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, 2001
                                       -----------------------------------------

                                       OR

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

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

Commission file number    33-87272,  333-51353, 333-28765, 333-28681, 333-28743,
                          ------------------------------------------------------
                          333-51949, 333-65009, 333-66745, 333-76941, 333-76945,
                          ------------------------------------------------------
                          333-35592, 333-95511, 333-30186, 333-40596, 333-33924,
                          ------------------------------------------------------
                          333-95457, 333-59386, 333-59398, 333-59408, 333-52320
                          ------------------------------------------------------
                          333-57212, 333-63694
                          --------------------



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

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

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

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


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


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


                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable date: 250,000 shares of Common Stock
as of August 10, 2001.

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).

Exhibit index - Page 25                                             Page 1 of 35

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                                               FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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

Condensed Consolidated Statements of Operations (Unaudited):

                                                                      For the Three               For the Three
                                                                       Months Ended                Months Ended
                                                                      June 30, 2001               June 30, 2000
                                                               -------------------------------------------------------
                                                                                 (Dollars in thousands)
<S>                                                                         <C>                       <C>
   Revenues:
      Annuity and interest sensitive life product charges                   $35,725                    $34,064
      Management fee revenue                                                  6,307                      5,153
      Net investment income                                                  23,359                     15,783
      Realized gains (losses) on investments                                     44                     (1,328)
                                                               -------------------------------------------------------
                                                                             65,435                     53,672

   Insurance benefits and expenses:
      Annuity and interest sensitive life benefits:
        Interest credited to account balances                                43,054                     46,156
        Benefit claims incurred in excess of account balances                   239                      1,159
      Underwriting, acquisition, and insurance expenses:
        Commissions                                                          52,202                     54,682
        General expenses                                                     31,952                     19,897
        Insurance taxes, state licenses, and fees                             1,344                      1,080
        Policy acquisition costs deferred                                   (38,344)                     8,233
        Amortization:
          Deferred policy acquisition costs                                  13,104                     18,027
          Value of purchased insurance in force                               1,683                      1,034
          Goodwill                                                              944                        944
        Expense and charges reimbursed under modified
          coinsurance agreements                                            (51,083)                  (112,746)
                                                               -------------------------------------------------------
                                                                             55,095                     38,466
   Interest expense                                                           4,765                      5,038
                                                               -------------------------------------------------------
                                                                             59,860                     43,504
                                                               -------------------------------------------------------
   Income before income taxes                                                 5,575                     10,168

   Income taxes                                                               2,373                      3,981
                                                               -------------------------------------------------------

   Net income                                                                $3,202                     $6,187
                                                               =======================================================












See accompanying notes.

                                                           2
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Condensed Consolidated Statements of Operations (Unaudited):

                                                                        For the Six                For the Six
                                                                       Months Ended               Months Ended
                                                                      June 30, 2001              June 30, 2000
                                                               -------------------------------------------------------
                                                                                 (Dollars in thousands)
<S>                                                                        <C>                        <C>
   Revenues:
      Annuity and interest sensitive life product charges                   $84,284                    $69,734
      Management fee revenue                                                 12,438                      9,856
      Net investment income                                                  42,771                     31,775
      Realized losses on investments                                         (1,919)                    (2,637)
                                                               -------------------------------------------------------
                                                                            137,574                    108,728

   Insurance  benefits  and  expenses:
      Annuity and interest sensitive life benefits:
        Interest credited to account balances                                90,153                    100,068
        Benefit claims incurred in excess of account balances                 2,851                      3,211
      Underwriting, acquisition, and insurance expenses:
        Commissions                                                         108,600                    112,158
        General expenses                                                     56,989                     40,179
        Insurance taxes, state licenses, and fees                             3,528                      2,910
        Policy acquisition costs deferred                                   (24,925)                   (97,724)
        Amortization:
          Deferred policy acquisition costs                                  29,632                     35,757
          Value of purchased insurance in force                               2,175                      2,278
          Goodwill                                                            1,889                      1,889
        Expense and charges reimbursed under modified
          coinsurance agreements                                           (162,668)                  (115,792)
                                                               -------------------------------------------------------
                                                                            108,224                     84,934
   Interest expense                                                           9,508                     10,115
                                                               -------------------------------------------------------
                                                                            117,732                     95,049
                                                               -------------------------------------------------------
   Income before income taxes                                                19,842                     13,679

   Income taxes                                                               7,707                      5,602
                                                               -------------------------------------------------------

   Net income                                                               $12,135                     $8,077
                                                               =======================================================













See accompanying notes.

                                                           3
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Condensed Consolidated Balance Sheets:

                                                                                   June 30, 2001          December 31, 2000
                                                                              ------------------------------------------------
                                                                                    (Unaudited)
ASSETS                                                                          (Dollars in thousands, except per share data)
<S>                                                                                  <C>                     <C>
Investments:
  Fixed maturities, available for sale, at fair value
    (cost:  2001 - $1,226,036; 2000 - $798,751)                                       $1,231,210                $792,578
  Equity securities, at fair value (cost: 2001 - $66; 2000 - $8,611)                          58                   6,791
  Mortgage loans on real estate                                                          150,620                  99,916
  Policy loans                                                                            13,910                  13,323
  Short-term investments                                                                  30,297                  17,102
                                                                              ------------------------------------------------
Total investments                                                                      1,426,095                 929,710

Cash and cash equivalents                                                                140,894                 152,880
Reinsurance recoverable                                                                   21,975                  19,331
Reinsurance recoverable from affiliates                                                   21,400                  14,642
Due from affiliates                                                                           68                  38,786
Accrued investment income                                                                 16,364                   9,606
Deferred policy acquisition costs                                                        624,624                 635,147
Value of purchased insurance in force                                                     22,286                  25,942
Current income taxes recoverable                                                             221                     511
Deferred income tax asset                                                                    994                   9,047
Property and equipment, less allowances for depreciation of
  $8,298 in 2001 and $5,638 in 2000                                                       11,384                  14,404
Goodwill, less accumulated amortization of $13,853 in 2001
  and $11,964 in 2000                                                                    137,274                 139,163
Other assets                                                                              54,367                  32,019
Separate account assets                                                               10,370,337               9,831,489
                                                                              ------------------------------------------------
Total assets                                                                         $12,848,283             $11,852,677
                                                                              ================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
  Future policy benefits:
    Annuity and interest sensitive life products                                      $1,456,796              $1,062,891
    Unearned revenue reserve                                                               6,550                   6,817
    Other policy claims and benefits                                                         177                      82
                                                                              ------------------------------------------------
                                                                                       1,463,523               1,069,790

Surplus notes                                                                            245,000                 245,000
Revolving note payable                                                                     1,400                      --
Due to affiliates                                                                         15,121                  19,887
Other liabilities                                                                        111,405                  69,374
Separate account liabilities                                                          10,370,337               9,831,489
                                                                              ------------------------------------------------
                                                                                      12,206,786              11,235,540

Commitments and contingencies

Stockholder's equity:
  Common stock, par value $10 per share, authorized, issued,
    and outstanding  250,000 shares                                                        2,500                   2,500
  Additional paid-in capital                                                             590,640                 583,640
  Accumulated other comprehensive income (loss)                                            1,179                  (4,046)
  Retained earnings                                                                       47,178                  35,043
                                                                              ------------------------------------------------
Total stockholder's equity                                                               641,497                 617,137
                                                                              ------------------------------------------------
Total liabilities and stockholder's equity                                           $12,848,283             $11,852,677
                                                                              ================================================


See accompanying notes.

                                                          4
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Condensed Consolidated Statements of Cash Flows (Unaudited):

                                                                                   For the Six              For the Six
                                                                                  Months Ended             Months Ended
                                                                                 June 30, 2001            June 30, 2000
                                                                            -------------------------------------------------
                                                                                           (Dollars in thousands)

<S>                                                                                    <C>                     <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                                              $165,012                 $33,298

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
   Fixed maturities - available for sale                                                229,916                 123,182
   Equity securities                                                                      6,894                   5,195
   Mortgage loans on real estate                                                         60,621                   3,281
   Policy loans - net                                                                        --                   1,732
   Short-term investments - net                                                              --                  17,880
                                                                            -------------------------------------------------
                                                                                        297,431                 151,270

Acquisition of investments:
   Fixed maturities - available for sale                                               (658,495)               (100,936)
   Mortgage loans on real estate                                                       (111,532)                 (8,887)
   Policy loans - net                                                                      (587)                     --
   Short-term investments - net                                                         (13,195)                     --
                                                                            -------------------------------------------------
                                                                                       (783,809)               (109,823)
Net sale (purchase) of property and equipment                                                18                  (1,974)
Issuance of reciprocal loan agreement receivables                                            --                 (16,900)
Receipt of repayment of reciprocal loan agreement receivables                                --                  16,900
                                                                            -------------------------------------------------
Net cash (used in) provided by investing activities                                    (486,360)                 39,473

FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement borrowings                                       29,300                 177,900
Repayment of reciprocal loan agreement borrowings                                       (29,300)               (137,900)
Proceeds from revolving note payable                                                      1,400                  54,800
Repayment of revolving note payable                                                          --                 (56,200)
Receipts from annuity and interest sensitive life
   policies credited to account balances                                                734,162                 355,662
Return of account balances on annuity
   and interest sensitive life policies                                                 (70,613)                (87,841)
Net reallocations to Separate Accounts                                                 (362,587)               (412,150)
Contribution from parent                                                                  7,000                  80,000
                                                                            -------------------------------------------------
Net cash provided by (used in) financing activities                                     309,362                 (25,729)
                                                                            -------------------------------------------------

(Decrease) increase in cash and cash equivalents                                        (11,986)                 47,042

Cash and cash equivalents at beginning of period                                        152,880                  76,690
                                                                            -------------------------------------------------

Cash and cash equivalents at end of period                                             $140,894                $123,732
                                                                            =================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest                                                 $9,475                 $12,649



See accompanying notes.


                                                                5
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NOTE 1 -- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and the  instructions  to Form  10-Q and  Article  10 of
Regulation S-X. Accordingly,  the financial statements do not include all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. All adjustments
were of a normal  recurring  nature,  unless  otherwise  noted  in  Management's
Discussion and Analysis and the Notes to Financial Statements. Operating results
for the six months  ended June 30, 2001 are not  necessarily  indicative  of the
results  that may be  expected  for the year ending  December  31,  2001.  These
financial statements should be read in conjunction with the financial statements
and related footnotes  included in the Golden American Life Insurance  Company's
annual report on Form 10-K for the year ended December 31, 2000.

CONSOLIDATION
The condensed  consolidated  financial  statements  include Golden American Life
Insurance  Company ("Golden  American") and its wholly owned  subsidiary,  First
Golden  American Life  Insurance  Company of New York ("First  Golden," and with
Golden American,  collectively,  the "Companies").  All significant intercompany
accounts and transactions have been eliminated.

ORGANIZATION
Golden  American is a wholly owned  subsidiary  of Equitable of Iowa  Companies,
Inc. ("EIC" or the "Parent").  EIC is an indirect wholly owned subsidiary of ING
Groep  N.V.,  a  global   financial   services  holding  company  based  in  The
Netherlands.

SIGNIFICANT ACCOUNTING POLICIES
NEW ACCOUNTING  STANDARDS:  As of January 1, 2001, the Companies adopted FAS No.
133, Accounting for Derivative  Instruments and Hedging  Activities,  as amended
and  interpreted  by FAS No. 137,  Accounting  for  Derivative  Instruments  and
Hedging  Activities - Deferral of the Effective  Date of FASB Statement No. 133,
FAS No. 138,  Accounting for Certain Derivative  Instruments and Certain Hedging
Activities  - an Amendment  of FASB  Statement  No. 133, and certain FAS No. 133
implementation  issues. This standard, as amended,  requires companies to record
all derivatives on the balance sheet as either assets or liabilities and measure
those  instruments  at fair value.  The manner in which  companies are to record
gains or losses  resulting from changes in the fair values of those  derivatives
depends  on the  use of the  derivative  and  whether  it  qualifies  for  hedge
accounting.

Adoption  of FAS No.  133 did  not  have a  material  effect  on the  Companies'
financial  position  or  results  of  operations  given the  Companies'  limited
derivative and embedded derivative holdings.

The Companies  chose to elect a transition  date of January 1, 1999 for embedded
derivatives.  Therefore,  only those derivatives  embedded in hybrid instruments
issued,  acquired or substantively modified by the entity on or after January 1,
1999 are recognized as separate assets or liabilities.  The cumulative effect of
the accounting change upon adoption was not material.

ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES:  The Companies may
from time to time utilize various derivative instruments to manage interest rate
and price risk  (collectively,  market  risk).  The Companies  have  appropriate
controls in place,  and  financial  exposures  are  monitored and managed by the
Companies  as an  integral  part  of  their  overall  risk  management  program.
Derivatives are recognized on the balance sheet at their fair value.

The  Companies  occasionally  purchase a financial  instrument  that  contains a
derivative  instrument  that is "embedded"  in the  instrument.  The  Companies'
insurance  products  are also  reviewed to  determine  whether  they  contain an
embedded derivative.  The Companies assess whether the economic  characteristics
of the  embedded  derivative  are clearly and  closely  related to the  economic
characteristics  of the  remaining  component  of the  financial  instrument  or
insurance  product (i.e.,  the host contract) and whether a separate  instrument
with the same terms as the embedded  instrument  would meet the  definition of a
derivative  instrument.  When it is  determined  that  the  embedded  derivative


                                       6
<PAGE>


possesses economic  characteristics  that are not clearly and closely related to
the economic characteristics of the host contract and that a separate instrument
with the same terms  would  qualify as a  derivative  instrument,  the  embedded
derivative  is separated  from the host  contract and carried at fair value.  In
cases where the host  contract is measured at fair value,  with  changes in fair
value  reported  in current  period  earnings,  or the  Companies  are unable to
reliably  identify and measure the embedded  derivative for separation  from its
host contract, the entire contract is carried on the balance sheet at fair value
and is not designated as a hedging instrument.

PENDING ACCOUNTING  STANDARDS:  In June 2001, the Financial Accounting Standards
Board issued  Statements of Financial  Accounting  Standards No. 141,  "Business
Combinations",  and No. 142, "Goodwill and Other Intangible  Assets",  effective
for  fiscal  years  beginning  after  December  15,  2001.  Under the new rules,
goodwill and intangible assets deemed to have indefinite lives will no longer be
amortized but will be subject to annual  impairment tests in accordance with the
Statements.  Other  intangible  assets will continue to be amortized  over their
useful  lives.  The  Companies  are  required  to adopt the new rules  effective
January 1, 2002.  The  Companies  are  evaluating  the impact of the adoption of
these  standards  and have not yet  determined  the effect of  adoption on their
financial position and results of operations.

STATUTORY
Net  loss for  Golden  American  as  determined  in  accordance  with  statutory
accounting  practices was  $54,982,000  and $12,235,000 for the six months ended
June 30, 2001 and 2000,  respectively.  Total statutory  capital and surplus was
$360,926,000 at June 30, 2001 and $406,923,000 at December 31, 2000

The National  Association of Insurance  Commissioners has revised the Accounting
Practices and Procedures Manual, the guidance that defines statutory  accounting
principles.  The  revised  manual was  effective  January 1, 2001,  and has been
adopted, at least in part, by the States of Delaware and New York, which are the
states of domicile  for Golden  American  and First  Golden,  respectively.  The
revised  manual has  resulted in changes to the  accounting  practices  that the
Companies use to prepare their statutory-basis financial statements.  The impact
of these  changes to the  Companies'  statutory-basis  capital and surplus as of
January 1, 2001 was not significant.

RECLASSIFICATIONS
Certain amounts in the prior period financial  statements have been reclassified
to conform to the June 30, 2001 financial statement presentation.

NOTE 2 -- COMPREHENSIVE INCOME

Comprehensive  income  includes  all changes in  stockholder's  equity  during a
period except those  resulting  from  investments  by and  distributions  to the
stockholder.  During the second quarters of 2001 and 2000,  total  comprehensive
income  for  the   Companies   amounted  to  $2.7  million  and  $6.4   million,
respectively,  and $17.4  million and $7.0 million for the six months ended June
30,  2001 and  2000,  respectively.  Other  comprehensive  income  excludes  net
investment  losses included in net income which merely represent  transfers from
unrealized  to realized  gains and losses.  These amounts  totaled  $883,000 and
$120,000 during the second quarters of 2001 and 2000, respectively, and $185,000
and $588,000 for the six months ended June 30, 2001 and 2000, respectively. Such
amounts,  which have been measured  through the date of sale,  are net of income
taxes and adjustments for the value of purchased insurance in force and deferred
policy  acquisition  costs totaling  $1,736,000 and  $(1,200,000) for the second
quarters of 2001 and 2000, respectively, and $(104,000) and $(2,041,000) for the
six months ended June 30, 2001 and 2000, respectively.

NOTE 3 -- INVESTMENTS

INVESTMENT VALUATION ANALYSIS: The Companies analyze the investment portfolio at
least  quarterly in order to determine if the carrying  value of any  investment
has been impaired.  The carrying value of debt and equity  securities is written
down to fair  value by a charge to  realized  losses  when  impairment  in value
appears to be other than  temporary.  During the first  quarter of 2001,  Golden
American  determined  that the  carrying  value of three  bonds  exceeded  their
estimated net realizable  value.  As a result,  during the six months ended June
30, 2001, Golden American  recognized a total pre-tax loss of $679,000 to reduce


                                       7
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the  carrying  value of the  bonds to their  combined  net  realizable  value of
$365,000.

NOTE 4 -- DERIVATIVE INSTRUMENTS

The Companies may from time to time utilize  various  derivative  instruments to
manage interest rate and price risk  (collectively,  market risk). The Companies
have appropriate  controls in place,  and financial  exposures are monitored and
managed by the Companies as an integral  part of their  overall risk  management
program. Derivatives are recognized on the balance sheet at their fair value. At
June 30, 2001, the Companies did not utilize any such derivatives.

The  estimated  fair  values and  carrying  amounts of the  Companies'  embedded
derivatives  at June 30, 2001 were $0, net of  reinsurance.  The estimated  fair
values and  carrying  amounts of the  embedded  derivatives  on a direct  basis,
before reinsurance, were $1.1 million.

The fair value of these instruments was estimated based on quoted market prices,
dealer quotations or internal estimates.

NOTE 5 -- RELATED PARTY TRANSACTIONS

OPERATING AGREEMENTS: Directed Services, Inc. ("DSI"), an affiliate, acts as the
principal  underwriter  (as  defined  in the  Securities  Act of  1933  and  the
Investment  Company Act of 1940,  as amended)  and  distributor  of the variable
insurance  products  issued by the  Companies.  DSI is  authorized to enter into
agreements with  broker/dealers to distribute the Companies'  variable insurance
products  and  appoint  representatives  of the  broker/dealers  as agents.  The
Companies paid  commissions to DSI totaling  $52,514,000 and $108,398,000 in the
second quarter and the first six months of 2001,  respectively  ($53,398,000 and
$109,252,000, respectively, for the same periods of 2000).

Golden American provides certain managerial and supervisory services to DSI. The
fee paid by DSI for these  services is  calculated  as a  percentage  of average
assets in the variable separate accounts.  For the second quarter and six months
ended  June 30,  2001,  the fee was  $5,831,000  and  $11,533,000,  respectively
($4,740,000 and $9,058,000, respectively, for the same periods of 2000).

The Companies have an asset management agreement with ING Investment  Management
LLC ("ING IM"),  an affiliate,  in which ING IM provides  asset  management  and
accounting  services.  Under the agreement,  the Companies record a fee based on
the value of the assets managed by ING IM. The fee is payable quarterly. For the
second quarter and the first six months of 2001, the Companies  incurred fees of
$858,000  and  $1,701,000,  respectively,  under this  agreement  ($616,000  and
$1,274,000, respectively, for the same periods of 2000).

Golden American has a guaranty  agreement with Equitable Life Insurance  Company
of Iowa  ("Equitable  Life"),  an affiliate.  In consideration of an annual fee,
payable June 30,  Equitable Life guarantees to Golden American that it will make
funds  available,  if needed,  to Golden American to pay the contractual  claims
made under the  provisions  of Golden  American's  life  insurance  and  annuity
contracts.  The agreement is not, and nothing contained therein or done pursuant
thereto by Equitable  Life shall be deemed to  constitute,  a direct or indirect
guaranty  by  Equitable  Life of the  payment  of any debt or other  obligation,
indebtedness,  or  liability,  of any kind or  character  whatsoever,  of Golden
American.  The agreement does not guarantee the value of the  underlying  assets
held in separate accounts in which funds of variable life insurance and variable
annuity policies have been invested.  The calculation of the annual fee is based
on risk based capital. On June 30, 2001 and 2000, Golden American incurred a fee
of $12,000 and $7,000, respectively, under this agreement.

Golden American  provides certain  advisory,  computer,  and other resources and
services to Equitable Life.  Revenues for these services,  which reduced general
expenses incurred by Golden American,  totaled $1,360,000 and $2,719,000 for the
second quarter and six months ended June 30, 2001, respectively  ($1,708,000 and
$3,276,000, respectively, for the same periods of 2000).


                                       8
<PAGE>


The Companies have a service  agreement  with Equitable Life in which  Equitable
Life  provides  administrative  and  financial  related  services.   Under  this
agreement,  the  Companies  incurred  expenses of $77,000 and  $152,000  for the
second  quarter and six months ended June 30, 2001,  respectively  ($355,000 and
$667,000, respectively, for the same periods in 2000).

First  Golden  provides  resources  and  services  to DSI.  Revenues  for  these
services,  which reduced  general  expenses  incurred by First  Golden,  totaled
$8,000 and $134,000  for the second  quarter and six months ended June 30, 2001,
respectively ($56,000 and $108,000, respectively, for the same periods in 2000).

Golden American  provides  resources and services to ING Mutual Funds Management
Co.,  LLC, an affiliate.  Revenues for these  services,  which  reduced  general
expenses  incurred by Golden  American,  totaled  $430,000  and $478,000 for the
second  quarter and six months ended June 30, 2001,  respectively  ($165,000 and
$270,000, respectively, for the same periods in 2000).

Golden  American  provides  resources  and  services  to  United  Life & Annuity
Insurance  Company,  an affiliate.  Revenues for these  services,  which reduced
general expenses  incurred by Golden American,  totaled $97,000 and $199,000 for
the second  quarter and six months ended June 30, 2001,  respectively  ($149,000
and 318,000, respectively, for the same periods in 2000).

The  Companies  provide  resources  and  services  to  Security  Life of  Denver
Insurance  Company,  an affiliate.  Revenues for these  services,  which reduced
general expenses incurred by the Companies, totaled $79,000 and $133,000 for the
second  quarter and six months  ended June 30, 2001,  respectively  ($56,000 and
$108,000, respectively, for the same periods in 2000).

The  Companies  provide  resources  and  services to  Southland  Life  Insurance
Company,  an  affiliate.  Revenues for these  services,  which  reduced  general
expenses  incurred by the Companies,  totaled $34,000 and $63,000 for the second
quarter and six months ended June 30, 2001,  respectively  ($26,000 and $52,000,
respectively, for the same periods in 2000).

For the  second  quarter  of  2001,  the  Companies  received  premiums,  net of
reinsurance, for variable products sold through eight affiliates,  Locust Street
Securities,  Inc.  ("LSSI"),  Vestax  Securities  Corporation  ("Vestax"),  DSI,
Multi-Financial   Securities   Corporation   ("Multi-Financial"),   IFG  Network
Securities,  Inc.  ("IFG"),  Washington  Square  Securities,  Inc.  ("Washington
Square"),  PrimeVest Financial  ("PrimeVest"),  and Compulife Investor Services,
Inc. ("Compulife") of $28,500,000, $9,100,000, $200,000, $5,900,000, $3,900,000,
$21,600,000,  $7,900,000 and $2,200,000,  respectively ($9,500,000,  $6,900,000,
$100,000,  $2,800,000,  $1,500,000,  $0, $0, and $0, respectively,  for the same
period of  2000).  For the first six  months  of 2001,  the  Companies  received
premiums,   net  of  reinsurance  for  variable   products  sold  through  eight
affiliates,   LSSI,  Vestax,  DSI,  Multi-Financial,   IFG,  Washington  Square,
PrimeVest,  and Compulife of  $37,900,000,  $12,900,000,  $400,000,  $9,000,000,
$5,500,000, $28,900,000, $11,000,000, and $3,700,000, respectively ($67,000,000,
$28,300,000,  $800,000,  $21,100,000,  $8,300,000, $0, $0, and $0, respectively,
for the same period of 2000).

For the second quarter and six months ended June 30, 2001, First Golden received
premiums  for fixed  annuities  products  sold  through  Washington  Square.  of
approximately $450,000 and $550,000, respectively.

MODIFIED  COINSURANCE  AGREEMENT:  On June 30, 2000,  effective January 1, 2000,
Golden  American  entered into a modified  coinsurance  agreement with Equitable
Life,  an  affiliate,  covering  a  considerable  portion  of Golden  American's
variable  annuities  issued  after  January  1,  2000,  excluding  those with an
interest  rate  guarantee.  The  financial  statements  are presented net of the
effects of the agreement.

Under this agreement,  Golden American  received a net reimbursement of expenses
and charges of $50.2 million and $160.9  million for the second  quarter and the
six months  ended June 30,  2001,  respectively  ($111.8  million for the second
quarter and the six months ended June 30,  2000).  This was offset by a decrease
in deferred acquisition costs of $52.7 million and $160.8 million, respectively,
for the same periods ($109.3 million during the second quarter and the first six
months in 2000).  At June 30, 2001,  Golden  American had a payable to Equitable


                                       9
<PAGE>


Life of $10.0 million due to the timing of the cash  settlement for the modified
coinsurance agreement. As at December 31, 2000, Golden American had a payable of
$16.3 million under the agreement.

REINSURANCE  AGREEMENT  COVERING MINIMUM  GUARANTEED  BENEFITS:  On December 28,
2000, Golden American entered into a reinsurance agreement with Security Life of
Denver  International  Limited, an affiliate,  covering minimum guaranteed death
benefits and minimum  guaranteed  living benefits of variable  annuities  issued
after January 1, 2000. An irrevocable letter of credit was obtained through Bank
of New York in the amount of $25.0 million related to this agreement. Under this
agreement,  Golden American recorded a reinsurance  recoverable of $21.4 million
and $14.6 million at June 30, 2001 and December 31, 2000, respectively.

RECIPROCAL LOAN AGREEMENT: Golden American maintains a reciprocal loan agreement
with ING America Insurance  Holdings,  Inc. ("ING AIH"), a Delaware  corporation
and  affiliate,  to  facilitate  the  handling of unusual  and/or  unanticipated
short-term  cash  requirements.  Under this  agreement,  which became  effective
January 1, 1998 and expires  December 31, 2007,  Golden American and ING AIH can
borrow up to  $65,000,000  from one another.  Prior to lending funds to ING AIH,
Golden  American must obtain the approval of the  Department of Insurance of the
State of Delaware.  Interest on any Golden American borrowings is charged at the
rate of ING AIH's cost of funds for the interest period plus 0.15%.  Interest on
any ING AIH  borrowings  is charged at a rate based on the  prevailing  interest
rate of U.S.  commercial  paper available for purchase with a similar  duration.
Under  this  agreement,  Golden  American  incurred  interest  expense of $0 and
$254,000 for the second quarters of 2001 and 2000, respectively, and $25,000 and
$336,000 for the six months ended June 30, 2001 and 2000, respectively.  At June
30, 2001,  Golden  American did not have any borrowings or receivables  from ING
AIH under this agreement.

SURPLUS NOTES:  On December 30, 1999,  Golden  American issued an 8.179% surplus
note in the  amount of  $50,000,000  to  Equitable  Life.  The note  matures  on
December  29,  2029.  Payment  of the  note  and  related  accrued  interest  is
subordinate to payments due to policyholders,  claimant and beneficiary  claims,
as well as debts owed to all other  classes of debtors,  other than surplus note
holders,  of Golden  American.  Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance Commissioner. Under this
agreement,   Golden  American   incurred  interest  expense  of  $1,020,000  and
$1,022,000  for  the  second  quarters  of  2001  and  2000,  respectively,  and
$2,028,000  and  $2,056,000  for the six months  ended  June 30,  2001 and 2000,
respectively.

On December 8, 1999,  Golden American issued a 7.979% surplus note in the amount
of $35,000,000 to First Columbine Life Insurance Company ("First Columbine"), an
affiliate. The note matures on December 7, 2029. Payment of the note and related
accrued interest is subordinate to payments due to  policyholders,  claimant and
beneficiary claims, as well as debts owed to all other classes of debtors, other
than surplus note holders,  of Golden American.  Any payment of principal and/or
interest  made is  subject  to the  prior  approval  of the  Delaware  Insurance
Commissioner. Under this agreement, Golden American incurred interest expense of
$696,000 and $698,000 for the seconds  quarters of 2001 and 2000,  respectively,
and  $1,385,000  and  $1,575,000  for the  first  six  months  of 2001 and 2000,
respectively.

On September 30, 1999, Golden American issued a 7.75% surplus note in the amount
of  $75,000,000  to ING AIH. The note matures on September 29, 2029.  Payment of
the  note and  related  accrued  interest  is  subordinate  to  payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors,  other than surplus note holders,  of Golden American.
Any payment of principal  and/or  interest made is subject to the prior approval
of the Delaware Insurance  Commissioner.  Under this agreement,  Golden American
incurred  interest  expense of $1,449,000 and $1,453,000 for the second quarters
of 2001 and 2000, respectively,  and $2,882,000 and $2,906,000 for the first six
months of 2001 and 2000,  respectively.  On December 30, 1999,  ING AIH assigned
the note to Equitable Life.

On December 30, 1998,  Golden American issued a 7.25% surplus note in the amount
of $60,000,000 to Equitable Life. The note matures on December 29, 2028. Payment
of the note and related  accrued  interest  is  subordinate  to payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors,  other than surplus note holders,  of Golden American.
Any payment of principal  and/or  interest made is subject to the prior approval
of the Delaware Insurance  Commissioner.  Under this agreement,  Golden American
incurred  interest  expense of $1,085,000 and $1,087,000 for the second quarters
of 2001 and 2000, respectively,  and $2,157,000 and $2,175,000 for the first six
months of 2001 and 2000, respectively.


                                       10
<PAGE>


On December 17, 1996, Golden American issued an 8.25% surplus note in the amount
of $25,000,000 to Equitable of Iowa Companies.  The note matures on December 17,
2026.  Payment  of the note and  related  accrued  interest  is  subordinate  to
payments due to  policyholders,  claimant,  and beneficiary  claims,  as well as
debts owed to all other  classes of debtors of Golden  American.  Any payment of
principal  made is  subject  to the prior  approval  of the  Delaware  Insurance
Commissioner. Golden American incurred interest totaling $515,000 for the second
quarters of 2001 and 2000, respectively, and $1,031,000 for the first six months
of 2001 and 2000, respectively.

STOCKHOLDER'S  EQUITY:  During  the second  quarter  and the first six months of
2001,  Golden  American  received  capital  contributions  from  its  Parent  of
$7,000,000 ($0 and $80,000,000, respectively, for the same periods in 2000).

NOTE 6 -- COMMITMENTS AND CONTINGENCIES

REINSURANCE:  At June 30, 2001, the Companies had reinsurance treaties with five
unaffiliated  reinsurers and three affiliated  reinsurers covering a significant
portion of the minimum  guaranteed  death and living benefits under its variable
contracts as of June 30, 2001.  Golden American remains liable to the extent its
reinsurers do not meet their obligations under the reinsurance agreements.

At June 30, 2001 and December 31, 2000,  the  Companies had net  receivables  of
$43,375,000  and  $33,973,000,  respectively,  for reinsurance  claims,  reserve
credits, or other receivables from these reinsurers.  These net receivables were
comprised of $1,350,000 and  $1,820,000,  respectively,  for claims  recoverable
from  reinsurers,  $2,546,000 and  $4,007,000,  respectively,  for a payable for
reinsurance  premiums,  $21,400,000 and $14,642,000,  respectively,  for reserve
credits, and $23,171,000 and $21,518,000, respectively, for a receivable from an
unaffiliated  reinsurer.  Included in the accompanying  financial statements are
net  considerations  to reinsurers of $5,962,000  for the second quarter of 2001
and  $12,618,000  for the first six months of 2001  compared to  $5,271,000  and
$7,908,000  for the same  periods in 2000.  Also  included  in the  accompanying
financial  statements  are net  policy  benefits  of  $1,834,000  for the second
quarter of 2001 and  $11,777,000  for the first six months of 2001  compared  to
$1,278,000 and $1,835,000 for the same period in 2000.

On June 30, 2000,  effective  January 1, 2000,  Golden  American  entered into a
modified  coinsurance  agreement with Equitable  Life, an affiliate,  covering a
considerable  portion  of Golden  American's  variable  annuities  issued  after
January 1, 2000,  excluding those with an interest rate  guarantee.  At June 30,
2001,  Golden  American had received a total  settlement of $160.9 million under
this agreement  pertaining to 2001.  The carrying value of the separate  account
liabilities  covered  under this  agreement  represent  25.0% of total  separate
account liabilities outstanding at June 30, 2001. Golden American remains liable
to the extent Equitable Life does not meet its obligations  under the agreement.
The  accompanying  financial  statements are presented net of the effects of the
agreement.

On December 28, 2000, Golden American entered into a reinsurance  agreement with
Security Life of Denver  International  Limited, an affiliate,  covering minimum
guaranteed  death benefits and minimum  guaranteed  living  benefits of variable
annuities  issued January 1, 2000. An irrevocable  letter of credit was obtained
through Bank of New York in the amount of $25,000,000 related to this agreement.

On December 29, 2000, First Golden entered into a reinsurance treaty with London
Life Reinsurance Company of Pennsylvania,  an unaffiliated  reinsurer,  covering
the minimum  guaranteed  death  benefits of First  Golden's  variable  annuities
issued after January 1, 2000.

Effective  June 1, 1994,  Golden  American  entered into a modified  coinsurance
agreement with an unaffiliated reinsurer.  The accompanying financial statements
are presented net of the effects of the treaty.

INVESTMENT  COMMITMENTS:  At June  30,  2001,  outstanding  commitments  to fund
mortgage loans totaled  $65,620,000.  There were no  outstanding  commitments to
fund mortgage loans at December 31, 2000.

GUARANTY FUND  ASSESSMENTS:  Assessments are levied on the Companies by life and
health guaranty  associations in most states in which the Companies are licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In some


                                       11
<PAGE>


states,  these assessments can be partially offset through a reduction in future
premium  taxes.  The  Companies  cannot  predict  whether  and  to  what  extent
legislative  initiatives may affect the right to offset. The associated cost for
a  particular  insurance  company  can vary  significantly  based upon its fixed
account  premium  volume by line of business  and state  premiums as well as its
potential for premium tax offset. The Companies have established an undiscounted
reserve to cover such assessments,  review information regarding known failures,
and revise estimates of future guaranty fund assessments.  The Companies charged
to expense $1,000 in guaranteed  fund  assessments in the second quarter of 2001
and $2,000 for the first six  months of 2001  compared  to $1,000 and $2,000 for
the same periods in 2000. At June 30, 2001 and December 31, 2000,  the Companies
have an undiscounted  reserve of $2,430,000 to cover future  assessments (net of
related  anticipated premium tax offsets) and have established an asset totaling
$691,000  and  $733,000,   respectively,  for  assessments  paid  which  may  be
recoverable  through  future  premium tax offsets.  The  Companies  believe this
reserve is sufficient to cover expected future guaranty fund  assessments  based
upon previous premiums and known insolvencies at this time.

LITIGATION:  The  Companies,  like other  insurance  companies,  may be named or
otherwise   involved  in  lawsuits,   including   class   action   lawsuits  and
arbitrations.  In some  class  action  and  other  actions  involving  insurers,
substantial  damages  have  been  sought  and/or  material  settlement  or award
payments  have  been  made.  The  Companies  currently  believe  no  pending  or
threatened  lawsuits  or  actions  exist  that are  reasonably  likely to have a
material adverse impact on the Companies.

VULNERABILITY FROM CONCENTRATIONS:  The Companies have various concentrations in
the investment portfolio.  As of June 30, 2001, the Companies had one investment
(other than bonds issued by agencies of the United States government)  exceeding
ten percent of stockholder's equity. The Companies' asset growth, net investment
income,  and cash flow are  primarily  generated  from the sale of variable  and
fixed  insurance  products and  associated  future policy  benefits and separate
account  liabilities.  Substantial  changes  in tax laws that  would  make these
products less attractive to consumers and extreme fluctuations in interest rates
or stock  market  returns,  which may  result in higher  lapse  experience  than
assumed, could cause a severe impact on the Companies' financial condition.  One
broker/dealer  generated  10% of the  Companies'  net sales  during  the  second
quarter  of 2001 (24% by two  broker/dealers  in the same  period of 2000).  One
broker/dealer  generated  10% of the  Companies'  net sales during the first six
months  of 2001 (12% by one  broker/dealer  in the same  period  of  2000).  The
Premium Plus product  generated 54% and 52% of the  Companies'  sales during the
second quarter of 2001 and the first six months of 2001 (74% and 75% in the same
periods of 2000).  The Guarantee  product,  introduced in the fourth  quarter of
2000,  generated 13% and 18% of the  Companies'  sales during the second quarter
and the first six months of 2001. The ES II product generated 19% and 16% of the
Companies' sales during the second and the first six months of 2001 (12% and 11%
in the same periods of 2000).

REVOLVING  NOTE  PAYABLE:  To  enhance  short-term   liquidity,   the  Companies
established  revolving  notes payable with SunTrust Bank,  Atlanta (the "Bank").
These  revolving  notes  payable were amended and restated in April 2001 with an
expiration  date of May 31,  2002.  The  note  was  approved  by the  Boards  of
Directors of Golden  American  and First Golden on August 5, 1998 and  September
29, 1998,  respectively.  The total amount the Companies may have outstanding is
$85,000,000,  of which Golden American and First Golden have  individual  credit
sublimits  of  $75,000,000  and  $10,000,000,  respectively.  The  notes  accrue
interest  at an annual rate equal to: (1) the cost of funds for the Bank for the
period  applicable  for the advance plus 0.225% or (2) a rate quoted by the Bank
to the  Companies  for the  advance.  The  terms of the  agreement  require  the
Companies  to maintain  the  minimum  level of Company  Action  Level Risk Based
Capital as established by applicable state law or regulation.  During the second
quarters ended June 30, 2001 and 2000, the Companies  incurred  interest expense
of $0 and $8,000,  respectively.  During the six months  ended June 30, 2001 and
2000,  the  Companies   incurred   interest   expense  of  $1,000  and  $36,000,
respectively.  At June  30,  2001 and  December  31,  2000,  the  Companies  had
borrowings of $1,400,000 and $0, respectively, under these agreements.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.

The purpose of this section is to discuss and analyze the Golden  American  Life
Insurance  Company's  ("Golden  American")  condensed  consolidated  results  of
operations.  In addition,  some analysis and information regarding the financial
condition and liquidity and capital resources is provided.  This analysis should
be read  jointly  with the  condensed  consolidated  financial  statements,  the
related  notes,   and  the  Cautionary   Statement   Regarding   Forward-Looking


                                       12
<PAGE>


Statements,  which  appear  elsewhere in this report.  Golden  American  reports
financial results on a consolidated basis. The condensed  consolidated financial
statements  include the accounts of Golden  American and its  subsidiary,  First
Golden  American  Life  Insurance  Company  of New  York  ("First  Golden,"  and
collectively with Golden American, the "Companies").

Golden  American is a wholly owned  subsidiary  of Equitable of Iowa  Companies,
Inc. ("EIC" or the "Parent").  EIC is an indirect wholly owned subsidiary of ING
Groep N.V.  ("ING"),  a global  financial  services holding company based in The
Netherlands.

RESULTS OF OPERATIONS
---------------------
<TABLE>
<CAPTION>

PREMIUMS
                                                                   Percentage              Dollar
Six Months ended June 30                           2001                Change              Change                 2000
----------------------------------------------------------------------------------------------------------------------------
                                                                        (Dollars in millions)
<S>                                              <C>                   <C>                <C>                 <C>
Variable annuity premiums:
  Separate account                                $39.2                (94.9)%            $(726.5)              $765.7
  Fixed account                                   720.9                103.9                367.3                353.6
                                         -----------------------------------------------------------------------------------
Total variable annuity premiums                   760.1                (32.1)              (359.2)             1,119.3
Fixed annuity premiums                              1.6                   --                  1.6                   --
Variable life premiums                              1.0                   --                   --                  1.0
                                         -----------------------------------------------------------------------------------
Total premiums                                   $762.7                (31.9)%            $(357.6)            $1,120.3
                                         ===================================================================================
</TABLE>

For the Companies'  variable and fixed insurance  contracts,  premiums collected
are not reported as revenues, but as deposits to insurance liabilities. Revenues
for these products are recognized over time in the form of investment spread and
product charges.

Variable  annuity  premiums net of reinsurance  decreased 32.1% during the first
six  months of 2001  compared  to the same  period  of 2000.  This  decrease  is
primarily  due to ceded  variable  annuity  separate  account  premiums  of $1.2
billion  and  $0.9   billion  for  the  first  six  months  of  2001  and  2000,
respectively,  under modified coinsurance  agreements.  Also contributing to the
decrease  in variable  annuity  premiums  is a  reduction  of $462.0  million in
variable  annuity separate account premiums from the Premium Plus product in the
first  three  months  of 2001 as  compared  to the first  three  months of 2000.
Offsetting  these decreases is an increase in fixed account premiums from $353.6
million in 2000 to $720.9  million in 2001.  This  increase is primarily  due to
sales of the Guarantee product, a registered fixed annuity product introduced in
the last quarter of 2000.  Sales for this product  totaled $358.0 million in the
first six months of 2001.

During  the first six  months of 2001,  First  Golden  began  selling  two fixed
annuity products, a Flex Annuity and a Multi-Year Guarantee Annuity ("MYGA").

Premiums,  net  of  reinsurance,   for  variable  products  from  a  significant
broker/dealer  having at least ten  percent  of total  sales for the six  months
ended June 30, 2001 totaled  $72.4  million,  or 10% of total  premiums  ($131.4
million,  or 12% from a significant  broker/dealer for the six months ended June
30, 2000). Gross premiums for variable products from a significant broker/dealer
having at least ten  percent of total  sales for the six  months  ended June 30,
2001, totaled $214.6 million, or 11% of total gross premiums ($450.0 million, or
22%,  from two  significant  broker/dealers  for the six  months  ended June 30,
2000).


                                       13
<PAGE>
<TABLE>
<CAPTION>


REVENUES

                                                                      Percentage         Dollar
Six Months ended June 30                             2001                 Change         Change              2000
----------------------------------------------------------------------------------------------------------------------------
                                                                         (Dollars in millions)
<S>                                                <C>                      <C>           <C>              <C>
Annuity and interest sensitive
  life product charges                              $84.3                   20.9%         $14.6             $69.7
Management fee revenue                               12.4                   26.2            2.6               9.8
Net investment income                                42.8                   34.6           11.0              31.8
Realized losses on investments                       (1.9)                 (27.2)           0.7              (2.6)
                                          ----------------------------------------------------------------------------------
                                                   $137.6                   26.5%         $28.9            $108.7
                                          ==================================================================================

</TABLE>

Total  revenues  increased  26.5% in the first six  months of 2001 from the same
period in 2000.  Annuity and interest  sensitive life product charges  increased
20.9% in the first six months of 2001 due to  additional  fees  earned  from the
higher  average  block of business  under  management  in the variable  separate
accounts and higher surrender charges.

Golden American provides certain managerial and supervisory services to Directed
Services,  Inc.  ("DSI").  The fee paid to Golden  American for these  services,
which is calculated as a percentage of average  assets in the variable  separate
accounts,  was $11.5  million and $9.0  million for the first six months of 2001
and 2000,  respectively.  This increase was due to the increasing average assets
in the variable  separate  accounts and  renegotiation of the fee paid by DSI to
Golden American during the third quarter of 2000.

Net investment  income  increased 34.6% in the first six months of 2001 due to a
growth in invested assets from June 30, 2000 mainly related to the  introduction
of the Guarantee  product.  The Companies had $1.9 million of realized losses on
the sale of investments  in the first six months of 2001,  compared to losses of
$2.6 million in the same period of 2000.

EXPENSES

Total  insurance  benefits and expenses  increased  $23.3 million,  or 27.4%, to
$108.2  million  in the first six  months of 2001 from the same  period in 2000.
Interest credited to account balances decreased $9.9 million,  or 9.9%, to $90.2
million in the first six months of 2001.  The premium credit on the Premium Plus
product  decreased $23.3 million to $50.3 million at June 30, 2001 and the bonus
interest on the fixed account decreased $0.6 million to $4.2 million at June 30,
2001. These decreases were partially offset by an increase in interest  credited
due to higher average  account  balances  associated  with the Companies'  fixed
account options, mainly due to the introduction of the Guarantee product.

Commissions  decreased $3.6 million, or 3.2%, to $108.6 million in the first six
months  of 2001.  Insurance  taxes,  state  licenses,  and fees  increased  $0.6
million,  or 21.2%, to $3.5 million in the first six months of 2001.  Changes in
commissions and insurance taxes, state licenses,  and fees are generally related
to changes in the level and mix or  composition  of fixed and  variable  product
sales.  Most costs  incurred  as the result of sales  have been  deferred,  thus
having very little impact on current earnings.

General  expenses  increased  $16.8 million,  or 41.8%,  to $57.0 million in the
first  six  months  of 2001.  The  Companies  use a network  of  wholesalers  to
distribute products, and the salaries and sales bonuses of these wholesalers are
included in general expenses. The portion of these salaries and related expenses
that varies  directly  with  production  levels is deferred  thus having  little
impact on  current  earnings.  Also  contributing  to this  increase  in general
expenses are additional  cost  allocations  during the first six months of 2001.
The increase in general expenses was partially offset by reimbursements received
from DSI,  Equitable  Life Insurance  Company of Iowa  ("Equitable  Life"),  ING
Mutual  Funds  Management  Co.,  LLC,  an  affiliate,  Security  Life of  Denver
Insurance Company, an affiliate, Southland Life Insurance Company, an affiliate,
and United Life & Annuity Insurance Company, an affiliate, for certain advisory,
computer, and other resources and services provided by the Companies.

During the first six months of 2001 and 2000,  the value of purchased  insurance
in force  ("VPIF")  was  adjusted  to  increase  amortization  by  $245,000  and
$707,000,  respectively,  to reflect changes in the  assumptions  related to the
timing of estimated gross profits.  Based on current  conditions and assumptions


                                       14
<PAGE>


as to the impact of future  events on acquired  policies in force,  the expected
approximate  net  amortization  relating  to VPIF as of  June  30,  2001 is $2.0
million for the remainder of 2001,  $3.4 million in 2002,  $3.0 million in 2003,
$2.5  million in 2004,  $1.8 million in 2005,  and $1.4 million in 2006.  Actual
amortization may vary based upon changes in assumptions and experience.

Amortization  of deferred  policy  acquisition  costs  ("DPAC")  decreased  $6.1
million,  or 17.1%, in the first six months of 2001. Deferred policy acquisition
costs decreased $72.8 million, or 74.5%, for the six months ended June 30, 2001.
The  decrease in the  amortization  and the amount of policy  acquisition  costs
deferred was mainly due to an increase in the amount of deferred costs that have
been offset due to the modified  coinsurance  agreement  entered into during the
second quarter of 2000.

Expenses and charges  reimbursed to Golden  American under modified  coinsurance
agreements  increased  from $115.8  million for the six months in 2000 to $162.7
million  during  the  first  six  months in 2001.  This was  primarily  due to a
modified coinsurance  agreement which was entered into during the second quarter
of 2000, with Equitable Life, an affiliate,  covering a considerable  portion of
Golden  American's  variable  annuities issued after January 1, 2000,  excluding
those with an interest rate guarantee. Under this reinsurance agreement,  $160.9
million in expenses and charges were  reimbursed  during the first six months of
2001.  This   reimbursement   offset  deferred  policy   acquisition  costs  and
non-deferrable costs related to policies reinsured under this agreement.

Interest expense  decreased 6.0%, or $0.6 million,  to $9.5 million in the first
six  months of 2001.  Interest  expense on a $25  million  surplus  note  issued
December  1996 and  expiring  December  2026 was $1.0  million for the first six
months of 2001,  unchanged from the same period of 2000.  Interest  expense on a
$60 million surplus note issued in December 1998 and expiring  December 2028 was
$2.2 million for the first six months of 2001, unchanged from the same period of
2000.  Interest expense on a $75 million surplus note, issued September 1999 and
expiring  September  2029 was $2.9  million for the first six months of 2001 and
2000.  Interest expense on a $50 million surplus note,  issued December 1999 and
expiring  December  2029 was $2.0  million  for the first six months of 2001 and
$2.1  million in 2000.  Interest  expense on a $35 million  surplus  note issued
December  1999 and  expiring  December  2029 was $1.4  million for the first six
months of 2001 and $1.6 million in 2000.  Golden  American  also paid $25,000 in
2001 and $284,000 in 2000 to ING America  Insurance  Holdings,  Inc. ("ING AIH")
for interest on a reciprocal  loan  agreement.  Interest  expense on a revolving
note payable with  SunTrust  Bank,  Atlanta was $1,000 and $36,000 for the first
six months of 2001 and 2000, respectively.

INCOME

Net income was $12.1  million  for the first six months of 2001,  an increase of
$4.0 million, or 50.2% from the same period of 2000.

Comprehensive  income  for the first six  months of 2001 was $17.4  million,  an
increase of $10.4 million from comprehensive  income of $7.0 million in the same
period of 2000.

FINANCIAL CONDITION
-------------------

INVESTMENTS

The  financial  statement  carrying  value  and  amortized  cost  basis  of  the
Companies' total investments increased 50.1% and 48.4%, respectively, during the
first six months of 2001. All of the Companies' investments, other than mortgage
loans on real  estate,  are  carried at fair value in the  Companies'  financial
statements.  The increase in the  carrying  value of the  Companies'  investment
portfolio  was mainly  due to net  purchases,  as well as changes in  unrealized
appreciation and depreciation of fixed  maturities.  Growth in the cost basis of
the  Companies'  investment  portfolio  resulted from the investment of premiums
from  the  sale  of the  Companies'  fixed  account  options  mainly  due to the
introduction  of the  Guarantee  product.  The  Companies  manage  the growth of
insurance  operations in order to maintain  adequate capital ratios.  To support
the fixed account options of the Companies'  insurance  products,  cash flow was
invested primarily in fixed maturities and mortgage loans on real estate.


                                       15
<PAGE>


At June 30, 2001, the Companies had no investments in default. At June 30, 2001,
the Companies' investments had a yield of 6.7%. The Companies estimate the total
investment  portfolio,  excluding policy loans,  had a fair value  approximately
equal to 100.4% of amortized cost value at June 30, 2001.

FIXED  MATURITIES:  At June 30, 2001, the Companies had fixed maturities with an
amortized cost of $1.2 billion and an estimated fair value of $1.2 billion.  The
Companies  classify 100% of securities  as available  for sale.  Net  unrealized
appreciation  of  fixed  maturities  of $5.2  million  was  comprised  of  gross
appreciation  of $13.9  million  and gross  depreciation  of $8.7  million.  Net
unrealized holding gains on these securities, net of adjustments for VPIF, DPAC,
and deferred income taxes of $1.2 million, were included in stockholder's equity
at June 30, 2001.

The  individual  securities in the  Companies'  fixed  maturities  portfolio (at
amortized cost) include  investment grade securities,  which include  securities
issued by the U.S. government,  its agencies, and corporations that are rated at
least A- by Standard & Poor's  Rating  Services  ("Standard  & Poor's")  ($589.9
million or  48.1%),  that are rated  BBB+ to BBB- by  Standard & Poor's  ($239.7
million or 19.6%),  and below investment grade securities,  which are securities
issued by corporations that are rated BB+ and lower by Standard & Poor's ($118.5
million  or 9.6%).  Securities  not rated by  Standard  & Poor's  had a National
Association of Insurance  Commissioners  ("NAIC")  rating of 1, 2, 3, 4, 5, or 6
($278.0 million or 22.7%).  The Companies' fixed maturity  investment  portfolio
had a combined yield at amortized cost of 6.9% at June 30, 2001.

Fixed  maturities rated BBB+ to BBB- 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.

At June 30, 2001, the amortized cost value of the Companies'  total  investments
in below investment grade securities,  excluding mortgage-backed securities, was
$133.3 million, or 8.9%, of the Companies' investment  portfolio.  The Companies
do not expect the percentage of the portfolio invested in below investment grade
securities,   excluding  mortgage-backed   securities,  to  exceed  10%  of  the
investment  portfolio.  At June 30,  2001,  the yield at  amortized  cost on the
Companies'  below  investment  grade portfolio was 8.4% compared to 6.9% for the
Companies' investment grade corporate bond portfolio. The Companies estimate the
fair value of the below investment grade portfolio was $131.2 million,  or 98.4%
of amortized cost value, at June 30, 2001.

Below investment grade securities have different characteristics than investment
grade  corporate debt  securities.  Risk of loss upon default by the borrower is
significantly  greater with respect to below  investment  grade  securities than
with other corporate debt  securities.  Below  investment  grade  securities are
generally unsecured and are often subordinated to other creditors of the issuer.
Also, issuers of below investment grade securities usually have higher levels of
debt and are more sensitive to adverse economic conditions, such as recession or
increasing  interest  rates,  than are investment  grade issuers.  The Companies
attempt to reduce the overall risk in the below investment  grade portfolio,  as
in all investments,  through careful credit analysis,  strict  investment policy
guidelines, and diversification by company and by industry.

The Companies analyze the investment portfolio, including below investment grade
securities,  at least quarterly in order to determine if the Companies'  ability
to realize the carrying value on any investment has been impaired.  For debt and
equity  securities,  if  impairment  in value  is  determined  to be other  than
temporary  (i.e.,  if it is probable the Companies will be unable to collect all
amounts due according to the contractual terms of the security),  the cost basis
of the impaired  security is written down to fair value,  which  becomes the new
cost basis.  The amount of the  write-down is included in earnings as a realized
loss.  Future  events may occur,  or additional  or updated  information  may be
received,  which  may  necessitate  future  write-downs  of  securities  in  the
Companies'  portfolio.   Significant   write-downs  in  the  carrying  value  of
investments  could  materially  adversely  affect the  Companies'  net income in
future periods.

During the first six months of 2001,  fixed  maturities  designated as available
for sale with a combined  amortized cost of $233.3 million were sold, called, or
repaid by their  issuers.  In total,  net pre-tax gains from sales,  calls,  and
repayments of fixed maturity  investments  amounted to $0.5 million in the first
six months of 2001.


                                       16
<PAGE>


During  the  first six  months  of 2001,  Golden  American  determined  that the
carrying value of three  impaired bonds exceeded their  estimated net realizable
value. As a result, at June 30, 2001, Golden American recognized a total pre-tax
loss of  approximately  $679,000  to reduce the  carrying  value of the bonds to
their net realizable value of $365,000.

MORTGAGE LOANS ON REAL ESTATE:  Mortgage loans on real estate represent 10.0% of
the Companies' investment  portfolio.  Mortgages outstanding were $150.6 million
at June 30, 2001 with an estimated fair value of $151.1 million.  The Companies'
mortgage loan portfolio  includes 60 loans with an average size of $2.5 million.
The Companies'  mortgage loans on real estate are typically  secured by occupied
buildings in major metropolitan locations and not speculative developments,  and
they are diversified by type of property and geographic location. Mortgage loans
on real estate have been analyzed by geographical  location with  concentrations
by state  identified as Ohio (17% in 2001 and 4% in 2000) and California (16% in
2001 and 15% in 2000).  Mortgage loans on real estate have also been analyzed by
collateral type with significant  concentrations  identified in office buildings
(24% in 2001  and 29% in  2000),  industrial  buildings  (27% in 2001 and 35% in
2000),  retail  facilities  (24% in  2001  and 18% in  2000),  and  multi-family
apartments  (21% in 2001 and 10% in 2000).  At June 30,  2001,  the yield on the
Companies' mortgage loan portfolio was 7.1%.

At June 30, 2001, no mortgage  loan on real estate was  delinquent by 90 days or
more.  The Companies'  loan  investment  strategy is consistent  with other life
insurance  subsidiaries of ING in the United States. The insurance  subsidiaries
of EIC have  experienced a historically  low default rate in their mortgage loan
portfolios.

OTHER ASSETS

Reinsurance  recoverables  increased $9.4 million during the first six months of
2001,  due largely to an increase of $6.8 million in  reinsurance  reserves from
the intercompany reinsurance agreement between Golden American and Security Life
of Denver  International  Limited.  On December 28, 2000,  effective  January 1,
2000, Golden American entered into a reinsurance agreement with Security Life of
Denver  International  Limited, an affiliate,  covering variable annuity minimum
guaranteed death benefits and minimum guaranteed living benefits.

Amounts due from  affiliates were $68,000 and $38.8 million at June 30, 2001 and
December 31, 2000,  respectively.  At December 31,  2000,  the  Companies  had a
receivable of $35.0 million related to a capital  contribution  from its Parent,
EIC.

DPAC  represents  certain  deferred  costs  of  acquiring   insurance  business,
principally  first year commissions and interest bonuses,  premium credits,  and
other expenses related to the production of business after the merger of EIC and
its  subsidiaries  with ING on October 24, 1997,  (the "ING merger  date").  The
Companies'  previous  balances  of DPAC and VPIF were  eliminated  as of the ING
merger date, and an asset  representing VPIF was established for all policies in
force at the ING merger date. VPIF is amortized into income in proportion to the
expected gross profits of in force acquired business in a manner similar to DPAC
amortization.  Any expenses which vary directly with the sales of the Companies'
products are deferred and  amortized.  At June 30, 2001,  the Companies had DPAC
and VPIF balances of $624.6 million and $22.3 million, respectively.  During the
first six months of 2001 and 2000, VPIF was adjusted to increase amortization by
$245,000 and by $707,000,  respectively,  to reflect  changes in the assumptions
related to the timing of estimated gross profits.

Goodwill  totaling  $151.1 million,  representing  the excess of the acquisition
cost over the fair value of net assets acquired,  was established as a result of
the merger with ING. Accumulated  amortization of goodwill through June 30, 2001
was $13.9 million.

Other assets  increased $22.3 million from December 31, 2000, due to an increase
of $22.9 million in receivables for securities sold.


                                       17
<PAGE>


At June 30, 2001,  the Companies had $10.4  billion of separate  account  assets
compared to $9.8 billion at December 31, 2000. The increase in separate  account
assets  resulted  from  the sale of the  Companies'  variable  products,  net of
redemptions,  and by net policyholder  transfers to the separate account options
from the fixed  account  options  within the variable  products.  This effect is
partially offset by negative equity market returns.

At June 30,  2001,  the  Companies  had total assets of $12.8  billion,  an 8.4%
increase from December 31, 2000.

LIABILITIES

Future  policy  benefits  for  annuity  and  interest  sensitive  life  products
increased $393.9 million,  or 37.1%, to $1.5 billion reflecting net sales of the
Companies'  fixed  account  options,  net of transfers  to the separate  account
options at June 30, 2001.

Separate account liabilities  increased $538.8 million, or 5.5% to $10.4 billion
at June 30, 2001. This increase  resulted from sales of the Companies'  variable
products, net of redemptions,  and by net policyholder transfers to the separate
account  options from the fixed account  options  within the variable  products.
This effect is partially offset by negative equity market returns.

On December 30, 1999, Golden American issued a $50 million,  8.179% surplus note
to Equitable  Life,  which  matures on December  29, 2029.  On December 8, 1999,
Golden  American  issued a $35 million,  7.979% surplus note to First  Columbine
Life  Insurance  Company,  an  affiliate,  which matures on December 7, 2029. On
September 30, 1999, Golden American issued a $75 million,  7.75% surplus note to
ING AIH,  which  matures on September  29, 2029.  On December 30, 1999,  ING AIH
assigned  the surplus  note to Equitable  Life.  On December  30,  1998,  Golden
American  issued a $60 million,  7.25%  surplus note to  Equitable  Life,  which
matures on December 29, 2028. On December 17, 1996, Golden American issued a $25
million,  8.25%  surplus note to Equitable of Iowa  Companies,  which matures on
December 17, 2026. As a result of the merger of Equitable  into EIC, the surplus
note is now payable to EIC.

Amounts  due to  affiliates  decreased  $4.8  million or 24.0% to $15.1  million
during the first six  months of 2001.  This is mainly  due to the  partial  cash
settlement of a liability for the modified coinsurance  agreement with Equitable
Life.

Other liabilities  increased $42.0 million or 60.6% to $111.4 million during the
first six  months of 2001 due to the  increase  in the  payable  for  securities
purchased.

The Companies' total liabilities  increased $971.2 million,  or 8.6%, during the
first six months 2001 and totaled $12.2 billion at June 30, 2001.

The  effects  of  inflation  and  changing  prices on the  Companies'  financial
position  are not  material  since  insurance  assets and  liabilities  are both
primarily monetary and remain in balance. An effect of inflation, which has been
low in recent years, is a decline in  stockholder's  equity when monetary assets
exceed monetary liabilities.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Liquidity is the ability of the Companies to generate  sufficient  cash flows to
meet the cash requirements of operating,  investing,  and financing  activities.
The Companies' principal sources of cash are variable annuity premiums,  product
charges,  investment income, sales and maturities of investments,  proceeds from
debt issuance,  and capital  contributions  made by the Parent.  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.

Net cash provided by operating  activities  was $165.0  million in the first six
months of 2001  compared to net cash  provided by operating  activities of $33.3
million  in the same  period  of 2000.  The  Companies  have  predominantly  had
negative cash flows from  operating  activities  since Golden  American  started
issuing variable insurance products in 1989. These negative operating cash flows
result primarily from  commissions and other deferrable  expenses related to the
continued growth in the variable annuity products. For the six months ended June
30, 2001 and 2000, negative operating cash flows have been offset by the effects


                                       18
<PAGE>


of a modified  coinsurance  agreement  entered into during the second quarter of
2000 with  Equitable  Life.  This  resulted in a net cash  settlement  of $160.9
million in the first six months of 2001. For the six months ended June 30, 2000,
this modified  coinsurance  resulted in a net cash settlement of $111.8 million.
Also contributing to this increase in net cash provided by operating  activities
is an increase in the payable for securities purchased at June 30, 2001.

Net cash used in investing  activities  was $486.4  million during the first six
months of 2001  compared to net cash  provided by investing  activities of $39.5
million  in the same  period  of 2000.  This  increase  in the net cash  used in
investing  activities is primarily due to net purchases of fixed  maturities and
mortgage  loans on real  estate  during the first six months of 2001  versus net
sales in 2000. Net purchases of fixed  maturities  reached $428.6 million during
the  first six  months of 2001  versus  net sales of $22.2  million  in the same
period of 2000.  Net  purchases of mortgage  loans on real estate  reached $50.9
million in the first six months of 2000  versus net  purchases  of $5.6  million
during the same period in 2000. These investment purchases were mainly due to an
increase in sales of the Companies  fixed account  options,  primarily  from the
introduction of the Guarantee product in the fourth quarter of 2000.

Net cash provided by financing  activities  was $309.4  million during the first
six months of 2001  compared to net cash used in financing  activities  of $25.7
million  during the same  period in 2000.  In the first six months of 2001,  net
cash  provided by  financing  activities  was  positively  impacted by net fixed
account deposits of $663.5 million compared to $267.8 million in the same period
of 2000 primarily due to the introduction of the Guarantee product in the fourth
quarter  of 2000.  In  addition,  there was a decrease  of $49.6  million in net
reallocations  to Separate  Accounts.  In the first six months of 2001, net cash
provided  by  financing  activities  was  negatively  impacted  by a decrease in
capital  contributions  from the Parent as well as a  decrease  in the amount of
proceeds  received from  reciprocal  loan  agreement  borrowings.  The Companies
received $7.0 million and $80.0 million of capital contributions from the Parent
in the first six  months of 2001 and 2000,  respectively.  During  the first six
months of 2000,  the  Companies  received  a net  amount of $40.0  million  from
reciprocal loan agreement borrowings.

The Companies'  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.  Golden American  maintains a $65.0 million  reciprocal loan
agreement  with ING AIH and the  Companies  have  established  an $85.0  million
revolving  note facility with SunTrust  Bank.  This  revolving  note payable was
amended and  restated  in April 2001 with an  expiration  date of May 31,  2002.
Management  believes  that these  sources of liquidity  are adequate to meet the
Companies' short-term cash obligations.

Based on current  trends,  the  Companies  expect to continue to use net cash in
operating  activities before reinsurance.  It is anticipated that a continuation
of capital  contributions  from the Parent,  the issuance of additional  surplus
notes,  and/or the use of modified  coinsurance  agreements will cover these net
cash outflows.  ING AIH is committed to the sustained growth of Golden American.
During 2001,  ING AIH will  maintain  Golden  American's  statutory  capital and
surplus at the end of each  quarter at a level such that:  1) the ratio of Total
Adjusted  Capital  divided by Company  Action Level Risk Based  Capital  exceeds
300%;  and 2) the ratio of Total  Adjusted  Capital  (excluding  surplus  notes)
divided by Company  Action Level Risk Based Capital  exceeds 200%; and 3) Golden
American's  statutory  capital and  surplus  exceeds  the  "Amounts  Accrued for
Expense  Allowances  Recognized in Reserves" as disclosed on page 3, Line 13A of
Golden American's Statutory Statement.

During the first quarter of 1999, Golden  American's  operations were moved to a
new site in West Chester,  Pennsylvania.  Currently,  Golden  American  occupies
125,000 square feet of leased space.  Golden  American's New York  subsidiary is
housed in leased space in New York, New York.

The ability of Golden  American to pay  dividends  to its Parent is  restricted.
Prior  approval of insurance  regulatory  authorities is required for payment of
dividends to the stockholder  which exceed an annual limit.  During 2001, Golden
American  cannot pay dividends to its Parent without prior approval of statutory
authorities.

Under the  provisions  of the  insurance  laws of the  State of New York,  First
Golden cannot  distribute  any dividends to its  stockholder,  Golden  American,
unless a notice  of its  intent  to  declare a  dividend  and the  amount of the
dividend has been filed with the New York  Insurance  Department at least thirty
days in advance of the proposed  declaration.  If the  Superintendent of the New
York Insurance Department finds the financial condition of First Golden does not


                                       19
<PAGE>


warrant the distribution,  the Superintendent may disapprove the distribution by
giving written  notice to First Golden within thirty days after the filing.  The
management  of First Golden does not  anticipate  paying any dividends to Golden
American during 2001.

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

REINSURANCE:  At June 30, 2001,  Golden American had  reinsurance  treaties with
five  unaffiliated   reinsurers  and  three  affiliated  reinsurers  covering  a
significant  portion  of the  mortality  risks and  guaranteed  death and living
benefits under its variable  contracts.  Golden  American  remains liable to the
extent  its  reinsurers  do not meet  their  obligations  under the  reinsurance
agreements.

On June 30, 2000,  effective  January 1, 2000,  Golden  American  entered into a
modified  coinsurance  agreement with Equitable  Life, an affiliate,  covering a
considerable  portion  of Golden  American's  variable  annuities  issued  after
January 1, 2000, excluding those with an interest rate guarantee.

On December 28, 2000, Golden American entered into a reinsurance  agreement with
Security Life of Denver International  Limited, an affiliate,  covering variable
annuity minimum guaranteed death benefits and minimum guaranteed living benefits
of variable  annuities  issued after January 1, 2000. An  irrevocable  letter of
credit  was  obtained  through  Bank of New York in the  amount  of $25  million
related to this agreement.

On December 29, 2000, First Golden entered into a reinsurance treaty with London
Life Reinsurance Company of Pennsylvania,  an unaffiliated  reinsurer,  covering
the minimum  guaranteed  death  benefits of First  Golden's  variable  annuities
issued after January 1, 2000.

MARKET RISK AND RISK MANAGEMENT
-------------------------------

Asset/liability  management  is integrated  into many aspects of the  Companies'
operations,  including investment decisions,  product development, and crediting
rates determination.  As part of the risk management process, different economic
scenarios  are  modeled,  including  cash flow testing  required  for  insurance
regulatory  purposes,  to determine  that  existing  assets are adequate to meet
projected  liability cash flows. Key variables include  contractholder  behavior
and the variable separate accounts' performance.

Contractholders  bear  the  majority  of the  investment  risks  related  to the
variable  insurance   products.   Therefore,   the  risks  associated  with  the
investments   supporting   the  variable   separate   accounts  are  assumed  by
contractholders,  not by the Companies (subject to, among other things,  certain
minimum guarantees).  The Companies' products also provide certain minimum death
and guaranteed  living  benefits that depend on the  performance of the variable
separate accounts. Currently, the majority of death and living benefit risks are
reinsured,  which protects the Companies from adverse  mortality  experience and
prolonged capital market decline.

A surrender,  partial withdrawal,  transfer,  or annuitization made prior to the
end of a  guarantee  period  from the fixed  account  may be subject to a market
value  adjustment.  As the majority of the  liabilities in the fixed account are
subject to market value adjustment,  the Companies do not face a material amount
of market risk  volatility.  The fixed  account  liabilities  are supported by a
portfolio  principally  composed  of fixed rate  investments  that can  generate
predictable,  steady rates of return. The portfolio  management strategy for the
fixed  account  considers  the  assets  available  for sale.  This  enables  the
Companies to respond to changes in market interest rates,  changes in prepayment
risk, changes in relative values of asset sectors and individual  securities and
loans,  changes in credit  quality  outlook,  and other  relevant  factors.  The
objective of portfolio  management is to maximize  returns,  taking into account
interest  rate  and  credit  risks,  as  well as  other  risks.  The  Companies'
asset/liability  management  discipline includes strategies to minimize exposure
to loss as interest rates and economic and market conditions change.


                                       20
<PAGE>


On the  basis of  these  analyses,  management  believes  there  is no  material
solvency risk to the Companies. With respect to a 10% drop in equity values from
June 30, 2001 levels,  variable  separate account funds,  which represent 88% of
the in force, pass the risk in underlying fund performance to the contractholder
(except for certain minimum guarantees). With respect to interest rate movements
up or down 100 basis points from June 30, 2001 levels,  the remaining 12% of the
in force are fixed  account  funds and  almost all of these  have  market  value
adjustments  which provide  significant  protection  against changes in interest
rates.


                                       21
<PAGE>


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
---------------------------------------------------------

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

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

2.   Changes in the federal  income tax laws and  regulations,  which may affect
     the tax status of the Companies' products.

3.   Changes in the regulation of financial  services,  including bank sales and
     underwriting  of  insurance  products,  which may  affect  the  competitive
     environment for the Companies' products.

4.   Increasing competition in the sale of the Companies' products.

5.   Other  factors  that  could  affect  the   performance  of  the  Companies,
     including, but not limited to, market conduct claims, litigation, insurance
     industry  insolvencies,  availability  of  competitive  reinsurance  on new
     business,  investment  performance  of  the  underlying  portfolios  of the
     variable products, variable product design, and sales volume by significant
     sellers of the Companies' variable products.












                                       22
<PAGE>


PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION.

PRODUCTS

The  Companies  offer a  portfolio  of  variable  and fixed  insurance  products
designed to meet customer  needs for  tax-advantaged  saving for  retirement and
protection from death. The Companies believe longer life expectancies,  an aging
population,  and growing  concern over the  stability  and  availability  of the
Social  Security  system  have made  retirement  planning  a  priority  for many
Americans.  The target  market for all  products is consumers  and  corporations
throughout the United States.

Variable and fixed insurance products currently offered by the Companies include
seven variable annuity products and two fixed annuity products.  During the year
2001, First Golden began selling two fixed insurance products, FGA New York Flex
and FGA New York  MYGA.  On May 1, 2001,  Golden  American  began  selling a new
variable insurance product called Landmark.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

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

(b) Reports on Form 8-K

None


                                       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.



DATE:   August 10, 2001                   GOLDEN AMERICAN LIFE INSURANCE COMPANY





                       By/s/  Wayne R. Huneke
                           -----------------------------------------------------
                                 Wayne R. Huneke
                                 Chief Financial Officer and Director
                                 (Principal Financial Officer)


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



<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                   Six months ended June 30, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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


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

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

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

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

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

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


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


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                   Six months ended June 30, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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

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

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

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

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

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

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


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


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                   Six months ended June 30, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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

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

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

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

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

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

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

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


                                                                 27
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                   Six months ended June 30, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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

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

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

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

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

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

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

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


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


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                   Six months ended June 30, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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

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

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

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

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

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

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


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


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                   Six months ended June 30, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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

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

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

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

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

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


                                                                 30
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                   Six months ended June 30, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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

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

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

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

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

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

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


                                                                 31
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                INDEX

                                                        Exhibits to Form 10-Q
                                                   Six months ended June 30, 2001
                                               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

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

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

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

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

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

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

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

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

          (z)      Renewal of Revolving Note Payable, dated April 30, 2001, between Golden American and
                   SunTrust Bank, Atlanta ..............................................................................     31


                                                                 32
</TABLE>
<PAGE>


                                                                   Exhibit 10(z)
                    AMENDED AND RESTATED SINGLE PAYMENT NOTE

$75,000,000.00                                     Original Date:  July 31, 2000
Atlanta, Georgia                      Amended and Restated Date:  April 30, 2001

     For value  received,  the Obligor  promises to pay to the order of SunTrust
Bank (the "Bank"), on the Termination Date, the principal sum of

                  SEVENTY FIVE MILLION DOLLARS ($75,000,000.00)

or such  lesser  amount of loans as may from time to time,  at the  Bank's  sole
discretion and subject to the terms and conditions  hereof, be advanced or, upon
repayment,  readvanced  by the Bank  hereunder,  together with interest from the
date  hereof on the unpaid  principal  balance at such  annual  rate or rates of
interest  as shall  be  computed  and paid in  accordance  with  the  terms  and
conditions hereinafter set forth.  "Termination Date" shall mean the earlier of:
(a) May 31, 2002 or such later date as the then existing Termination Date may be
extended by the Bank in its sole  discretion by notice to the Obligor,  provided
that the  failure of the Bank to give such  notice  shall be deemed to mean that
the then existing Termination Date has not been so extended.
     This note evidences the obligation of the Obligor to repay,  with interest,
any and all present and future indebtedness of the Obligor for loans at any time
hereafter made or extended by the Bank  hereunder.  Outstanding  loans hereunder
shall not exceed the lesser of (i) the principal  amount of $75,000,000 and (ii)
the  unused  Aggregate  Amount  (as  hereinafter  defined).  The  payment of any
indebtedness  evidenced by this note shall not affect the enforceability of this
note as to any future, different or other indebtedness evidenced hereby.
     The  Obligor   acknowledges  and  agrees  that  the  Bank  has  established
uncommitted  lines of credit in varying amounts pursuant to similar and separate
notes to the other Affiliated Companies (the "AFFILIATE NOTES").  Obligor agrees
that the aggregate unpaid principal  balance from time to time outstanding under
this  note  plus  the  aggregate  unpaid  principal  balance  from  time to time
outstanding  on the  Affiliate  Notes will at no time exceed  $150,000,000  (the
"AGGREGATE  AMOUNT").  "AFFILIATED  COMPANIES" shall mean ING America  Insurance
Holdings, Inc., USG Annuity and Life Insurance Company, Southland Life Insurance
Company,  Life  Insurance  Company of  Georgia,  ING America  Life  Corporation,
Security  Life of Denver  Insurance  Company,  First  Columbine  Life  Insurance
Company,  Midwestern  United Life  Insurance  Company,  First ING Life Insurance
Company of New York,  United Life & Annuity  Insurance  Company,  Ameribest Life
Insurance  Company,  Equitable Life Insurance  Company of Iowa,  Golden American
Life Insurance Company,  Locust Street  Securities,  Inc., First Golden American
Life Insurance Company of New York, Equitable of Iowa Companies, Inc., Reliastar
Life Insurance Company,  Reliastar Life Insurance Company of New York,  Northern
Life Insurance Company,  Security-Connecticut Life Insurance Company, Aetna Life
Insurance Company of America,  Aetna Insurance Company of America and Aetna Life
Insurance and Annuity Company.  ING America Insurance  Holdings,  Inc. ("AMERICA
HOLDINGS") is a  wholly-owned  subsidiary of ING  Insurance  International  B.V.
("ING INTERNATIONAL"), and the other Affiliated Companies are direct or indirect
subsidiaries of America Holdings.
     This note merely amend and restates the indebtedness and liabilities of the
Obligor under the Single Payment Note dated July 31, 2000 (the "ORIGINAL  NOTE")
and does not constitute a novation of the existing  indebtedness and liabilities
of the Obligor  under the  Original  Note.  Such  indebtedness  and  liabilities
continue to remain outstanding and shall constitute indebtedness and liabilities
under this note.
     If the Obligor desires a disbursement of principal hereunder (an "ADVANCE")
the Obligor  shall give the Bank written or  telephonic  notice of the amount of
such  Advance  and the period of time from one (1) day to thirty  (30) days that
such Advance shall be outstanding (the "INTEREST  PERIOD"),  provided,  however,
(a) if any Interest  Period would  otherwise  end on a day which is not a day on
which the Bank and commercial banks in New York, New York, are open for business
(a "BUSINESS  DAY"),  that  Interest  Period shall be extended  through the next
succeeding day which is a Business Day, and (b) no Interest  Period shall extend
beyond the Termination  Date. Such written or telephonic  notice with respect to
the amount of an Advance and the Interest Period to be applicable  thereto shall
be given to the Bank by the Obligor before one o'clock p.m. Atlanta time, on the
first Business Day of the applicable  Interest  Period.  All telephonic  notices
shall be promptly confirmed in writing.


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<PAGE>


     The  Obligor  shall  pay  interest  upon  each  Advance  from  the  date of
disbursement  through the last day of the applicable  Interest Period (including
the date of  disbursement  but  excluding  the date of  repayment) at a rate per
annum,  calculated  on the basis of a 360-day year and upon the actual number of
days elapsed,  equal to either of the following rates of interest as selected by
the  Obligor:  (1) the per annum rate of interest  equal to the cost of funds of
Bank  for  the  Interest   Period   applicable   to  such  Advance  for  amounts
substantially  similar  to  the  amount  of  such  Advance  plus  0.225%  all as
determined by Bank in accordance  with its usual  practices in  determining  its
cost of funds  (the "COST OF FUNDS  RATE") or (2) a per annum  rate of  interest
that would be applicable  to the requested  Advance as quoted by the Bank to the
Obligor (the "QUOTED RATE").  Unpaid  interest  accruing at either of such rates
will be due and  payable on the last  Business  Day of the  applicable  Interest
Period.  The Bank will  advise  the  Obligor  of the Cost of Funds  Rate and the
Quoted  Rate that will be  applicable  to a requested  Advance  before 1:30 p.m.
Atlanta time on the Business Day that the Bank receives a request for an Advance
from the Obligor. The Obligor will advise the Bank as to whether the Obligor has
selected the Cost of Funds Rate or the Quoted Rate before 2:00 p.m. Atlanta time
on the  Business  Day that the Bank  receives a request for an Advance  from the
Obligor. Any telephonic selection of interest rates by the Obligor will promptly
be  confirmed  in  writing.  The Bank will  promptly  disburse  the amount of an
Advance to the Obligor upon  receiving  notice of the  Obligor's  interest  rate
selection.  Unpaid  interest  accruing  at such  interest  rate  will be due and
payable on the last Business Day of the applicable Interest Period.
     The Obligor shall repay the entire  outstanding  principal  balance of each
Advance on the last Business Day of the Interest Period applicable thereto.
     The Obligor may on any  Business Day renew an  outstanding  Advance into an
Advance with the same or different Interest Period,  provided that the Bank must
be advised of the  Obligor's  election  to renew the  Advance  and the  Interest
Period  applicable to such renewal  before one o'clock p.m. on the last Business
Day of the then current Interest  Period.  The interest rate to be applicable to
the  renewal  of any  Advance  shall be  selected  in the same  manner  that the
interest rate is selected at the time an Advance is made. If no Interest  Period
has been  elected  for any  Advance  or for any  principal  balance  outstanding
hereunder,  or if such election  shall not be timely,  then the Interest  Period
with respect  thereto shall be deemed to be one day and the applicable  interest
rate shall be the Cost of Funds Rate.  NOTWITHSTANDING  THE FOREGOING,  ANY SUCH
RENEWAL SHALL BE AT THE BANK'S SOLE DISCRETION.
     No  prepayment  of any Advance  shall be  permissible  during the  Interest
Period applicable thereto.
     Should  the  Obligor  fail for any  reason  to pay this note in full on the
Termination Date or on the date of acceleration of payment,  the Obligor further
promises to pay  interest on the unpaid  amount from such date until the date of
final  payment at a Default  Rate equal to the Prime Rate plus 4%.  Should legal
action or an attorney  at law be  utilized to collect any amount due  hereunder,
the Obligor  further  promises to pay all costs of collection,  plus  reasonable
attorney's  fees.  All amounts due  hereunder may be paid at any office of Bank.
The principal balance of this note shall conclusively be deemed to be the unpaid
principal  balance  appearing  on the Bank's  records  unless  such  records are
manifestly in error.
     As security for the payment of this and any other  liability of the Obligor
to the  holder,  direct  or  contingent,  irrespective  of the  nature  of  such
liability or the time it arises,  the Obligor hereby grants a security  interest
to the holder in all  property of the Obligor in or coming into the  possession,
control  or  custody of the  holder,  or in which the  holder  has or  hereafter
acquires a lien,  security interest,  or other right. Upon default,  holder may,
without  notice,  immediately  take  possession  of and then  sell or  otherwise
dispose of the collateral, signing any necessary documents as Obligor's attorney
in fact, and apply the proceeds against any liability of Obligor to holder. Upon
demand,  the Obligor will furnish such  additional  collateral,  and execute any
appropriate  documents  related thereto,  deemed necessary by the holder for its
security.  The Obligor further authorizes the holder, without notice, to set-off
any deposit or account and apply any  indebtedness due or to become due from the
holder  to the  Obligor  in  satisfaction  of any  liability  described  in this
paragraph,  whether or not matured. The holder may, without notice,  transfer or
register  any  property  constituting  security  for this  note  into its or its
nominee name with or without any indication of its security interest therein.


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<PAGE>


     This note shall  immediately  mature and  become due and  payable,  without
notice or demand, upon the appointment of a receiver for the Obligor or upon the
filing of any petition or the  commencement of any proceeding by the Obligor for
relief  under any  bankruptcy  or  insolvency  laws,  or any law relating to the
relief of debtors,  readjustment  of  indebtedness,  debtor  reorganization,  or
composition or extension of debt. Furthermore, this note shall, at the option of
the holder,  immediately  mature and become due and payable,  without  notice or
demand,  upon the  happening  of any one or more of the  following  events;  (1)
nonpayment  on the due date of any  amount  due  hereunder;  (2)  failure of the
Obligor to perform  any other  material  obligation  to the  holder;  (3) if the
Obligor  shall fail to make any payment as and when such payment is due upon any
obligation for borrowed  money other than the obligation  owing pursuant to this
Note,  and by reason  thereof  such  obligation  becomes due prior to its stated
maturity or prior to its regularly scheduled dates of payment;  (4) a reasonable
belief  on the  part  of the  holder  that  the  Obligor  is  unable  to pay its
obligations when due or is otherwise  insolvent;  (5) the filing of any petition
or the  commencement  of any  proceeding  against the  Obligor for relief  under
bankruptcy  or  insolvency  laws,  or any law relating to the relief of debtors,
readjustment of indebtedness, debtor reorganization, or composition or extension
of debt,  which  petition or proceeding  is not dismissed  within 60 days of the
date of filing  thereof;  (6) the  suspension  of the  transaction  of the usual
business of the Obligor, or the dissolution,  liquidation or transfer to another
party of a significant  portion of the assets of the Obligor and any such action
shall have a material  adverse effect on the ability of the Obligor to repay the
unpaid  principal  balance  hereof;  (7) a reasonable  belief on the part of the
holder that the Obligor has made a representation or warranty in connection with
any loan by or other  transaction  with the  holder and such  representation  or
warranty  was false in any material  respect;  (8) the issuance or filing of any
levy, attachment, garnishment, or lien against the property of the Obligor which
shall remain  unpaid or  undischarged  for a period of thirty (30) days and such
failure  to pay shall  have a  material  adverse  effect on the  ability  of the
Obligor to repay the unpaid  principal  balance  hereof;  (9) the failure of the
Obligor  to  satisfy  any  judgment,  penalty  or fine  imposed  by a  court  or
administrative  agency of any  government and such  judgment,  penalty,  or fine
shall remain  unpaid,  unstayed on appeal,  undischarged  or  undismissed  for a
period of thirty  (30) days;  (10)  failure of the  Obligor,  after  demand,  to
furnish  financial  information or to permit  inspection of any books or records
during  Obligor's  normal business hours;  (11) America Holdings shall no longer
own, direct or indirect, 100% of the outstanding voting stock of the Obligor, or
(12) the Obligor  shall fail to maintain  the  minimum  level of Company  Action
Level Risk Based Capital as established by applicable state law or regulation.
     The failure or forbearance  of the holder to exercise any right  hereunder,
or otherwise  granted by law or another  agreement,  shall not affect or release
the  liability of the Obligor,  and shall not  constitute a waiver of such right
unless so stated by the holder in writing.  The  Obligor  agrees that the holder
shall have no  responsibility  for the  collection or protection of any property
securing  this note,  and  expressly  consents  that the holder may from time to
time,  without  notice,  extend the time for  payment of this note,  or any part
thereof,  waive its rights with respect to any property or indebtedness  without
releasing the Obligor from any liability to the holder. This note is governed by
Georgia law.
     The term "OBLIGOR" means GOLDEN AMERICAN LIFE INSURANCE  COMPANY.  The term
"PRIME  RATE",  if used herein,  shall mean that rate of interest  designated by
Bank from time to time as its "Prime  Rate"  which rate is not  necessarily  the
Bank's best rate. The term "HOLDER" means Bank and any subsequent  transferee or
endorsee hereof.

             PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY THE OBLIGOR

                                          GOLDEN AMERICAN LIFE INSURANCE COMPANY


                                By:/s/ David S. Pendergrass
                                   ----------------------------------------
                                     Name: David S. Pendergrass
                                     Title: Vice President and Treasurer






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