UNITED STATES
                       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, 2003

                                       OR

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

    For the transition period from ___________________  to

    Commission file number: 333-104539, 333-104546, 333-104547,
                            333-104548, 333-57212
                            -----------------------------------


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

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common  stock,  as of the latest  practicable  date:  As of November  12,  2003,
250,000  shares of Common Stock,  $10 Par Value,  are  authorized,  issued,  and
outstanding,  all of which  were  directly  owned by  Equitable  Life  Insurance
Company of Iowa.  As of November 12,  2003,  50,000  shares of Preferred  Stock,
$5,000 Par Value, are authorized. None Outstanding.

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

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



                                      INDEX

                                                                           Page
                                                                           ----
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                         13

Item 4.        Controls and Procedures                                      22

PART II.       OTHER INFORMATION

Item 1.        Legal Proceedings                                            23

Item 6.        Exhibits and Reports on Form 8-K                             23

Signatures                                                                  24




<PAGE>


PART I.       FINANCIAL INFORMATION (UNAUDITED)

Item 1.       Financial Statements



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



                   Condensed Consolidated Statements of Income
                                   (Unaudited)
                                   (Millions)

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


                                               Three months ended September 30,    Nine months ended September 30,
                                                   2003              2002               2003             2002
                                              ----------------  ----------------  ----------------  ----------------
Revenue:
    Fee income                                  $       89.4      $       58.2      $      221.2      $      167.3
    Net investment income                               52.7              58.0             167.8             132.3
    Net realized capital gains                          15.6              25.2              87.8               0.4
    Other loss                                             -                 -              (0.1)                -
                                              ----------------  ----------------  ----------------  ----------------
Total revenue                                          157.7             141.4             476.7             300.0
                                              ----------------  ----------------  ----------------  ----------------
Benefits, losses and expenses:
    Benefits:
      Interest credited and other
        benefits to policyholders                      108.5             100.9             271.7             212.1
    Underwriting, acquisition, and
      insurance expenses:
        General expenses                                28.7              31.8              81.7             106.1
        Commissions                                     72.4              75.9             175.2             239.8
        Policy acquisition costs deferred              (58.4)            (86.4)           (150.3)           (242.9)
    Amortization of deferred policy
      acquisition costs and value of
      business acquired                                 41.7              96.5             129.9             129.2
    Other:
      Expense and charges reimbursed
        under modified coinsurance
        agreements                                     (37.7)            (20.4)            (88.8)            (77.6)
      Interest expense                                   3.5               3.3              10.3              12.7
                                              ----------------  ----------------  ----------------  ----------------
Total benefits, losses and expenses                    158.7             201.6             429.7             379.4
                                              ----------------  ----------------  ----------------  ----------------
(Loss) income before income taxes
    and cumulative effect of change in
    accounting principle                                (1.0)            (60.2)             47.0             (79.4)
Income tax (benefit) expense                            (7.8)            (19.2)              7.3             (25.7)
                                              ----------------   ---------------  ----------------  ----------------
Income (loss) before cumulative effect of
    change in accounting principle                       6.8             (41.0)             39.7             (53.7)
Cumulative effect of change in
    accounting principle                                   -                 -                 -            (135.3)
                                              ----------------  ----------------  ----------------  ----------------
Net income (loss)                               $        6.8      $      (41.0)     $       39.7      $     (189.0)
                                              ================  ================  ================  ================

</TABLE>

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

                                        3


<PAGE>

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


                      Condensed Consolidated Balance Sheets
                          (Millions, except share data)

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


                                                                                   September 30,
                                                                                        2003          December 31,
                                                                                    (Unaudited)           2002
                                                                                  ----------------  ----------------
Assets
Investments:
  Fixed maturities, available for sale, at
    fair value (amortized cost of $5,229.3 at 2003 and $4,720.1 at 2002)            $    5,458.8      $    4,936.4
  Equity securities, at fair value:
    Investment in mutual funds (cost of $9.9 at 2003 and $22.9 at 2002)                      9.3              19.0
  Mortgage loans on real estate                                                            770.3             482.4
  Policy loans                                                                              17.2              16.0
  Other investments                                                                         26.6               2.2
                                                                                  ----------------  ----------------
Total investments                                                                        6,282.2           5,456.0
Cash and cash equivalents                                                                   55.5             148.5
Accrued investment income                                                                   64.5              61.9
Reinsurance recoverable                                                                     14.3             196.9
Receivable for securities sold                                                              21.7                 -
Deferred policy acquisition costs                                                          796.9             678.0
Value of business acquired                                                                   8.7               8.5
Other assets                                                                                16.2               5.3
Assets held in separate accounts                                                        14,692.5          11,029.3
                                                                                  ----------------  ----------------
Total assets                                                                        $   21,952.5      $   17,584.4
                                                                                  ================  ================
Liabilities and Shareholder's Equity
Policy liabilities and accruals:
  Future policy benefits and claims reserves                                        $    5,395.9      $    5,159.1
Notes to affiliates                                                                        170.0             170.0
Due to affiliates                                                                            9.1                 -
Payables for securities purchased                                                           42.4                 -
Dollar roll obligations                                                                    111.0              40.0
Current income taxes                                                                        22.2              42.4
Deferred income taxes                                                                      129.3              79.8
Other liabilities                                                                           36.4              64.7
Liabilities related to separate accounts                                                14,692.5          11,029.3
                                                                                  ----------------  ----------------
Total liabilities                                                                       20,608.8          16,585.3
                                                                                  ----------------  ----------------
Shareholder's equity
    Common stock (250,000 shares authorized, issued and
      outstanding; $10.00 per share par value)                                               2.5               2.5
    Additional paid-in capital                                                           1,358.4           1,128.4
    Accumulated other comprehensive income                                                  77.0               2.1
    Retained deficit                                                                       (94.2)           (133.9)
                                                                                  ----------------  ----------------
Total shareholder's equity                                                               1,343.7             999.1
                                                                                  ----------------  ----------------
Total liabilities and shareholder's equity                                          $   21,952.5      $   17,584.4
                                                                                  ================  ================

</TABLE>


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

                                        4
<PAGE>

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


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


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

                                                                                    Nine Months Ended September 30,
                                                                                         2003                2002
                                                                                  ----------------  ----------------

Shareholder's equity, beginning of period                                           $      999.1      $      817.8
Comprehensive income (loss):
    Net income (loss)                                                                       39.7            (189.0)
    Other comprehensive income net of tax: unrealized gain
      on securities ($115.2 and $20.8, pretax year to date)                                 74.9              13.5
                                                                                  ----------------  ----------------
Total comprehensive income (loss)                                                          114.6            (175.5)
Loss on sale to affiliate                                                                     -               (3.0)
Contribution of capital                                                                    230.0             239.7
                                                                                  ----------------  ----------------
Shareholder's equity, end of period                                                 $    1,343.7      $      879.0
                                                                                  ================  ================

</TABLE>


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

                                        5
<PAGE>

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


                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                   (Millions)

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

                                                                                     Nine months ended September 30,
                                                                                         2003               2002
                                                                                  ----------------  ----------------
Net cash provided by operating activities                                           $      260.0      $       92.0

Cash Flows from Investing Activities
  Proceeds from the sale, maturity, or repayment of:
    Fixed maturities available for sale                                                  5,696.4           5,534.2
      Equity securities                                                                     11.4                 -
      Mortgage loans on real estate                                                         36.5              12.4
  Acquisition of investments:
    Fixed maturities available for sale                                                 (6,126.8)         (8,043.7)
    Equity securities                                                                          -             (22.8)
    Mortgage loans on real estate                                                         (324.4)           (135.1)
    Other investments                                                                      (24.4)             (0.1)
  Disposal of subsidiary at book value                                                         -             (31.6)
  Proceeds from sale of interest in subsidiary                                                 -              27.7
  (Increase) decrease in policy loans                                                       (1.2)             (0.9)
  Purchase of property and equipment                                                        (0.6)             (0.4)
                                                                                  ----------------  ----------------
Net cash used in investing activities                                                     (733.1)         (2,660.3)
                                                                                  ----------------  ----------------
Cash Flows from Financing Activities
    Deposits and interest credited for investment contracts                              1,152.7           3,345.4
    Maturities and withdrawals from insurance and investment contracts                    (249.0)           (136.1)
    Transfers to separate accounts                                                        (888.1)           (791.6)
    Repayment of notes payable                                                                 -             (76.4)
    Cash received on reinsurance recapture                                                 134.5                 -
    Contribution of capital from parent                                                    230.0             245.0
                                                                                  ----------------  ----------------
Net cash provided by financing activities                                                  380.1           2,586.3
                                                                                  ----------------  ----------------
Net (decrease) increase in cash and cash equivalents                                       (93.0)             18.0

Cash and cash equivalents, beginning of period                                             148.5             195.7
                                                                                  ----------------  ----------------
Cash and cash equivalents, end of period                                            $       55.5      $      213.7
                                                                                  ================  ================


</TABLE>

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

                                        6
<PAGE>

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

1.   Basis of Presentation

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

     On June 25, 2003,  each Board of  Directors  and each sole  shareholder  of
     Equitable Life Insurance  Company of Iowa,  United Life & Annuity Insurance
     Company and USG Annuity & Life  Company (the  "Merger  Companies")  and the
     Board of Directors and sole  shareholder of the Company  approved a plan to
     merge the Merger  Companies  with and into the Company.  It is  anticipated
     that the merger will be effective  on January 1, 2004 (the "merger  date"),
     subject to certain regulatory approvals.  As of the merger date, the Merger
     Companies  will cease to exist and will be succeeded  by the  Company.  The
     Merger  Companies,  as  well as the  Company,  are  indirect,  wholly-owned
     subsidiaries  of ING.  The  Company  is  currently  a  Delaware  stock life
     insurance company.  Immediately prior to the merger, it is anticipated that
     the Company will become an Iowa insurance  company.  It is also anticipated
     that upon the merger the  Company  will be renamed ING USA Annuity and Life
     Insurance Company. On July 21, 2003, the Insurance Division of the State of
     Iowa  approved  the Articles of Merger of Golden  American  with the Merger
     Companies.  Also on July 21, 2003,  the Insurance  Division of the State of
     Iowa approved the Restated Articles of Incorporation, effectively approving
     the re-domestication of the Company upon merger.

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

                                       7
<PAGE>

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


2.   Recently Adopted Accounting Standards

     Accounting for Goodwill and Other Intangible Assets

     During 2002,  the Company  adopted  Financial  Accounting  Standards  Board
     ("FASB")  Statement  of  Financial  Accounting  Standards  ("FAS") No. 142,
     Goodwill and Other Intangible  Assets ("FAS No.142").  Effective January 1,
     2002,  the  Company  applied  the  non-amortization  provision  of the  new
     standard, therefore, the Company's net income is comparable for all periods
     presented.

     The  adoption of this  standard  resulted in an  impairment  loss of $135.3
     million,  which was recorded by the Company in the fourth  quarter of 2002.
     This  impairment  loss  represented the entire carrying amount of goodwill,
     net of  accumulated  amortization.  This  impairment  charge was shown as a
     change in accounting principle on the December 31, 2002 Consolidated Income
     Statement.

     In accordance with FAS No. 142, a transitional impairment loss for goodwill
     should be  recognized  in the first  interim  period of the year of initial
     adoption,  regardless of the period in which it was measured. The aggregate
     amount of the  accounting  change should be included in restated net income
     of the first interim period, and each subsequent period of that year should
     be presented on the restated basis. As such, net income for the nine months
     ended  September 30, 2002, has been restated to reflect the January 1, 2002
     impairment charge, which was recorded in the fourth quarter of 2002.


3.   New Accounting Pronouncements

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

                                       8

<PAGE>

     The  Derivative   Implementation  Group  ("DIG")  responsible  for  issuing
     guidance  on  behalf  of  the  FASB  for  implementation  of FAS  No.  133,
     Accounting  for  Derivative  Instruments  and Hedging  Activities  recently
     issued  Statement  Implementation  Issue  No.  B36,  Embedded  Derivatives:
     Modified  Coinsurance  Arrangements  and Debt  Instruments That Incorporate
     Credit Risk Exposures  That Are Unrelated or Only Partially  Related to the
     Credit Worthiness of the Obligor under Those Instruments ("DIG B36"). Under
     this  interpretation,  modified  coinsurance  and  coinsurance  with  funds
     withheld  reinsurance  agreements as well as other types of receivables and
     payables  where  interest is  determined  by  reference  to a pool of fixed
     maturity  assets or total  return debt index may be  determined  to contain
     embedded derivatives that are required to be bifurcated.  The required date
     of adoption of DIG B36 for the Company is October 1, 2003.  The Company has
     completed  its  evaluation of DIG B36 and  determined  that the Company has
     modified coinsurance treaties that are applicable to require implementation
     of the guidance. The applicable contracts, however, have been determined to
     generate  embedded  derivatives with a fair value of zero.  Therefore,  the
     guidance, while implemented, will have no impact on the Company's financial
     position, results of operations or cash flows.


4.   Deferred Policy Acquisition Costs and Value of Business Acquired

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

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

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

                                       9

<PAGE>

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

     VOBA activity for the nine months ended September 30, 2003 was as follows:


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

         (Millions)
         ----------
         Balance at December 31, 2002                                               $        8.5
             Adjustment for FAS No. 115                                                     (8.8)
             Interest accrued at 7%                                                          0.4
             Amortization                                                                    8.6
                                                                                  ----------------
         Balance at Sepember 30, 2003                                               $        8.7
                                                                                  ================
</TABLE>


5.   Investments

     Impairments

     During the three months ended  September 30, 2003,  the Company  determined
     that no fixed maturities had other than temporary  impairments.  During the
     three months ended  September 30, 2002,  the Company  determined  that four
     fixed maturities had other than temporary impairments. As a result, for the
     three months ended  September  30, 2002,  the Company  recognized a pre-tax
     loss of $0.3 million to reduce the carrying  value of the fixed  maturities
     to their fair value at the time of impairment.

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

     The fair value of the remaining  impaired fixed maturities at September 30,
     2003 and 2002 is $1.5 million and $4.1 million, respectively.

                                       10

<PAGE>

6.   Severance

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


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


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


7.   Income Taxes

     The effective  tax rates for the three months ended  September 30, 2003 and
     September 30, 2002 were 780.0% and 31.9%,  respectively.  The change in the
     three  months rate was  primarily  caused by an  increase in the  deduction
     allowed for dividends  received combined with a decrease in pre-tax income.
     The Company's  effective tax rates for the nine months ended  September 30,
     2003 and 2002  were  15.5%  and  32.4%,  respectively.  The  change  in the
     year-to-date  rate was  primarily  caused by an increase  in the  deduction
     allowed for dividends received.


8.   Commitments and Contingent Liabilities

     Commitments

     Through the normal course of investment operations,  the Company commits to
     either  purchase or sell  securities,  commercial  mortgage  loans or money
     market  instruments at a specified  future date and at a specified price or
     yield.  The  inability of  counterparties  to honor these  commitments  may
     result in either higher or lower replacement cost. Also, there is likely to
     be a change in the value of the securities  underlying the commitments.  At
     September 30, 2003 and December 31, 2002, the Company had off-balance sheet
     commitments  to  purchase  investments  equal to their fair value of $113.6
     million and $77.0 million, respectively.

                                       11

<PAGE>

     Litigation

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


9.   Reinsurance

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

                                       12
<PAGE>

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

          Overview

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

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

          Nature of Business

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

                                       13

<PAGE>

          Recently Adopted Accounting Standards

          Accounting for Goodwill and Other Intangible Assets

          During 2002, the Company adopted Financial  Accounting Standards Board
          ("FASB") Statement of Financial  Accounting Standards ("FAS") No. 142,
          "Goodwill  and Other  Intangible  Assets"  ("FAS  No.142").  Effective
          January 1, 2002, the Company applied the non-amortization provision of
          the new  standard,  therefore,  the Company's net income is comparable
          for all periods presented.

          The adoption of this standard resulted in an impairment loss of $135.3
          million  which was  recorded by the  Company in the fourth  quarter of
          2002. This  impairment loss  represented the entire carrying amount of
          goodwill, net of accumulated amortization.  This impairment charge was
          shown as a change in  accounting  principle  on the  December 31, 2002
          Consolidated Income Statement.

          In accordance  with FAS No. 142, a  transitional  impairment  loss for
          goodwill  should be recognized in the first interim period of the year
          of  initial  adoption,  regardless  of  the  period  in  which  it was
          measured.  The  aggregate  amount of the  accounting  change should be
          included in restated net income of the first interim period,  and each
          subsequent  period of that year should be  presented  on the  restated
          basis.  As such,  net income for the nine months ended  September  30,
          2002,  has been  restated to reflect  the  January 1, 2002  impairment
          charge, which was recorded in the fourth quarter of 2002.

          New Accounting Pronouncements

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

          The Derivative  Implementation  Group ("DIG")  responsible for issuing
          guidance  on behalf  of the FASB for  implementation  of FAS No.  133,
          Accounting for Derivative  Instruments and Hedging Activities recently
          issued Statement  Implementation Issue No. B36, Embedded  Derivatives:
          Modified   Coinsurance   Arrangements   and  Debt   Instruments   That
          Incorporate Credit Risk Exposures That Are Unrelated or Only Partially
          Related  to  the  Credit   Worthiness   of  the  Obligor  under  Those
          Instruments   ("DIG  B36").   Under  this   interpretation,   modified
          coinsurance and coinsurance with funds withheld reinsurance agreements
          as well as other types of  receivables  and payables where interest is
          determined  by reference to a pool of fixed  maturity  assets or total
          return debt index may be  determined to contain  embedded  derivatives
          that are required to be  bifurcated.  The required date of adoption of
          DIG B36 for the Company is October 1, 2003.  The Company has completed
          its evaluation of DIG B36 and determined that the Company has modified
          coinsurance treaties that are applicable to require  implementation of
          the guidance. The applicable contracts,  however, have been determined
          to generate embedded derivatives with a fair value of zero. Therefore,
          the guidance, while implemented,  will have no impact on the Company's
          financial position, results of operations or cash flows.


                                       14
<PAGE>

          Critical Accounting Policies

          General

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

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

          Investment Impairment Testing

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

          Amortization  of  Deferred  Acquisition  Costs and  Value of  Business
          Acquired

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


                                      15

<PAGE>

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

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

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

          Forward-Looking Information/Risk Factors

          In  connection  with  the  "safe  harbor"  provisions  of the  Private
          Securities Litigation Reform Act of 1995, the Company cautions readers
          regarding certain forward-looking  statements contained in this report
          and in any other  statements  made by, or on behalf of,  the  Company,
          whether or not in future  filings  with the  Securities  and  Exchange
          Commission  ("SEC").  Forward-looking  statements  are  statements not
          based on historical information and which relate to future operations,
          strategies, financial results, or other developments. Statements using
          verbs such as  "expect,"  "anticipate,"  "believe" or words of similar
          import generally involve forward-looking statements.  Without limiting
          the foregoing,  forward-looking  statements  include  statements which
          represent the Company's beliefs  concerning future levels of sales and
          redemptions of the Company's products,  investment spreads and yields,
          or the earnings and profitability of the Company's activities.

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

                                       16
<PAGE>

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

          Results of Operations

          Fee income  increased by $31.2 million and $53.9 million for the three
          and nine months ended  September 30, 2003,  respectively,  compared to
          the same periods ended  September 30, 2002.  The increase is primarily
          due to an increase in average variable assets under management between
          the respective time periods.

          Net investment  income  decreased by $5.3 million for the three months
          ended  September  30,  2003  compared  to the  same  period  in  2002,
          primarily  due to lower  yields and  futures  losses.  Net  investment
          income  increased by $35.5 million for the nine months ended September
          30,  2003  compared to the same  period in 2002,  primarily  due to an
          increase  in  investment  asset  levels,  partially  offset by futures
          losses and lower  yields.

          Net realized  capital  gains for the three months ended  September 30,
          2003  decreased by $9.6  million  compared to the same period in 2002,
          primarily due to an  increasing  treasury rate during the three months
          ended September 30, 2003, versus a decreasing treasury rate during the
          same period in 2002. The 10-year treasury yield (constant  maturities)
          decreased  from 4.8% to 3.6% during the three months  ended  September
          30, 2002 and increased from 3.5% to 3.9% during the three months ended
          September  30, 2003.  Net realized  capital  gains for the nine months
          ended  September 30, 2003  increased by $87.4 million  compared to the
          same period in 2002  primarily  due to a decrease in the  year-to-date
          average   interest   rate.  A  year-to-date   average   interest  rate
          measurement  is used when  interest  rates do not show either a steady
          increase or decrease over time. In a declining rate  environment,  the
          market  value  of fixed  maturities  held in the  Company's  portfolio
          increases,  assuming  no  credit  deterioration.   In  a  rising  rate
          environment,  the market value of fixed maturities held decreases. The
          fluctuations  in net realized gains reflect the impact of the interest
          rate  environment on the overall sale of fixed  maturities  during the
          respective time periods.

                                       17

<PAGE>

          Other income for the three and nine months ended  September  30, 2003,
          respectively, is comparable to that for the same periods in 2002.

          Interest  credited and other benefits to policyholders  increased $7.6
          million  and  $59.6  million  for the  three  and  nine  months  ended
          September 30, 2003,  respectively,  compared to the same periods ended
          September  30,  2002.  The  increase  is  primarily  due to an overall
          increase in fixed inforce business, partially offset by a reduction in
          the guarantee  benefits  reserve  associated  with the recovery of the
          equity markets.

          General  expenses  decreased  $3.1  million and $24.4  million for the
          three and nine months ended September 30, 2003, respectively, compared
          to the  same  periods  ended  September  30,  2002.  The  decrease  is
          primarily due to a decline in fixed business sales  resulting in lower
          general  expenses.  Also  contributing  to  the  decrease  is a  lower
          allocation of corporate and service charges from the Company's  parent
          and other affiliates who provide services to the Company,  as a result
          of  increased   efficiencies   gained  from  ING's  company-wide  cost
          reduction efforts.

          Commissions decreased $3.5 million and $64.6 million for the three and
          nine months ended  September 30, 2003,  respectively,  compared to the
          same periods ended  September 30, 2002.  The decrease is primarily due
          to lower sales resulting in less commission.  Also contributing to the
          decrease in commissions  for the nine months ended  September 30, 2003
          is a  negative  ceding  commission  as a part  of the  recapture  of a
          reinsurance  agreement  that was  deferred  in the policy  acquisition
          costs deferred line.

          Policy  acquisition  costs deferred  decreased $28.0 million and $92.6
          million  for the three  and nine  months  ended  September  30,  2003,
          respectively,  compared to the same periods ended  September 30, 2002.
          The decrease was  primarily  due to lower sales during the  respective
          periods as well as to the  deferral  of a net gain  attributed  to the
          recapture of a reinsurance agreement.

          Amortization  of  deferred  policy  acquisition  costs  and  value  of
          business  acquired  for the three  months  ended  September  30, 2003,
          decreased  by $54.8  million,  compared  to the same  period  in 2002.
          Amortization  of  long-duration  products is recorded in proportion to
          actual and estimated future gross profits. Estimated gross profits are
          computed  based on underlying  assumptions  related to the  underlying
          contracts,  including but not limited to interest margins,  mortality,
          lapse, premium persistency,  expenses,  and asset growth. The decrease
          in the amortization of deferred policy  acquisition costs and value of
          insurance  acquired  reflects  the  impact of these  variables  on the
          overall book of business.  Amortization of deferred policy acquisition
          costs  and  value  of  business  acquired  for the nine  months  ended
          September 30, 2003, is comparable to that for the same period in 2002.

          Expenses and charges reimbursed under modified  coinsurance  ("MODCO")
          agreements increased $17.3 million and $11.2 million for the three and
          nine months ended  September 30, 2003,  respectively,  compared to the
          same periods ended  September 30, 2002.  The increase is primarily due
          to an  increase  in  expense  allowances  as a result of new  business
          written and covered by MODCO.

          Interest  expense for the three  months  ended  September  30, 2003 is
          comparable  to that for the same period in 2002.  The decrease of $2.4
          million for the nine months ended September 30, 2003,  compared to the
          same period in 2002,  however,  is primarily due to the  redemption of
          two notes on June 28, 2002.

                                       18
<PAGE>

          The  cumulative  effect of the change in accounting  principle for the
          nine months ended September 30, 2002 was a loss of $135.3 million.  As
          noted in the Recently Adopted Accounting Standards section, this write
          down is related to FAS No. 142, which  addresses the value of goodwill
          and other intangible assets.

          Net income increased by $47.9 million and $228.7 million for the three
          and nine months ended  September 30, 2003,  respectively,  compared to
          the same periods in 2002.  Higher  earnings for the three months ended
          September  30, 2003 are  primarily the result of increased fee income,
          reduced  amortization  of  deferred  acquisition  costs  and  value of
          business  acquired,  partially offset by decreased policy  acquisition
          costs  deferred.  Higher  earnings for the nine months ended September
          30, 2003, are primarily the result of increased fee income,  increased
          net investment income,  increased net realized capital gains, combined
          with a decrease of general expenses and commissions,  partially offset
          by decreased  policy  acquisition  costs  deferred.  In addition,  the
          earnings for the nine months ended  September 30, 2002 were reduced by
          $132.3  million  as a result  of a  cumulative  effect  of a change in
          accounting  principle  resulting  from the  write off of  goodwill  in
          accordance with FAS No. 142.

          Financial Condition

          Investments

          Fixed Maturities

          At September 30, 2003 and December 31, 2002,  the  Company's  carrying
          value of available  for sale fixed  maturities  represented  86.9% and
          90.5%, respectively,  the total general account invested assets. Total
          fixed  maturities  reflected  net  unrealized  capital gains of $229.5
          million and $216.3  million at  September  30, 2003 and  December  31,
          2002, respectively.

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

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

                                       19
<PAGE>

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

                                                                                    September 30,    December 31,
                                                                                         2003             2002
                                                                                  ----------------  ----------------
              AAA                                                                         34.6  %           34.1  %
              AA                                                                           4.3               9.2
              A                                                                           22.8              23.4
              BBB                                                                         34.9              30.2
              BB                                                                           2.5               2.3
              B and below                                                                  0.9               0.8
                                                                                  ----------------  ----------------
              Total                                                                      100.0  %          100.0  %
                                                                                  ================  ================
</TABLE>

          The  percentage  of total  fixed  maturities  by  market  sector is as
          follows:
<TABLE>
<CAPTION>
<S>                                                                               <C>             <C>

                                                                                    September 30,     December 31,
                                                                                          2003            2002
                                                                                  ----------------  ----------------
              U.S. Corporate                                                              56.5  %           59.8  %
              Residential Mortgaged-backed                                                14.6              13.2
              Commercial/Multifamily Mortgage-backed                                       6.5               6.0
              Foreign (1)                                                                 13.2              10.7
              U.S. Treasuries/Agencies                                                     0.3               4.2
              Asset-backed                                                                 8.9               6.1
                                                                                  ----------------  ----------------
              Total                                                                      100.0  %          100.0  %
                                                                                  ================  ================
</TABLE>

          (1)  Primarily U.S. dollar denominated

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

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

          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.

                                       20
<PAGE>

          The Company's  liquidity  position is managed by maintaining  adequate
          levels  of  liquid  assets,  such  as cash  or  cash  equivalents  and
          short-term  investments.   Additional  sources  of  liquidity  include
          borrowing facilities to meet short-term cash requirements. The Company
          maintains a $40.0 million  revolving  loan  agreement with ING America
          Insurance Holdings, Inc. ("ING AIH"), an affiliate of the Company, and
          the Company has  established a $75.0 million  revolving  note facility
          with  a  national  bank.  Management  believes  that  its  sources  of
          liquidity  are  adequate  to  meet  the  Company's   short-term   cash
          obligations.

          The  National   Association  of  Insurance   Commissioners'   ("NAIC")
          risk-based  capital   requirements   require  insurance  companies  to
          calculate and report  information under a risk-based  capital formula.
          These  requirements  are  intended to allow  insurance  regulators  to
          monitor the capitalization of insurance  companies based upon the type
          and mixture of risks inherent in a Company's  operations.  The formula
          includes  components  for asset risk,  liability  risk,  interest rate
          exposure,  and other factors. The Company has complied with the NAIC's
          risk-based capital reporting  requirements.  Amounts reported indicate
          that the Company has total adjusted capital above all required capital
          levels.

          During the nine months  ended  September  30, 2003 and during the year
          ended December 31, 2002, the Company received capital contributions of
          $230.0 million and $356.3 million, respectively.

          Under  the  MODCO   agreement,   Golden   American   received   a  net
          reimbursement  of expenses  and charges of $89.3  million for the nine
          months ended  September 30, 2003 and $100.9 million for the year ended
          December 31, 2002. The Company had a receivable from Equitable Life of
          $6.0 million as of September 30, 2003 and a payable to Equitable  Life
          of $7.1 million as of December 31, 2002,  each for a remaining  amount
          of net cash settlement for the modified coinsurance agreement.

          Legislative Initiatives

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

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

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

                                       21

<PAGE>

Item 4.   Controls and Procedures

          a)   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 Company's disclosure controls and procedures
               (as defined in Rule  13a-15(e) and  15d-15(e)) of the  Securities
               Exchange Act of 1934) as of the end of the period covered by this
               report. 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  has not been any  change  in the  internal  controls  over
               financial  reporting  of the  Company  that  occurred  during the
               period covered by this report that has materially  affected or is
               reasonably likely to materially affect these internal controls.


                                       22

<PAGE>

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

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

          As with many financial services  companies,  affiliates of the Company
          have received  requests for information from various  governmental and
          self-regulatory  agencies in connection with investigations related to
          trading in investment  company shares.  In each case, full cooperation
          and responses are being  provided.  The Company is also  reviewing its
          policies and procedures in this area.


Item 6.   Exhibits and reports on Form 8-K

          (a)  Exhibits

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

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

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

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

               A    Third  Amendment to Asset  Management  Agreement dated as of
                    August 18, 2003,  between ING Investment  Management LLC and
                    Golden  American Life Insurance  Company

          (b)  Reports on Form 8-K

               None.



                                       23

<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                            GOLDEN AMERICAN LIFE INSURANCE COMPANY
                                           (Registrant)


November 12, 2003           By /s/ David A. Wheat
-----------------              -------------------------------------------------
      (Date)                   David A. Wheat
                               Senior Vice President and Chief Financial Officer


                                      24



<PAGE>

                                                                    Exhibit 31.1


                                  CERTIFICATION

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

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

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

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

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

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

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

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

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

Date      November 12, 2003
          -------------------


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




<PAGE>

                                                                    Exhibit 31.2


                                  CERTIFICATION

I, Keith Gubbay, certify that:

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

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

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

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

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

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

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

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

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

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

Date      November 12,  2003
          -------------------


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