UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                           --------------------------
                                    FORM 10-Q
                           --------------------------


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

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

                                       OR


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

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


                         --------------------------------
                         Commission file number 333-69620
                         --------------------------------


                      GE Life and Annuity Assurance Company
        ----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Virginia                             54-0283385
- ------------------------------------------      ----------------------
    (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)              Identification No.)

6610 West Broad Street, Richmond, Virginia              23230
- ------------------------------------------      -----------------------
 (Address of principal executive offices)             (Zip Code)

                                 (804) 281-6000
             ------------------------------------------------------
              (Registrant's telephone number, including area code)



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    No |X|

At May 13, 2002,  25,651  shares of  common stock with a par value of  $1,000.00
were outstanding.  The common stock of GE Life and Annuity Assurance  Company is
not publicly traded.


                                TABLE OF CONTENTS



                                                                        Page
                                                                       ------


PART I - FINANCIAL INFORMATION

Item 1.       Condensed, Consolidated Financial Statements .............   1

Item 2.       Management's Discussion and Analysis of Results of
              Operations and Financial Condition .......................   7

Item 3.       Quantitative and Qualitative Disclosure
              about Market Risk ........................................   9

Exhibit 12.   Computation of Ratio of Earnings to Fixed Charges ........  11


PART II - OTHER INFORMATION

Item 1.       Legal Proceedings ........................................  12

Item 6.       Exhibits and Reports on Form 8-K .........................  12

Signatures .............................................................  13


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

              GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

       Condensed, Consolidated Statements of Current and Retained Earnings
                          (Dollar amounts in millions)
                                   (Unaudited)
<Table>
<Caption>
                                                                                   Three Months Ended
                                                                            ---------------------------------
                                                                               March 30,           March 31,
                                                                                 2002                2001
                                                                            -------------       -------------
  
Revenues:
     Net investment income                                                  $      154.7        $      188.1
     Net realized investment gains                                                  13.4                 7.5
     Premiums                                                                       25.2                29.3
     Cost of insurance                                                              31.6                32.9
     Variable product fees                                                          31.6                33.0
     Other income                                                                   10.7                11.8
                                                                            -------------       -------------

           Total revenues                                                          267.2               302.6
                                                                            -------------       -------------

Benefits and expenses:
     Interest credited                                                             118.5               143.2
     Benefits and other changes in policy reserves                                  49.9                52.4
     Commission expense                                                             28.2                42.6
     General expenses                                                               22.4                32.5
     Amortization of intangibles                                                     7.3                10.7
     Change in deferred acquisition costs, net                                      (8.2)              (32.0)
     Interest expense                                                                -                   1.9
                                                                            -------------       -------------

       Total benefits and expenses                                                 218.1               251.3
                                                                            -------------       -------------

Earnings before income taxes and cumulative effect of
     change in accounting principle                                                 49.1                51.3

Provision for income taxes                                                          16.4                18.2
                                                                            -------------       -------------
Earnings before cumulative effect of change in accounting
     principle                                                                      32.7                33.1

Cumulative effect of change in accounting principle, net
     of tax                                                                          -                  (5.7)
                                                                            -------------       -------------

Net earnings                                                                        32.7                27.4

Retained earnings at beginning of period                                           411.4               297.1
                                                                            -------------       -------------

Retained earnings at end of period                                          $      444.1        $      324.5
                                                                            =============       =============
</Table>

See Notes to Condensed, Consolidated Financial Statements.

                                       1


              GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

                     Condensed, Consolidated Balance Sheets
              (Dollar amounts in millions except per share amounts)
                                  (Unaudited)

<Table>
<Caption>
                                                                                           March 30,            December 31,
                                                                                              2002                  2001
                                                                                      --------------------   --------------------
  
Assets
  Investments:
   Fixed maturities available-for-sale, at fair value                                         $ 10,170.6             $ 10,539.6
   Equity securities available-for-sale, at fair value
        Common stocks                                                                               27.0                   20.6
        Preferred stocks, non-redeemable                                                            17.4                   17.2
   Investment in affiliate                                                                           2.6                    2.6
   Mortgage loans, net of valuation allowance                                                      924.3                  938.8
   Policy loans                                                                                    113.3                  109.4
   Short-term investments                                                                           32.6                   40.5
   Other invested assets                                                                            92.2                  110.4
                                                                                      --------------------   --------------------
    Total investments                                                                           11,380.0               11,779.1

  Cash and cash equivalents                                                                         11.5                    -
  Accrued investment income                                                                        194.6                  208.4
  Deferred acquisition costs                                                                       930.5                  853.8
  Goodwill                                                                                         107.4                  107.4
  Intangible assets                                                                                246.8                  245.5
  Reinsurance recoverable                                                                          153.0                  151.1
  Other assets                                                                                     179.9                  117.0
  Separate account assets                                                                        9,055.2                8,994.3
                                                                                      --------------------   --------------------
         Total assets                                                                         $ 22,258.9             $ 22,456.6
                                                                                      ====================   ====================

Liabilities and Shareholders' Interest
Liabilities:
  Future annuity and contract benefits                                                        $ 10,829.1            $  10,975.3
  Liability for policy and contract claims                                                         169.3                  189.0
  Other policyholder liabilities                                                                   223.7                   91.4
  Accounts payable and accrued expenses                                                            296.9                  548.9
  Deferred income tax liability                                                                     80.5                   75.5
  Separate account liabilities                                                                   9,055.2                8,994.3
                                                                                      --------------------   --------------------
         Total liabilities                                                                      20,654.7               20,874.4
                                                                                      --------------------   --------------------

Shareholders' interest:
 Net unrealized investment losses                                                                  (28.9)                 (17.4)
 Derivatives qualifying as hedges                                                                   (7.3)                  (8.1)
                                                                                      --------------------   --------------------
 Accumulated non-owner changes in equity                                                           (36.2)                 (25.5)
 Preferred stock, Series A ($1,000 par value, $1,000 redemption and liquidation
      value, 200,000 shares authorized, 120,000 shares issued and outstanding)                     120.0                  120.0
 Common stock  ($1,000  par value, 50,000 shares authorized, 25,651 shares
      issued and outstanding)                                                                       25.6                   25.6
 Additional paid-in capital                                                                      1,050.7                1,050.7
 Retained earnings                                                                                 444.1                  411.4
                                                                                      --------------------   --------------------
         Total shareholders' interest                                                            1,604.2                1,582.2
                                                                                      --------------------   --------------------
         Total liabilities and shareholders' interest                                         $ 22,258.9             $ 22,456.6
                                                                                      ====================   ====================
</Table>
See Notes to Condensed, Consolidated Financial Statements.

                                       2


              GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

                Condensed, Consolidated Statements of Cash Flows
                          (Dollar amounts in millions)
                                   (Unaudited)
<Table>
<Caption>
                                                                                     Three Months Ended
                                                                          ------------------------------------------

                                                                              March 30,              March 31,
                                                                                 2002                   2001
                                                                          --------------------   --------------------
  
Cash Flows From Operating Activities
 Net earnings                                                                      $    32.7               $   27.4
 Adjustments to reconcile net earnings to net cash used in
    operating activities:
      Change in reserves                                                               155.6                  124.1
      Cumulative effect of change in accounting principle, net of tax                    -                      5.7
      Other, net                                                                      (227.8)                (181.9)
                                                                          --------------------   --------------------

         Net cash used in operating activities                                         (39.5)                 (24.7)
                                                                          --------------------   --------------------


Cash Flows From Investing Activities
   Short-term investment activity, net                                                   7.9                  (13.0)
   Proceeds from sales, securitizations and maturities of investment
       securities and other invested assets                                          1,155.7                  975.6
   Principal collected on mortgage and policy loans                                     35.6                   31.7
   Purchases of investment securities and other invested assets                       (863.3)                (768.6)
   Mortgage and policy loan originations                                               (25.0)                 (50.5)
                                                                          --------------------   --------------------

         Net cash provided by investing activities                                     310.9                  175.2
                                                                          --------------------   --------------------


Cash Flows From Financing Activities
   Proceeds from issuance of investment contracts                                      836.0                  942.6
   Redemption and benefit payments on investment contracts                          (1,095.9)                (974.1)
                                                                          --------------------   --------------------

         Net cash used in financing activities                                        (259.9)                 (31.5)
                                                                          --------------------   --------------------


 Increase in Cash and Cash Equivalents                                                  11.5                  119.0
 Cash and Cash Equivalents at Beginning of Period                                        -                     71.4
                                                                          --------------------   --------------------

 Cash and Cash Equivalents at End of Period                                        $    11.5               $  190.4
                                                                          ====================   ====================
</Table>

See Notes to Condensed, Consolidated Financial Statements.

                                       3


              GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

              Notes to Condensed, Consolidated Financial Statements
                          (Dollar amounts in millions)
                                   (Unaudited)


1.    The accompanying  condensed,  consolidated  quarterly financial statements
      represent  GE Life and  Annuity  Assurance  Company  and its  consolidated
      subsidiary,  Assigned Settlement, Inc. (collectively,  "the Company"). All
      significant intercompany transactions have been eliminated.

2.    These  financial  statements have been prepared on the basis of accounting
      principles  generally  accepted  in the United  States of  America  ("U.S.
      GAAP").  The  preparation of financial  statements in conformity with U.S.
      GAAP requires management to make estimates and assumptions that affect the
      reported amounts and related disclosures. Actual results could differ from
      these estimates.  Certain prior year amounts may have been reclassified to
      conform to the current year presentation.

      The condensed,  consolidated quarterly financial statements are unaudited.
      These  statements include all  adjustments (consisting of normal recurring
      accruals)  considered necessary  by management to present a fair statement
      of  the  results of  operations, financial  position and  cash flows.  The
      results  reported in these consolidated financial statements should not be
      regarded as necessarily indicative of results that may be expected for the
      entire year.  The condensed,  consolidated  financial statements  included
      herein  should  be  read  in  conjunction  with  the audited  consolidated
      financial statements and related  notes contained in the Company's Current
      Report on Form 8-K, dated April 19, 2002.

3.    A summary of changes in shareholders' interest that do not result directly
      from transactions with the Company's shareholders follows:

<Table>
<Caption>
                                                                                      Three Months Ended
                                                                         -------------------------------------------
      (In millions)                                                         March 30, 2002          March 31, 2001
                                                                         ---------------------  ---------------------
  

      Net earnings                                                                   $ 32.7                $  27.4
      Unrealized gains (losses) on investment securities - net of tax                 (11.5)                  64.0
      Derivatives qualifying as hedges, net of tax                                      0.8                   (3.2)
      Cumulative effect on shareholders' interest of adopting SFAS 133                  -                     (7.8)
                                                                         ---------------------  ---------------------
       Total                                                                         $ 22.0                $  80.4
                                                                         =====================  =====================
</Table>


4.    The Company conducts its operations  through two operating  segments:  (1)
      Wealth  Accumulation  and  Transfer,  comprised  of  products  intended to
      increase the  policyholder's  wealth,  transfer wealth to beneficiaries or
      provide a means for  replacing  the income of the  insured in the event of
      premature death; and (2) Lifestyle  Protection and Enhancement,  comprised
      of  products  intended to protect  accumulated  wealth and income from the
      financial  drain  of  unforeseen  events  and  provide  income  protection
      packages.

      March 31, 2001 amounts have been  reclassified to  conform  to  the March
      30,  2002    presentation,   and  reflect  the  elimination  of  goodwill
      amortization as discussed in Note 5.

                                       4


       The following is a summary of operating segment activity:

<Table>
<Caption>
                                                                                       Three Months Ended
                                                                          -------------------------------------------
       (In millions)                                                         March 30, 2002         March 31, 2001
                                                                          --------------------   --------------------
  
       Revenues
       Wealth Accumulation and Transfer ..........................                 $ 250.6                 $286.0
       Lifestyle Protection and Enhancement.......................                    16.6                   16.6
                                                                          --------------------   --------------------

             Total revenues ......................................                  $267.2                 $302.6
                                                                          ====================   ====================

       Earnings (loss) before income taxes and cumulative effect of
           change in accounting principle
       Wealth Accumulation and Transfer ..........................                  $ 49.3                 $ 50.2
       Lifestyle Protection and Enhancement.......................                   (0.2)                    2.8
                                                                          --------------------   --------------------

             Total earnings before income taxes and cumulative effect of
                   change in accounting principle .......                           $ 49.1                 $ 53.0
                                                                          ====================   ====================
</Table>


       The following is a summary of assets by operating  segment:

<Table>
<Caption>
                                                                               March 30,             December 31,
       (In millions)                                                              2002                   2001
                                                                          --------------------   --------------------
  
       Assets
       Wealth Accumulation and Transfer ..........................              $ 22,096.0             $ 22,288.6
       Lifestyle Protection and Enhancement.......................                   162.9                  168.0
                                                                          --------------------   --------------------

             Total assets ........................................              $ 22,258.9             $ 22,456.6
                                                                          ====================   ====================
</Table>


5.     The Financial Accounting Standards Board's (FASB) Statement  of Financial
       Accounting  Standards  (SFAS) 142,  Goodwill and Other Intangible Assets,
       generally  became effective on  January 1, 2002. Under SFAS 142, goodwill
       is no  longer  amortized but is tested  for impairment using a fair value
       methodology.

       The Company  ceased  amortizing  goodwill   effective  January  1,  2002.
       Simultaneously,  to  maintain  a consistent basis for  its measurement of
       performance, management revised previously reported  segment  information
       to correspond to the earnings  measurements  by  which businesses will be
       evaluated.   Non tax-deductible  goodwill  amortization  expense for  the
       three  months  ended March 31, 2001, was  $1.7  million.  The  effect  on
       earnings of excluding such goodwill amortization  expense  from the first
       three months of 2001 follows:



       (In millions)                                    Three Months Ended
                                                 -------------------------------
                                                 March 30, 2002   March 31, 2001
                                                 --------------   --------------
     
       Earnings before cumulative effect of
          change in accounting principle              $32.7           $33.1
                                                      -----           -----
       Earnings before cumulative effect of
          change in accounting principle
          excluding 2001 goodwill amortization        $32.7           $34.8
                                                      -----           -----
       Net earnings                                   $32.7           $27.4
                                                      -----           -----
       Net earnings, excluding 2001 goodwill
          amortization                                $32.7           $29.1
                                                      -----           -----


       Under SFAS 142, the Company was  required  to test all existing  goodwill
       for impairment as of January 1, 2002, on  a  "reporting  unit"  basis. A
       reporting  unit is an operating  segment unless, at  businesses one level
       below that operating segment (the "component"  level), discrete financial
       information is prepared and regularly  reviewed by  management, in  which
       case such component is the reporting unit. SFAS  142 requires that two or
       more   component-level    reporting    units    with    similar  economic
       characteristics be combined into a single reporting unit.

       A fair  value approach  is used  to  test  goodwill  for  impairment.  An
       impairment charge is recognized for the  amount,  if  any, by  which  the
       carrying amount of goodwill exceeds its implied fair value.  Fair  values
       of  reporting  units  and  the  related  implied  fair  values  of  their
       respective goodwill were established using  discounted  cash flows.  When
       available and as appropriate,  comparative market multiples were used  to
       corroborate results of the discounted cash flows.

       The  result  of  testing  goodwill  of  the  Company  for  impairment  in
       accordance with  SFAS 142,  as  of  January  1,  2002,  was  no  goodwill
       impairment charge.



                                                               At March 30, 2002                     At December 31, 2001
                                                         --------------------------------     --------------------------------
       Intangibles Subject to Amortization               Gross Carrying      Accumulated      Gross Carrying      Accumulated
       -----------------------------------                   Amount         Amortization          Amount         Amortization
       (In millions)                                     --------------    --------------     --------------    --------------
                                                                                                  
       Present Value of Future Profits  ("PVFP")                 $576.7           $(330.7)            $568.1           $(323.4)
       All other                                                    1.1              (0.3)               1.1              (0.3)
                                                         --------------    --------------     --------------    --------------
       Total                                                     $577.8           $(331.0)            $569.2           $(323.7)
                                                         ==============    ==============     ==============    ==============


       Amortization expense related to  intangible assets,  excluding  goodwill,
       for the first quarter of 2002 and 2001 was $7.3 million and $9.0 million,
       respectively. The estimated percentage of the December 31,  2001 net PVFP
       balance before the effect of unrealized investment gains or losses, to be
       amortized over each of the next five years is as follows:


                                                              
       2002...................................................     11.8%
       2003...................................................      9.7%
       2004...................................................      8.4%
       2005...................................................      7.3%
       2006...................................................      6.5%


       Amortization  expense for  PVFP  in  future periods will  be  affected by
       acquisitions, realized  capital gains/losses  or other factors  affecting
       the  ultimate  amount of  gross  profits  realized from  certain lines of
       business. Similarly, future amortization  expense  for  other intangibles
       will  depend  on  future  acquisitions,  dispositions and  other business
       transactions.

       In addition, the  Company  had  capitalized software  (net of accumulated
       amortization)  of  $11.7 million and  $10.5 million at March 30, 2002 and
       December 31, 2001,  respectively.  Amortization  expense  related  to the
       capitalized software was approximately $0.6 million and  $0.5  million in
       the first quarter of 2002 and 2001, respectively. Capitalized software is
       included in other assets.


                                       5



      Goodwill
      --------


      There have been no changes in goodwill since December 31, 2001. As of
      March 30, 2002 goodwill was comprised of the following:

      (In millions)
      Wealth Accumulation and Transfer                             $ 85.5
      Lifestyle Protection and Enhancement                           21.9
                                                                ---------
      Total                                                        $107.4
                                                                =========



6.    At   January  1,  2001,  the Company  adopted  SFAS  133,  Accounting  for
      Derivative Instruments and Hedging Activities, as amended. Under SFAS 133,
      all  derivative  instruments  are recognized in the balance sheet at their
      fair  values.  The  cumulative  effect of  adopting  this  standard  was a
      one-time  reduction  of net earnings in the first quarter  of 2001 of $5.7
      million.

                                       6


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

Overview

Earnings  before  income taxes  and cumulative  effect  of change in  accounting
principle for the first three months of 2002 were $49.1 million, a $2.2 million,
or 4.3%,  decrease  over  the first  three  months of  2001.  This decrease  was
primarily   attributable  to  a  decline  in  investment  income  and  premiums,
partially  offset by a  decrease  in  interest credited  and decreased  expenses
resulting from cost savings initiatives.

Operating Results

Net investment  income decreased $33.4 million,  or 17.8%, to $154.7 million for
the first three months of 2002 from $188.1 million for the first three months of
2001.  The  decrease  was  primarily a result of a decrease in weighted  average
investment yields to 5.25% for the first three months of 2002 from 7.02% for the
first three months of 2001. This decrease was partially  offset by higher levels
of average invested assets ($11,800 million in the first three months of 2002 as
compared to $10,711 million in the first three months of 2001).

Net realized  investment  gains  increased $5.9 million to $13.4 million for the
first three months of 2002 from $7.5 million for the first three months of 2001.
Net  investment  gains  are  comprised  of  gross  investment  gains  and  gross
investment (losses), respectively, of $30.4 million and $(17.0) million in 2002,
and $23.4 million and $(15.9)  million in 2001.  These changes in gross realized
investment  gains and losses are related to our ongoing review of our investment
portfolio positions which vary with market and economic  conditions.  We seek to
offset  investment  losses  realized from other than temporary  impairments  and
portfolio repositioning with investment gains.

Included in the first  three months of 2002 gross realized  investment  gains is
$5.8 million  resulting from the  securitization  of certain  financial  assets.
There were no securitizations in the first three months of 2001.

Premiums,  which  include  premium  revenues  from  traditional  life  and  life
contingent annuity contracts,  decreased $4.1 million or 14.0%, to $25.2 million
for the first three months of 2002 from $29.3 million for the first three months
of 2001.  This  decrease  was  primarily  a result of lower  levels  of  renewal
premiums on whole life and universal life policies.

Interest  credited  decreased $24.7 million,  or 17.3%, to $118.5 million in the
first  three  months of 2002 from $143.2  million in the first  three  months of
2001. This decrease was a result of the lower average crediting rates, offset by
additional sales of GICs and funding agreements.

Benefits and other changes in policy reserves  includes both activity related to
future  policy  benefits on  long-duration  life and health  products as well as
claim costs incurred  during the year under these  contracts.  In addition,  the
bonus feature of our bonus variable annuity products is initially  accounted for
as a benefit.  Benefits  and other  changes in policy  reserves  decreased  $2.5
million,  or 4.8%, to $49.9 million in the first three months of 2002 from $52.4
million in the first three  months of 2001.  The decrease  primarily  relates to
lower sales of our bonus variable annuity products.

Commission  expense  decreased $14.4 million,  or 33.8%, to $28.2 million in the
first three months of 2002 from $42.6 million in the first three months of 2001.
This  decrease  was  primarily a result of a decline in variable  annuity  sales
attributable  to  unfavorable  conditions  in the equity  markets,  as well as a
decline in whole life premiums.

                                       7


General  expenses  were $22.4  million  for the first  three  months of 2002,  a
decrease of $10.1  million or 31.1% over the first three  months of 2001 expense
of $32.5 million.  The decrease is primarily the result of reduced  compensation
and benefit costs and other cost savings initiatives.

Amortization  of  intangibles  decreased $1.7 million, or 18.9%, to $7.3 million
for the first three  months of 2002 from $9.0 million for the first three months
of 2001. The Company's  significant  intangible  assets  consist  of the present
value of future profits ("PVFP"), representing the estimated future gross profit
in  acquired  insurance  and  annuity  contracts.  Amortization  of  intangibles
decreased  primarily as  a result  of an  adjustment to the PVFP amortization to
reflect  an  anticipated  change  in  underlying  gross  profits  of the related
business. Adjustment to PVFP amortization  occurs  in  the  ordinary  course  of
business.

Change in deferred  acquisition costs, net decreased $23.8 million, or 74.4%, to
$8.2 million for the first three months of 2002 from $32.0 million for the first
three months of 2001.  Deferred  acquisition  costs  include  costs and expenses
which vary with and are primarily  related to the  acquisition  of insurance and
investment  contracts.  These costs and expenses include commissions,  printing,
underwriting,  policy  issuance costs and the bonus feature of certain  variable
annuity  products.  Under U.S. GAAP,  these costs are deferred and recognized in
relation to either  premiums or gross profits  underlying  the  contracts.  This
decrease is  primarily a result of a decrease  in  commission  expense and other
sales related expenses.

Interest  expense  decreased  $1.9 million to zero for the first three months of
2002 from  $1.9  million  for the first  three  months  of 2001.  This  decrease
primarily  relates to  obligations  to a third  party  reinsurer  for payment of
transferred assets in the 2001 period.


Financial Condition

Total assets decreased $197.7 million,  or 0.9%, at March 30, 2002 from December
31, 2001. Total investments decreased $399.1 million, or 3.4%, at March 30, 2002
from  December 31, 2001.  This  decrease was  primarily a result of net sales of
securities and other invested assets.  Other assets increased $62.9 million,  or
53.8%,  at March 30, 2002 from December 31, 2001.  This increase was primarily a
result of an increase in the balances due from affiliates relating to the timing
of  transaction  settlements.  Assets  invested in separate  accounts  increased
$60.9,  or 0.7%, at March 30, 2002 from December 31, 2001  primarily  related to
additional  sales of  variable  annuity  products.  Deferred  acquisition  costs
increased  $76.7, or 9.0%, at March 30, 2002 from December 31, 2001 primarily as
a result of additional variable annuity product sales.

Total  Liabilities  decreased  $219.7  million,  or 1.1%, at March 30, 2002 from
December  31,  2001.  Future  annuity and  contract  benefits  decreased  $146.2
million,  or 1.3%,  at March 30, 2002 from  December  31,  2001.  This  decrease
resulted  primarily  from a decrease  in  reserves  related to GICs and  funding
agreements   as  a  result  of normal  contract maturities. Accounts payable and
accrued  expenses decreased  $252.0 million,  or 45.9%,  at  March 30, 2002 from
December 31,  2001 primarily  resulting from  the timing of settlement of trades
related  to  investments  and  decreased  balances  payable  to  brokers.  Other
policyholder liabilities increased $132.3 million,  or 144.7%, at March 30, 2002
from December 31,  2001 primarily related to  timing of  transaction settlements
and normal business activity.

For the three  months ended March 30, 2002 and March 31, 2001 cash flows used by
operating  and  certain  financing  activities  were  $299.2  million  and $56.1
million,  respectively.  These  amounts  include net cash  provided by financing
activities  relating to investment  contract issuances  accounted for as deposit
liabilities under U.S. GAAP and redemptions of $259.9 million and $31.5 million,
respectively.


Forward-Looking Statements

This  document  may  include  certain  "forward-looking  statements"  within the
meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.  These
statements  are  based on  management's  current  expectations  are  subject  to
uncertainty and changes in  circumstances.  Actual results may differ materially
from these expectations due to changes in global economic, business, competitive
market and regulatory factors.

                                       8


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Interest rate changes may have temporary  effects on the sale and  profitability
of the Company's  annuity,  universal life, and other investment  products.  For
example,  if interest rates rise,  competing  investments  (such as annuities or
life insurance  offered by the Company's  competitors,  certificates of deposit,
mutual funds and similar  instruments)  may become more  attractive to potential
purchasers  of the  Company's  products.  The  Company  may be  forced to adjust
certain  crediting  rates on its line of products  in order to meet  competitive
pressures.  The Company constantly monitors interest earnings on existing assets
and yields available  on new investments and  sells policies  and annuities that
permit flexible responses to interest rate changes as part of its management of
interest spreads.

Interest rate and currency risk  management is important in the normal  business
activities  of the Company.  Derivative  financial  instruments  are used by the
Company to mitigate or eliminate certain  financial and market risks,  including
those related to changes in interest  rates and currency  exchange  rates.  As a
matter of policy,  the Company does not engage in derivatives  transactions  for
purposes other than hedging.

The Company  manages  exposure  to  changes  in  interest  rates,  in  part,  by
matching  the  duration  of  its  investment  portfolio  with  its  liabilities.
Established  practices require that derivative  financial  instruments relate to
specific asset or liability transactions or to currency exposure, if any.

The  Company  is  exposed  to  prepayment  risk   in  certain  of  its  business
activities,  such as in its investment portfolio and annuities  activities.  The
Company  uses  interest  rate  swaps,   swaptions  and  option-based   financial
instruments to mitigate  prepayment  risk.  These  instruments  generally behave
based on limits ("floors") on interest rate environment.  These swaps, swaptions
and option-based  instruments are governed by the credit risk policies described
below and are transacted in either exchange-traded or over-the-counter markets.

Counterparty  credit  risk  is  managed  at our  parent  company's  level  on an
individual  counterparty basis, which means that gains and losses are netted for
each  counterparty to determine the amount at risk. When a counterparty  exceeds
credit  exposure  limits in terms of amounts due to the Company,  typically as a
result  of  changes  in market  conditions  (see  table  below),  no  additional
transactions  are executed until the exposure with that  counterparty is reduced
to an amount that is within the established  limit. All swaps are executed under
master swap  agreements  containing  mutual  credit  downgrade  provisions  that
provide the ability to require  assignment  or  termination  in the event either
party is downgraded below A3 or A-.

All swaps,  purchased  options and forwards with contractual  maturities  longer
than one year are conducted within the credit policy constraints provided in the
table below.

        Counterparty Credit Criteria                   Credit rating
                                                     Standard & Poor's
                                               -----------------------------
        Term of transaction
          Between one and five years.......                 AA-
          Greater than five years..........                 AAA
        Credit exposure limits
          Up to $50 million................                 AA-
          Up to $75 million................                 AAA

The  conversion of interest rate and currency risk into credit risk results in a
need to monitor  counterparty credit risk actively.  At March 30, 2002 and March
31, 2001, there were no notional amounts of long-term  derivatives for which the
counterparty credit criteria was rated below A3/AA-.

                                       9


Following is an analysis of credit risk exposures as of March 30, 2002:

           Percentage or Notional Derivative Exposure by Counterparty
                                  Credit Rating

        Standard & Poor's
        -----------------
        AAA..................................                  100%
        AA...................................                    0%

The U.S.  Securities and Exchange  Commission  requires that registrants provide
information about potential  effects of changes in interest rates.  Although the
rules  offer   alternatives  for  presenting  this  information,   none  of  the
alternatives are  without  limitations.  The  following  discussion  is based on
so-called  "shock-tests,"  which  model  effects of interest  rate and  currency
shifts on the reporting company. Shock tests, while probably the most meaningful
analysis permitted, are constrained by several factors,  including the necessity
to conduct the analysis  based on a single point in time and by their  inability
to include the  extraordinarily  complex  market  reactions  that normally would
arise from the market shifts modeled. While the following results of shock tests
for changes in interest  rates may have some  limited  use as  benchmarks,  they
should not be viewed as forecasts.

One means of assessing  exposure to interest  rate  changes is a  duration-based
analysis  that  measures the  potential  loss in net earnings  resulting  from a
hypothetical  decrease  in  interest  rates  of  100  basis  points  across  all
maturities.  Under this model, with all else constant, it is estimated that such
a decrease,  including repricing effects in the securities portfolio,  would not
significantly  impact 2002 earnings  based on the Company's  current  derivative
positions.

                                       10


                                                                      EXHIBIT 12

              GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

                Computation of Ratio of Earnings to Fixed Charges

                        Three Months Ended March 30, 2002

                          (Dollar amounts in millions)

                                   (Unaudited)




                                                           Ratio of Earnings
                                                            to Fixed Charges

                                                          ---------------------


 Net earnings                                                   $     32.7
 Provision for income taxes                                           16.4
                                                          ---------------------


 Earnings before income taxes                                         49.1
                                                          ---------------------

 Fixed charges:
    Interest                                                           ---
    Interest portion of net rentals                                    0.2
                                                          ---------------------

 Total fixed charges                                                   0.2
                                                          ---------------------


 Less interest capitalized, net of amortization                        ---
                                                          ---------------------

 Earnings before income taxes, plus fixed charges               $     49.3
                                                          =====================


 Ratio of earnings to fixed charges                                  246.5
                                                          =====================


For purposes of computing the ratios,  fixed charges  consist of interest on all
indebtedness and one-third of rentals, which management believes is a reasonable
approximation of the interest factor of such rentals.


                                       11


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company, like other insurance companies, is involved in lawsuits,  including
class  action  lawsuits.  In some  class  action  and other  lawsuits  involving
insurance  companies,  substantial  damages  have been  sought  and/or  material
settlement   payments  have  been  made.  Except for the McBride  case described
below, which is still in its preliminary stages, and its ultimate  outcome,  and
any  effect  on  the  Company,  cannot be  determined at this  time,  management
believes that at  the  present time  there are no pending or threatened lawsuits
that are reasonably likely to have a material adverse impact  on  the  Company's
Consolidated Financial Statements.


On November 1, 2000, the  Company was named as a defendant in a lawsuit filed in
Georgia  state  court  related to  the sale of universal life insurance policies
(McBride v. Life  Insurance Co. of  Virginia dba GE  Life and  Annuity Assurance
Co.). On December 1, 2000, the  Company  successfully  removed  the  case to the
United  States  District Court for the Middle District of Georgia. The complaint
is  brought  as  a  class  action on behalf of all persons who purchased certain
universal  life  insurance  policies from the Company and alleges improper sales
practices  in  connection with the sale of universal life policies. No class has
been certified.  On February 27, 2002, the Court denied the Company's motion for
summary judgment. The McBride litigation is still in its preliminary stages, and
its  ultimate  outcome,  and any  effect on the Company, cannot be determined at
this time.  The  Company intends to  defend  this lawsuit, including plaintiff's
efforts to certify a nationwide class action, vigorously.

Item 6. Exhibits and Reports on Form 8-K

     a.  Exhibits

         Exhibit 12. Computation of ratio of earnings to fixed charges.

     b.  Reports on Form 8-K

         None

                                       12


                                   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.


                                 GE LIFE AND ANNUITY ASSURANCE COMPANY
                                 -------------------------------------
                                                    (Registrant)

Date:  May 13, 2002            By:             /s/ Kelly L. Groh
                                   -------------------------------------------
                                                  Kelly L. Groh,
                               Senior Vice President and Chief Financial Officer
                                          (Principal Financial Officer)


Date:  May 13, 2002            By:             /s/ Susan M. Mann
                                   --------------------------------------------
                                                 Susan M. Mann,
                                        Vice President and Controller
                                        (Principal Accounting Officer)


                                       13