SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    FORM 10-Q

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

         For the quarterly period ended             September 30, 2002
                                       -----------------------------------------

                                       OR

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

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

Commission file number    33-87272,  333-51353, 333-28765, 333-28681, 333-28743,
                          333-51949, 333-65009, 333-66745, 333-76941, 333-76945,
                          333-35592, 333-95511, 333-30186, 333-40596, 333-33924,
                          333-95457, 333-59386, 333-59398, 333-59408, 333-52320
                          333-57212, 333-63694, 333-67660, 333-68138, 333-70602
                          333-76150, 333-84394, 333-87152, 333-90528, 333-96597
                          333-96599



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

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

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

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


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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]


                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common  stock,  as of the latest  practicable  date:  As of November  14,  2002,
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 November 14,  2002,  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).

                                       1
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                                       GOLDEN AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES
                                              (A wholly-owned subsidiary of Equitable
                                                   Life Insurance Company of Iowa)
                                            Form 10Q for period ended September 30, 2002


                                                                INDEX

                                                                                                                PAGE
                                                                                                             ----------

                                                                                                               <c>
   PART I.           FINANCIAL INFORMATION  (Unaudited)

   Item 1.           Financial Statements:
                     Condensed Consolidated Statements of Income......................................            3
                     Condensed Consolidated Balance Sheets............................................            4
                     Condensed Consolidated Statements of Changes in Shareholder's Equity.............            5
                     Condensed Consolidated Statements of Cash Flows..................................            6
                     Notes to Condensed Consolidated Financial Statements.............................            7

   Item 2.           Management's Narrative Analysis of the Results of Operations and
                         Financial Condition..........................................................           11

   Item 4.           Controls and Procedures..........................................................           16


  PART II.           OTHER INFORMATION

   Item 1.           Legal Proceedings................................................................           17


   Item 6.           Exhibits and Reports on Form 8-K.................................................           17


Signatures           .................................................................................           18

Index                .................................................................................           19

Certifications       .................................................................................           32


                                                                 2
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PART I.  FINANCIAL INFORMATION

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)

                                                                   Three Months Ended                  Nine Months Ended
                                                                      September 30,                       September 30,
                                                            -------------------------------     --------------------------------

                                                                  2002              2001              2002              2001
                                                            --------------    -------------     --------------    --------------

                                                               <c>               <c>                <c>             <c>
Revenue:
   Fee income                                                     $58.2             $45.5              $167.3          $136.0
   Net investment income                                           58.0              24.2               132.3            67.0
   Net realized capital gains (losses)                             25.2               0.4                 0.4            (1.5)
                                                            --------------    -------------     --------------    --------------
            Total revenue                                         141.4              70.1               300.0           201.5

Benefits and expenses:
   Benefits:
       Interest credited and other benefits to
         policyholders                                            100.9              51.4               212.1           138.1
   Underwriting, acquisition, and insurance expenses:
       General expenses                                            31.8              29.0               106.1            89.6
       Commissions                                                 75.9              52.2               239.8           160.8
       Policy acquisition costs deferred                          (86.4)            (35.1)             (242.9)          (60.0)
   Amortization:
       Deferred policy acquisition costs                           91.9              10.6               124.2            40.2
       Value of business acquired                                   4.6               1.9                 5.0             4.1
       Goodwill                                                    --                 0.9                --               2.8
   Other:
       Expense and charges reimbursed under
         modified coinsurance agreements                          (20.4)            (31.4)              (77.6)         (194.0)
       Interest expense                                             3.3               4.9                12.7            14.4
                                                            --------------    -------------     --------------    --------------
            Total benefits and expenses                           201.6              84.4               379.4           196.0
                                                            --------------    -------------     --------------    --------------
Income (loss) before income taxes                                 (60.2)            (14.3)              (79.4)            5.5

   Income  tax expense (benefit)                                  (19.2)             (5.6)              (25.7)            2.1
                                                            --------------    -------------     --------------    --------------

Net  income (loss)                                               $(41.0)            $(8.7)             $(53.7)           $3.4
                                                            ==============    =============     ==============    ==============



See Notes to Condensed Consolidated Financial Statements.

                                                                 3
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Item 1.    Financial Statements (continued)

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

                                                Condensed Consolidated Balance Sheets
                                                             (Millions)

                                                                         September 30,             December 31,
                                                                             2002                      2001
                                                                       ------------------        -----------------
Assets                                                                    (Unaudited)
------

                                                                              <c>                      <c>
Investments:
  Fixed maturities, available for sale, at fair value
  (amortized cost of $4,490.1 at 2002 and $1,982.5 at 2001)                     $4,657.2                 $1,994.9
  Equity securities, at fair value (amortized cost of $22.8 at 2002)                18.3                       --
   Mortgage loans on real estate                                                   336.6                    213.9
   Policy loans                                                                     15.8                     14.8
   Short-term investments                                                           10.1                     10.1
                                                                       ------------------        -----------------
Total investments                                                                5,038.0                  2,233.7

Cash and cash equivalents                                                          213.7                    195.7
Accrued investment income                                                           55.1                     22.8
Due from  affiliates                                                                29.1                       --
Reinsurance recoverable                                                            193.6                     56.0
Deferred policy acquisition costs                                                  705.2                    709.0
Value of  business acquired                                                          4.0                     20.2
Goodwill (net of accumulated amortization of $17.6 in 2002 and 2001)               151.4                    151.4
Receivable for securities sold                                                      77.9                       --
Other assets                                                                        15.3                     23.6
Separate accounts assets                                                        10,021.2                 10,958.2
                                                                       ------------------        -----------------

              Total assets                                                     $16,504.5                $14,370.6
                                                                       ==================        =================

Liabilities and Shareholder's Equity
------------------------------------
Liabilities:
   Future policy benefits and claims reserves                                   $4,928.4                 $2,185.3
   Unearned premiums                                                                 5.6                       --
   Other policy claims and benefits                                                  1.4                       --
                                                                       ------------------        -----------------
Total insurance reserves liability                                               4,935.4                  2,185.3

Due to affiliates                                                                  170.0                    270.1
Payables for securities purchased                                                  118.8                     36.4
Current income taxes                                                                 7.5                       --
Deferred income taxes                                                               68.0                     12.6
Dollar roll obligations                                                             85.5                      3.9
Other borrowed money                                                                  --                      1.4
Other liabilities                                                                   83.8                     84.9
Separate accounts liabilities                                                   10,021.2                 10,958.2
                                                                       ------------------        -----------------
              Total liabilities                                                 15,490.2                 13,552.8

Shareholder's equity:
   Common stock                                                                      2.5                      2.5
   Additional paid-in capital                                                    1,017.2                    780.4
   Accumulated other comprehensive income                                           17.2                      3.8
   Retained earnings (deficit)                                                    (22.6)                     31.1
                                                                       ------------------        -----------------
              Total shareholder's equity                                        1,014.3                     817.8
                                                                       ------------------        -----------------

              Total liabilities and shareholder's equity                       $16,504.5                $14,370.6
                                                                       ==================        =================

See Notes to Condensed Consolidated Financial Statements.


                                                                 4
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ITEM 1.  FINANCIAL STATEMENTS (CONTINUED)

                                       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)




                                                                   Three Months Ended                  Nine Months Ended
                                                                      September 30,                       September 30,
                                                            -------------------------------     --------------------------------

                                                                  2002              2001              2002              2001
                                                            --------------    -------------     --------------    --------------


                                                                <c>             <c>               <c>               <c>
Shareholder's equity, beginning of period                          $926.0          $641.5            $817.8            $617.1
Comprehensive income
   Net  income (loss)                                               (41.0)           (8.7)            (53.7)              3.4
   Other comprehensive income net of tax:
      Unrealized gain  on securities
      ($21.4 and $8.8, pretax year to date)                          14.6             3.9              13.5               9.2
                                                            --------------    -------------     --------------    --------------
Total comprehensive  income (loss)                                  (26.4)           (4.8)            (40.2)             12.6
   Loss on sale to affiliate                                         --              --                (3.0)             --
   Contribution of capital                                          114.7           124.0             239.7             131.0
                                                            --------------    -------------     --------------    --------------
Shareholder's equity, end of period                              $1,014.3          $760.7          $1,014.3            $760.7
                                                            ==============    =============     ==============    ==============



See Notes to Condensed Consolidated Financial Statements.

                                                                 5
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ITEM 1.  FINANCIAL STATEMENTS (CONTINUED)

                                       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)

                                                                           Nine Months Ended September 30,
                                                                       ---------------------------------------

                                                                             2002                 2001
                                                                       -----------------    ------------------

                                                                          <c>                 <c>
Net cash provided by (used for) operating activities                         $92.0               $190.4

Cash Flows from Investing Activities:
    Proceeds from the sale of:
          Fixed maturities available for sale                              5,347.8                297.2
          Equity securities                                                   --                    7.0
    Investment maturities and collections of:
          Fixed maturities available for sale                                186.4                109.2
          Short-term investments                                              --                   17.1
          Mortgage loans on real estate                                       12.4                126.9
    Acquisition of investments:
          Fixed maturities available for sale                             (8,043.7)              (910.5)
          Equity securities                                                  (22.8)                --
          Short-term investments                                              (0.1)                --
          Mortgages                                                         (135.1)              (242.4)
    Disposal of subsidiary at book value                                     (31.6)                --
    Proceed from sale of interest in subsidiary                               27.7                 --
    Decrease in policy  loans                                                 (0.9)                (1.1)
    Decrease in property and equipment                                        (0.4)                (0.8)
                                                                       -----------------    ------------------

Net cash used in investing activities                                     (2,660.3)              (597.4)

Cash Flows from Financing Activities:
    Deposits and interest credited for investment contracts                3,345.4              1,074.8
    Maturities and withdrawals from insurance contracts                     (136.1)              (109.5)
    Transfers to separate accounts                                          (791.6)              (570.8)
    Proceeds of notes payable                                                 --                    1.4
    Repayment of notes payable                                               (76.4)                --
    Contribution from  parent                                                245.0                131.0
    Proceeds from reciprocal loan agreement borrowings                        --                   29.3
    Repayment of reciprocal loan agreement borrowings                         --                  (29.3)
                                                                       -----------------    ------------------

Net cash provided by financing activities                                  2,586.3                526.9
                                                                       -----------------    ------------------

Net increase in cash and cash equivalents                                     18.0                119.9
Cash and cash equivalents, beginning of period                               195.7                152.9
                                                                       -----------------    ------------------


Cash and cash equivalents, end of period                                    $213.7               $272.8
                                                                       =================    ==================


See Notes to Condensed Consolidated Financial Statements.

                                                                 6
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ITEM 1.    FINANCIAL STATEMENTS (CONTINUED)
NOTES TO CONDENSED CONSOLIDATED 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 is a  wholly-owned  subsidiary of Equitable Life Insurance
     Company of Iowa  ("Equitable  Life") which is a wholly-owned  subsidiary of
     Equitable of Iowa Companies Inc. ("Equitable"). Equitable's ultimate parent
     is ING Groep,  N.V. ("ING"),  a global financial  services company based in
     The Netherlands.

     As of April 1,  2002,  Golden  American  sold  First  Golden to its  sister
     company,  ReliaStar Life Insurance Company  ("ReliaStar  Life").  ReliaStar
     Life,   the  parent  of   Security-Connecticut   Life   Insurance   Company
     ("Security-Connecticut")  which in turn is the  parent  of  ReliaStar  Life
     Insurance  Company of New York ("RLNY"),  merged the First Golden  business
     into RLNY  operations  and  dissolved  First Golden at book value for $27.7
     million in cash and a  receivable  totaling  $0.2  million  from RLNY.  The
     receivable  from RLNY was assumed by Equitable  Life, and ultimately by ING
     Groep  N.V.  ("ING").   The  consideration  was  based  on  First  Golden's
     statutory-basis  book value.  RLNY's  payable to the Company was assumed by
     ING and  subsequently  forgiven.  Golden  American  realized a loss of $3.0
     million  related  to the sale of First  Golden,  which  was  recorded  as a
     capital  transaction.  Approval  for  the  merger  was  obtained  from  the
     Insurance Departments of the States of New York and Delaware.

     These  condensed  consolidated  financial  statements have been prepared in
     accordance  with  accounting  principles  generally  accepted in the United
     States of America and are unaudited.  These condensed  consolidated interim
     financial statements  necessarily rely on estimates,  including assumptions
     as to annualized tax rates.  In the opinion of management,  all adjustments
     necessary for a fair statement of results for the interim periods have been
     made.  All such  adjustments  are of a normal,  recurring  nature.  Certain
     reclassifications  have been made to 2001 financial  information to conform
     to the 2002 presentation.

     The accompanying condensed consolidated financial statements should be read
     in conjunction with the consolidated financial statements and related notes
     as  presented in the  Company's  2001 Annual  Report on Form 10-K.  Certain
     financial  information  that  is  normally  included  in  annual  financial
     statements  prepared in accordance  with  accounting  principles  generally
     accepted in the United  States of  America,  but that is not  required  for
     interim reporting purposes, has been condensed or omitted.

     Operating  results  for nine  months  ended  September  30,  2002,  are not
     necessarily  indicative  of the results  that may be expected  for the year
     ending December 31, 2002.

     The Company  conducts its business  through one  operating  segment and all
     revenue reported by the Company is derived from external customers.


                                       7
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ITEM 1.    FINANCIAL STATEMENTS (CONTINUED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

2.   NEW ACCOUNTING STANDARDS

     ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE ASSETS

     In June 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
     Statement on Financial  Accounting  Standards ("SFAS") No. 142,  Accounting
     for  Goodwill  and Other  Intangible  Assets,  effective  for fiscal  years
     beginning  after December 15, 2001.  Under the new statement,  goodwill and
     intangible  assets  deemed  to have  indefinite  lives  will no  longer  be
     amortized but will be subject to annual impairment tests in accordance with
     the new statement.  Other  intangible  assets will continue to be amortized
     over their estimated useful lives.

     The  Company  adopted  the  new  statement   effective   January  1,  2002.
     Application of the nonamortization provisions of the new statement resulted
     in an increase in net income of $0.9 million and $2.8 million for the three
     months and nine months ended September 30, 2002, respectively.  The Company
     performed  the first of the  required  impairment  tests for goodwill as of
     January 1, 2002. The results indicate an impairment of goodwill exists. The
     required steps for measuring the amount of the impairment will be completed
     and  the  resulting  impairment  loss  will  be  recorded  as a  change  in
     accounting  principle  prior to December  31,  2002.  The  impairment  loss
     recorded  will  be the  difference  between  the  carrying  amount  and the
     estimated fair value of goodwill.

     Had the Company been  accounting  for its  goodwill  under SFAS 142 for all
     periods  presented,  the Company's net income for the three months and nine
     months ended September 30, 2001 would have been as follows:


                                       Three months ended     Nine months ended
     (Millions)                        September 30, 2001    September 30, 2001
     --------------------------------------------------------------------------
     Reported net income (loss)             $(8.7)                 $3.4
     Add back goodwill amortization           0.9                   2.8
     --------------------------------------------------------------------------
     Adjusted net income (loss)             $(7.8)                 $6.2
     ==========================================================================



3. 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.


                                       8
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ITEM 1.    FINANCIAL STATEMENTS (CONTINUED)
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(continued)

3.   DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED(continued)

     The  amortization  methodology  varies  by  product  type  based  upon  two
     accounting  standards:  Statement of Financial Accounting Standards No. 60,
     "Accounting  and  Reporting  by  Insurance  Enterprises"  ("SFAS  60")  and
     Statement  of  Financial   Accounting  Standards  No.  97,  "Accounting  by
     Insurance Companies for Certain Long-Duration  Contracts & Realized Gains &
     Losses on Investment Sales" ("SFAS 97").

     Under FAS 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.

     Under FAS 97, acquisition costs for investment-type products, which include
     universal  life  policies and fixed and variable  deferred  annuities,  are
     amortized  over the lives of the  policies  (up to 30 years) in relation to
     the  emergence  of  estimated   gross  profits  from   surrender   charges;
     investment,  mortality net of reinsurance  ceded and expense  margins;  and
     actual  realized  gain  (loss) on  investments.  Amortization  is  adjusted
     retrospectively  when  estimates of current or future  gross  profits to be
     realized from a group of products are revised.

     Each period,  company  management  reviews the  assumptions  affecting  the
     amortization  calculation  related to the DAC and VOBA  assets.  During the
     third  quarter  of  2002,  the  Company   revised  certain  of  its  future
     assumptions   to  reflect  the  recent  equity  market  and  interest  rate
     environment.  The effect of these changes in  assumptions  during the third
     quarter  was a  reduction  in DAC and  VOBA  assets  of $39.0  million  and
     additional  pretax  DAC and VOBA  amortization  of the same  amount for the
     three months ended September 30, 2002.

4.   INVESTMENTS

     IMPAIRMENTS

     During the first nine months of 2002, the Company determined that ten fixed
     maturities had other than temporary impairments.  As a result, at September
     30, 2002,  the Company  recognized a pre-tax loss of $7.2 million to reduce
     the carrying value of the fixed  maturities to their combined fair value of
     $5.5 million.  During the first nine months of 2001, the Company determined
     that four fixed  maturities  had other  than  temporary  impairments.  As a
     result,  at September  30, 2001,  the Company  recognized a pre-tax loss of
     $1.3 million to reduce the carrying value of the fixed  maturities to their
     fair value of $0.6 million

5.   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.  In
     connection  with  these  actions,  the  Company  recorded  a charge of $4.9
     million pretax.  The severance portion of this charge ($4.8 million pretax)
     is  based  on a plan to  eliminate  260  positions  (primarily  operations,
     information technology and other  administrative/staff  support personnel).
     Severance  actions are expected to be  substantially  complete by March 31,
     2003. The facilities portion ($.1 million pretax) of the


                                       9
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ITEM 1.    FINANCIAL STATEMENTS (continued)
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(continued)

     charge  represents  the amount to be incurred by the Company to terminate a
     contractual lease obligation.  Activity for the nine months ended September
     30, 2002 within the severance liability and positions eliminated related to
     such actions were as follows:

     (Millions)                       Severance Liability     Positions
     --------------------------------------------------------------------
     Balance at December 31, 2001             $4.8                252
     Actions taken                            (2.4)               (95)
     --------------------------------------------------------------------
     Balance at September 30, 2002            $2.4                157
     ====================================================================


6.   INCOME TAXES

     The Company's  effective tax rates for the nine months ended  September 30,
     2002 and September 30, 2001 were 32% and 38%,  respectively.  The Company's
     effective  tax rates for the three  months  ended  September  30,  2002 and
     September 30, 2001 were 32% and 39%,  respectively.  Relative to the amount
     of pretax income in all periods, an increase in the deduction for dividends
     received  and the  disallowance  of  goodwill  amortization  as a deduction
     principally contributed to the decrease in the effective tax rates.


                                       10
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ITEM 2.  MANAGEMENT'S  NARRATIVE  ANALYSIS  OF THE  RESULTS  OF  OPERATIONS  AND
         FINANCIAL CONDITION

The  following  narrative  analysis of the results of  operations  and financial
condition  presents a review of the  Company  for the three month and nine month
periods  ended  September  30,  2002 and  2001.  This  review  should be read in
conjunction with the financial  statements and other data presented  herein,  as
well as the  "Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations"  section contained in the Company's 2001 Annual Report on
Form 10-K.

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 (the "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 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  redemption's  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. 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  associates 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.

OVERVIEW

RECENT ACCOUNTING DEVELOPMENTS

In June 2001,  the FASB issued SFAS No. 142,  Accounting  for Goodwill and Other
Intangible Assets, effective for fiscal years beginning after December 15, 2001.
Under  the  new  statement,  goodwill  and  intangible  assets  deemed  to  have
indefinite  lives  will no longer be  amortized  but will be  subject  to annual
impairment tests in accordance with the new statement.  Other intangible  assets
will continue to be amortized over their estimated useful lives (refer to Note 2
of Notes to Condensed Consolidated Financial Statements).


                                       11
<page>


ITEM 2. MANAGEMENT'S  NARRATIVE  ANALYSIS  OF  THE  RESULTS  OF  OPERATIONS  AND
        FINANCIAL CONDITION (continued)

OVERVIEW (continued)

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 believes longer life expectancies,  an aging population,
and growing  concern over the stability and  availability of the Social Security
system have made retirement  planning a priority for many Americans.  The target
market for all products  includes  consumers  and  corporations  throughout  the
United States.

Variable  annuities  are  long-term  savings  vehicles in which  contract  owner
premiums  (purchase  payments)  are  recorded and  maintained  within a separate
account established and registered with the SEC as a unit investment trust. Many
of the variable  annuities  issued by the Company are  combination  variable and
fixed deferred annuity  contracts under which some or all of the premiums may be
allocated by the contract owner to a fixed account available under the contract.

CRITICAL ACCOUNTING POLICIES

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  condensed  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.  Item 7 of the  Company's  Annual Report on Form
10-K  discusses  critical  accounting  policies,  which  are most  sensitive  to
estimates and judgments and involve a higher degree of judgment and complexity.

RESULTS OF OPERATIONS

The  decrease  in  earnings,  excluding  realized  capital  gains  (losses)  and
amortization of goodwill,  of $49.3 million and $61.2 million, for the three and
nine months ended  September  30,  2002,  respectively  is  primarily  due to an
increase in  amortization  of  deferred  policy  acquisition  costs and value of
business  acquired and an increase in the reserve for minimum  guaranteed  death
benefits,  partially  offset by an  increase  in fee  income.  The  decrease  in
earnings  for the three  months ended  September  30, 2002  compared to the same
period in 2001, is also  partially  offset by a decrease in operating  expenses,
net of expenses  deferred and reimbursed.  The decrease in earnings for the nine
months  ended  September  30, 2002  compared  to the same  period in 2001,  also
reflects  an increase  in  operating  expenses,  net of  expenses  deferred  and
reimbursed.


                                       12
<page>


ITEM 2.  MANAGEMENT'S  NARRATIVE  ANALYSIS  OF THE  RESULTS  OF  OPERATIONS  AND
         FINANCIAL CONDITION (CONTINUED)

RESULTS OF OPERATIONS (continued)

Substantially all fee income is calculated based on assets under management. Fee
income  increased  $12.7 million and $31.3 million for the three and nine months
ended  September 30, 2002,  respectively,  compared to the same periods in 2001,
primarily due to the higher  average level of assets under  management.  Average
assets under  management as of September 30, 2002  increased over 2001 primarily
due to  business  growth,  partially  offset by the  significant  decline in the
equity markets.

Net investment  income  increased  $33.8 million and $65.3 million for the three
and the nine months ended September 30, 2002, respectively, compared to the same
periods  in 2001  primarily  due to an  increase  in  assets  under  management,
partially  offset  by lower  investment  yields.  Interest  credited  and  other
benefits to  policyholders  increased  $49.5  million and $74.0  million for the
three and the nine months ended  September 30, 2002,  respectively,  compared to
the same periods in 2001 primarily due to an increase in assets under management
and an increase in the reserve for guaranteed  minimum death  benefits.  The net
decrease to earnings due to these two items (net investment income less interest
credited and other benefits to policyholders) of $15.7 million and $ 8.7 million
for three  and the nine  months  ended  September  30,  2002,  respectively,  is
primarily due to investment  yields decreasing faster than credited rates and an
increase in the guaranteed  minimum death benefit reserve due to the significant
decline in the equity markets.

Operating expenses, net of expenses deferred and reimbursed,  decreased by $13.8
million for the three  months  ended  September  30,  2002  compared to the same
period in 2001, primarily due to business growth, which results in more expenses
being  deferred.  Operating  expense,  net of expenses  deferred and reimbursed,
increased by $29.0 million for the nine months ended September 30, 2002 compared
to the same  period  in 2001,  primarily  due to  lower  expense  reimbursement,
partially offset by more expenses being deferred due to business growth. Expense
reimbursements  for the nine months ended September 30, 2002 were lower than the
same  period  in 2001 due to  favorable  adjustments  reflected  in 2001,  which
increased the 2001  reimbursements,  and lower premiums in 2002 for the products
covered under the reinsurance agreement.

Amortization of deferred policy acquisition costs and value of business acquired
increased  $84.0  million and $84.9  million for the three and nine months ended
September 30, 2002,  respectively.  This amortization is in proportion to actual
and estimated future gross profits.  Estimated future gross profits are computed
based on underlying  assumptions related to the underlying contracts,  including
but not limited to margins, lapse, persistency,  expenses, and asset growth. Due
to the  significant  decline  in the  equity  markets  during the three and nine
months ended  September  30,  2002,  the assumed  amount of future  assets under
management and related future  asset-based  fee revenues on variable  assets was
revised to reflect current asset levels, as of September 30, 2002, which reduced
the estimated  future gross profits.  Additionally,  during the third quarter of
2002,  the  Company  revised  certain of its future  assumptions  affecting  the
amortization  of the DAC and VOBA assets to reflect the recent equity market and
interest  rate  environment.  The  effect of these  changes in  assumptions  was
additional  pretax DAC and VOBA amortization for the three and nine months ended
September 30, 2002 (refer to Note 3 of Notes to Condensed Consolidated Financial
Statements). The reduction in estimated future gross profits, due to the decline


                                       13
<page>


ITEM 2.  MANAGEMENT'S  NARRATIVE  ANALYSIS  OF THE  RESULTS  OF  OPERATIONS  AND
         FINANCIAL CONDITION (CONTINUED)

RESULTS OF OPERATIONS (continued)

in equity markets, and the aforementioned  change in assumptions are the primary
reasons for the  increase in  amortization  for the three and nine months  ended
September 30, 2002.


The Company's annuity deposits and assets under management are as follows:
<table>
<caption>

                                                       Three Months Ended                  Nine Months Ended
                                                           September 30,                      September 30,
                                                ----------------------------------- ---------------------------------
 (Millions) (Unaudited)                                2002             2001               2002            2001
---------------------------------------------------------------------------------------------------------------------
Deposits

                                                 <c>                 <c>              <c>             <c>
    Annuities -fixed options                        $1,011.2            $340.2           $3,345.4        $1,072.5
    Annuities -variable options                        538.0             626.6            1,831.5         1,893.4
---------------------------------------------------------------------------------------------------------------------
    Total - deposits                                $1,549.2            $966.8           $5,176.9        $2,965.9
=====================================================================================================================
Assets Under Management
    Annuities - fixed options                                                            $4,753.2        $1,567.3
    Annuities - variable options                                                         10,024.3         9,197.5
---------------------------------------------------------------------------------------------------------------------
Total assets under management                                                           $14,777.5       $10,764.8
=====================================================================================================================
</table>


INVESTMENTS

FIXED MATURITIES

At September  30, 2002 and December 31, 2001,  the Company's  carrying  value of
available for sale fixed maturities  represented 92.4% and 89.3%,  respectively,
of the total general account  invested assets.  Total fixed maturities  included
net  unrealized  capital gains of $167.1  million and $12.4 million at September
30, 2002 and December 31, 2001, 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 September 30, 2002 and December 31, 2001.

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.

The  percentage  of total  fixed  maturities  by quality  rating  category is as
follows:

                               September 30, 2002            December 31, 2001
--------------------------------------------------------------------------------
AAA                                    40.1%                        43.6%
AA                                      6.1                          7.3
A                                      21.3                         11.9
BBB                                    29.2                         32.1
BB                                      2.3                          3.8
B and Below                             1.0                          1.3
--------------------------------------------------------------------------------
   Total                              100.0%                       100.0%
================================================================================


                                       14
<page>


ITEM 2.  MANAGEMENT'S  NARRATIVE  ANALYSIS  OF THE  RESULTS  OF  OPERATIONS  AND
         FINANCIAL CONDITION (continued)

INVESTMENTS (continued)

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

                                       September 30, 2002   December 31, 2001
--------------------------------------------------------------------------------
U.S. Corporate                                 62.2%                57.9%
Residential Mortgage-backed                    17.2                  8.5
Commercial/Multifamily Mortgage-backed          4.2                  6.5
Foreign (1)                                     6.2                   --
U.S. Treasuries/Agencies                        5.8                 19.7
Asset-backed                                    4.4                  7.4
--------------------------------------------------------------------------------
  Total                                       100.0%               100.0%
================================================================================

(1) Primarily U.S. dollar denominated


Below investment grade securities have different characteristics than investment
grade  corporate debt  securities.  Risk of loss upon default by the borrower is
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 manage the overall risk in the below investment grade portfolio,  as
in all  investments,  through careful credit  analysis,  adherence to investment
policy  guidelines,  and  diversification  by  issuer  and/or  guarantor  and by
industry.

The Company analyzes the investment portfolio,  including below investment grade
securities, at least quarterly in order to determine if the Company's ability to
realize the carrying value on any  investment  has been  impaired.  For debt and
equity  securities,  if  impairment  in value  is  determined  to be other  than
temporary  (i.e.,  if it is probable  the 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 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.

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.


                                       15
<page>


ITEM 2.  MANAGEMENT'S  NARRATIVE  ANALYSIS  OF THE  RESULTS  OF  OPERATIONS  AND
         FINANCIAL CONDITION (continued)

LIQUIDITY AND CAPITAL RESOURCES (continued)

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  reciprocal  loan
agreement  with ING  America  Insurance  Holdings,  Inc.,  an  affiliate  of the
Company,  and the  Company  has  established  an $75.0  million  revolving  note
facility with SunTrust Bank which expires on July 30, 2003.  Management believes
that its sources of liquidity are adequate to meet the Company's short-term cash
obligations which cannot be funded from operating sources.

The National  Association  of  Insurance  Commissioner's  ("NAIC's")  risk-based
capital  requirements  require  insurance  companies  to  calculate  and  report
information under a risk-based capital formula.  These requirements are intended
to allow  insurance  regulators  to  monitor  the  capitalization  of  insurance
companies  based upon the type and  mixture  of risks  inherent  in a  Company's
operations.  The formula  includes  components for asset risk,  liability  risk,
interest rate  exposure,  and other  factors.  The 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.



ITEM 4. CONTROLS AND PROCEDURES

(a) Within the 90-day  period  prior to the filing of this  report,  the Company
carried out an evaluation,  under the supervision and with the  participation of
its  management,  including  its Chief  Executive  Officer  and Chief  Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure  controls and procedures (as defined in Rule 13a-14 of the Securities
Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and
the Chief Financial Officer have concluded that the Company's current disclosure
controls and  procedures  are effective in ensuring  that  material  information
relating to the Company  required to be disclosed in the Company's  periodic SEC
filings is made known to them in a timely manner.

(b) There have not been any significant  changes in the internal controls of the
Company or other factors that could significantly affect these internal controls
subsequent to the date the Company carried out its evaluation


                                       16
<page>


PART II.   OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS


The Company is involved in lawsuits arising,  for the most part, in the ordinary
course of its  business  operations.  In some cases the suing  party may seek to
represent a class of persons  with  similar  claims,  and may assert  claims for
substantial  compensatory  and  punitive  damages.  While the  outcome  of these
lawsuits cannot be determined at this time, after  consideration of the defenses
available to the Company, applicable insurance coverage and any related reserves
established,  these  lawsuits are not currently  expected to result in liability
for amounts material to the financial condition of the Company.



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


                                       17
<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 14, 2002                   By    /s/ Chris Duane Schreier
------------------                      --------------------------------
        (Date)                            Chris Duane Schreier
                                          Chief Financial Officer
                                          (Duly Authorized Officer and
                                          Principal Financial Officer)



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


                                       18
<page>
<TABLE>
<CAPTION>


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                Nine months ended September 30, 2002
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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

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

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

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

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


                                                                 19
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                Nine months ended September 30, 2002
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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

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

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

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

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

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

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


                                                                 20
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                Nine months ended September 30, 2002
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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

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

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

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

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

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

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

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


                                                                 21
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                Nine months ended September 30, 2002
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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

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

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

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

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

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

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

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


                                                                 22
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                Nine months ended September 30, 2002
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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

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

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

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

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

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

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


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


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                Nine months ended September 30, 2002
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

          (av)     Form of GET Fund Rider (incorporated by reference from Exhibit 4(d) to Pre-Effective
                   Amendment No. 1 to a Registration Statement on Form S-2 filed by Registrant with the
                   SEC on or about June 29, 2001 (File No. 333-57212))..................................................     __

          (aw)     Form of Premium Bonus Endorsement Rider (incorporated by reference from Exhibit
                   4(e) to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-2 filed by
                   Registrant with the SEC on or about June 29, 2001 (File No. 333-57212))..............................     __

          (ax)     Form of Individual Retirement Annuity Rider (incorporated by reference from Exhibit
                   4(d) to Initial Filing to a Registration Statement on Form S-1 filed by Registrant with
                   the SEC on or about August 16, 2001 (File No. 333-67660))............................................     __

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

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

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

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

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


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


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                Nine months ended September 30, 2002
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

          (bd)     Form of Variable Annuity Group Master Contract (incorporated by reference from
                   Exhibit 4(a) to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1
                   filed by Registrant with the SEC on or about December 11, 2001 (File No. 333-70602)).................     __

          (be)     Form of Variable Annuity Contract (incorporated by reference from Exhibit 4(b) to
                   Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by
                   Registrant with the SEC on or about December 11, 2001 (File No. 333-70602))..........................     __

          (bf)     Form of Variable Annuity Certificate (incorporated by reference from Exhibit 4(c) to
                   Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant
                   with the SEC on or about December 11, 2001 (File No. 333-70602)).....................................     __

          (bg)     Form of GET Fund Rider (incorporated by reference from Exhibit 4(d) to Pre-Effective
                   Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant
                   with the SEC on or about December 11, 2001 (File No. 333-70602)).....................................     __

          (bh)     Form of Section 72 Rider (incorporated by reference from Exhibit 4(e) to Pre-Effective
                   Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant with the
                   SEC on or about December 11, 2001 (File No. 333-70602))..............................................     __

          (bi)     Form of Waiver of Surrender Charge Rider (incorporated by reference from Exhibit 4(f)
                   to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by
                   Registrant with the SEC on or about December 11, 2001 (File No. 333-70602))..........................     __

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


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


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                Nine months ended September 30, 2002
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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


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

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

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

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

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

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

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


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


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                Nine months ended September 30, 2002
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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

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

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

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

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

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


                                                                 27
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<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                Nine months ended September 30, 2002
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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


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

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

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

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

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

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

          (x)      Participation Agreement between Golden American and ING Variable Products Trust (incorporated by
                   reference to Exhibit 8(n) to Amendment No. 32 to a Post Effective Amendment to a Registration
                   Statement on Form N-4 filed with the SEC on April 26, 2002 (File No. 33-23351 and 811-5626)) ........     __

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

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

          (aa)     Amendment to the Reinsurance Agreement between Golden American and Security Life of
                   Denver International Limited, amended September 28, 2001 (Incorporated by reference from
                   Exhibit 10(n) Pre-Effective Amendment No. 1 to a Registration Statement for Golden
                   American on Form S-1 filed with the SEC on October 26, 2001 (Filed No. 333-63694))...................     __


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


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                Nine months ended September 30, 2002
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

          (ab)     Participation Agreement between Golden American Life Insurance Company, Aetna
                   Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
                   Aetna GET Fund, Aetna Variable Portfolios, Inc. and Aeltus Investment Management, Inc.
                   (incorporated by reference from Exhibit 10(p) to Pre-Effective Amendment No. 1 to a
                   Registration Statement on Form S-1 filed by Registrant with the SEC on or about
                   October 26, 2001 (File No. 333-63694))...............................................................     __

          (ac)     Form of Participation Agreement between Golden American Life Insurance Company,
                   Directed Services, Inc., Alliance Capital Management L.P., Alliance Variable Products
                   Series Fund, Inc. and Alliance Fund Distributors, Inc. (incorporated by reference from
                   Exhibit 10(r) to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1
                   filed by Registrant with the SEC on or about October 26, 2001 (File No. 333-63694))..................     __

          (ad)     Participation Agreement between Golden American Life Insurance Company, Brinson Series
                   Trust and Brinson Advisors, Inc. (incorporated by reference from Exhibit 10(s) to
                   Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant
                   with the SEC on or about October 26, 2001 (File No. 333-63694))......................................     __

          (ae)     Participation Agreement between Golden American Life Insurance Company, Fidelity
                   Distributors Corporation and each of Variable Insurance Products Fund, Variable Insurance
                   Products Fund II and Variable Insurance Products Fund III. (incorporated by reference from
                   Exhibit 10(t) to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1
                   filed by Registrant with the SEC on or about October 26, 2001 (File No. 333-63694))..................     __

          (af)     Participation Agreement between Golden American Life Insurance Company, INVESCO Variable
                   Investment Funds, Inc., INVESCO Funds Group, Inc. and INVESCO Distributors, Inc. (incorporated by
                   reference from Exhibit 8(s) to Post-Effective Amendment  No. 32 to a Registration Statement
                   on Form N-4 filed by Registrant with the SEC on or about April 26, 2002 (File No. 33-23351
                   and 811-5626)).......................................................................................     __

          (ag)     Form of Participation Agreement between Golden American Life Insurance Company and
                   Janus Aspen Series (incorporated by reference from Exhibit 10(v) to Pre-Effective Amendment
                   No. 1 to a Registration Statement on Form S-1 filed by Registrant with the SEC on or about
                   October 26, 2001 (File No. 333-63694))...............................................................     __

          (ah)     Participation Agreement between Golden American Life Insurance Company and ING
                   Pilgrim Investors, LLC (incorporated by reference from Exhibit 10(w) to Pre-Effective
                   Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant with the SEC
                   on or about October 26, 2001 (File No. 333-63694))...................................................     __

          (ai)     Participation Agreement between Golden American Life Insurance  Company and ING
                   Pilgrim Securities, Inc. (incorporated by reference from Exhibit 10(x) to Pre-Effective
                   Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant with the SEC
                   on or about October 26, 2001 (File No. 333-63694))...................................................     __


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


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                Nine months ended September 30, 2002
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

          (aj)     Participation Agreement between Golden American Life Insurance Company, Pioneer Variable
                   Contracts Trust, Pioneer Investment Management, Inc. and Pioneer Funds Distributor, Inc.
                   (incorporated by reference from Exhibit 8(o) to Post-Effective Amendment No. 32 to a
                   Registration Statement on Form N-4 filed by Registrant with the SEC on or about April 26, 2002
                   (File No. 33-23351 and 811-5626))....................................................................     __

          (ak)     Form of Participation Agreement between Golden American Life Insurance Company,
                   Aetna Life Insurance and Annuity Company and Portfolio Partners, Inc. (incorporated by
                   reference from Exhibit 10(z) to Pre-Effective Amendment No. 1 to a Registration Statement
                   on Form S-1 filed by Registrant with the SEC on or about October 26, 2001
                   (File No. 333-63694))................................................................................     __

          (al)     Participation Agreement among Golden American Life Insurance Company, Putnam
                   Variable Trust and Putnam Retail Management, L.P. (incorporated by reference from
                   Exhibit 10(cc) to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1
                   filed by Registrant with the SEC on or about October 26, 2001 (File No. 333-63694))..................     __

          (am)     Participation Agreement between Golden American Life Insurance Company, AIM Variable
                   Insurance Funds, Inc., and Directed Services, Inc. (incorporated by reference from Exhibit
                   10(q) to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by
                   Registrant with the SEC on or about December 11, 2001 (File No. 333-70602))..........................     __

          (an)     Form of Services Agreement between Golden American Life Insurance Company and the affiliated
                   companies listed on Exhibit B to that Agreement (incorporated by reference from Exhibit 10(p)
                   to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant
                   with the SEC on or about December 11, 2001 (File No. 333-70602)).....................................     __

          (ao)     Form of Services Agreement between Golden American Life Insurance Company and
                   ING North American Insurance Corporation, Inc. (incorporated by reference from
                   Exhibit 10(q) to Pre-Effective Amendment No. 1 to a Registration Statement on Form
                   S-1 filed by Registrant with the SEC on or about December 11, 2001 (File No. 333-70602)).............     __

          (ap)     Form of Shared Services Center Services Agreement by and among ING North America Insurance
                   Corporation ("Service Provider") and Ameribest Life Insurance Company, a Georgia corporation;
                   Equitable Life Insurance Company of Iowa, an Iowa corporation; USG Annuity & Life Company,
                   an Oklahoma corporation; Golden American Life Insurance Company, a Delaware corporation; First
                   Columbine Life Insurance Company, a Colorado corporation; Life Insurance Company of Georgia, a
                   Georgia corporation; Southland Life Insurance Company, a Texas corporation; Security Life of Denver
                   Insurance Company, a Colorado corporation; Midwestern United Life Insurance Company, an Indiana
                   corporation; and United Life & Annuity Insurance Company, a Texas corporation (incorporated by
                   reference from Exhibit 10(r) to Pre-Effective Amendment No. 1 to a Registration Statement
                   on Form S-1 filed by Registrant with the SEC on or about December 11, 2001
                   (File No. 333-70602))................................................................................     __


                                                                 30
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<CAPTION>


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                Nine months ended September 30, 2002
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

          (aq)     Participation Agreement betweeen Golden American Life Insurance Company and Fidelity Distributors
                   Corporation (incorporated by reference from Exhibit 8(p) to Post-Effective Amendment No. 32 to a
                   Registration Statement on Form N-4 filed by Registrant with the SEC on or about April 26, 2002
                   (File No. 33-23351 and 811-5626))....................................................................     __


                                                                 31
</TABLE>
<page>


                                  CERTIFICATION






I, Chris Duane Schreier, certify that:

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

2.   Based on my knowledge,  this  quarterly  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 quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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
     quarterly 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-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  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  quarterly
          report is being prepared;
     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented  in  this  quarterly   report  our   conclusion   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies defenses and
     material weaknesses.

Date     November 14, 2002

         /s/ Chris Duane Schreier
         ------------------------
         Chris Duane Schreier
         Chief Financial Officer


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<page>


                                  CERTIFICATION





I, Keith Gubbay, certify that:

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

2.   Based on my knowledge,  this  quarterly  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 quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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
     quarterly 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-14 and 15d-14) for the registrant and we have:

     d)   designed  such  disclosure  controls  and  procedures  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  quarterly
          report is being prepared;
     e)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     f)   presented  in  this  quarterly   report  our   conclusion   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     c)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     d)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies defenses and
     material weaknesses.

Date     November 14, 2002

         /s/ Keith Gubbay
         ----------------
         Keith Gubbay
         President

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