Exhibit 23.1

                        Consent of Independent Auditors



The Board of Directors
GE Financial Assurance Holdings, Inc.:

We consent to incorporation by reference in the registration statement (No. 333-
40159) on Form S-3 of GE Financial Assurance Holdings, Inc. of our report dated
May 5, 2000, relating to the statement of assets acquired and liabilities
assumed from Toho Mutual Life Insurance Company as of March 1, 2000, which
report appears in the Current Report on Form 8-K/A1 of GE Financial Assurance
Holdings, Inc.

Our report dated May 5, 2000, contains an explanatory paragraph that states that
the statement of assets acquired and liabilities assumed from Toho Mutual Life
Insurance Company was prepared to present the assets acquired and liabilities
assumed by GE Edison Life Insurance Company related to the comprehensive
transfer with Toho Mutual Life Insurance Company pursuant to the transaction
described in Note 1 to the special purpose financial statement, and is not
intended to be a complete presentation of either Toho Mutual Life Insurance
Company or GE Edison Life Insurance Company's assets and liabilities.


                         /s/ KPMG LLP


Richmond, Virginia
May 5, 2000