Exhibit (1)(P)

                         UNANIMOUS WRITTEN CONSENT OF
                           THE BOARD OF DIRECTORS OF
                     GE LIFE AND ANNUITY ASSURANCE COMPANY


The undersigned, being all of the members of the Board of Directors of GE Life
and Annuity Assurance Company of Virginia, a Virginia corporation, in lieu of a
meeting held for the purpose and pursuant to the provisions of Section 13.1-685
of the Code of Virginia do hereby approve the following resolutions:

WHEREAS, The Board of Directors of the Company, pursuant to the Provisions of
Section 38.2-3113 of the Code of Virginia, adopted resolutions establishing Life
of Virginia Separate Account III ("Separate Account III") on February 10, 1987;
and

WHEREAS, The Board of Directors adopted resolutions changing the name of the
company to GE Life and Annuity Assurance Company and the name of the separate
account to GE Life & Annuity Separate Account III on January 1, 1999; and

WHEREAS, The Company wishes to establish 41 additional subaccounts/investment
subdivisions of Separate Account III which will invest in shares of AIM V.I.
Capital Appreciation Fund, AIM V.I. Growth Fund, and AIM V.I. Value Fund of AIM
Variable Insurance Funds; Growth and Income Portfolio, Premier Growth Portfolio
and Quasar Portfolio of Alliance Variable Products Series Fund, Inc.; Dreyfus
Investment Portfolios-Emerging Markets Portfolio and The Dreyfus Socially
Responsible Growth Fund, Inc. of The Dreyfus Corporation; Federated High Income
Bond Fund II and Federated International Small Company Fund II of the Federated
Insurance Series; Equity Income Portfolio and Growth Portfolio of Fidelity
Variable Insurance Products Fund; Contrafund Portfolio of Fidelity Variable
Insurance Products Fund II; Growth & Income Portfolio and Mid Cap Portfolio of
Fidelity Variable Insurance Products Fund III; Mid-Cap Value Equity Fund, Money
Market Fund, Premier Growth Equity Fund, S&P 500 Index Fund, Small-Cap Value
Equity Fund, U.S. Equity Fund, and Value Equity Fund of GE Investments Funds,
Inc.; Aggressive Growth Portfolio, Balanced Portfolio, Capital Appreciation
Portfolio, Global Sciences Portfolio, Global Technology Portfolio, Growth
Portfolio, International Growth Portfolio, and Worldwide Growth Portfolio of
Janus Aspen Series; MFS Growth Series, MFS Growth With Income Series, MFS New
Discovery Series and MFS Utilities Series of the Massachusetts Financial
Services Company Variable Insurance Trust; Oppenheimer Global Securities Fund/VA
and Oppenheimer Main Street Growth & Income Fund/VA of Oppenheimer Variable
Account Funds; Foreign Bond Portfolio, High Yield Bond Portfolio, Long-Term U.S.
Government Bond Portfolio and Total Return Bond Portfolio of PIMCO Variable
Insurance Trust; and Rydex OTC Fund of Rydex Variable Trust.

NOW, THEREFORE, BE IT RESOLVED, That the Executive Committee of the Board of
Directors of the Company does hereby establish and create 41 additional
subaccounts/investment subdivision of the aforementioned separate account. The
new subdivisions/investment subdivisions shall invest in shares of a single
mutual fund portfolio as set forth below:




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    INVESTMENT SUBDIVISIONS:                               TO BE INVESTED IN:
    ------------------------------------------------------------------------------------------------------------
                                                      
                                                         AIM Variable Insurance Funds.
    AIM Capital Appreciation -B                            AIM V.I. Capital Appreciation Fund
    AIM Growth -B                                          AIM V.I. Growth Fund
    AIM Value -B                                           AIM V.I. Value Fund
                                                         Alliance Variable Products Series Fund
    AVP Growth and Income -B                               Growth and Income Portfolio
    AVP Premier Growth -B                                  Premier Growth Portfolio
    AVP Quasar -B                                          Quasar Portfolio




                                                      
                                                         Dreyfus
    DRF Emerging Markets -B                                Dreyfus Investment - Emerging Markets Portfolio
    DRF Socially Responsible Growth -B                     The Dreyfus Socially Responsible Growth Fund, Inc.
                                                         Federated Insurance Series
    FED High Income Bond -B                                Federated High Income Bond Fund II
    FED International Small Company-B                      Federated International Small Company Fund II
                                                         Fidelity  Variable Insurance Products Fund
    FID Equity Income -B                                   Equity Income Portfolio
    FID Growth -B                                          Growth Portfolio
                                                         Fidelity  Variable Insurance Products Fund II
    FID Contrafund -B                                      Contrafund Portfolio
                                                         Fidelity  Variable Insurance Products Fund III
    FID Growth & Income -B                                 Growth & Income Portfolio
    FID Mid Cap -B                                         Mid Cap Portfolio
                                                         GE Asset Management
    GEI Mid-Cap Value Equity -B                            Mid-Cap Value Equity Fund
    GEI Money Market -B                                    Money Market Fund
    GEI Premier Growth Equity -B                           Premier Growth Equity Fund
    GEI S&P 500 Index -B                                   S&P 500 Index Fund
    GEI Small-Cap Value Equity -B                          Small-Cap Value Equity Fund
    GEI U.S. Equity -B                                     U.S. Equity Fund
    GEI Value Equity -B                                    Value Equity Fund
                                                         Janus Aspen Series
    JAN Aggressive Growth -B                               Aggressive Growth Portfolio
    JAN Balanced -B                                        Balanced Portfolio
    JAN Capital Appreciation -B                            Capital Appreciation Portfolio
    JAN Global Life Sciences -B                            Global Life Sciences Portfolio
    JAN Global Technology -B                               Global Technology Portfolio
    JAN Growth -B                                          Growth Portfolio
    JAN International Growth  -B                           International Growth Portfolio
    JAN Worldwide Growth -B                                Worldwide Growth Portfolio
                                                         MFS Variable Insurance Trust
    MFS Growth -B                                          MFS Growth Series
    MFS Growth With Income-B                               MFS Growth With Income Series
    MFS New Discovery-B                                    MFS New Discovery Series
    MFS Utilities Series-B                                 MFS Utilities Series
                                                         Oppenheimer Variable Account Funds
    OPP Global Securities/VA -B                            Oppenheimer Global Securities Fund/VA
    OPP Main Street Growth & Income/VA -B                  Oppenheimer Main Street Growth & Income Fund/VA
                                                         PIMCO Variable Insurance Trust
    PIM Foreign Bond -B                                    Foreign Bond Portfolio
    PIM High Yield Bond -B                                 High Yield Bond Portfolio
    PIM Long-Term U.S. Government Bond -B                  Long-Term U.S. Government Bond Portfolio
    PIM Total Return Bond -B                               Total Return Bond Portfolio
                                                         Rydex Variable Trust
    RYD OTC -B                                              Rydex OTC Fund
    ------------------------------------------------------------------------------------------------------------



NOW, THEREFORE, BE IT RESOLVED, That the Board of Directors of the Company does
hereby establish and create additional investment subdivisions of the
aforementioned separate account. The new investment subdivisions shall invest in
shares of a single mutual fund portfolio as set forth below:

FURTHER RESOLVED, That the President, or any Senior Vice President, and each of
them, with full power to act without the others, are hereby severally authorized
to execute whatever agreement or agreements may be necessary or appropriate to
enable such investments to be made, and the Board of Directors hereby ratifies
any such officer in executing any such agreement prior to the date of these
resolutions; and

FURTHER RESOLVED, That the President or any Senior Vice President, and each of
them, with full power to act without the others, are hereby severally authorized
to execute and deliver such other documents and do such acts and


things as each or any of them may deem necessary or desirable to carry out the
foregoing resolutions and the intent and purposes thereof.

FURTHER RESOLVED, That these resolutions shall take effect as of May 12, 2000.