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 June 30, 2003

                                       OR

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

     For the transition period from ___________________  to


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


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

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

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

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


<PAGE>


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



                                      INDEX


<TABLE>
<CAPTION>
<S>             <C>                                                                                  <C>
PART I.           FINANCIAL INFORMATION (Unaudited)                                                   PAGE
                                                                                                     -----

   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                                                 12

   Item 4.        Controls and Procedures                                                              20

PART II.          OTHER INFORMATION

   Item 1.        Legal Proceedings                                                                    21

   Item 6.        Exhibits and Reports on Form 8-K                                                     21

   Signatures                                                                                          22

   Certifications                                                                                      23

</TABLE>
<PAGE>


PART I.       FINANCIAL INFORMATION (UNAUDITED)

Item 1.       Financial Statements



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



                   Condensed Consolidated Statements of Income
                                   (Unaudited)
                                   (Millions)

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

                                                      Three months ended June 30,         Six months ended June 30,
                                                        2003              2002              2003             2002
                                                   ---------------- -----------------  ---------------- ----------------

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

Benefits, losses and expenses:
    Benefits:
      Interest credited and other
        benefits to policyholders                             37.4              55.9             163.2            111.2
    Underwriting, acquisition, and insurance expenses:
        General expenses                                      25.6              35.5              53.0             74.3
        Commissions                                           67.8              99.7             102.8            163.9
        Policy acquisition costs deferred                    (57.4)            (94.7)            (81.9)          (156.5)
    Amortization of deferred policy
      acquisition costs and value of
      business acquired                                       43.5              32.7              88.2             32.6
    Other:
      Expense and charges reimbursed
        under modified coinsurance
        agreements                                           (33.0)            (28.8)            (51.1)           (57.3)
      Interest expense                                         3.4               4.8               6.8              9.5
                                                   ---------------- -----------------  ---------------- ----------------
Total benefits, losses and expenses                           87.3             105.1             281.0            177.7
                                                   ---------------- -----------------  ---------------- ----------------
Income (loss) before income taxes                             60.3             (15.9)             38.0            (19.1)
Income tax expense (benefit)                                  19.4              (5.5)             11.6             (6.5)
                                                   ---------------- -----------------  ---------------- ----------------
Net income (loss)                                  $          40.9  $          (10.4)   $         26.4  $         (12.6)
                                                   ================ =================  ================ ================

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

Cash and cash equivalents                                                                      210.8             148.5
Accrued investment income                                                                       72.6              61.9
Reinsurance recoverable                                                                         19.6             196.9
Receivable for securities sold                                                                  36.5                 -
Deferred policy acquisition costs                                                              685.7             678.0
Value of business acquired                                                                       0.1               8.5
Other assets                                                                                    14.8               5.3
Assets held in separate accounts                                                            13,345.6          11,029.3
                                                                                     ----------------  ----------------
Total assets                                                                             $  20,806.7       $  17,584.4
                                                                                     ================  ================

Liabilities and Shareholder's Equity
Policy liabilities and accruals:
    Future policy benefits and claims reserves                                           $   5,414.6       $   5,159.1
Notes to affiliates                                                                            170.0             170.0
Due to affiliates                                                                               76.0                 -
Payables for securities purchased                                                               97.7                 -
Dollar roll obligations                                                                         92.1              40.0
Current income taxes                                                                             7.4              42.4
Deferred income taxes                                                                          193.1              79.8
Other liabilities                                                                               62.0              64.7
Liabilities related to separate accounts                                                    13,345.6          11,029.3
                                                                                     ----------------  ----------------
Total liabilities                                                                           19,458.5          16,585.3
                                                                                     ----------------  ----------------

Shareholder's equity
    Common stock (250,000 shares authorized, issued and
      outstanding; $10.00 per share par value)                                                   2.5               2.5
    Additional paid-in capital                                                               1,358.4           1,128.4
    Accumulated other comprehensive income                                                      94.8               2.1
    Retained deficit                                                                          (107.5)           (133.9)
                                                                                     ----------------  ----------------
Total shareholder's equity                                                                   1,348.2             999.1
                                                                                     ----------------  ----------------
Total liabilities and shareholder's equity                                               $  20,806.7       $  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>

                                                                                         Six Months Ended June 30,
                                                                                          2003              2002
                                                                                     ----------------  ----------------

Shareholder's equity, beginning of period                                            $         999.1   $        817.8
Comprehensive income (loss):
    Net income (loss)                                                                           26.4            (12.6)
    Other comprehensive income (loss) net of tax: unrealized gain (loss)
      on securities ($142.6 and $(1.9), pretax year to date)                                    92.7             (1.2)
                                                                                     ----------------  ----------------
Total comprehensive income (loss)                                                              119.1            (13.8)
Loss on sale to affiliate                                                                          -             (3.0)
Contribution of capital                                                                        230.0            125.0
                                                                                     ----------------  ----------------
Shareholder's equity, end of period                                                  $       1,348.2   $        926.0
                                                                                     ================  ================

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

                                        5

</TABLE>

<PAGE>


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



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

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

                                                                                      Six months ended June 30,
                                                                                        2003             2002
                                                                                    --------------   --------------

Net cash provided by operating activities                                           $        344.4   $        120.7

Cash Flows from Investing Activities
    Proceeds from the sale, maturity, or repayment of:
      Fixed maturities available for sale                                                  4,058.1          3,052.1
      Equity securities                                                                        2.9                -
      Mortgage loans on real estate                                                           26.1             10.6
    Acquisition of investments:
      Fixed maturities available for sale                                                 (4,715.8)        (4,746.3)
      Equity securities                                                                          -            (22.5)
      Mortgage loans on real estate                                                         (102.2)           (43.1)
      Other investments                                                                      (30.6)               -
    Disposal of subsidiary at book value                                                         -            (31.6)
    Proceeds from sale of interest in subsidiary                                                 -             27.9
    (Increase) decrease in policy loans                                                       (0.9)            (1.2)
    Purchase of property and equipment                                                        (0.7)            (0.5)
                                                                                     --------------   --------------
Net cash used in investing activities                                                       (763.1)        (1,754.6)
                                                                                     --------------   --------------
Cash Flows from Financing Activities
    Deposits and interest credited for investment contracts                                  791.9          2,334.2
    Maturities and withdrawals from insurance and investment contracts                      (157.1)           (80.6)
    Transfers to separate accounts                                                          (518.3)          (584.2)
    Repayment of notes payable                                                                   -            (76.4)
    Cash received on reinsurance recapture                                                   134.5                -
    Contribution of capital from parent                                                      230.0            125.0
                                                                                     --------------   --------------
Net cash provided by financing activities                                                    481.0          1,718.0
                                                                                     --------------   --------------
Net increase in cash and cash equivalents                                                     62.3             84.1
Cash and cash equivalents, beginning of period                                               148.5            195.7
                                                                                     --------------   --------------
Cash and cash equivalents, end of period                                             $       210.8    $       279.8
                                                                                     ==============   ==============

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

                                        6
</TABLE>

<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 April1,
2002, its wholly-owned subsidiary,  First Golden American Life Insurance Company
of New York ("First  Golden")  (collectively  the  "Company")  are  providers of
financial  products  and  services  in the United  States.  Golden  American,  a
wholly-owned  subsidiary of Equitable Life Insurance Company of Iowa ("Equitable
Life" or the "Parent"),  is a stock life insurance  company  organized under the
laws of the State of Delaware. Golden American was originally incorporated under
the laws of the State of Minnesota  on January 2, 1973,  in the name of St. Paul
Life Insurance  Company.  Equitable  Life is a  wholly-owned  subsidiary of Lion
Connecticut Holding, Inc. ("Lion Connecticut") which is an indirect wholly-owned
subsidiary  of ING Groep  N.V.  ("ING"),  a global  financial  services  holding
company based in The Netherlands.

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

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

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


                                       7
<PAGE>

2.  Recently Adopted Accounting Standards

Accounting for Goodwill and Other Intangible Assets

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

3.  New Accounting Pronouncements

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

4.  Deferred Policy Acquisition Costs and Value of Business Acquired

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

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


                                       8
<PAGE>

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.

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

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

<TABLE>

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

5.  Investments

Impairments

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

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


                                    9
<PAGE>

6. Severance

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

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

</TABLE>


7.   Income Taxes

The  Company's  effective tax rates for the three months ended June 30, 2003 and
June 30, 2002 were 32.2% and 34.6%,  respectively.  The Company's  effective tax
rates for the six  months  ended  June 30,  2003 and 2002 were  30.5% and 34.0%,
respectively.  The rates are lower in 2003 due to a significant  increase in the
dividends received deductions.

8.   Commitments and Contingent Liabilities

Commitments

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


                                       10
<PAGE>

Litigation

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


9.   Reinsurance

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

10.  Subsequent Event

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

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

Overview

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

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

Nature of Business

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

Recently Adopted Accounting Standards

Accounting for Goodwill and Other Intangible Assets

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


                                       12
<PAGE>

New Accounting Pronouncements

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

Critical Accounting Policies

General

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

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

Investment Impairment Testing

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


                                       13

<PAGE>

Amortization of Deferred Acquisition Costs and Value of Business Acquired

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

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

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

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

Forward-Looking Information/Risk Factors

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


                                       14

<PAGE>

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

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

Results of Operations

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

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

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


                                       15

<PAGE>

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

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

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

The  decrease of $37.3  million and $74.6  million in policy  acquisition  costs
deferred  for the three and six months  ended June 30,  2003,  respectively,  is
primarily due to the reduced  commissions on lower sales as well as the deferral
of the $19.1  million net gain  attributed  to the  recapture  of a  reinsurance
agreement.

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


                                       16

<PAGE>

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

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

Net income  increased by $51.3  million and $39.0 million for the three and six
months  ended June 30,  2003,  respectively,  as  compared  to the three and six
months  ended  June 30,  2002.  Higher  earnings  are  primarily  the  result of
increased  realized  capital  gains on  investments  offset by  amortization  of
deferred policy acquisition costs and value of business acquired.

Financial Condition

Investments

Fixed Maturities

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

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

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


                                       17

<PAGE>

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

<TABLE>
<CAPTION>
<S>                                                                                     <C>                <C>
                                                                                           June 30,          December 31,
                                                                                              2003               2002
                                                                                        -------------       -------------

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

The percentage of total fixed maturities by market sector is as follows:
<TABLE>
<CAPTION>
<S>                                                                                     <C>                 <C>
                                                                                             June 30,         December 31,
                                                                                              2003                2002
                                                                                         -------------       -------------
              U.S. Corporate                                                                  57.1%              59.8%
              Residential Mortgaged-backed                                                    14.2               13.2
              Commercial/Multifamily Mortgage-backed                                           6.0                6.0
              Foreign (1)                                                                     12.2               10.7
              U.S. Treasuries/Agencies                                                         3.4                4.2
              Asset-backed                                                                     7.1                6.1
                                                                                         -------------       -------------
              Total                                                                          100.0%             100.0%
                                                                                         =============       =============

</TABLE>

(1) Primarily U.S. dollar denominated


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

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


                                       18
<PAGE>

Liquidity and Capital Resources

Liquidity  is the ability of the Company to  generate  sufficient  cash flows to
meet the cash requirements of operating,  investing,  and financing  activities.
The Company's  principal  sources of liquidity are annuity  premiums and product
charges,  investment income, maturing investments,  proceeds from debt issuance,
and  capital  contributions.  Primary  uses  of  these  funds  are  payments  of
commissions and operating  expenses,  interest and premium  credits,  investment
purchases, repayment of debt, as well as withdrawals and surrenders.

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

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

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

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


                                       19

<PAGE>

Legislative Initiatives

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

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

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


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.


                                       20
<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.


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     None.

(b)  Reports on Form 8-K.

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


                                       21
<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)


August 12, 2003
----------------                  By /s/ Cheryl L. Price
                                     -------------------------------------------
    (Date)                           Cheryl L. Price
                                     Vice President and Chief Accounting Officer



                                  By /s/ David A. Wheat
                                     -------------------------------------------
                                     David A. Wheat
                                     Senior Vice President and
                                     Chief Financial Officer



                                       22
<PAGE>




                                  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:    August 12, 2003
         ---------------


By       /s/ David A. Wheat
        -------------------------------------------------
        David A. Wheat
        Senior Vice President and Chief Financial Officer


                                       23
<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 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     August 12, 2003
         ---------------

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


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