CAPTION>

<S>                                                <C>              <C>               <C>              <C>


                                                      Three months ended June 30,         Six months ended June 30,
                                                        2003             2002              2003             2002
                                                   ---------------  ----------------  ---------------  ---------------
Revenue:
    Fee income                                      $        73.2    $         57.4    $       131.8    $       109.1
    Net investment income                                    27.0              40.9            115.1             74.3
    Net realized capital gains (losses)                      49.0              (9.1)            72.2            (24.8)
    Other income (loss)                                      (1.6)                -             (0.1)               -
                                                   ---------------  ----------------  ---------------  ---------------
Total revenue                                               147.6              89.2            319.0            158.6
                                                   ---------------  ----------------  ---------------  ---------------

Benefits, losses and expenses:
    Benefits:
      Interest credited and other
        benefits to policyholders                            37.4              55.9            163.2            111.2
    Underwriting, acquisition, and
      insurance expenses:
        General expenses                                     25.6              35.5             53.0             74.3
        Commissions                                          67.8              99.7            102.8            163.9
        Policy acquisition costs deferred                   (57.4)            (94.7)           (91.9)          (156.5)
    Amortization of deferred policy
      acquisition costs and value of
      business acquired                                      43.5              32.7             88.2             32.6
    Other:
      Expense and charges reimbursed
        under modified coinsurance
        agreements                                          (33.0)            (28.8)           (51.1)           (57.3)
      Interest expense                                        3.4               4.8              6.8              9.5
                                                   ---------------  ----------------  ---------------  ---------------
Total benefits, losses and expenses                          87.3             105.1            271.0            177.7
                                                   ---------------  ----------------  ---------------  ---------------
Income (loss) before income taxes                            60.3             (15.9)            48.0            (19.1)

Income tax expense (benefit)                                 19.4              (5.5)            15.1             (6.5)
                                                   ---------------  ----------------  ---------------  ---------------
Net income (loss)                                   $        40.9    $        (10.4)   $        32.9    $       (12.6)
                                                   ===============  ================  ================ ===============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                        4


<PAGE>


             GOLDEN AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (A wholly-owned subsidiary of Equitable Life Insurance Company of Iowa)


                      Condensed Consolidated Balance Sheets
                          (Millions, except share data)

<TABLE>
<CAPTION>
<S>                                                                                   <C>              <C>


                                                                                       June 30, 2003     December 31,
                                                                                        (Unaudited)          2002
                                                                                      ---------------  ---------------
Assets
Investments:
    Fixed maturities, available for sale, at fair value
      (amortized cost of $5,443.0 at 2003 and $4,720.1 at 2002)                        $     5,795.8    $     4,936.4
    Equity securities, at fair value:
      Investment in mutual funds (cost of $19.0 at 2003
       and $22.9 at 2002)                                                                       17.1             19.0
    Mortgage loans on real estate                                                              558.4            482.4
    Policy loans                                                                                16.9             16.0
    Other investments                                                                           32.8              2.2
                                                                                      ---------------  ---------------
Total investments                                                                            6,421.0          5,456.0

Cash and cash equivalents                                                                      210.8            148.5
Accrued investment income                                                                       72.6             61.9
Reinsurance recoverable                                                                         19.6            196.9
Receivable for securities sold                                                                  36.5                -
Deferred policy acquisition costs                                                              693.9            678.0
Value of business acquired                                                                       0.1              8.5
Other assets                                                                                    14.8              5.3
Assets held in separate accounts                                                            13,345.6         11,029.3
                                                                                      ---------------  ---------------
Total assets                                                                           $    20,814.9    $    17,584.4
                                                                                      ===============  ===============

Liabilities and Shareholder's Equity
Policy liabilities and accruals:
    Future policy benefits and claims reserves                                         $     5,414.6    $     5,159.1
Notes to affiliates                                                                            170.0            170.0
Due to affiliates                                                                               76.0                -
Payables for securities purchased                                                               97.7                -
Dollar roll obligations                                                                         92.1             40.0
Current income taxes                                                                             7.4             42.4
Deferred income taxes                                                                          194.8             79.8
Other liabilities                                                                               62.0             64.7
Liabilities related to separate accounts                                                    13,345.6         11,029.3
                                                                                      ---------------  ---------------
Total liabilities                                                                           19,460.2         16,585.3
                                                                                      ---------------  ---------------
Shareholder's equity
    Common stock (250,000 shares authorized,
      issued and outstanding; $10.00 per share par value)                                        2.5              2.5
    Additional paid-in capital                                                               1,358.4          1,128.4
    Accumulated other comprehensive income                                                      94.8              2.1
    Retained deficit                                                                          (101.0)          (133.9)
                                                                                      ---------------  ---------------
Total shareholder's equity                                                                   1,354.7            999.1
                                                                                      ---------------  ---------------
Total liabilities and shareholder's equity                                             $    20,814.9    $    17,584.4
                                                                                      ===============  ===============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       5


<PAGE>


             GOLDEN AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (A wholly-owned subsidiary of Equitable Life Insurance Company of Iowa)


      Condensed Consolidated Statements of Changes in Shareholder's Equity
                                   (Unaudited)
                                   (Millions)

<TABLE>
<CAPTION>
<S>                                                                                   <C>              <C>


                                                                                         Six Months Ended June 30,
                                                                                           2003             2002
                                                                                      ---------------  ---------------
Shareholder's equity, beginning of period                                              $       999.1    $       817.8
Comprehensive income (loss):
    Net income (loss)                                                                           32.9            (12.6)
    Other comprehensive income (loss) net of tax: unrealized gain (loss)
      on securities ($142.6 and $(1.9), pretax year to date)                                    92.7             (1.2)
                                                                                      ---------------  ---------------
Total comprehensive income (loss)                                                              125.6            (13.8)
Loss on sale to affiliate                                                                          -             (3.0)
Contribution of capital                                                                        230.0            125.0
                                                                                      ---------------  ---------------
Shareholder's equity, end of period                                                    $     1,354.7    $       926.0
                                                                                      ===============  ===============

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      6


<PAGE>


             GOLDEN AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES
     (A wholly-owned subsidiary of Equitable Life Insurance Company of Iowa)



                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                   (Millions)
<TABLE>
<CAPTION>
<S>                                                                                   <C>             <C>

                                                                                        Six months ended June 30,
                                                                                           2003            2002
                                                                                      --------------  --------------
Net cash provided by operating activities                                              $      344.4    $      120.7
Cash Flows from Investing Activities
    Proceeds from the sale, maturity, or repayment of:
      Fixed maturities available for sale                                                   4,058.1         3,052.1
      Equity securities                                                                         2.9               -
      Mortgage loans on real estate                                                            26.1            10.6
    Acquisition of investments:
      Fixed maturities available for sale                                                  (4,715.8)       (4,746.3)
      Equity securities                                                                           -           (22.5)
      Mortgage loans on real estate                                                          (102.2)          (43.1)
      Other investments                                                                       (30.6)              -
    Disposal of subsidiary at book value                                                          -           (31.6)
    Proceeds from sale of interest in subsidiary                                                  -            27.9
    (Increase) decrease in policy loans                                                        (0.9)           (1.2)
    Purchase of property and equipment                                                         (0.7)           (0.5)
                                                                                      --------------  --------------
Net cash used in investing activities                                                        (763.1)       (1,754.6)
                                                                                      --------------  --------------
Cash Flows from Financing Activities
    Deposits and interest credited for investment contracts                                   791.9         2,334.2
    Maturities and withdrawals from insurance and investment contracts                       (157.1)          (80.6)
    Transfers to separate accounts                                                           (518.3)         (584.2)
    Repayment of notes payable                                                                    -           (76.4)
    Cash received on reinsurance recapture                                                    134.5               -
    Contribution of capital from parent                                                       230.0           125.0
                                                                                      --------------  --------------
Net cash provided by financing activities                                                     481.0         1,718.0
                                                                                      --------------  --------------
Net increase in cash and cash equivalents                                                      62.3            84.1

Cash and cash equivalents, beginning of period                                                148.5           195.7
                                                                                      --------------  --------------
Cash and cash equivalents, end of period                                               $      210.8    $      279.8
                                                                                      ==============  ==============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      7


<PAGE>


GOLDEN AMERICAN LIFE INSURANCE COMPANY
(A wholly-owned subsidiary of Equitable Life Insurance Company of Iowa)
Notes to Condensed Financial Statements (Unaudited)
--------------------------------------------------------------------------------

1.   Basis of Presentation

     Golden  American Life  Insurance  Company  ("Golden  American") and through
     April 1, 2002,  its  wholly-owned  subsidiary,  First Golden  American Life
     Insurance Company of New York ("First Golden") (collectively the "Company")
     are  providers  of financial  products  and services in the United  States.
     Golden  American,  a  wholly-owned  subsidiary of Equitable  Life Insurance
     Company  of Iowa  ("Equitable  Life"  or the  "Parent"),  is a  stock  life
     insurance company organized under the laws of the State of Delaware. Golden
     American  was  originally  incorporated  under  the  laws of the  State  of
     Minnesota  on  January  2,  1973,  in the name of St.  Paul Life  Insurance
     Company.  Equitable Life is a wholly-owned  subsidiary of Lion  Connecticut
     Holding,  Inc.  ("Lion  Connecticut")  which  is an  indirect  wholly-owned
     subsidiary of ING Groep N.V. ("ING"),  a global financial  services holding
     company based in The Netherlands.

     On June 25, 2003,  each Board of  Directors  and each sole  shareholder  of
     Equitable Life Insurance  Company of Iowa,  United Life & Annuity Insurance
     Company and USG Annuity & Life  Company (the  "Merger  Companies")  and the
     Board of Directors and sole  shareholder of the Company  approved a plan to
     merge the Merger  Companies  with and into the Company.  It is  anticipated
     that the merger will be effective  on January 1, 2004 (the "merger  date"),
     subject to certain regulatory approvals.  As of the merger date, the Merger
     Companies  will cease to exist and will be succeeded  by the  Company.  The
     Merger  Companies,  as  well as the  Company,  are  indirect,  wholly-owned
     subsidiaries  of ING.  The  Company  is  currently  a  Delaware  stock life
     insurance company.  Immediately prior to the merger, it is anticipated that
     the Company will become an Iowa insurance  company.  It is also anticipated
     that upon the merger the  Company  will be renamed ING USA Annuity and Life
     Insurance Company.

     The condensed  consolidated  financial  statements and notes as of June 30,
     2003 and December 31, 2002 and for the three and  six-month  periods  ended
     June 30, 2003 and 2002 ("interim periods") have been prepared in accordance
     with  accounting  principles  generally  accepted  in the United  States of
     America and are unaudited.  The condensed consolidated financial statements
     reflect all  adjustments  (consisting  only of normal  recurring  accruals)
     which  are,  in  the  opinion  of   management,   necessary  for  the  fair
     presentation of the consolidated financial position,  results of operations
     and cash  flows  for the  interim  periods.  These  condensed  consolidated
     financial  statements  and  notes  should be read in  conjunction  with the
     consolidated  financial  statements  and related  notes as presented in the
     Company's  2002 Annual Report on Form 10-K.  The results of operations  for
     the interim  periods  should not be considered  indicative of results to be
     expected  for the full year.  Certain  reclassifications  have been made to
     2002 financial information to conform to the 2003 presentation.

     The Company  conducts  its business  through one  operating  segment,  U.S.
     Financial  Services  ("USFS"),  and  revenue  reported  by the  Company  is
     predominantly derived from external customers.

                                       8



<PAGE>




2.   Recently Adopted Accounting Standards

     Accounting for Goodwill and Other Intangible Assets

     During 2002,  the Company  adopted  Financial  Accounting  Standards  Board
     ("FASB")  Statement  of  Financial  Accounting  Standards  ("FAS") No. 142,
     "Goodwill and Other Intangible Assets" ("FAS No.142"). The adoption of this
     standard  resulted  in an  impairment  loss of  $135.3  million,  which was
     recorded by the Company in the fourth quarter of 2002. This impairment loss
     represented  the entire  carrying  amount of goodwill,  net of  accumulated
     amortization.  This  impairment  charge was shown as a change in accounting
     principle on the December 31, 2002 Consolidated Income Statement. Effective
     January 1, 2002, the Company applied the non-amortization  provision of the
     new standard,  therefore,  the  Company's net income is comparable  for all
     periods presented.


3.   New Accounting Pronouncements

     In July 2003,  the  American  Institute  of  Certified  Public  Accountants
     (AICPA) issued  Statement of Position (SOP) 03-1,  Accounting and Reporting
     by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts
     and for Separate Accounts, which the Company intends to adopt on January 1,
     2004. The impact on the financial statements is not known at this time.


4.   Deferred Policy Acquisition Costs and Value of Business Acquired

     Deferred Policy  Acquisition  Costs ("DAC") is an asset,  which  represents
     certain costs of acquiring certain insurance  business,  which are deferred
     and  amortized.  These  costs,  all of which  vary  with and are  primarily
     related to the production of new and renewal business,  consist principally
     of commissions,  certain  underwriting and contract issuance expenses,  and
     certain agency expenses.  Value of business  acquired ("VOBA") is an asset,
     which  represents the present value of estimated net cash flows embedded in
     the Company's contracts, which existed at the time the Company was acquired
     by ING. DAC and VOBA are evaluated for recoverability at each balance sheet
     date and these assets would be reduced to the extent that gross profits are
     inadequate to recover the asset.

     The  amortization  methodology  varies  by  product  type  based  upon  two
     accounting  standards:  FAS No. 60,  "Accounting and Reporting by Insurance
     Enterprises"  ("FAS No. 60") and FAS No. 97,  "Accounting  and Reporting by
     Insurance  Enterprises  for Certain  Long-Duration  Contracts  and Realized
     Gains and Losses from the Sale of Investments" ("FAS No. 97").

     Under  FAS  No.  60,  acquisition  costs  for  traditional  life  insurance
     products,  which  primarily  include  whole  life and term  life  insurance
     contracts,  are amortized over the premium  payment period in proportion to
     the premium revenue recognition.

                                      9


<PAGE>



     Under FAS No. 97, acquisition costs for universal life and  investment-type
     products,  which  include  universal  life  policies and fixed and variable
     deferred  annuities,  are amortized over the life of the blocks of policies
     (usually 25 years) in relation to the emergence of estimated  gross profits
     from surrender charges,  investment margins, mortality and expense margins,
     asset-based fee income,  and actual realized gains (losses) on investments.
     Amortization  is  adjusted  retrospectively  when  estimates  of current or
     future gross profits to be realized from a group of products are revised.

     VOBA activity for the six months ended June 30, 2003 was as follows:

<TABLE>
<CAPTION>
         <S>                                                                          <C>

         (Millions)
         ----------
         Balance at December 31, 2002                                                 $      8.5
             Adjustment for FAS No. 115                                                     (5.1)
             Interest accrued at 7%                                                          0.4
             Amortization                                                                   (3.7)
                                                                                     -----------------
         Balance at June 30, 2003                                                     $      0.1
                                                                                     =================
</TABLE>

     VOBA activity for the six months ended June 30, 2003 was as follows:


5.   Investments

     Impairments

     During the three months ended June 30, 2003,  the Company  determined  that
     two fixed maturities had other than temporary impairments. As a result, for
     the three months ended June 30, 2003, the Company recognized a pre-tax loss
     of $0.9 million to reduce the  carrying  value of the fixed  maturities  to
     their fair  value of $1.8  million  at the time of  impairment.  During the
     three months ended June 30, 2002, the Company  determined  that seven fixed
     maturities had other than temporary impairments. As a result, for the three
     months ended June 30, 2002,  the Company  recognized a pre-tax loss of $6.5
     million to reduce the carrying value of the fixed  maturities to their fair
     value of $6.6 million at the time of impairment.

     During the first six months of 2003, the Company determined that five fixed
     maturities had other than temporary  impairments.  As a result, for the six
     months ended June 30, 2003,  the Company  recognized a pre-tax loss of $5.7
     million to reduce the carrying value of the fixed  maturities to their fair
     value of $12.5  million  at the time of  impairment.  During  the first six
     months of 2002, the Company  determined that ten fixed maturities had other
     than temporary impairments.  As a result, for the six months ended June 30,
     2002,  the Company  recognized a pre-tax loss of $6.9 million to reduce the
     carrying value of the fixed  maturities to their fair value of $7.2 million
     at the time of impairment.

                                      10



<PAGE>



6.   Severance

     In December  2001,  ING announced its  intentions to further  integrate and
     streamline the U.S.-based  operations of ING Americas  (which  includes the
     Company) in order to build a more customer-focused organization. During the
     first  quarter  2003,  the  Company  performed  a  detail  analysis  of its
     severance  accrual.  As part of this  analysis,  the Company  corrected the
     initial  planned  number of people to eliminate  from 252 to 228 (corrected
     from the 2002 Annual  Report on Form 10K) and extended the date of expected
     completion  for  severance  actions to June 30, 2003.  Activity for the six
     months ended June 30, 2003 within the  severance  liability  and  positions
     eliminated related to such actions were as follows:

<TABLE>
<CAPTION>
         <S>                                                                          <C>               <C>


         (Millions, except positions data)                                                Liability           Positions
         ---------------------------------                                            -----------------  ------------------
         Balance at December 31, 2002                                                   $      0.8                34.0
             Payments                                                                         (0.8)                  -
             Positions eliminated due to internal replacement jobs                               -               (34.0)
                                                                                      -----------------  ------------------
         Balance at June 30, 2003                                                       $        -                   -
                                                                                      =================  ==================
</TABLE>


7.   Income Taxes

     The Company's  effective tax rates for the three months ended June 30, 2003
     and  June 30,  2002  were  32.2% and  34.6%,  respectively.  The  Company's
     effective  tax rates for the six months  ended June 30,  2003 and 2002 were
     31.5%  and  34.0%,  respectively.  The  rates  are  lower  in 2003 due to a
     significant increase in the dividends received deductions.


8.   Commitments and Contingent Liabilities

     Commitments

     Through the normal course of investment operations,  the Company commits to
     either  purchase or sell  securities,  commercial  mortgage  loans or money
     market  instruments at a specified  future date and at a specified price or
     yield.  The  inability of  counterparties  to honor these  commitments  may
     result in either higher or lower replacement cost. Also, there is likely to
     be a change in the value of the securities  underlying the commitments.  At
     June 30, 2003 and  December  31, 2002,  the Company had  off-balance  sheet
     commitments  to  purchase  investments  equal to their fair value of $304.4
     million and $77.0 million, respectively.

                                      11


<PAGE>


     Litigation

     The Company is a party to threatened or pending  lawsuits  arising from the
     normal  conduct of business.  Due to the climate in insurance  and business
     litigation,   suits  against  the  Company  sometimes  include  claims  for
     substantial compensatory, consequential or punitive damages and other types
     of  relief.  Moreover,  certain  claims  are  asserted  as  class  actions,
     purporting to represent a group of similarly situated individuals. While it
     is not  possible to  forecast  the  outcome of such  lawsuits,  in light of
     existing insurance, reinsurance and established reserves, it is the opinion
     of  management  that  the  disposition  of such  lawsuits  will  not have a
     materially  adverse  effect  on  the  Company's   operations  or  financial
     position.


9.   Reinsurance

     In March 2003, the Company amended its reinsurance  agreement with Security
     Life of Denver International ("SLDI"), an affiliate.  Under this amendment,
     the Company  terminated the  reinsurance  agreement for all inforce and new
     business  and  recaptured  all  in  force  business   reinsured  under  the
     reinsurance  agreement  between the Company and SLDI retroactive to January
     1,  2003.  SLDI  was  released  from  all  of  its  liabilities  under  the
     reinsurance  agreement  retroactive  to  January  1,  2003 and the  Company
     reduced its reinsurance  recoverable related to these liabilities by $150.1
     million.  On March 28, 2003, SLDI transferred  assets to the Company in the
     amount of $185.6  million.  The difference in amounts  transferred on March
     28, 2003 and the reduction of the reinsurance  recoverable as of January 1,
     2003 reflects adjustments on the investment income on the assets and letter
     of credit costs between January 1, 2003 and the date of the asset transfer.
     It also encompasses the net effect of a recapture fee paid in the amount of
     $5.0  million  offset by the  receipt of a $24.1  million  negative  ceding
     commission.  The net  impact of which was  deferred  in policy  acquisition
     costs and is being amortized over the period of estimated future profits.


10.  Subsequent Event

     On July 21, 2003, the Insurance  Division of the State of Iowa approved the
     Articles of Merger of Golden  American with the Merger  Companies.  Also on
     July 21, 2003,  the  Insurance  Division of the State of Iowa  approved the
     Restated   Articles   of   Incorporation,    effectively    approving   the
     re-domestication of the Company upon merger.

                                      12

<PAGE>



Item 2.   Management's Narrative Analysis of the Results of Operations and
          Financial Condition

          Overview

          The  following  narrative  analysis of the results of  operations  and
          financial   condition  presents  a  review  of  Golden  American  Life
          Insurance  Company ("Golden  American") and through April 1, 2002, its
          wholly-owned subsidiary,  First Golden American Life Insurance Company
          of New York ("First Golden")  (collectively  the "Company") as of June
          30, 2003 and December 31, 2002 and for the three and six-month periods
          ended  June  30,  2003  and  2002.  This  review  should  be  read  in
          conjunction with the condensed  consolidated  financial statements and
          other data presented herein,  as well as the  "Management's  Narrative
          Analysis of the Results of Operations and Financial Condition" section
          contained in the  Company's  2002 Annual  Report on Form 10-K.

          On June 25, 2003, each Board of Directors and each sole shareholder of
          Equitable  Life  Insurance  Company  of Iowa,  United  Life &  Annuity
          Insurance  Company  and  USG  Annuity  &  Life  Company  (the  "Merger
          Companies")  and the Board of Directors  and sole  shareholder  of the
          Company  approved a plan to merge the Merger  Companies  with and into
          the Company.  It is  anticipated  that the merger will be effective on
          January 1, 2004 (the  "merger  date"),  subject to certain  regulatory
          approvals.  As of the merger date, the Merger  Companies will cease to
          exist and will be succeeded by the Company.  The Merger Companies,  as
          well as the Company, are indirect,  wholly-owned  subsidiaries of ING.
          The Company is  currently  a Delaware  stock life  insurance  company.
          Immediately  prior to the merger,  it is anticipated  that the Company
          will become an Iowa insurance  company.  It is also  anticipated  that
          upon the merger the  Company  will be renamed ING USA Annuity and Life
          Insurance Company.

          Nature of Business

          The  Company  offers a  portfolio  of  variable  and  fixed  insurance
          products  designed to meet customer needs for  tax-advantaged  savings
          for retirement and protection from death.  The Company's  variable and
          fixed  insurance  products are marketed by  broker/dealers,  financial
          institutions,  and insurance  agents.  The Company's primary customers
          are consumers and corporations.

          Recently Adopted Accounting Standards

          Accounting for Goodwill and Other Intangible Assets

          During 2002, the Company adopted Financial  Accounting Standards Board
          ("FASB") Statement of Financial  Accounting Standards ("FAS") No. 142,
          "Goodwill and Other Intangible Assets" ("FAS No.142"). The adoption of
          this standard  resulted in an impairment  loss of $135.3 million which
          was  recorded  by the  Company  in the fourth  quarter  of 2002.  This

                                      13



<PAGE>



          impairment  loss  represented  the entire carrying amount of goodwill,
          net of accumulated amortization. This impairment charge was shown as a
          change in accounting  principle on the December 31, 2002  Consolidated
          Income  Statement.  Effective January 1, 2002, the Company applied the
          non-amortization  provision  of  the  new  standard,   therefore,  the
          Company's net income is comparable for all periods presented.

          New Accounting Pronouncements

          In July 2003, the American  Institute of Certified Public  Accountants
          (AICPA)  issued  Statement  of  Position  (SOP) 03-1,  Accounting  and
          Reporting  by  Insurance   Enterprises   for  Certain   Nontraditional
          Long-Duration  Contracts and for Separate Accounts,  which the Company
          intends  to adopt on January  1,  2004.  The  impact on the  financial
          statements is not known at this time.

          Critical Accounting Policies

          General

          The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States requires the use of
          estimates and assumptions in certain circumstances that affect amounts
          reported in the  accompanying  consolidated  financial  statements and
          related footnotes. These estimates and assumptions are evaluated on an
          on-going basis based on historical  developments,  market  conditions,
          industry  trends and other  information  that is reasonable  under the
          circumstances.  There can be no  assurance  that actual  results  will
          conform to estimates and  assumptions,  and that  reported  results of
          operations will not be affected in a materially  adverse manner by the
          need to make future accounting adjustments to reflect changes in these
          estimates and assumptions from time to time.

          The Company has identified the following estimates as critical in that
          they  involve  a  higher  degree  of  judgment  and are  subject  to a
          significant  degree of  variability.  In  developing  these  estimates
          management makes subjective and complex  judgments that are inherently
          uncertain and subject to material  changes as facts and  circumstances
          develop.   Although   variability  is  inherent  in  these  estimates,
          management  believes the amounts  provided are appropriate  based upon
          the facts  available upon  compilation  of the condensed  consolidated
          financial statements.

          Investment Impairment Testing

          The Company reviews the general account investments for impairments by
          considering  the length of the time and the extent to which the market
          value has been less than cost;  the financial  condition and near term
          prospects  of  the  issuer;  future  economic  conditions  and  market
          forecasts;  and  the  Company's  intent  and  ability  to  retain  the
          investment in the issuer for a period of time  sufficient to allow for
          recovery in market value. Based on the facts and circumstances of each
          case,  management  uses  judgment in deciding  whether any  calculated
          impairments  are  temporary  or  other  than   temporary.   For  those
          impairments judged to be other than temporary, the Company reduces the
          carrying  value of those  investments  to the  current  fair value and
          records impairment losses for the difference.

                                      14



<PAGE>



          Amortization of Deferred Acquisition Costs and Value of Business
          Acquired

          Deferred  policy  acquisition  costs  ("DAC")  and  value of  business
          acquired  ("VOBA") are  amortized  with  interest over the life of the
          contracts  (usually  25 years) in  relation  to the  present  value of
          estimated gross profits from projected  interest margins,  asset-based
          fees,  policy   administration   and  surrender  charges  less  policy
          maintenance fees.

          Changes  in  assumptions   can  have  a  significant   impact  on  the
          calculation of DAC/VOBA and its related amortization  patterns. Due to
          the relative size of the DAC/VOBA  balance and the  sensitivity of the
          calculation  to minor changes in the  underlying  assumptions  and the
          related volatility that could result in the reported DAC/VOBA balance,
          the Company performs a quarterly analysis of DAC/VOBA. At each balance
          sheet date, actual historical gross profits are reflected and expected
          future  gross  profits  and  related  assumptions  are  evaluated  for
          continued reasonableness.

          Any adjustment in estimated profit requires that the amortization rate
          be revised  retroactively  to the date of policy or contract  issuance
          ("unlocking"),  which could be significant.  The cumulative difference
          related to prior  periods is  recognized as a component of the current
          period's  amortization,  along with  amortization  associated with the
          actual gross profits of the period. In general, increases in estimated
          returns  result in increased  expected  future  profitability  and may
          lower the rate of amortization, while increases in lapse/surrender and
          mortality  assumptions  or  decreases  in returns  reduce the expected
          future  profitability of the underlying  business and may increase the
          rate of amortization.

          One of the most significant  assumptions involved in the estimation of
          future gross profits for variable universal life and variable deferred
          annuity products is the assumed return associated with future separate
          account performance. To reflect the near-term and long-term volatility
          in the  equity  markets  this  assumption  involves a  combination  of
          near-term   expectations  and  a  long-term  assumption  about  market
          performance.  The overall return  generated by the separate account is
          dependent  on  several  factors,  including  the  relative  mix of the
          underlying  sub-accounts  among bond funds and equity funds as well as
          equity sector weightings.

          Forward-Looking Information/Risk Factors

          In  connection  with  the  "safe  harbor"  provisions  of the  Private
          Securities Litigation Reform Act of 1995, the Company cautions readers
          regarding certain forward-looking  statements contained in this report
          and in any other  statements  made by, or on behalf of,  the  Company,
          whether or not in future  filings  with the  Securities  and  Exchange
          Commission  ("SEC").  Forward-looking  statements  are  statements not
          based on historical information and which relate to future operations,
          strategies, financial results, or other developments. Statements using

                                      15



<PAGE>



          verbs such as  "expect,"  "anticipate,"  "believe" or words of similar
          import generally involve forward-looking statements.  Without limiting
          the foregoing,  forward-looking  statements  include  statements which
          represent the Company's beliefs  concerning future levels of sales and
          redemptions of the Company's products,  investment spreads and yields,
          or the earnings and profitability of the Company's activities.

          Forward-looking  statements  are  necessarily  based on estimates  and
          assumptions  that are  inherently  subject  to  significant  business,
          economic and  competitive  uncertainties  and  contingencies,  many of
          which are beyond the  Company's  control and many of which are subject
          to change.  These  uncertainties and contingencies  could cause actual
          results   to  differ   materially   from   those   expressed   in  any
          forward-looking statements made by, or on behalf of, the Company.

          Whether or not actual results differ  materially from  forward-looking
          statements  may  depend  on  numerous  foreseeable  and  unforeseeable
          developments.  Some may be national in scope, such as general economic
          conditions,  changes  in tax law and  changes in  interest  rates (for
          additional information, see the Legal Initiatives section below). Some
          may be related to the insurance  industry  generally,  such as pricing
          competition,   regulatory  developments  and  industry  consolidation.
          Others  may  relate  to the  Company  specifically,  such  as  credit,
          volatility and other risks  associated  with the Company's  investment
          portfolio.  Investors  are also  directed to consider  other risks and
          uncertainties  discussed  in  documents  filed by the Company with the
          SEC. The Company  disclaims any  obligation to update  forward-looking
          information.

          Results of Operations

          Fee income  increased by $15.8 million and $22.7 million for the three
          and six months ended June 30, 2003, respectively, compared to the same
          periods  ended June 30, 2002.  The  increase is  primarily  due to the
          increase in average  variable  assets under  management as well as the
          recapture  of a  reinsurance  agreement  which  caused  a  significant
          reduction in ceded premium.

          Net  investment  income  for the  three  months  ended  June 30,  2003
          decreased by $13.9  million,  compared to the same period in 2002. The
          decrease is due to futures  losses offset by an increase in investment
          asset levels. Net investment income increased by $40.8 million for the
          six months ended June 30,  2003,  compared to the same period in 2002.
          The increase is due to positive volume variances from additions to the
          portfolio from policy sales offsetting negative yield variances.

          Net realized  capital  gains for the three and six month periods ended
          June 30, 2003  increased  by $58.1  million  and $97.0,  respectively,
          compared  to the same period in 2002,  primarily  due to a decrease in
          the treasury rate. The 10-year  treasury yield  (constant  maturities)
          was 4.8% at June 30,  2002 and 3.5% at June 30,  2003.  In a declining
          rate  environment,  the market value of fixed  maturities  held in the
          Company's  portfolio increases assuming no credit  deterioration.  The
          increase in net realized gains reflects the impact of this variable on

                                      16



<PAGE>



          the overall sale of fixed maturities and the trend in realized gain is
          consistent with the interest rate environment.

          Interest  credited  and other  benefits to the  policyholders  for the
          three months ended June 30, 2003  decreased by $18.5 million  compared
          to the same  period in 2002  primarily  due to a decrease  in guaranty
          benefits  reserve  change  associated  with the recovery of the equity
          markets  partially  offset by  increased  interest  credited on higher
          assets under  management.  Interest credited and other benefits to the
          policyholders  for the six months ended June 30, 2003 increased  $52.0
          million  compared to the same period in 2002  primarily due to a large
          number of sales at the end of 2002, resulting in an increase in assets
          under  management.  Also contributing to the increase is the recapture
          of a reinsurance  agreement  causing a significant  reduction in ceded
          benefits.

          The decrease of $9.9 million and $21.3 million in general expenses for
          the  three  and six  months  ended  June 30,  2003,  respectively,  is
          primarily due to a lower  allocation of corporate and service  charges
          from the Company's parent and other affiliates who provide services to
          the  Company,   due  to  increased   efficiencies  gained  from  ING's
          company-wide cost reduction efforts. Also contributing to the decrease
          is a decline in sales resulting in lower general expenses.

          Commissions  for the three  months  ended June 30, 2003  decreased  by
          $31.9  million  compared to the same period in 2002  primarily  due to
          lower sales  resulting  in less  commission.  Commissions  for the six
          months ended June 30, 2003 decreased by $61.1 million  compared to the
          same period in 2002.  The  decrease  is the result of a $24.1  million
          negative ceding commission as a part of the recapture of a reinsurance
          agreement which was deferred in the policy  acquisition costs deferred
          line coupled with lower sales which reduce commissions paid.

          The decrease of $37.3 million and $64.6 million in policy  acquisition
          costs  deferred  for the three and six  months  ended  June 30,  2003,
          respectively,  is primarily  due to the reduced  commissions  on lower
          sales as well as the deferral of the $19.1 million net gain attributed
          to the recapture of a reinsurance agreement.

          Amortization  of  deferred  policy  acquisition  costs  and  value  of
          business  acquired  for the three and six months  ended June 30, 2003,
          increased  by $10.8  million  and $55.6  million  compared to the same
          period in 2002.  Amortization of long-duration products is recorded in
          proportion to actual and  estimated  future gross  profits.  Estimated
          gross profits are computed based on underlying  assumptions related to
          the  underlying  contracts,  including  but not  limited  to  interest
          margins,  mortality,  lapse, premium persistency,  expenses, and asset
          growth.   The  increase  in  the   amortization   of  deferred  policy
          acquisition costs and value of insurance  acquired reflects the impact
          of these variables on the overall book of business.

                                     17


<PAGE>


          Expense and charges  reimbursed under modified  coinsurance  ("MODCO")
          agreements for the three months ended June 30, 2003, increased by $4.2
          million,  compared  to the  same  period  in  2002.  The  increase  is
          primarily  due to new business in 2003  compared to the same period in
          2002 with commission and expense associated with it. In addition,  the
          total  in-force is higher in 2003,  causing the expense  allowances on
          the in-force to increase.  Expense and charges  reimbursed under MODCO
          agreements decreased by $6.2 million for the six months ended June 30,
          2003,  compared to the same period in 2002.  The decrease is primarily
          due to transfers  from fixed accounts not covered by MODCO to variable
          accounts  that  are  covered  and the  associated  expense  allowances
          decrease.

          The decrease of $1.4 million and $2.7 million in interest  expense for
          the  three  and six  months  ended  June 30,  2003,  respectively,  is
          primarily due to the redemption of two notes on June 28, 2002.

          Net income  increased by $51.3 million and $45.5 million for the three
          and six months ended June 30, 2003,  respectively,  as compared to the
          three  and six  months  ended  June  30,  2002.  Higher  earnings  are
          primarily   the  result  of  increased   realized   capital  gains  on
          investments  offset by  amortization  of deferred  policy  acquisition
          costs and value of business acquired.

          Financial Condition

          Investments

          Fixed Maturities

          At June 30, 2003 and December 31, 2002,  the Company's  carrying value
          of available for sale fixed  maturities  represented  90.3% and 90.5%,
          respectively,  of the total general  account  invested  assets.  Total
          fixed  maturities  reflected  net  unrealized  capital gains of $352.8
          million and $216.3  million at June 30, 2003 and  December  31,  2002,
          respectively.

          It is management's objective that the portfolio of fixed maturities be
          of high quality and be well  diversified by market  sector.  The fixed
          maturities in the Company's  portfolio are generally rated by external
          rating agencies and, if not externally rated, are rated by the Company
          on a basis believed to be similar to that used by the rating agencies.
          The average quality rating of the Company's fixed maturities portfolio
          was A+ at June 30, 2003 and December 31, 2002.

          Fixed   maturities   rated  BBB  and   below   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.

                                      18


<PAGE>


          The percentage of total fixed maturities by quality rating category is
          as follows:
<TABLE>
<CAPTION>
<S>                                                                                 <C>                   <C>


                                                                                          June 30,            December 31,
                                                                                            2003                  2002
                                                                                    -------------------   -------------------
              AAA                                                                           34.8    %             34.1    %
              AA                                                                             5.2                   9.2
              A                                                                             24.6                  23.4
              BBB                                                                           32.4                  30.2
              BB                                                                             2.2                   2.3
              B and below                                                                    0.8                   0.8
                                                                                    -------------------   -------------------
              Total                                                                        100.0    %            100.0    %
                                                                                    ===================   ===================
</TABLE>

          The  percentage  of total  fixed  maturities  by  market  sector is as
          follows:

<TABLE>
<CAPTION>
<S>                                                                                 <C>                   <C>


                                                                                         June 30,           December 31,
                                                                                           2003                 2002
                                                                                    -------------------   -------------------
              U.S. Corporate                                                                57.1    %             59.8    %
              Residential Mortgaged-backed                                                  14.2                  13.2
              Commercial/Multifamily Mortgage-backed                                         6.0                   6.0
              Foreign (1)                                                                   12.2                  10.7
              U.S. Treasuries/Agencies                                                       3.4                   4.2
              Asset-backed                                                                   7.1                   6.1
                                                                                    -------------------   -------------------
              Total                                                                        100.0    %            100.0    %
                                                                                    ===================   ===================
</TABLE>

          (1)  Primarily U.S. dollar denominated

          The Company  analyzes  the general  account  investments  to determine
          whether there has been an other than  temporary  decline in fair value
          below  the  amortized  cost  basis in  accordance  with  FAS No.  115,
          "Accounting  for Certain  Investments in Debt and Equity  Securities."
          Management  considers  the  length of the time and the extent to which
          the market value has been less than cost; the financial  condition and
          near term  prospects of the issuer;  future  economic  conditions  and
          market  forecasts;  and the Company's intent and ability to retain the
          investment in the issuer for a period of time  sufficient to allow for
          recovery  in market  value.  If it is  probable  that all  amounts due
          according  to the  contractual  terms of a debt  security  will not be
          collected,  an other than  temporary  impairment is considered to have
          occurred.

          When a decline in fair value is determined to be other than temporary,
          the individual  security is written down to fair value and the loss is
          accounted for as a realized loss.

                                      19


<PAGE>


          Liquidity and Capital Resources

          Liquidity  is the ability of the Company to generate  sufficient  cash
          flows to meet the  cash  requirements  of  operating,  investing,  and
          financing activities. The Company's principal sources of liquidity are
          annuity  premiums and product  charges,  investment  income,  maturing
          investments,  proceeds from debt issuance,  and capital contributions.
          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.

          The Company's  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. The Company
          maintains a $40.0 million  revolving  loan  agreement with ING America
          Insurance Holdings, Inc. ("ING AIH"), an affiliate of the Company, and
          the Company has  established a $75.0 million  revolving  note facility
          with  a  national  bank.  Management  believes  that  its  sources  of
          liquidity  are  adequate  to  meet  the  Company's   short-term   cash
          obligations.

          The  National   Association  of  Insurance   Commissioners'   ("NAIC")
          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 Company has complied with the NAIC's
          risk-based capital reporting  requirements.  Amounts reported indicate
          that the Company has total adjusted capital above all required capital
          levels.

          During  the six months  ended June 30,  2003 and during the year ended
          December 31,  2002,  the Company  received  capital  contributions  of
          $230.0 million and $356.3 million, respectfully.

          Under  the  MODCO   agreement,   Golden   American   received   a  net
          reimbursement  of  expenses  and  charges of $40  million  for the six
          months  ended  June 30,  2003 and  $100.9  million  for the year ended
          December 31, 2002. The Company had a receivable from Equitable Life of
          $11.3  million as of June 30, 2003 and a payable to Equitable  Life of
          $7.1 million as of December 31, 2002,  each for a remaining  amount of
          net cash settlement for the modified coinsurance agreement.

                                      20


<PAGE>


          Legislative Initiatives

          The Jobs and Growth Tax  Relief  Reconciliation  Act of 2003 which was
          enacted  in the second  quarter  may  impact  the  Company.  The Act's
          provisions,  which reduce the tax rates on long-term capital gains and
          corporate  dividends,  impact  the  relative  competitiveness  of  the
          Company's products especially variable annuities.

          Other legislative  proposals under consideration include repealing the
          estate tax, changing the taxation of products, changing life insurance
          company   taxation  and  making  changes  to   nonqualified   deferred
          compensation arrangements.  Some of these proposals, if enacted, could
          have a material effect on life insurance, annuity and other retirement
          savings product sales.

          The  impact on the  Company's  tax  position  and  products  cannot be
          predicted.


                                      21


<PAGE>


PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               31.1 Certificate of David A. Wheat pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002

               31.2 Certificate  of Keith Gubbay  pursuant to Section 302 of the
                    Sarbanes-Oxley  Act of 2002

               32.1 Certificate of David A. Wheat pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002

               32.2 Certificate  of Keith Gubbay  pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002

          (b)  Reports on Form 8-K

               A filing was made on June 26, 2003 in  accordance  with Item 5 of
               Form 8-K: Other Events and Regulation FD Disclosure.  The purpose
               of the filing was to report that on June 25,  2003,  the Board of
               Directors of Golden  American  approved a plan of merger to merge
               Equitable Life Insurance  Company of Iowa,  United Life & Annuity
               Insurance  Company  and USG  Annuity  and Life  Company  ("Merger
               Companies") with and into Golden  American.  The Merger Companies
               are all affiliated  companies of Golden American and, with Golden
               American,  are indirect  wholly owned  subsidiaries  of ING Groep
               N.V.  Immediately  prior to the merger,  it is  anticipated  that
               Golden  American  will  reorganize  to become  an Iowa  insurance
               company and will be renamed  ING USA  Annuity and Life  Insurance
               Company.  The merger is anticipated to be effective on January 1,
               2004,  subject to the approval of the  Department of Insurance of
               the State of Oklahoma.

                                      22


<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.


                            GOLDEN AMERICAN LIFE INSURANCE COMPANY
                                           (Registrant)


November 10, 2003           By /s/ David A. Wheat
-----------------              -------------------------------------------------
      (Date)                   David A. Wheat
                               Senior Vice President and Chief Financial Officer



                                      23


<PAGE>


                                                                    Exhibit 31.1


                                  CERTIFICATION

I, David A. Wheat, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q/A of Golden  American
     Life Insurance Company;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors  (or persons  performing  the  equivalent  functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record,  process,  summarize and report financial information;  and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date      November  10,  2003
          -------------------


By        /s/ David A. Wheat
          ---------------------------------------------------------
          David A. Wheat
          Senior Vice President and Chief Financial Officer
          (Duly Authorized Officer and Principal Financial Officer)




<PAGE>


                                                                    Exhibit 31.2


                                  CERTIFICATION

I, Keith Gubbay, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q/A of Golden  American
     Life Insurance Company;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors  (or persons  performing  the  equivalent  functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record,  process,  summarize and report financial information;  and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date      November  10,  2003
          -------------------


By        /s/ Keith Gubbay
          ---------------------------------------------------------
          Keith Gubbay
          President
          (Duly Authorized Officer and Principal Financial Officer)