As Filed with the Securities and Exchange Commission on May 15, 2002

Registration No.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Registration Statement
To FORM S-6

For Registration Under the Securities Act of 1933 of the Securities of Unit
Investment Trusts Registered on Form N-8B-2

GE Capital Life Separate Account III
(Exact Name of Trust)

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GE Capital Life Assurance Company of New York
(Name of Depositor)

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125 Park Avenue
6th Floor
New York, New York
10017-5529
(Address of Principal Executive Office)

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David J. Sloane
Senior Vice President and Chief Administrator
GE Capital Life Assurance Company of New York
125 Park Avenue
6th Floor
New York, New York
10017-5529
(Name and Complete Address of Agent for Service)

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With a copy to:

Heather C. Harker, Esq.

Vice President, Associate General Counsel and Assistant Secretary

GE Capital Life Assurance Company of New York
6610 W. Broad Street
Richmond, Virginia 23230

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement

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Title of Securities Being Registered: Flexible Premium Single Life and
Joint and Last Survivor Variable Life Insurance

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective in such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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RECONCILIATION AND TIE BETWEEN ITEMS IN FORM N-8B-2 AND THE PROSPECTUS

Item No.
of
Form N-8B-2 Caption in Prospectus
----------- ---------------------

1. Cover Page
2. Cover Page
3. Cover Page
4. Sale of the Policies
5. GE Capital Life Assurance Company, State Regulation
6. GE Capital Life Assurance Company
7. Not Required
8. Not Required
9. Legal Matters
GE Capital Life Assurance Company; The Separate Account; The
10. Portfolios; Policy Summary
11. The Portfolios
12. The Portfolios
13. Policy Summary; Charges and Deductions; The Portfolios
14. The Policy, Premiums
15. Premiums
16. Premiums, Transfers
17. Policy Summary; Charges and Deductions; The Policy; Surrenders and
Withdrawals; Requesting Payments; Death Benefits
18. The Policy
19. Other Policy Information; Reports; Voting Rights
20. Not Applicable
21. The Policy; Loans
22. Not Applicable
23. The Separate Account; Additional Information
24. Not Applicable
25. GE Capital Life Assurance Company
26. Not Applicable
27. GE Capital Life Assurance Company
28. Executive Officers and Directors
29. GE Capital Life Assurance Company
30. Not Applicable
31. Not Applicable
32. Not Applicable
33. Not Applicable
34. Not Applicable
35. Sale of the Policies
36. Not Applicable
37. Not Applicable
38. Policy Summary; Distribution of the Policies
39. Policy Summary; Distribution of the Policies
40. Distribution of the Policies; The Portfolios
41. GE Capital Life Assurance Company; Sale of the Policies
42. Not Applicable
43. Sale of the Policies
44. How Your Account Value Varies
45. Not Applicable
46. Premiums; How Your Account Value Varies
47. Not Applicable
48. Cover; GE Capital Life Assurance Company
49. Not Applicable

Item No.
of
Form N-8b-2 Caption in Prospectus
----------- ---------------------

50. Not Applicable
51. Cover Page; Introduction; The Policies; Charges and Deductions
52. GE Capital Life Assurance Company; The Portfolios
53. Federal Tax Matters
54. Not Applicable
55. Not Applicable
56. Not Required
57. Not Required
58. Not Required
59. Financial Statements

GE Capital Life Separate Account III
Prospectus For The
Flexible Premium Single Life and Joint and
Last Survivor Variable Life Insurance Policy

Single Life Policy

Form P1258 7/01

Joint and Last Survivor Life Policy

Form P1259 7/01

issued by:
GE Capital Life Assurance Company of New York
125 Park Avenue, 6th Floor
New York, New York 10017-5529

Variable Life Service Center:
6610 West Broad Street
Richmond, VA 23230
Telephone: (800) 313-5282

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This prospectus contains information about the Policy that you should know
before investing. Please read this prospectus carefully before investing and
keep it for future reference.

This prospectus describes a flexible premium life insurance policy (the
"Policy") offered by GE Capital Life Assurance Company of New York ("we," "us,"
"our," or the "Company"). We offer the Policy on either a single life or joint
and last survivor basis. If you purchase the Policy on a single life basis, we
will pay a Death Benefit upon the death of the Insured. If you purchase the
Policy on a joint and last survivor basis, we will pay a Death Benefit upon the
death of the last surviving Insured. The Policy provides life insurance
protection, premium flexibility, and the ability to change Death Benefits.

Your value may accumulate on a variable or fixed basis, or both. If you choose
our variable option, we will invest your assets in the Subaccounts of GE
Capital Life Separate Account III (the "Separate Account") that you select.
Each Subaccount invests exclusively in the shares of portfolios of the
underlying mutual funds listed below:

AIM Variable Insurance Funds: Fidelity Variable Insurance
AIM V.I. Capital Products Fund ("VIP"):
Appreciation Fund -- Series VIP Equity-Income
I Shares Portfolio -- Service Class
AIM V.I. Growth Fund -- 2
Series I Shares VIP Growth Portfolio --
AIM V.I. Premier Equity Service Class 2
Fund -- Series I Shares
Fidelity Variable Insurance
Alliance Variable Products Products Fund II ("VIP II"):
Series Fund, Inc.: VIP II Contrafund(R)
Growth and Income Portfolio -- Service Class
Portfolio -- Class B 2
Premier Growth Portfolio --
Class B Fidelity Variable Insurance
Quasar Portfolio -- Class B Products Fund III ("VIP III"):
VIP III Growth & Income
Dreyfus: Portfolio -- Service Class 2
Dreyfus Investment VIP III Mid Cap Portfolio --
Portfolios-Emerging Markets Service Class 2
Portfolio -- Initial Shares
The Dreyfus Socially GE Investments Funds, Inc.:
Responsible Growth Fund, Income Fund
Inc. -- Initial Shares Mid-Cap Value Equity Fund
Money Market Fund
Federated Insurance Series: Premier Growth Equity Fund
Federated High Income Bond S&P 500(R) Index Fund
Fund II* -- Service Shares Small-Cap Value Equity Fund
Federated International U.S. Equity Fund
Small Company Fund II Value Equity Fund

Janus Aspen Series: PIMCO Variable Insurance
Aggressive Growth Trust:
Portfolio -- Service Shares Foreign Bond Portfolio --
Balanced Portfolio -- Administrative Class
Service Shares Shares
Capital Appreciation High Yield Portfolio* --
Portfolio -- Service Shares Administrative Class
Global Life Sciences Shares
Portfolio -- Service Shares Long-Term U.S. Government
Global Technology Portfolio --
Portfolio -- Service Shares Administrative Class Shares
Growth Portfolio -- Service Total Return Portfolio --
Shares Administrative Class
International Growth Shares
Portfolio -- Service Shares
Worldwide Growth Rydex Variable Trust:
Portfolio -- Service Shares OTC Fund

MFS(R) Variable Insurance Van Kampen Life Investment
Trust: Trust:
MFS(R) Investors Growth Comstock Portfolio -- Class
Stock Series -- Service II Shares
Class Shares Emerging Growth Portfolio --
MFS(R) Investors Trust Class II Shares
Series -- Service Class
Shares
MFS(R) New Discovery
Series -- Service Class
Shares
MFS(R) Utilities Series --
Service Class Shares

Oppenheimer Variable Account
Funds:
Oppenheimer Global
Securities Fund/VA --
Service Shares
Oppenheimer Main Street
Growth & Income Fund/VA --
Service Shares

* These portfolios may invest in lower quality debt securities commonly
referred to as junk bonds.

Not all of these portfolios may be available in all markets.

If you choose our fixed option, your assets will grow at a rate of at least 4%.
We take the investment risk for assets allocated to the Guarantee Account.

Your Policy provides for a Surrender Value. The amount of your Surrender Value
will depend upon the investment performance of the portfolio(s) you select and
interest credited on assets in the Guarantee Account. Investors bear the
investment risk of investing in the Separate Account.

The purpose of this Policy is to provide life insurance protection for the
beneficiary(ies) named on the Policy. No claim is made that the Policy is in
any way similar or comparable to a systematic investment plan of a mutual fund.

We guarantee the Death Benefit for as long as the Policy is in force. The cash
surrender value is not guaranteed. The Policy will lapse if the cash surrender
value is insufficient to cover Policy charges. We guarantee to keep the Policy
in force as long as minimum premium requirements are met.

The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Material incorporated by reference in this prospectus can be found on the
Securities and Exchange Commission's ("SEC's") website at: www.sec.gov

For general information or to obtain free copies of the:

. Product prospectus or the portfolio prospectuses;

. Any required forms,

Call: 1-800-313-5282

Or write: GE Capital Life Assurance Company of New York

Service Center

6610 West Broad Street
Richmond, Virginia 23230

You may cancel your Policy during the free-look period. Please note that
replacing your existing insurance coverage with this Policy might not be to
your advantage.

Neither the U.S. Government nor any governmental agency insures or guarantees
your investment in the Policy.

This prospectus does not constitute an offering in any jurisdiction in which
such offering may not be lawfully made.

The date of this prospectus is , 2002.

Table of Contents

Definitions................................................................. 7

Annual Expense Table ....................................................... 10
Expense Table.............................................................. 10
Portfolio Annual Expenses.................................................. 12
Other Policies............................................................. 15

Policy Summary.............................................................. 16

Risk Summary................................................................ 20

GE Capital Life Assurance Company of New York............................... 22
State Regulation........................................................... 22

The Separate Account ....................................................... 23
Changes to the Separate Account............................................ 23

The Portfolios.............................................................. 25
The Subaccounts............................................................ 25
Voting Rights.............................................................. 32

The Guarantee Account....................................................... 33

Charges and Deductions...................................................... 35
Premium Charge............................................................. 35
Monthly Deduction.......................................................... 36
Cost of Insurance.......................................................... 37
Surrender Charge........................................................... 38
Partial Surrender Processing Fee........................................... 39
Other Charges.............................................................. 39
Reduction of Charges for Group Sales....................................... 39

The Policy.................................................................. 41
Applying for a Policy...................................................... 41
Owner...................................................................... 42
Beneficiary................................................................ 42
Changing the Owner or Beneficiary.......................................... 42
Canceling a Policy......................................................... 42

Premiums.................................................................... 43
General.................................................................... 43
Tax-Free Exchanges (1035 Exchanges)........................................ 43
Certain Internal Exchanges................................................. 43
Periodic Premium Plan...................................................... 44
Minimum Premium Payment.................................................... 44
Allocating Premiums........................................................ 45

How Your Account Value Varies............................................... 46
Account Value.............................................................. 46
Surrender Value............................................................ 46
Subaccount Values.......................................................... 46

Unit Values................................................................ 46
Net Investment Factor...................................................... 47

Transfers................................................................... 48
General.................................................................... 48
Dollar-Cost Averaging...................................................... 49
Portfolio Rebalancing...................................................... 49
Transfers by Third Parties................................................. 50

Death Benefits.............................................................. 51
Amount of Death Benefit Payable............................................ 51
Death Benefit Options...................................................... 51
Changing the Death Benefit Option.......................................... 52
Changing the Specified Amount.............................................. 53

Surrenders and Partial Surrenders........................................... 54
Surrenders................................................................. 54
Partial Surrenders......................................................... 54
Effect of Partial Surrenders............................................... 54

Loans....................................................................... 55
General.................................................................... 55
Repayment of Policy Debt................................................... 55
Effect of Policy Loans..................................................... 56

Termination................................................................. 57
Premium To Prevent Termination............................................. 57
The Grace Period........................................................... 57
Reinstatement.............................................................. 57

Payments and Telephone Transactions......................................... 58
Requesting Payments........................................................ 58
Telephone Transactions..................................................... 59

Tax Considerations.......................................................... 60
Introduction............................................................... 60
Tax Status of the Policy................................................... 60
Tax Treatment of Policies -- General....................................... 61
Special Rules for Modified Endowment Contracts............................. 64
Income Tax Withholding..................................................... 65
Tax Status of the Company.................................................. 65
Changes in the Law and Other Considerations................................ 65

Other Policy Information.................................................... 66
Optional Payment Plans..................................................... 66
Dividends.................................................................. 67
Incontestability........................................................... 67
Suicide Exclusion.......................................................... 67
Misstatement of Age or Gender.............................................. 68
Written Notice............................................................. 68
Trust...................................................................... 68

Other Changes............................................................. 68
Reports................................................................... 69
Supplemental Benefits..................................................... 69
Using the Policy as Collateral............................................ 70
Reinsurance............................................................... 70
Legal Proceedings......................................................... 70

Additional Information..................................................... 71
Sale of the Policies...................................................... 71
Legal Matters............................................................. 72
Experts................................................................... 72
Actuarial Matters......................................................... 72
Financial Statements...................................................... 72
Executive Officers and Directors GE Capital Life Assurance Company of
New York................................................................. 73
Executive Officers and Directors of Capital Brokerage Corporation......... 74
Other Information......................................................... 75
Hypothetical Illustrations................................................ 75
Financial Statements

Definitions

The following terms are used throughout the prospectus:

Account Value -- The total amount of assets allocated in each Subaccount and
assets in the General Account.

Age -- The Age on the Insured's birthday nearest the Policy Date or a Policy
Anniversary.

Attained Age -- The Insured's Age on the Policy Date plus the number of full
years since the Policy Date.

Base Specified Amount -- A designated portion of the Specified Amount of
insurance coverage that you elect on the application.

Beneficiary -- The person or entity you designate to receive the Death Benefit
payable at the death of the Insured under a single life Policy and the last
surviving Insured under a joint and last survivor Policy.

Code -- The Internal Revenue Code of 1986, as amended.

The Company -- GE Capital Life Assurance Company of New York.

Continuation Amount -- A cumulative amount set forth on the Policy data pages
for each month of the Continuation Period representing the minimum Net Total
Premium required to keep the Policy in force during the Continuation Period.

Continuation Period -- The number of Policy years during which the Policy will
not lapse if the Net Total Premium is at least equal to the Continuation Amount
for the number of Policy Months that the Policy has been in force.

Death Benefit -- The amount determined under the death benefit option in effect
as of the date of death of the Insured under a single life Policy or the last
surviving Insured under a joint and last survivor Policy.

Death Benefit Proceeds -- The amount of proceeds determined under the
applicable death benefit option.

Fund -- Any open-end management investment company or unit investment trust in
which the Separate Account invests.

General Account -- Assets of the Company other than those allocated to the
Separate Account or any of our other separate accounts.

Guarantee Account -- Part of our General Account that provides a guaranteed
interest rate for a specified interest rate guarantee period. This account is
not part of and does not depend on the investment performance of the Separate
Account.

Insured -- The person(s) upon whose lives are Insured under the Policy.

Investment Options -- The Guarantee Account and the Subaccounts.

Modified Base Specified Amount -- A designated portion of the Specified Amount
of insurance coverage that you elect on the application.

Monthly Anniversary Date -- The same date on in each month as the Policy Date.

Net Premium -- The portion of each premium you allocate to one or more
Investment Options. It is equal to the premium paid times the Net Premium
Factor.

Net Premium Factor -- The factor we use in determining the Net Premium which
reflects a deduction from each premium paid.

Net Total Premium -- On any date, Net Total Premium equals the total of all
premiums paid to that date minus (a) divided by (b), where:

(a) is any outstanding Policy Debt, plus the sum of any partial surrenders
to date; and

(b) is the Net Premium Factor.

Optional Payment Plan -- A plan under which any part of Death Benefit Proceeds
or Surrender Value proceeds can be used to provide a series of periodic
payments to you or a Beneficiary.

Owner -- The Owner of the Policy. "You" or "your" refers to the Owner. You may
also name Contingent Owners.

Planned Periodic Premium -- A level premium amount scheduled for payment at
fixed intervals over a specified period of time.

Policy -- The Policy and application(s), including any riders, and
endorsements.

Policy Date -- The date as of which we issue the Policy and the date as of
which the Policy becomes effective. We measure Policy years and anniversaries
from the Policy Date. The Policy Date is shown on the Policy data pages. If the
Policy Date would otherwise fall on the 29th, 30th, or 31st day of a month, the
Policy Date will be the 28th.

Policy Debt -- The amount of outstanding loans plus any accrued interest.
Policy Debt is deducted from proceeds payable at the death of the Insured under
a single life Policy and the last surviving Insured under a joint and last
survivor Policy or at the time of surrender.

Policy Month -- A one-month period beginning on a Monthly Anniversary Date and
ending on the day immediately preceding the next Monthly Anniversary Date.

The Separate Account -- GE Capital Life Separate Account III, the segregated
asset account of the Company to which you allocate Net Premiums.

Service Center -- The office to which all written and telephone inquiries
concerning the Policy or the portfolios of the Funds should be made: 6610 West
Broad Street, Richmond, VA 23230, 1-800-313-5282. The term "we" may be used
throughout this prospectus in connection with calculations of Account Value; in
these instances, the term "we" has the same meaning as Service Center.

Subaccounts -- A subdivision of the Separate Account, the assets of which are
invested exclusively in a corresponding portfolio of a Fund. Not all
Subaccounts may be available in all states or markets.

Specified Amount -- An amount we use in determining the insurance coverage. The
Specified Amount is equal to the Base Specified Amount plus the Modified Base
Specified amount, if any.

Surrender Value -- The amount we pay you when you surrender the Policy. It is
equal to Account Value minus any Policy Debt and minus any applicable surrender
charge.

Unit Value -- A unit of measure we use to calculate the Account Value for each
Subaccount.

Valuation Day -- For each Subaccount, each day on which the New York Stock
Exchange is open for regular trading except for days that the Subaccount's
corresponding portfolio does not value its shares.

Valuation Period -- The period that starts at the close of regular trading on
the New York Stock Exchange on any Valuation Day and ends at the close of
regular trading on the next succeeding Valuation Day.

Annual Expense Table

EXPENSE TABLE

The following table describes the various costs and expenses that you will pay
(either directly or indirectly) if you purchase this Policy. The table reflects
expenses of the Subaccounts of the Separate Account and of the portfolios. For
more complete descriptions of the various costs and expenses involved, see the
"Charges and Deductions" provision in this prospectus.

Owner Transaction Expenses:/1/
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Maximum surrender charge (per $1,000 of Specified Amount).
We reduce the surrender charge percentage over time. In
general, the later you surrender, the lower the surrender
charge will be. $37.19

Maximum Premium Charge/2/ 7.5%

Transfer Charge (for each transfer after the twelfth in a
calendar year)/3/ $20

Partial Surrender Processing Fee/4/ lesser of $25 or 2%
of amount withdrawn

Maximum Monthly Policy Charge/5/ $8

Maximum Monthly Expense Charge (per $1,000 of Base
Specified Amount for the first ten Policy years)/6/ $0.83

Maximum Monthly Expense Charge (per $1,000 of Modified
Base Specified Amount for the life of the Policy) $0.83

Maximum Specified Amount Increase Charge (per $1,000 of
increase in Base Specified Amount for the first ten
Policy years after increase)/6/ $0.83

Maximum Specified Amount Increase Charge (per $1,000 of
increase in Modified Base Specified Amount for the life
of the Policy) $0.83

Expenses (at an effective annual rate of unloaned assets in the Separate
Account):
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Maximum Mortality and Expense Risk Charge

For the first $100,000 of unloaned assets in the
Subaccounts ($200,000 for a joint and last survivor
Policy). 0.50%

For unloaned assets in the Subaccounts above $100,000
($200,000 for a joint and last survivor Policy) for the
first twenty Policy years only. 0.10%

Expenses (as a monthly deduction from your Account Value):
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Cost of Insurance Charge (maximum monthly charge per
$1,000 of coverage)/7/ $83.33

Rider Options Available with the Single Life Policy
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Waiver of Monthly Deduction (maximum monthly percentage of the
total cost of insurance charges for the base policy, death benefit
enhancement rider and any term insurance riders) 38.24%

Accidental Death Benefit (maximum annual charge per $1,000 of
coverage) $2.24

Rider Options Available with Joint Life Policy
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4 Year Term Rider Charge (maximum monthly charge per $1,000 of
coverage) $83.33

Policy Split Option Rider Charge/8/ $0

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/1/ We reserve the right to impose a maximum fee of $25 for the cost of
preparing an inforce illustration. We do not charge for this service.
/2/ We currently deduct 5% from each premium payment.
/3/ We reserve the right to assess a $20 transfer charge for each transfer
after the twelfth transfer in a calendar year. We do not currently charge
this fee.
/4/ We reserve the right to charge a partial surrender processing fee of the
lesser of $25 or 2% of the amount withdrawn. We do not currently charge
this fee.
/5/ We reserve the right to assess a maximum monthly Policy charge of $8,
although currently we assess a monthly Policy charge of $5.
/6/ This charge varies depending upon the risk class(es) of the Insured.
Factors used in assessing the charge include the age, gender and rating
class (excluding the specified amount attributable to any supplemental
benefits) of the insured at the time the Policy is issued or at time of
the Specified Amount Increase is requested.
/7/ The cost of insurance charge is subject to a maximum guaranteed cost of
insurance as shown in your Policy. This charge depends on the risk
class(es) of the Insured(s), Specified Amount and Death Benefit option
selected. See "Charges and Deductions -- Cost of Insurance" in this
prospectus. We will not impose a cost of insurance charge once the Insured
under a single life Policy or the youngest Insured under a joint and last
survivor Policy reaches Attained Age 100.

/8/ Evidence of insurability is required when policy split option is
requested.

PORTFOLIO ANNUAL EXPENSES

The following table reflects the annual expenses of the portfolios available in
the Separate Account for the year ended December 31, 2001 (as a percentage of
each portfolio's average net assets after fee waivers and expense
reimbursements as applicable):

Service Total
Management 12b-1 Share Other Annual
Portfolio Fees Fees* Fees** Expenses Expenses
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AIM Variable Insurance Funds
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AIM V.I. Capital Appreciation Fund -- Series I Shares 0.61% -- -- 0.24% 0.85%
AIM V.I. Growth Fund -- Series I Shares 0.62% -- -- 0.26% 0.88%
AIM V.I. Premier Equity Fund -- Series I Shares 0.60% -- -- 0.25% 0.85%

Alliance Variable Products Series Fund, Inc.
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Growth and Income Portfolio -- Class B 0.63% 0.25% -- 0.04% 0.92%
Premier Growth Portfolio -- Class B 1.00% 0.25% -- 0.04% 1.29%
Quasar Portfolio -- Class B 0.82% 0.25% -- 0.13% 1.20%

Dreyfus
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Dreyfus Investment Portfolios-Emerging Markets Portfolio --
Initial Shares -- -- -- 2.00% 2.00%
The Dreyfus Socially Responsible Growth Fund, Inc. --
Initial Shares 0.75% -- -- 0.03% 0.78%

Federated Insurance Series
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Federated High Income Bond Fund II -- Service Shares 0.60% -- 0.10% 0.16% 0.86%
Federated International Small Company Fund II 0.00% -- 0.10% 1.55% 1.65%

Fidelity Variable Insurance Products Fund ("VIP")/1/
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VIP Equity-Income Portfolio -- Service Class 2 0.48% 0.25% -- 0.11% 0.84%
VIP Growth Portfolio -- Service Class 2 0.58% 0.25% -- 0.10% 0.93%

Fidelity Variable Insurance Products Fund II ("VIP II")/1/
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VIP II Contrafund(R) Portfolio -- Service Class 2 0.58% 0.25% -- 0.11% 0.94%

Fidelity Variable Insurance Products Fund III ("VIP III")/1/
- ----------------------------------------------------------------------------------------------------------
VIP III Growth & Income Portfolio -- Service Class 2 0.48% 0.25% -- 0.11% 0.84%
VIP III Mid Cap Portfolio -- Service Class 2 0.58% 0.25% -- 0.11% 0.94%

GE Investments Funds, Inc.
- ----------------------------------------------------------------------------------------------------------
Income Fund 0.50% -- -- 0.05% 0.55%
Mid-Cap Value Equity Fund 0.65% -- -- 0.03% 0.68%
Money Market Fund 0.38% -- -- 0.04% 0.42%
Premier Growth Equity Fund 0.65% -- -- 0.02% 0.67%
S&P 500(R) Index Fund 0.35% -- -- 0.04% 0.39%
Small-Cap Value Equity Fund 0.80% -- -- 0.11% 0.91%
U.S. Equity Fund 0.55% -- -- 0.03% 0.58%
Value Equity Fund 0.65% -- -- 0.14% 0.79%

Janus Aspen Series
- ----------------------------------------------------------------------------------------------------------
Aggressive Growth Portfolio -- Service Shares 0.65% 0.25% -- 0.02% 0.92%
Balanced Portfolio -- Service Shares 0.65% 0.25% -- 0.01% 0.91%
Capital Appreciation Portfolio -- Service Shares 0.65% 0.25% -- 0.01% 0.91%
Global Life Sciences Portfolio -- Service Shares 0.65% 0.25% -- 0.17% 1.07%
Global Technology Portfolio -- Service Shares 0.65% 0.25% -- 0.05% 0.95%
Growth Portfolio--Service Shares 0.65% 0.25% -- 0.01% 0.91%
International Growth Portfolio -- Service Shares 0.65% 0.25% -- 0.06% 0.96%
Worldwide Growth Portfolio -- Service Shares 0.65% 0.25% -- 0.04% 0.94%

Service Total
Management 12b-1 Share Other Annual
Portfolio Fees Fees* Fees** Expenses Expenses
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MFS(R) Variable Insurance Trust
- -------------------------------------------------------------------------------
MFS(R) Investors Growth Stock
Series -- Service Class Shares 0.75% 0.25% -- 0.15% 1.15%
MFS(R) Investors Trust Series --
Service Class Shares 0.75% 0.25% -- 0.14% 1.14%
MFS(R) New Discovery Series --
Service Class Shares 0.90% 0.25% -- 0.15% 1.30%
MFS(R) Utilities Series -- Service
Class Shares 0.75% 0.25% -- 0.17% 1.17%

Oppenheimer Variable Account Funds
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Oppenheimer Global Securities
Fund/VA -- Service Shares 0.64% 0.15% -- 0.06% 0.85%
Oppenheimer Main Street Growth &
Income Fund/VA -- Service Shares 0.68% 0.15% -- 0.05% 0.88%

PIMCO Variable Insurance Trust
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Foreign Bond Portfolio --
Administrative Class Shares 0.25% -- 0.15% 0.50% 0.90%
High Yield Portfolio --
Administrative Class Shares 0.25% -- 0.15% 0.35% 0.75%
Long-Term U.S. Government
Portfolio -- Administrative Class
Shares 0.25% -- 0.15% 0.25% 0.65%
Total Return Portfolio --
Administrative Class Shares 0.25% -- 0.15% 0.25% 0.65%

Rydex Variable Trust
- -------------------------------------------------------------------------------
OTC Fund 0.75% -- 0.25% 0.45% 1.45%

Van Kampen Life Investment Trust
- -------------------------------------------------------------------------------
Comstock Portfolio -- Class II
Shares 0.60% 0.25% -- 0.21% 1.06%
Emerging Growth Portfolio -- Class
II Shares 0.70% 0.25% -- 0.06% 1.01%
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* The 12b-1 fees deducted from the 12b-1 classes of these portfolios cover
certain distribution and shareholder support services provided by the
companies selling Policies investing in those portfolios. The portion of
the 12b-1 fees assessed against the portfolios' assets attributable to the
Policies will be remitted to Capital Brokerage Corporation, the principal
underwriter for the Policies.
** The Service Share fees deducted from the service shares of these
portfolios cover certain administrative services provided by companies
issuing policies investing in those portfolios. The portion of the Service
Share fees assessed against the portfolios' assets attributable to the
Policies will be remitted to the Company.
/1/ Actual annual class operating expenses were lower because a portion of the
brokerage commissions that the portfolio paid was used to reduce the
portfolio's expenses. In addition, through arrangements with the
portfolio's custodian, credits realized as a result of uninvested cash
balances are used to reduce a portion of the portfolio's custodian
expenses. These offsets may be discontinued at any time.

Accordingly, the actual total operating expenses were:

. VIP Equity-Income Portfolio -- Service Class 2 0.83%
. VIP Growth Portfolio -- Service Class 2 0.90%
. VIP II Contrafund(R) Portfolio -- Service Class 2 0.90%
. VIP III Growth & Income Portfolio -- Service Class 2 0.82%
. VIP III Mid Cap Portfolio -- Service Class 2 0.88%

Some of the portfolios are subject to fee waivers and/or expense
reimbursements. The following table shows what the expenses would have been for
such portfolios without fee waivers and/or expense reimbursements.

Service Total
Management 12b-1 Share Other Annual
Portfolio Fees Fees* Fees** Expenses Expenses
- -------------------------------------------------------------------------------

Alliance Variable Products Series
Fund, Inc.
- -------------------------------------------------------------------------------
Quasar Portfolio -- Class B 1.00% 0.25% -- 0.18% 1.43%

Dreyfus
- -------------------------------------------------------------------------------
Dreyfus Investment Portfolios --
Emerging Markets Portfolio --
Initial Shares 1.25% -- -- 4.15% 5.40%

Federated Insurance Series
- -------------------------------------------------------------------------------
Federated High Income Bond Fund
II -- Service Shares 0.60% 0.25% 0.25% 0.16% 1.26%
Federated International Small
Company Fund II 1.25% 0.25% 0.25% 3.79% 5.54%

MFS(R) Variable Insurance Trust
- -------------------------------------------------------------------------------
MFS(R) Investors Growth Stock
Series -- Service Class Shares 0.75% 0.25% -- 0.17% 1.17%
MFS(R) Investors Trust Series --
Service Class Shares 0.75% 0.25% -- 0.15% 1.15%
MFS(R) New Discovery Series --
Service Class Shares 0.90% 0.25% -- 0.19% 1.34%
MFS(R) Utilities Series -- Service
Class Shares 0.75% 0.25% -- 0.18% 1.18%

PIMCO Variable Insurance Trust
- -------------------------------------------------------------------------------
Foreign Bond Portfolio --
Administrative Class Shares 0.25% -- 0.15% 0.51% 0.91%
High Yield Portfolio --
Administrative Class Shares 0.25% -- 0.15% 0.36% 0.76%
Long-Term U.S. Government
Portfolio -- Administrative Class
Shares 0.25% -- 0.15% 0.26% 0.66%
Total Return Portfolio --
Administrative Class Shares 0.25% -- 0.15% 0.26% 0.66%
- -------------------------------------------------------------------------------

The expenses shown above are deducted by the portfolios before they provide us
with the daily net asset value. We then deduct Separate Account charges from
the net asset value in calculating the unit value of the corresponding
Subaccount. The management fees and other expenses are more fully described in
the prospectus for each portfolio. Information relating to the portfolios was
provided by the portfolios and not independently verified by us.

OTHER POLICIES

We offer other variable life insurance policies in the Separate Account which
also invest in the same portfolios (or many of the same) of the Funds. These
policies have different charges that could affect the value of the Subaccounts
and may offer different benefits more suitable to your needs. To obtain more
information about these policies, contact your agent, or call (800) 313-5282.

Policy Summary

PREMIUMS

You select a premium payment plan. You are not required to pay premiums
according to the plan, but may vary frequency and amount, within limits, and
can skip planned premiums. See the "Periodic Premium Plan" provision of this
prospectus.

Premium amounts depend on an Insured's Age, gender (where applicable), risk
class, Specified Amount selected, and any supplemental benefit riders. See the
"Premiums" provision of this prospectus.

You may make unscheduled premium payments, provided such premium payments do
not exceed the limitations for life insurance as set forth by Section 7702 of
the Code. We may reject any additional premium payments, or portion thereof,
that would result in your Policy being disqualified as life insurance under the
Code. Each additional premium payment, if within the limitations as stated
above, must be at least $50. See the "Premiums" provision of this prospectus.

Under certain circumstances, you may have to pay extra premiums to prevent
termination. See the "Premium to Prevent Termination" provision of this
prospectus.

DEDUCTION FROM PREMIUMS

Currently, we deduct a 5% premium charge from each premium before we place it
in a Subaccount or the Guarantee Account. This charge is guaranteed to not
exceed 7.5%. We currently do not deduct the maximum 7.5% premium charge, but
reserve the right to do so. We refer to the premium minus the premium charge as
a Net Premium. We do not assess a premium charge against the Policy loan
portion of a premium received from the rollover of a life insurance policy. See
the "Premium Charge" provision of this prospectus.

ALLOCATION OF NET PREMIUMS

You may allocate your Net Premiums among up to 10 of the Subaccounts of the
Separate Account plus the Guarantee Account at any given time. We will place
any premiums you pay in a non-interest bearing account until:

(1) the date we approve the application;

(2) the date we receive all necessary forms (including any subsequent
amendments to your application); and

(3) the date we receive the entire initial premium.

We will then allocate your initial Net Premium and any Net Premiums received
within 15 days after the Policy Date to the Subaccount investing in the GE
Investments Funds, Inc. -- Money Market Fund ("Money Market Subaccount"). The
entire value will remain in the Money Market Subaccount for 15 days after the
Policy Date. After 15 days the Account Value in the Money Market Subaccount
will be transferred in accordance with your Net Premium allocation
instructions. See the "Allocating Premiums" provision of this prospectus.

DEDUCTIONS FROM ASSETS

Each portfolio deducts management fees and other expenses from its assets. For
the year ended December 31, 2001, the minimum total annual expenses (as a
percentage of average net assets) was 0.39%, and the maximum total annual
expenses (as a percentage of average net assets) was 2.00%. See the "Portfolio
Annual Expenses" provision of this prospectus.

We deduct monthly a mortality and expense risk charge at an effective annual
rate of 0.50% of the first $100,000 of unloaned assets in the Subaccounts
(0.50% of the first $200,000 of unloaned assets in the Subaccounts for a joint
and last survivor Policy). For the first 20 Policy years, we also deduct a
mortality and expense risk charge for unloaned assets in the Subaccounts above
$100,000 ($200,000 for a joint and last survivor Policy) at an annual effective
rate of 0.10%.Beginning with Policy year 21, we do not deduct a mortality and
expense risk charge for unloaned assets in the Subaccounts over $100,000
($200,000 for joint and last survivor Policy).

We make a monthly deduction from your Account Value for:

(1) the cost of insurance charge;

(2) a current monthly policy charge of $5 ($8 per month maximum);

(3) a monthly expense charge based on the initial Base Specified Amount for
the first 10 Policy years (this charge varies by Age(s), gender and
rating class excluding the Specified Amount attributable to any
supplemental benefits);

(4) monthly expense charge based on the initial Modified Base Specified
Amount until the Insured reaches that attained age 100 (this charge
varies by Age(s), gender and rating class);

(5) a monthly expense charge for an increase in Base Specified Amount for
the first 10 policy years following the increase (this charge varies by
Age(s), gender and rating class excluding the Specified Amount
attributable to any supplemental benefits);

(6) monthly expense charge for an increase in the initial Modified Base
Specified Amount until the Insured on a single life or the older
Insured on a joint life reaches attained age 100 (this charge varies by
Age(s), gender and rating class); and

(7) supplemental benefit charges.

The monthly deduction will also include the increase charge for the first 10
Policy years following an increase in the Specified Amount. See the "Changing
the Specified Amount" provision of this prospectus.

There are optional riders that provide additional benefits; some riders require
an additional cost. Not all riders are available to all policies. See the
"Supplemental Benefits" provision of this prospectus for more information on
these riders.

For information concerning compensation paid for sale of the Policies, see the
"Sale of the Policies" provision of this prospectus.

ACCOUNT VALUE

Account Value equals the total amount in each Subaccount and the General
Account, including the Guarantee Account.

The Account Value serves as the starting point for calculating certain values
under a Policy, such as the Surrender Value and the Death Benefit Proceeds.
Your Account Value varies from day to day to reflect investment experience of
the Subaccounts, interest credited to assets in the Guarantee Account, charges
deducted and other Policy transactions (such as Policy loans, transfers and
partial surrenders). See the "How Your Account Value Varies" provision of this
prospectus.

You can transfer assets among the Investment Options (subject to certain
restrictions). See the "Transfers" provision of this prospectus for rules and
limits. Policy loans reduce the amount available for allocations and transfers.

There is no minimum guaranteed Account Value. During the Continuation Period,
the Policy will lapse if the Surrender Value is insufficient to cover the
monthly deduction and the Net Total Premium is less than the Continuation
Amount. After the Continuation Period, the Policy will lapse if the Surrender
Value is insufficient to cover the monthly deduction. See the "Premium to
Prevent Termination" provision of this prospectus.

CASH BENEFITS

You may take a Policy loan for up to 90% of the difference between your Account
Value and any surrender charges, minus any Policy Debt. See the "Loans"
provision of this prospectus.

You may take partial surrenders from your Policy. The minimum partial surrender
amount is $200. We reserve the right to charge a processing fee equal to the
lesser of $25 or 2% of the amount withdrawn although we currently do not assess
such a charge. If you select Death Benefit Option B, you may only take a
partial surrender after the first Policy year. See the "Partial Surrender"
provision of this prospectus.

You can surrender your Policy at any time for its Surrender Value (Account
Value minus Policy Debt and minus any applicable surrender charge). A surrender
charge will apply during the first 10 Policy years, and for 10 Policy years
after an increase in the Specified Amount (except for increases in the
Specified Amount that result from a change in Death Benefit option). See the
"Surrenders" and the "Surrender Charge" provision of this prospectus.

You may choose from a variety of payment options. See the "Requesting Payments"
provision of this prospectus.

DEATH BENEFITS

The minimum Specified Amount available is $100,000 for a single life Policy and
$200,000 for a joint and last survivor Policy.

You may choose from among three Death Benefit options:

. Option A -- Specified Amount plus Account Value;

. Option B -- Specified Amount; or

. Option C is:

. the greater of Specified Amount; or

. the Specified Amount; plus

. the sum of all premiums paid before Attained Age 75 of the Insured
under a single life Policy or the younger Insured under a joint and
last survivor Policy (for 1035 exchanges, the premiums paid under the
old policy minus any partial surrender of premiums and charges for
supplemental non-qualified benefits as defined in the Code); minus

. the charges for supplemental benefits, other than those specified in
Section 7702(f)(5)(A) of the Code; minus

. all partial surrenders.

The Death Benefit will be the greater of the Death Benefit under the Death
Benefit option you select or the Minimum Death Benefit. See the "Death
Benefits" provision of this prospectus.

Death Benefit Proceeds are payable as a lump sum or under a variety of options.
See the "Requesting Payments" and the "Optional Payment Plans" provisions of
this prospectus.

You may change the Specified Amount and the Death Benefit option. See the
"Changing the Specified Amount" and the "Changing the Death Benefit Option"
provisions of this prospectus for rules and limits.

During the Continuation Period, the Policy will remain in force regardless of
the sufficiency of Surrender Value so long as Net Total Premium is at least
equal to the Continuation Amount. See the "Premium to Prevent Termination"
provision of this prospectus.

Risk Summary

INVESTMENT RISK

Your Account Value is subject to the risk that investment performance will be
unfavorable and that your Account Value will decrease. Because we continue to
deduct charges from your Account Value, if investment results are sufficiently
unfavorable and/or you stop making premium payments at or above the minimum
requirements, the Surrender Value of your Policy may fall to zero. In that
case, your Policy will terminate without value and insurance coverage will no
longer be in effect, unless you make an additional payment sufficient to
prevent a termination during the 61-day grace period. However, your Policy will
not lapse during the Continuation Period, even if your Surrender Value is
insufficient to cover the monthly deductions, so long as the Net Total Premium
is at least equal to the Continuation Amount. On the other hand, if investment
experience is sufficiently favorable and you have kept the Policy in force for
a substantial time, you may be able to draw upon your Account Value, through
partial surrenders and Policy loans.

RISK OF TERMINATION

If the Surrender Value of your Policy is insufficient to pay the Monthly
Deduction when due (and, during the Continuation Period, the Net Total Premium
is less than the Continuation Amount), the Policy will be in default and a
grace period will begin. There is a risk that if partial surrenders, loans, and
monthly deductions reduce your Surrender Value to an amount insufficient to
cover Policy charges and/or if the investment experience of your selected
Subaccounts is unfavorable, then your Policy could lapse. In that case, you
will have a 61-day grace period to make a sufficient payment. If you do not
make a sufficient payment before the grace period ends, your Policy will
terminate without value, insurance coverage will no longer be in effect, and
you will receive no benefits. After termination, you may reinstate your Policy
within three years subject to certain conditions.

TAX RISKS

We intend for the Policy to satisfy the definition of a "life insurance
contract" under Section 7702 of the Code. In general, earnings under the Policy
will not be taxed until a distribution is made from the Policy. In addition,
Death Benefits and Accelerated Death Benefits generally will be excludable from
income. In the case of a Policy that is considered a "modified endowment
contract," special rules apply and a 10% penalty tax may be imposed on
distributions, including loans. See the "Special Rules for Modified Endowment
Contracts provision of this prospectus." You should consult a qualified tax
advisor in all tax matters involving your Policy.

LIMITS ON PARTIAL SURRENDERS

The Policy permits you to take partial surrenders. However, if you select Death
Benefit Option B or Option C, you may only take partial surrenders after the
first Policy year.

The minimum partial surrender amount is $200. We reserve the right to assess a
processing fee for each partial surrender although we do not currently do so.

Partial surrenders will reduce your Account Value and Death Benefit Proceeds.
Federal income taxes and a penalty tax may apply to partial surrenders.

EFFECTS OF POLICY LOANS

A Policy loan, whether or not repaid, will affect your Account Value over time
because we subtract the amount of the loan from the Investment Options as
collateral. We then credit a fixed interest rate to the loan collateral. As a
result, the loan collateral does not participate in the investment results of
the Subaccounts. The longer the loan is outstanding, the greater the effect is
likely to be. Depending on the investment results of the Subaccounts, the
effect could be favorable or unfavorable.

A Policy loan also reduces the Death Benefit payable. A Policy loan could make
it more likely that a Policy would terminate. There is a risk if the loan
reduces your Surrender Value to an amount insufficient to cover Policy charges
and investment experience is unfavorable, that the Policy will lapse, resulting
in adverse tax consequences. You must submit a sufficient payment during the
grace period to avoid the Policy's termination without value and the end of
insurance coverage.

COMPARISON WITH OTHER INSURANCE POLICIES

The Policy is similar in many ways to universal life insurance. As with
universal life insurance:

. the Owner pays premiums for insurance coverage on the Insured(s);

. the Policy provides for the accumulation of Surrender Value that is
payable if the Owner surrenders the Policy during the lifetime of the
Insured under a single life Policy and the last surviving Insured under a
joint and last survivor Policy; and

. the Surrender Value may be substantially lower than the premiums paid.

However, the Policy differs from universal life insurance in that it permits
you to place your premium in the Subaccounts. The amount and duration of life
insurance protection and the value of the Policy will vary with the investment
performance of the Subaccounts you select. You bear the investment risk with
respect to the amounts allocated to the Subaccounts.

The Surrender Value of your Policy may decrease if the investment performance
of the Subaccounts to which you allocate assets is sufficiently adverse. If the
Surrender Value becomes insufficient to cover charges when due and the
Continuation Period is not in effect, the Policy will terminate without value
after a grace period.

GE Capital Life Assurance Company of New York

We are a stock life insurance that was incorporated in New York on February 23,
1988. We are ultimately a indirect subsidiary of General Electric Capital
Corporation ("GE Capital"), a New York corporation that is a diversified
financial services company whose subsidiaries consist of specialty insurance,
equipment management, and commercial and consumer financing businesses. General
Electric Capital Corporation is owned by General Electric Capital Services,
Inc. which in turn is owned by General Electric Company. GE Capital's ultimate
parent, General Electric Company, founded more than one hundred years ago by
Thomas Edison, is the worlds's largest manufacturer of jet engines, engineering
plastics, medical diagnostic equipment, and large electric power generation
equipment.

We are licensed in New York and specialize in writing individual fixed-rate
deferred annuities, fixed payout immediate annuities, variable deferred
annuities and variable life insurance policies.

STATE REGULATION

We are subject to regulation by the Superintendent of Insurance of the State of
New York. We submit annual statements on our operation and finances to the New
York Department of Insurance.

We are a member of the Insurance Marketplace Standards Association ("IMSA"). We
may use the IMSA membership logo and language in our advertisements, as
outlined in IMSA's Marketing and Graphics Guidelines. Companies that belong to
IMSA subscribe to a set of ethical standards covering various aspects of sales
and service for individually sold life insurance and annuities.

The Separate Account

We established the Separate Account as a separate investment account on
March 20, 2000. The Separate Account has Subaccounts available under the
Policy. Each Subaccount invests exclusively in shares representing an interest
in a separate corresponding portfolio of one of the Funds described below.

The assets of the Separate Account belong to us. Nonetheless, we do not charge
the assets in the Separate Account attributable to the Policies with
liabilities arising out of any other business, which we may conduct. The
Separate Account will, however, be available to cover the liabilities of our
General Account to the extent that the assets of the Separate Account exceed
its liabilities arising under the Policies supported by it. Income, and both
realized and unrealized gains and losses, are credited to or charged against
the Separate Account without regard to the income, gains, or losses arising out
of any other business we may conduct.

The Separate Account is registered with the SEC as a unit investment trust
under the Investment Company Act of 1940 ("1940 Act") and meets the definition
of a separate account under the federal securities laws. Registration with the
SEC does not involve supervision of the management or investment practices or
policies of the Separate Account by the SEC.

CHANGES TO THE SEPARATE ACCOUNT

The Separate Account may include other Subaccounts that are not available under
this Policy. We may substitute another Subaccount or insurance company separate
account under the Policy if, in our judgment, investment in a Subaccount should
no longer be possible or becomes inappropriate to the purposes of the Policies,
or if investment in another Subaccount or insurance company separate account is
in the best interest of Owners. The new Subaccounts may be limited to certain
classes of Policies, and the new portfolios may have higher fees and charges
than the portfolios they replaced. No substitution or elimination may take
place without prior notice to Owners and prior approval of the SEC and
insurance regulatory authorities, to the extent required by the 1940 Act and
applicable law.

We may also, where permitted by law:

. create new separate accounts;

. combine separate accounts, including combining a Separate Account with
another separate account establish by the Company;

. transfer assets of the Separate Account, which we determine to be
associated with the class of Policies to which this Policy belongs, to
another separate account;

. add new Subaccounts to or remove Subaccounts from the Separate Account,
or combine Subaccounts;

. make the Subaccounts available under other policies we issue;

. add new portfolios or remove existing portfolios;

. substitute new portfolios for any existing portfolios which we determine
is no longer appropriate in light of the purposes of the Separate
Account;

. deregister the Separate Account under the 1940 Act; and

. operate the Separate Account under the direction of a committee or in
another form.

The Portfolios

You decide the Subaccounts to which you direct Net Premiums. You may change
your premium allocation without penalty or charges. There is a separate
Subaccount which corresponds to each portfolio of a Fund offered in this
Policy.

Each Fund is registered with the SEC as an open-end management investment
company under the 1940 Act. The assets of each portfolio are separate from
other portfolios of a Fund and each portfolio has separate investment
objectives and policies. As a result, each portfolio operates as a separate
portfolio and the investment performance of one portfolio has no effect on the
investment performance of any other portfolio.

Before choosing a Subaccount to allocate your Net Premiums and assets,
carefully read the prospectus for each portfolio, along with this prospectus.
We summarize the investment objectives of each portfolio below. There is no
assurance that any of the portfolios will meet these objectives.

The investment objectives and policies of certain portfolios are similar to the
investment objectives and policies of other portfolios that may be managed by
the same investment adviser or manager. The investment results of the
portfolios, however, may be higher or lower than the results of such other
portfolios. There can be no assurance, and no representation is made, that the
investment results of any of the portfolios will be comparable to the
investment results of any other portfolio, even if the other portfolio has the
same investment adviser or manager, or if the other portfolio has a similar
name.

SUBACCOUNTS

You may invest in up to 10 Subaccounts of the portfolios listed below at any
one time.

Adviser (and Sub-Adviser(s),
Portfolio Investment Objective as applicable)
- -------------------------------------------------------------------------------------

AIM VARIABLE INSURANCE FUNDS

AIM V.I. Capital Seeks growth of capital. A I M Advisors,
Appreciation Fund -- Inc.
Series I Shares
- -------------------------------------------------------------------------------------
AIM V.I. Growth Fund -- Seeks growth of capital. A I M Advisors,
Series I Shares Inc.
- -------------------------------------------------------------------------------------
AIM V.I. Premier Equity Seeks to achieve long-term A I M Advisors,
Fund -- Series I Shares growth of capital. Income is a Inc.
secondary objective.
- -------------------------------------------------------------------------------------
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

Growth and Income Seeks reasonable current Alliance Capital
Portfolio -- income and reasonable Management, L.P.
Class B opportunity for appreciation
through investments primarily
in dividend-paying common
stocks of good quality. The
portfolio may also invest in
fixed-income securities and
convertible securities.
- -------------------------------------------------------------------------------------

Adviser (and Sub-Adviser(s),
Portfolio Investment Objective as applicable)
- --------------------------------------------------------------------------------------

Premier Growth Seeks growth of capital by Alliance Capital
Portfolio -- Class B investing predominantly in the Management, L.P.
equity securities of a limited
number of large, carefully
selected, high quality U.S.
companies judged likely to
achieve superior earnings.
- --------------------------------------------------------------------------------------
Quasar Portfolio -- Class Seeks growth of capital by Alliance Capital
B pursuing aggressive investment Management, L.P.
policies. This portfolio
invests based upon the
potential for capital
appreciation and only
incidentally for current
income. The investment
policies are aggressive.
- --------------------------------------------------------------------------------------
DREYFUS

Dreyfus Investment A non-diversified/1/ portfolio The Dreyfus
Portfolios -- Emerging seeking long-term capital Corporation
Markets Portfolio -- growth by typically investing
Initial Shares at least 80% of its assets in
the stocks of companies
organized, or with a majority
of its assets or business, in
emerging market countries.
- --------------------------------------------------------------------------------------
The Dreyfus Socially Seeks to provide capital The Dreyfus
Responsible Growth Fund, growth, with current income as Corporation (sub-
Inc. -- Initial Shares a secondary goal by investing adviser, NCM
primarily in the common stock Management Group,
of companies that in the Inc.)
opinion of the portfolio's
management, meet traditional
investment standards and
conduct their business in a
manner that contributes to the
enhancement of the quality of
life in America.
- --------------------------------------------------------------------------------------
FEDERATED INSURANCE SERIES

Federated High Income Seeks high current income. Federated
Bond Fund II -- Service Seeks to achieve its objective Investment
Shares by investing primarily in a Management Company
diversified portfolio of
professionally managed fixed-
income securities. The fixed-
income securities in which the
portfolio intends to invest
are lower-rated corporate debt
obligations, commonly referred
to as "junk bonds." The risks
of these securities and their
high yield potential are
described in the prospectus
for the Federated Insurance
Series, which should be read
carefully before investing.
- --------------------------------------------------------------------------------------
Federated International Seeks to provide long-term Federated Global
Small Company Fund II growth of capital. The Investment
portfolio pursues this Management Corp.
objective by investing at
least 65% of its assets in
equity securities of foreign
companies that have a market
capitalization at the time of
purchase of $1.5 billion or
less.
- --------------------------------------------------------------------------------------

Adviser (and Sub-Adviser(s),
Portfolio Investment Objective as applicable)
- --------------------------------------------------------------------------------------

FIDELITY VARIABLE INSURANCE PRODUCTS FUND ("VIP")

VIP Equity-Income Seeks reasonable income and Fidelity Management
Portfolio -- Service will consider the potential & Research Company;
Class 2 for capital appreciation. The (subadvised by FMR
portfolio also seeks a yield, Co., Inc.)
which exceeds the composite
yield on the securities
comprising the S&P 500 by
investing primarily in income-
producing equity securities
and by investing in domestic
and foreign issuers.
- --------------------------------------------------------------------------------------
VIP Growth Portfolio -- Seeks capital appreciation by Fidelity Management
Service Class 2 investing primarily in common & Research Company;
stocks of companies believed (subadvised by FMR
to have above-average growth Co., Inc.)
potential.
- --------------------------------------------------------------------------------------
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II ("VIP II")

VIP II Contrafund(R) Seeks long-term capital Fidelity Management
Portfolio -- Service appreciation by investing & Research Company
Class 2 mainly in common stocks and in (subadvised by
securities of companies whose Fidelity Management
value is believed to have not & Research (U.K.)
been fully recognized by the Inc., Fidelity
public. This portfolio invests Management &
in domestic and foreign Research (Far East)
issuers. This portfolio also Inc. and Fidelity
invests in "growth" stocks, Investments Japan
"value" stocks, or both. Limited; FMR Co.,
Inc.)
- --------------------------------------------------------------------------------------
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III ("VIP III")

VIP III Growth & Income Seeks high total return Fidelity Management
Portfolio -- Service through a combination of & Research Company
Class 2 current income and capital (subadvised by
appreciation by investing a Fidelity Management
majority of assets in common & Research (U.K.)
stocks with a focus on those Inc., Fidelity
that pay current dividends and Management &
show potential for capital Research (Far East)
appreciation. Inc. and Fidelity
Investments Japan
Limited; FMR Co.,
Inc.)
- --------------------------------------------------------------------------------------
VIP III Mid Cap Seeks long-term growth of Fidelity Management
Portfolio -- Service capital by investing primarily & Research Company
Class 2 in common stocks and at least (subadvised by
80% of total assets in Fidelity Management
securities of companies with & Research (U.K.),
medium market capitalizations. Inc. and Fidelity
Management &
Research Far East
Inc.)
- --------------------------------------------------------------------------------------
GE INVESTMENTS FUNDS, INC.

Income Fund Seeks to provide maximum GE Asset Management
income consistent with prudent Incorporated
investment management and
preservation of capital by
investing primarily in a
variety of investment-grade
debt securities, such as
mortgage-backed securities,
corporate bonds, U.S.
Government securities and
money market instruments.
- --------------------------------------------------------------------------------------
Mid-Cap Value Equity Fund Seeks to provide long-term GE Asset Management
growth of capital and future Incorporated
income by investing primarily
in equity securities of mid-
cap companies that the
investment adviser believes
are undervalued by the market
and have above-average growth
potential.
- --------------------------------------------------------------------------------------

Adviser (and Sub-Adviser(s),
Portfolio Investment Objective as applicable)
- ----------------------------------------------------------------------------------------

Money Market Fund Seeks to provide a high level GE Asset Management
of current income consistent Incorporated
with the preservation of
capital and maintenance of
liquidity by investing in
various types of U.S. dollar
denominated short-term money
market instruments.
- ----------------------------------------------------------------------------------------
Premier Growth Equity Seeks to provide long-term GE Asset Management
Fund growth of capital and future Incorporated
income rather than current
income by investing primarily
in a limited number of equity
securities of large and
medium-sized companies that
have above-average growth
histories and/or growth
potential.
- ----------------------------------------------------------------------------------------
S&P 500(R) Index Fund/2/ Seeks to provide growth of GE Asset Management
capital and accumulation of Incorporated
income that corresponds to the (subadvised by SSgA
investment return of the Funds Management,
Standard & Poor's 500 Inc.)
Composite Stock Price Index
through investment in common
stocks comprising that Index.
- ----------------------------------------------------------------------------------------
Small-Cap Value Equity Fund Seeks to provide long-term GE Asset Management
growth of capital by investing Incorporated
primarily in a portfolio of (subadvised by
equity securities of small- Palisade Capital
capitalization companies Management, L.L.C.)
traded on U.S. securities
exchanges or in the U.S. over-
the-counter markets. The
portfolio defines a small-cap
company as one with a market
capitalization within the
capitalization range of the
Russell 2000 Index.
- ----------------------------------------------------------------------------------------
U.S. Equity Fund Seeks to provide long-term GE Asset Management
growth of capital through Incorporated
investments primarily in
equity securities of U.S.
companies.
- ----------------------------------------------------------------------------------------
Value Equity Fund Seeks to provide long-term GE Asset Management
growth of capital and future Incorporated
income by investing primarily
in equity securities of
companies with large sized
market capitalizations that
the investment adviser
considers to be undervalued by
the market.
- ----------------------------------------------------------------------------------------
JANUS ASPEN SERIES

Aggressive Growth Portfolio A non-diversified/1/ portfolio Janus Capital
- -- Service Shares that seeks long-term growth of Management LLC
capital.
- ----------------------------------------------------------------------------------------

/1/A non-diversified portfolio is a portfolio that may hold a larger position
in a smaller number of securities than a diversified portfolio. This means
that a single security's increase or decrease in value may have a greater
impact on the return and net asset value of a non-diversified portfolio
than a diversified portfolio.
/2/"Standard & Poor's," "S&P," and "S&P 500" are trademarks of The McGraw-Hill
Companies, Inc. and have been licensed for use by GE Asset Management
Incorporated. The S&P 500(R) Index Fund is not sponsored, endorsed, sold or
promoted by Standard & Poor's, and Standard & Poor's makes no
representation or warranty, express or implied, regarding the advisability
of investing in this portfolio or the contract.

Adviser (and Sub-Adviser(s),
Portfolio Investment Objective as applicable)
- -------------------------------------------------------------------------------------

Balanced Portfolio -- Seeks long-term capital Janus Capital
Service Shares growth, consistent with Management LLC
preservation of capital and
balanced by current income.
- -------------------------------------------------------------------------------------
Capital Appreciation A non-diversified/1/ portfolio Janus Capital
Portfolio -- Service that seeks long-term growth of Management LLC
Shares capital.
- -------------------------------------------------------------------------------------
Global Life Sciences A non-diversified/1/ portfolio Janus Capital
Portfolio -- Service that seeks long-term growth of Management LLC
Shares capital.
- -------------------------------------------------------------------------------------
Global Technology A non-diversified/1/ portfolio Janus Capital
Portfolio -- Service that seeks long-term growth of Management LLC
Shares capital.
- -------------------------------------------------------------------------------------
Growth Portfolio -- Seeks long-term growth of Janus Capital
Service Shares capital in a manner consistent Management LLC
with the preservation of
capital.
- -------------------------------------------------------------------------------------
International Growth Seeks long-term growth of Janus Capital
Portfolio -- Service capital. Management LLC
Shares
- -------------------------------------------------------------------------------------
Worldwide Growth Seeks long-term growth of Janus Capital
Portfolio -- Service capital in a manner consistent Management LLC
Shares with the preservation of
capital.
- -------------------------------------------------------------------------------------
MFS(R) VARIABLE INSURANCE TRUST

MFS(R) Investors Growth Seeks to provide long-term Massachusetts
Stock Series -- Service growth of capital and future Financial Services
Class Shares income rather than current Company ("MFS(R)")
income. The portfolio pursues
this objective by investing,
at least 80% of its total
assets in common stocks and
related securities, of
companies MFS(R) believes
offer better than average
prospects for long-term
growth.
- -------------------------------------------------------------------------------------
MFS(R) Investors Trust Seeks to provide long-term Massachusetts
Series -- Service Class growth of capital and Financial Services
Shares secondarily to provide Company ("MFS(R)")
reasonable current income. The
portfolio pursues this
objective by investing, under
normal market conditions, at
least 65% of its total net
assets in common stocks and
related securities. This
series will also seek to
generate gross income equal to
approximately 90% of the
dividend yield on the Standard
& Poor's 500 Composite Index.
- -------------------------------------------------------------------------------------
MFS(R) New Discovery Seeks capital appreciation. Massachusetts
Series -- Service Class The portfolio pursues this Financial Services
Shares objective by investing at Company ("MFS(R)")
least 65% of its net assets in
equity securities of emerging
growth companies.
- -------------------------------------------------------------------------------------
MFS(R) Utilities Seeks capital growth and Massachusetts
Series -- Service Class current income. The portfolio Financial Services
Shares pursues this objective by Company ("MFS(R)")
investing at least 80% of its
total assets in equity and
debt securities of domestic
and foreign companies in the
utilities industry.
- -------------------------------------------------------------------------------------

Adviser (and Sub-Adviser(s),
Portfolio Investment Objective as applicable)
- --------------------------------------------------------------------------------------

OPPENHEIMER VARIABLE ACCOUNT FUNDS

Oppenheimer Global Seeks long-term capital OppenheimerFunds,
Securities Fund/VA -- appreciation by investing a Inc.
Service Shares substantial portion of assets
in securities of foreign
issuers, "growth-type"
companies, cyclical industries
and special situations that
are considered to have
appreciation possibilities.
The portfolio invests mainly
in common stocks of U.S. and
foreign issuers.
- --------------------------------------------------------------------------------------
Oppenheimer Main Street Seeks high total return, which OppenheimerFunds,
Growth & Income includes growth in the value Inc.
Fund/VA -- Service Shares of its shares as well as
current income, from equity
and debt securities. The
portfolio invests mainly in
common stocks of U.S.
companies.
- --------------------------------------------------------------------------------------
PIMCO VARIABLE INSURANCE TRUST

Foreign Bond Portfolio -- A non-diversified/1/ portfolio Pacific Investment
Administrative Class seeking to maximize total Management
Shares return, consistent with Company LLC
preservation of capital and
prudent investment management.
The portfolio primarily
invests in intermediate
maturity hedged non-U.S. fixed
income securities.
- --------------------------------------------------------------------------------------
High Yield Portfolio -- Seeks to maximize total Pacific Investment
Administrative Class return, consistent with Management
Shares preservation of capital and Company LLC
prudent investment management.
The portfolio primarily
invests in higher yielding
fixed income securities (also
known as "junk bonds").
- --------------------------------------------------------------------------------------
Long-Term U.S. Government Seeks to maximize total Pacific Investment
Portfolio -- return, consistent with the Management
Administrative Class preservation of capital and Company LLC
Shares prudent investment management.
The portfolio primarily
invests in long-term maturity
fixed income securities.
- --------------------------------------------------------------------------------------
Total Return Portfolio -- Seeks to maximize total return Pacific Investment
Administrative Class consistent with preservation Management
Shares of capital and prudent Company LLC
investment management. The
portfolio primarily invests in
intermediate maturity fixed
income securities.
- --------------------------------------------------------------------------------------
RYDEX VARIABLE TRUST

OTC Fund/3/ A non-diversified/1/ portfolio Rydex Global
that seeks to provide Advisors
investment results that
correspond to a benchmark for
over-the-counter securities by
investing primarily in
securities of companies
included in NASDAQ 100
Index(TM).
- --------------------------------------------------------------------------------------

Adviser (and Sub-Adviser(s),
Portfolio Investment Objective as applicable)
- -------------------------------------------------------------------------------------

VAN KAMPEN LIFE INVESTMENT TRUST

Comstock Portfolio -- The portfolio's investment Van Kampen Asset
Class II Shares objective is to seek capital Management Inc.
growth and income through
investments in equity
securities, including common
stocks, preferred stocks and
securities convertible into
common and preferred stocks.
- -------------------------------------------------------------------------------------
Emerging Growth The portfolio's investment Van Kampen Asset
Portfolio -- Class II objective is to seek capital Management Inc.
Shares appreciation.
- -------------------------------------------------------------------------------------

Not all of these portfolios may be available or in all markets.

We will purchase shares of the portfolios at net asset value and direct them to
the appropriate Subaccounts. We will redeem sufficient shares of the
appropriate portfolios at net asset value to pay surrender/partial surrender
proceeds or for other purposes described in the Policy. We automatically
reinvest all dividends and capital gain distributions of the portfolios in
shares of the distributing portfolios at their net asset value on the date of
distribution. In other words, we do not pay portfolio dividends or portfolio
distributions out to Owners as additional units, but instead reflect them in
unit values.

Shares of the portfolios are not sold directly to the general public. They are
sold to us, and they may also be sold to other insurance companies that issue
variable annuity and variable life insurance policies. In addition, they may be
sold to retirement plans.

When a Fund sells shares in any of its portfolios both to variable annuity and
to variable life insurance separate accounts, it engages in mixed funding. When
a Fund sells shares in any of its portfolios to separate accounts of
unaffiliated life insurance companies, it engages in shared funding.

Each Fund may engage in mixed and shared funding. Therefore, due to differences
in redemption rates or tax treatment, or other considerations, the interests of
various shareholders participating in a Fund could conflict. A Fund's Board of
Directors will monitor for the existence of any material conflicts, and
determine what action, if any, should be taken. See the prospectuses for the
Funds for additional information.

We have entered into agreements with either the investment adviser or
distributor of each of the Funds under which the adviser or distributor pays us
a fee ordinarily based upon an annual average percentage of the average
aggregate net amount we have invested on behalf of the Separate Account and
other separate accounts. These percentages differ, and some investment advisers
or distributors pay us a greater percentage than other advisors or
distributors. The amounts we receive under these agreements may be significant.
The agreements reflect administrative services we

provide. We may also receive Service Share fees from certain portfolios. These
fees are for the administrative services we provide to these portfolios and are
deducted from portfolio assets attributable to the Policies. In addition, our
affiliate, Capital Brokerage Corporation, the principal underwriter for the
Policies, may receive 12b-1 fees deducted from portfolio assets attributable to
the Policies for providing distribution and shareholder support services to
some of the portfolios. Because the Service Share fees and 12b-1 fees are paid
out of a portfolio's assets on an ongoing basis, over time they will increase
the cost of an investment in portfolio shares.

VOTING RIGHTS

As required by law, we will vote the portfolio shares of the portfolios held in
the Separate Account at special shareholder meetings based on instruction from
you. However, if the law changes and we are permitted to vote in our own right,
we may elect to do so.

Whenever a Fund calls a shareholders' meeting, Owners with voting interests in
a portfolio will be notified of issues requiring the shareholders' vote as soon
as possible before the shareholder meeting. Each person having a voting
interest in the portfolio will receive proxy voting materials, reports, other
materials, and a form with which to give us voting instructions.

We will determine the number of votes which you have the right to cast by
applying your percentage interest in a Subaccount to the total number of votes
attributable to the Subaccount. In determining the number of votes, we will
recognize fractional shares.

We will vote portfolio shares for which no timely instructions are received in
the same proportion to those that are received. We will apply voting
instructions to abstain on any item to be voted on a pro-rata basis to reduce
the number of votes eligible to be cast.

Since the portfolios may engage in mixed and shared funding, it is possible
that other persons or entities besides us may vote shares of the portfolio. See
"The Portfolios" provision of this prospectus.

Guarantee Account

Amounts in the Guarantee Account are held in, and are part of, our General
Account. The General Account consists of our assets other than those allocated
to this and other Separate Accounts. Subject to statutory authority, we have
sole discretion over the investment of assets of the General Account. The
assets of the General Account are chargeable with liabilities arising out of
any business we may conduct.

Due to certain exemptive and exclusionary provisions of the Federal securities
laws, we have not registered interests in the Guarantee Account under the
Securities Act of 1933 (the "1933 Act"), and we have not registered either the
Guarantee Account or our General Account as an investment company under the
1940 Act. Accordingly, neither the interests in the Guarantee Account nor our
General Account are generally subject to regulation under the 1933 Act and the
1940 Act. Disclosures relating to the interests in the Guarantee Account and
the General Account may, however, be subject to certain generally applicable
provisions of the Federal securities laws relating to the accuracy of
statements made in a registration statement. The Guarantee Account may not be
available in all markets. All assets in the Guarantee Account are subject to
liabilities from business operations.

You may allocate some or all of your premium payments and transfer some or all
of your assets to the Guarantee Account. We credit the portion of the assets
allocated to the Guarantee Account with interest (as described below). Assets
in the Guarantee Account are subject to some, but not all, of the charges we
assess in connection with the Policy. See the "Charges and Deductions"
provision of this prospectus.

Each time you allocate premium payments or transfer assets to the Guarantee
Account, we establish an interest rate guarantee period. For each interest rate
guarantee period, we guarantee an interest rate for a year. At the end of an
interest rate guarantee period, a new interest rate will become effective, and
a new interest rate guarantee period will commence with respect to that portion
of the assets in the Guarantee Account represented by that particular
allocation.

The initial interest rate guarantee period for any allocation will be one year
or longer. Subsequent interest rate guarantee periods will each be at least one
year. We may credit additional rates of interest for specified periods from
time to time. We determine the interest rates in our sole discretion. The
determination made will be influenced by, but not necessarily correspond to,
interest rates available on fixed income investments which we may acquire with
the amounts we receive as premium payments or transfers of assets under the
Policies. You will have no direct or indirect interest in these investments. We
also will consider other factors in determining interest rates for a guarantee
period including, but not limited to, regulatory and tax requirements, sales
commissions, and administrative expenses borne by us, general economic trends,
and competitive factors. Amounts you allocate to the Guarantee

Account will not share in the investment performance of our General Account. We
cannot predict or guarantee the level of interest rates in future guarantee
periods. However, the interest rates for any interest guarantee period will be
at least the guaranteed interest rate shown in your Policy.

We will notify Owners in writing at least 10 days prior to the expiration date
of any interest rate guarantee period about the then currently available
interest rate guarantee periods and the guaranteed interest rates applicable to
such interest rate guarantee periods. A new interest rate guarantee period will
commence automatically unless we receive written notice prior to the end of the
30 day period following the expiration of the interest rate guarantee period
("30 day window") of your election of a different interest rate guarantee
period from among those being offered by us at the time, or instructions to
transfer all or a portion of the remaining amount to one or more Subaccounts
subject to certain restrictions. (See the "Transfers" provision of this
prospectus.) During the 30-day window, the allocation will accrue interest at
the new interest rate guarantee period's interest rate.

To the extent permitted by law we reserve the right at any time to offer
interest rate guarantee periods that differ from those available when we first
issued the Policy, and to credit additional interest on premium payments and
assets allocated to the Guarantee Account participating in the dollar-cost
averaging program. See the "Dollar-Cost Averaging" provision of this
prospectus. (This may not be available to all classes of Policies). We also
reserve the right, at any time, to stop accepting premium payments or transfers
of assets to a particular interest rate guarantee period. Since the specific
interest rate guarantee periods available may change periodically, please
contact our Service Center to determine the interest rate guarantee periods
currently being offered.

Charges and Deductions

This section describes the charges and deductions we make under the Policy to
compensate us for the services and benefits we provide, costs and expenses we
incur, and risks we assume. The services and benefits we provide include:

. the partial surrender, surrender, Policy loan and Death Benefits under
the Policy;

. Investment Options, including Net Premium allocations, dollar-cost
averaging and portfolio rebalancing programs;

. administration of various elective options under the Policy; and

. the distribution of various reports to Owners.

The costs and expenses we incur include:

. those associated with underwriting applications, increases in Specified
Amount, and riders;

. various overhead and other expenses associated with providing the
services and benefits provided by the Policy;

. sales and marketing expenses, including compensation paid in connection
with sales of the Policies; and

. other costs of doing business, such as Federal, state and local premium
and other taxes and fees.

The risks we assume include:

. that Insured(s) may live for a shorter period of time than estimated,
resulting in the payment of greater Death Benefits than expected;

. that the costs of providing the services and benefits under the Policies
will exceed the charges deducted; and

. that the Guarantee Account assets will earn less than the guaranteed
interest rate we credit.

We may profit from any charges deducted, such as the mortality and expense risk
charge. We may use any such profits for any purpose, including payment of
distribution expenses.

PREMIUM CHARGE

We currently deduct a 5% charge from each premium before placing the resulting
Net Premium in the Subaccounts or the Guarantee Account. This charge is
guaranteed not to exceed 7.5%. We currently do not deduct the maximum 7.5%
premium charge but reserve the right to do so. We will not assess the premium
charge against the Policy loan portion of a premium received from the rollover
of a life insurance policy.

MONTHLY DEDUCTION

We take a monthly deduction on the Policy Date and each Monthly Anniversary
Date from your Account Value. The monthly deduction for each Policy consists
of:

. the cost of insurance charge (discussed below);

. the mortality and expense risk charge (discussed below);

. a current monthly policy charge of $5 ($8 per month maximum);

. a maximum monthly expense charge of $0.83 per $1,000 of Base Specified
Amount for the first 10 Policy years. The monthly expense charge is based
on the initial Base Specified Amount for the first 10 Policy years and
varies by Age(s), gender and rating class (excluding the Specified Amount
attributable to any supplemental benefits). A maximum monthly expense of
$0.83 per $1,000 of Modified Base Specified Amount is assessed until the
Insured attains Age 100 (this charge varies by Age(s), gender and rating
class). If an increase in Base Specified Amount becomes effective, there
will be an additional maximum charge of $0.83 per $1,000 of increase
included in the monthly deduction for the first 10 Policy years following
the increase. If an increase in Modified Base Amount becomes effective,
there will be an additional maximum charged $0.83 per $1,000 increase
included in the monthly deduction until the insured reaches Age 100
following the increase. See the "Changing the Specified Amount" provision
of this prospectus; and

. any charges for additional benefits added by riders to the Policy (see
the "Supplemental Benefits" provision of this prospectus).

We currently deduct monthly a mortality and expense risk charge at an effective
annual rate of 0.50% of the first $100,000 of unloaned assets in the
Subaccounts (0.50% of the first $200,000 of unloaned assets in the Subaccount
for a joint and last survivor Policy). For the first 20 Policy years, we also
deduct a mortality and expense risk charge for unloaned assets in the
Subaccounts above $100,000 ($200,000 for a joint and last survivor Policy) at
an annual effective rate of 0.10%. Beginning with Policy year 21, we do not
deduct a mortality and expense risk charge for unloaned assets in the
Subaccounts over $100,000 ($200,000 for joint and last survivor Policy). We
will not increase this charge for the duration of your Policy.

The mortality risk we assume is the risk that Insured(s) may live for a shorter
period of time than estimated and, therefore, a greater amount of Death Benefit
Proceeds than expected will be payable. The expense risk we assume is that
expenses incurred in issuing and administering the Policies will be greater
than estimated and, therefore, will exceed the expense charge limits set by the
Policies.

We will deduct the monthly deduction from the Subaccounts and the Guarantee
Account based on your written instructions. If you do not provide us with
written

instructions, we will deduct the monthly deduction from the Subaccounts and the
Guarantee Account in proportion to your assets in each Subaccount and the
Guarantee Account.

COST OF INSURANCE

The cost of insurance is a significant charge under your Policy because it is
the primary charge for the Death Benefit we provide you. The cost of insurance
charge depends on a number of factors (Age, gender, Policy duration, and risk
class) that cause the charge to vary from Policy to Policy and from Monthly
Anniversary Date to Monthly Anniversary Date. We will determine the risk class
(and therefore the rates) separately for the initial Specified Amount and for
any increase in Specified Amount that requires evidence of insurability.

For a joint and last survivor Policy, we determine the cost of insurance in a
manner that reflects the anticipated mortality of both Insureds and the fact
that the Death Benefit is not payable until the death of the last surviving
Insured.

We calculate the cost of insurance on each Monthly Anniversary Date based on
your net amount at risk. We determine your net amount at risk by the following
formula:

Death Benefit
Proceeds
-------------- -- Account Value
1.0032737

To determine your cost of insurance for a particular Policy Month, we divide
your net amount at risk by 1000 and multiply that result by the applicable cost
of insurance rate. If Death Benefit Option A or Option B is in effect, and the
Specified Amount has increased, we first consider the Account Value part up to
the initial Specified Amount. If the Account Value is more than the initial
Specified Amount, we will allocate that Account Value to the increases in
Specified Amount in the order of such increases. If Death Benefit Option C is
in effect, and the Specified Amount has increased, we first consider Account
Value part of the initial Specified Amount. If Account Value is more than the
initial Specified Amount plus premium payments, we will allocate that Account
Value to the increases in Specified Amount.

The cost of insurance rate for an Insured is based on his or her Age, gender,
Policy duration and applicable risk class. We currently place Insureds in the
following risk classes when we issue the Policy, based on our underwriting:

. a male or female or unisex risk class (where appropriate under applicable
law); and

. a nicotine use or no nicotine use risk class.

In addition, some Insureds may qualify for a preferred rating. The original
risk class applies to the initial Specified Amount. If an increase in Specified
Amount is

approved, a different risk class may apply to the increase, based on an
Insured's circumstances at the time of the increase.

We may change the cost of insurance rates from time to time at our sole
discretion, but we guarantee that the rates we charge will never exceed the
maximum rates shown in your Policy. These rates are based on the Commissioners'
1980 Standard Ordinary Mortality Tables. The maximum cost of insurance rates
are based on the Insured's Age nearest birthday at the start of the Policy
year. Modifications to cost of insurance rates are made for risk classes other
than standard. The rates we currently charge are, at most ages, lower than the
maximum permitted under the Policies and depend on our expectation of future
experience with respect to mortality, interest, expenses, persistency, and
taxes. A change in rates will apply to all persons of the same Age, gender
(where applicable), and risk class and whose Policies have been in effect for
the same length of time.

We will deduct the cost of insurance charge from the Subaccounts and the
Guarantee Account based on your written instructions. If you do not provide us
with written instructions, we will deduct the cost of insurance charge
proportionately from your assets in the Subaccounts and the Guarantee Account.
The monthly deduction for cost of insurance charges will end on the Policy
Anniversary Date on which the Insured under a single life Policy or the
youngest Insured under a joint and last survivor Policy reaches Attained Age
100.

SURRENDER CHARGE

If you fully surrender your Policy during the surrender charge period, we will
deduct a surrender charge. The maximum surrender charge we will assess is
$37.19 per $1,000 of Specified Amount. We calculate the surrender charge by
multiplying a factor times the lowest Specified Amount in effect before the
surrender, divided by 1000. The factor depends on the issue Age and gender
(where applicable), of the Insured. For a joint and last survivor Policy, the
factor depends on the issue Age, gender (where applicable) and risk class of
both Insureds. The surrender charge remains level for the first five Policy
years and then decreases each Policy Month to zero over the next 5 Policy
years. We will deduct the surrender charge before we pay the Surrender Value.

If you increase the Specified Amount (other than as a result of a change in
Death Benefit option), you will also incur a surrender charge. The factor used
in determining the amount of the surrender charge depends on the issue Age of
the Insured for a single life Policy or both Insureds for a joint and last
survivor Policy. The charge will apply to the increase in Specified Amount.

If you decrease the Specified Amount to less than the lowest Specified Amount
that had previously been in effect (other than as a result of partial
surrenders or changes in Death Benefit options), you will also incur a
surrender charge. The amount of the surrender charge will be based:

(1) first upon any surrender charge in effect for the most recent increase
in Specified Amount;

(2) then upon any surrender charge in effect for the next most recent
increases in Specified Amount in succession; and

(3) finally upon the surrender charge in effect for the original Specified
Amount.

We disclose the surrender charges on the data pages of your Policy. Upon
request, we will illustrate the surrender charges that apply to your Policy.

We do not assess a surrender charge for partial surrenders.

PARTIAL SURRENDER PROCESSING FEE

We currently do not assess a processing fee for partial surrenders. However, we
reserve the right to deduct a partial surrender processing fee in the future.
The fee will not exceed the lesser of $25 or 2% of the amount surrendered.

OTHER CHARGES

Upon written request, we will provide a projection of illustrative future life
insurance and Account Value proceeds. We reserve the right to charge a maximum
fee of $25 for the cost of preparing the illustration.

There are deductions from and expenses paid out of the assets of each portfolio
that are more fully described in each portfolio's prospectus.

In addition, we reserve the right to impose a transfer charge of up to $20 for
each transfer after the twelfth transfer in a Policy year. This charge will be
at cost with no profit to us. We currently do not assess a transfer charge.

REDUCTION OF CHARGES FOR GROUP SALES

We may reduce charges and/or deductions for sales of the Policies to a trustee,
employer or similar entity representing a group or to members of the group
where such sales result in savings of sales or administrative expenses. We will
base these discounts on the following:

(1) The size of the group. Generally, the sales expenses for each
individual Owner for a larger group are less than for a smaller group
because more Policies can be implemented with fewer sales contacts and
less administrative cost.

(2) The total amount of premium payments to be received from a group. Per
Policy sales and other expenses are generally proportionately less on
larger premium payments than on smaller ones.

(3) The purpose for which the Policies are purchased. Certain types of
plans are more likely to be stable than others. Such stability reduces
the number of sales contacts and administrative and other services
required, reduces sales administration and results in fewer Policy
terminations. As a result, our sales and other expenses are reduced.

(4) The nature of the group for which the Policies are purchased. Certain
types of employee and professional groups are more likely to continue
Policy participation for longer periods than are other groups with more
mobile membership. If fewer Policies are terminated in a given group,
our sales and other expenses are reduced. Likewise, we may realize
reduced sale and other expenses for sales to groups that are affiliated
with us or with whom we transact business, such as our own employees,
the employees of our affiliated companies, the employees of
broker/dealers with whom we have selling agreements and the employees
of our other business partners, including family members of such
employees.

(5) Other circumstances. There may be other circumstances of which we are
not presently aware, which could result in reduced sales expenses.

If, after we consider the factors listed above, we determine that a group
purchase would result in reduced sales expenses, we may reduce the charges
and/or deductions for each group. Reductions in these charges and/or deductions
will not be unfairly discriminatory against any person, including the affected
Owners and all other owners of Policies funded by the Separate Account.

We may also reduce charges and/or deductions for sales of the Policies for a
director, officer, employee or registered representative of a broker-dealer or
insurance agency that has a current selling agreement for the Policy with the
Company to the extent we realize savings of sales and administrative expenses.

We may also reduce charges and/or deductions for sales of the Policies for
persons related to the above persons, specifically the then current spouse,
parents, siblings, child(ren) or other legal dependents under the age of 21.

Persons noted above must be either the Owner or the Insured of a Policy issued
pursuant to this prospectus.

Any such reduction in charges and/or deductions will be consistent with the
standards we use in determining the reduction in charges and/or deductions for
other group arrangements.

The Policy

The Policy is a flexible premium variable life insurance policy. We may issue
the Policy either on the life of a single Insured or the lives of two Insureds
on a joint and last survivor basis. We describe your rights and benefits below
and in the Policy.

APPLYING FOR A POLICY

To purchase a Policy, you must complete an application and you or your agent
must submit it to us at our Service Center. You also must pay an initial
premium of a sufficient amount. See the "Premiums" provision of this
prospectus. You can submit your initial premium with your application or at a
later date. If you submit your initial premium with your application, please
remember that we will place your premium in a non-interest bearing account for
a certain amount of time. See the "Allocating Premiums" provision of this
prospectus. Coverage generally becomes effective as of the Policy Date.

Generally, we will issue a Policy on a single Insured basis covering an Insured
up to Age 85 and on a joint and last survivor basis covering Insureds from Age
20 up to Age 85 if evidence of insurability satisfies our underwriting rules.
Required evidence of insurability may include, among other things, a medical
examination of the Insured. We may, in our sole discretion, issue a Policy
covering an Insured over Age 85. We may reject an application for any lawful
reason and in a manner that does not unfairly discriminate against similarly
situated purchasers.

If we do not receive the full first premium with your application, the
insurance will become effective on the effective date. This date is the date
that we receive your premium and that we deliver your Policy. All persons
proposed for insurance must be insurable on the Policy Date.

If premium is accepted with the application, the Temporary Insurance
Application Agreement ("TIAA") must be completed, signed and returned to us
with the application and you should keep a copy. TIAA guidelines limit
availability of temporary insurance to proposed Insured(s) between the ages of
15 days and 70 years and who answer "No" to all questions on the TIAA.

Temporary insurance begins on the date the TIAA is signed. The coverage will
automatically end and the entire amount remitted with the application will be
returned without interest to or for the benefit of you on the earliest of the
following dates:

(1) the date you withdraw the application;

(2) 45 days after the date of the Temporary Insurance Agreement if we have
not received a properly completed and signed Application -- Part II --
Medical History and all medical examinations and tests required by us
as set forth in our Initial Submission Guidelines;

(3) the date we send notice to you at the address shown on the Application
that we have declined to issue the Policy; and

(4) 90 days after the date of the Temporary Insurance Agreement.

Temporary Insurance will also end on the date when insurance takes effect under
the Policy, at which point the amount remitted will be applied to the Policy.

OWNER

You have rights in the Policy during the Insured's lifetime under a single life
Policy and during the lifetimes of both Insureds under a joint and last
survivor Policy. If you die before an Insured and there is no contingent Owner,
ownership will pass to your estate.

We will treat Joint Owners as having equal undivided interests in the Policy.
All Owners must together exercise any ownership rights in the Policy. If the
last surviving joint Owner dies before the Insured under a single life Policy
or the last surviving Insured under a joint and last survivor Policy and there
is no contingent Owner, ownership will pass to your estate.

BENEFICIARY

You designate the primary Beneficiary(ies) and contingent Beneficiary(ies) when
you apply for the Policy. You may name one or more primary Beneficiary(ies) or
contingent Beneficiaries. We will pay the proceeds to the surviving primary
Beneficiary(ies) if any (or surviving contingent Beneficiary(ies) if there is
no surviving primary Beneficiary(ies)) in equal shares, unless you request
otherwise.

Unless an Optional Payment Plan is chosen, we will pay the death proceeds in a
lump sum to the primary Beneficiary(ies). If the primary Beneficiary(ies) dies
before the Insured under a single life Policy or the last surviving Insured
under a joint and last survivor Policy, we will pay the proceeds to the
contingent Beneficiary(ies). If there is no surviving contingent
Beneficiary(ies) we will pay the proceeds to you or your estate.

CHANGING THE OWNER OR BENEFICIARY

During an Insured's life, you may change the Owner. You may change the
Beneficiary during an Insured's life (unless the Beneficiary was designated as
an irrevocable Beneficiary). To make this change, please write our Service
Center. The request and the change must be in a form satisfactory to us and we
must actually receive the request. The change will take effect as of the date
you signed the request.

CANCELING A POLICY

You may cancel your Policy during the "free-look period" by returning it to us
at our Service Center. The free-look period expires 10 days after you receive
the Policy. The free-look period is longer if required by state law. If you
decide to cancel the Policy during the free-look period, we will treat the
Policy as if it had never been issued. Within 7 calendar days after we receive
the returned Policy, we will refund an amount equal to the sum of all premiums
paid for the Policy, or other amounts as required under state law.

Premiums

GENERAL

The premium amounts sufficient to fund a Policy depend on a number of factors,
such as the Age, gender (where applicable), and risk class of a proposed
Insured, the desired Specified Amount, any supplemental benefits, investment
performance of the Subaccounts and interest credited under the Guarantee
Account. We will usually credit your initial premium payment to the Policy on
the later of the date we approve your application and the date we receive your
payment. We will credit any subsequent premium payment to the Policy on the
Valuation Day we receive the payment at our Service Center. After you pay the
initial premium, you may make unscheduled premium payments in any amount and at
any time subject to certain restrictions.

When you apply for the Policy, you will choose one of two alternative tests to
evaluate whether your Policy qualifies as life insurance under the Code. If you
choose the Guideline Premium Test, the total premiums you pay may not exceed
the guideline premium limitation for life insurance set forth in the Code as
shown in your Policy. We may reject any premium, or any portion of a premium,
that would result in the Policy being disqualified as life insurance under the
Code. We will refund any rejected premium along with any interest it accrued.
If you choose the Cash Value Accumulation Test, the terms of the Policy require
that the Death Benefit equal at least a factor (set forth in the Policy, and
which is dependent upon the age of the Insured(s)) multiplied by the Account
Value. Once chosen, you cannot change your choice later. You should consult a
tax adviser before making your choice.

For your convenience, we will monitor Policies and will attempt to notify you
on a timely basis if your Policy is in jeopardy of becoming a Modified
Endowment Contract under the Code. See the "Tax Considerations" provision of
this prospectus. We reserve the right to limit the number and amount of any
unscheduled premium payments.

TAX-FREE EXCHANGES (1035 EXCHANGES)

We will accept money from another contract as part of your initial premium, if
that contract qualifies for a tax-free exchange under Section 1035 of the Code.
If you contemplate such an exchange, you should consult a tax advisor to learn
the potential tax effects of such a transaction. We will accept 1035 exchanges
even if there is an outstanding loan on the other policy, so long as the
outstanding loan is no more than 50% of the rollover premium. We may allow
higher loan percentages. Replacing your existing coverage with this Policy may
not be to your advantage.

CERTAIN INTERNAL EXCHANGES

If you replace an existing GE Capital Life Assurance Company of New York fixed
permanent life insurance policy with this Policy, we may waive some or all of
any applicable surrender charge on the fixed permanent life insurance policy,
provided that:

(1) the fixed permanent life insurance policy has a positive Surrender
Value at the time of the exchange; and

(2) the entire Account Value in the fixed permanent life insurance policy
is rolled over into the Policy.

If you qualify, the maximum amount of surrender charge we will waive on the
fixed permanent life insurance policy is equal to 0.05 multiplied by the
Account Value.

PERIODIC PREMIUM PLAN

When you apply for a Policy, you may select a periodic premium payment plan.
Under this plan, you may choose to receive a premium notice either annually,
semi-annually, or quarterly. You can also arrange for annual, semi-annual,
quarterly or monthly premium payments paid via automatic deduction from your
bank account or any other similar account we accept. You are not required to
pay premiums in accordance with this premium plan; you can pay more or less
than planned or skip a planned premium payment entirely. Subject to our
administrative servicing guidelines, you can change the amount of planned
premiums or switch between frequencies, whenever you want by providing
satisfactory instructions to our Service Center. Any change will be effective
upon our receipt of the instructions. Depending on the Account Value at the
time of an increase in the Specified Amount and the amount of the increase
requested, a change in your periodic premium payments may be advisable. See the
"Changing the Specified Amount."

MINIMUM PREMIUM PAYMENT

Generally, the minimum amount of premium we will accept in connection with a
periodic premium payment plan is $50. Please keep in mind that you may have to
pay a higher amount to keep the Policy in force. Even if you pay the minimum
premium amount, your Policy may lapse. See the "Premium to Prevent Termination"
provision of this prospectus. For purposes of the minimum premium payment
requirements, we deem any payment to be a Planned Periodic Premium if we
receive it within 30 days (before or after) of the scheduled date for a Planned
Periodic Premium payment and the percentage difference between the planned
amount and the actual payment amount is not more than 10%. We will deem all
other premium payments to be unscheduled premium payments. Unless you direct us
otherwise, we apply unscheduled premium payments first to repay any Policy
Debt.

ALLOCATION PREMIUMS

When you apply for a Policy, you specify the percentage of your Net Premium we
allocate to each Subaccount and the Guarantee Account. You may only direct your
Net Premiums and assets to not more than 10 Subaccounts plus the Guarantee
Account at any given time. You can change the allocation percentages by writing
or calling our Service Center. The change will apply to all premiums we receive
with or after we receive your instructions. Net Premium allocations must be in
percentages totaling 100%, and each allocation percentage must be a whole
number.

Until we approve your application, receive all necessary forms including any
subsequent amendments to the application, and receive the entire initial
premium, we will place any premiums you pay into a non-interest bearing
account. We will then allocate your initial Net Premiums and any Net Premiums
received within 15 days after the Policy Date to the GE Investments Funds,
Inc. -- Money Market Fund ("Money Market Subaccount"). The entire value will
remain in the Money Market Subaccount for 15 days after the Policy Date. After
15 days the assets in the Money Market Subaccount will be transferred in
accordance with your Net Premium allocation instructions. Any Net Premium
received after 15 days from the Policy Date will be allocated in accordance to
your instructions.

How Your Account Value Varies

ACCOUNT VALUE

Your Account Value is the entire amount we hold under your Policy for you. The
Account Value serves as a starting point for calculating certain values under a
Policy. It is the sum of the total amount under the Policy in each Subaccount,
the Guarantee Account and the amount held in the General Account to secure
Policy Debt. We determine your Account Value first on your Policy Date (or on
the date we receive your initial premium, if later) and after that on each
Valuation Day. Your Account Value will vary to reflect the performance of the
Subaccounts and interest credited under the Guarantee Account to which you have
allocated amounts and also will vary to reflect Policy Debt, charges for the
monthly deduction, mortality and expense risk charges, transfers, partial
surrenders, and Policy Debt repayments. Your Account Value may be more or less
than the premiums you paid and you bear the investment risk with respect to the
amounts allocated to the Subaccounts.

SURRENDER VALUE

The Surrender Value on a Valuation Day is the Account Value reduced by both any
surrender charge that we would deduct if you surrendered the Policy that day
and any Policy Debt.

SUBACCOUNT VALUES

On any Valuation Day, the value of a Subaccount equals the number of Subaccount
units we credit to the Policy multiplied by the unit value for that day. When
you make allocations to an Subaccount, either by Net Premium allocation,
transfer of assets, transfer of Policy Debt loan interest from the General
Account, or repayment of a Policy loan, we credit your Policy with units in
that Subaccount. We determine the number of units by dividing the amount
allocated, transferred or repaid to the Subaccount by the Subaccount's unit
value for the Valuation Day when we effect the allocation, transfer or
repayment.

The number of units we credit to a Policy will decrease whenever we take the
allocated portion of the monthly deduction, you take a Policy loan or a partial
surrender from the Subaccount, you transfer an amount from the Subaccount, you
take a partial surrender from the Subaccount, or you surrender the Policy.

UNIT VALUES

We arbitrarily set the unit value for each Subaccount at $10 when we
established the Subaccount. After that, a Subaccount's unit value varies to
reflect the investment experience of the underlying portfolio, and may increase
or decrease from one Valuation Day to the next. We determine unit value, after
a Subaccount's operations begin, by multiplying the net investment factor for
that Valuation Period by the unit value for the immediately preceding Valuation
Period.

NET INVESTMENT FACTOR

The net investment factor for a Valuation Period is (a) divided by (b), where:

(a) is the result of:

(1) the value of the assets at the end of the preceding Valuation Period;
plus

(2) the investment income and capital gains, realized or unrealized,
credited to those assets at the end of the Valuation Period for which
the net investment factor is being determined; minus

(3) the capital losses, realized or unrealized, charged against those
assets during the Valuation Period; minus

(4) any amount charged against the Separate Account for taxes, or any
amount we set aside during the Valuation Period as a provision for
taxes attributable to the operation or maintenance of the Separate
Account; and

(b) is the value of the assets in the Subaccount at the end of the
preceding Valuation Period.

Transfers

GENERAL

You may transfer assets among the Subaccounts and the Guarantee Account at any
time. Transfer requests may be made in writing or in any other form acceptable
to us.

A transfer will take effect as of the end of the Valuation Period during which
we receive your request at our Service Center. We may place limitations on
multiple transfer requests made at different times during the same Valuation
Period involving the same Subaccounts.

We may defer transfers under the same conditions that we may delay paying
proceeds. See the "Requesting Payments" provision of this prospectus.
Currently, there is no limit on the number of transfers among the Subaccounts
and the Guarantee Account, but we reserve the right to limit the number of
transfers to 12 each calendar year. We reserve the right to modify, restrict,
suspend or eliminate the transfer privileges, including telephone transfer
privileges, at any time, for any reason. We may not honor transfers made by
third parties. See the "Transfers by Third Parties" provision of this
prospectus.

We also reserve the right to impose restrictions on transfers involving the
Guarantee Account. Such restrictions may include permitting transfers from an
interest rate guarantee period only during the 30 day period immediately
following the end of the guarantee period, limiting the amount of assets
available for transfer at any one time to 25% of the allocations to the
Guarantee Account plus accrued interest and prohibiting transfers to the
Guarantee Account for the six month period following a transfer from the
Guarantee Account.

Sometimes, we may not honor your transfer request. We may not honor your
transfer request:

(1) if any Subaccount that would be affected by the transfer is unable to
purchase or redeem shares of the portfolio in which the Subaccount
invests;

(2) if the transfer is a result of more than one trade involving the same
Subaccount within a 30 day period;

(3) if necessary for the Policy to qualify as life insurance under the
Code; or

(4) if the transfer would adversely affect accumulation unit values. This
may occur if the transfer would affect one percent or more of the
relevant Fund's total assets.

We also may not honor transfers made by third parties. (See the "Transfers by
Third Parties") provision of this prospectus.

When thinking about a transfer of assets, you should consider the inherent risk
involved. Frequent transfers based on short-term expectations may increase the
risk that you will make a transfer at an inopportune time.

DOLLAR-COST AVERAGING

The dollar-cost averaging program permits you to systematically transfer on a
monthly or quarterly basis a set dollar amount from the Subaccount investing in
the GE Investments Funds, Inc. -- Money Market Fund (the "Money Market
Subaccount") or the Guarantee Account to any combination of Subaccounts other
than the Money Market Subaccount (as long as the total number of Subaccounts
used does not exceed the maximum number allowed under the Policy). The dollar-
cost averaging method of investment is designed to reduce the risk of making
purchases only when the price of units is high, but you should carefully
consider your financial ability to continue the program over a long enough
period of time to purchase units when their value is low as well as when it is
high. Dollar-cost averaging does not assure a profit or protect against a loss.

You may participate in the dollar-cost averaging program by completing a
dollar-cost averaging agreement, or calling our Service Center. To use the
dollar-cost averaging program, you must transfer at least $100 from the Money
Market Subaccount or the Guarantee Account to any Subaccount other than the
Money Market Subaccount. If any transfer would leave less than $100 in the
Investment Option from which transfers are being made, we will transfer the
entire amount. Once elected, dollar-cost averaging remains in effect from the
date we receive your request until the value of the Investment Option from
which transfers are being made is depleted, or until you cancel the program by
written request or by telephone if we have your telephone authorization on
file. The dollar-cost averaging program will start 30 days after we receive
your premium payment and instructions, unless you specify an earlier date. (See
the "Allocating Premiums" provision for a description of when this occurs.)

There is no additional charge for dollar-cost averaging, and we do not consider
a transfer under this program a transfer for purposes of assessing a transfer
charge, nor for calculating any limit on the maximum number of transfers we may
impose for a calendar year. We reserve the right to discontinue or modify the
dollar-cost averaging program at any time and for any reason.

PORTFOLIO REBALANCING

Once you allocate your premium among the Subaccounts, the performance of each
Subaccount may cause your allocation to shift. You may instruct us to
automatically rebalance (on a quarterly, semi-annual or annual basis) your
assets to return to the percentages specified in your allocation instructions.
You may elect to participate in the portfolio rebalancing program at any time
by completing the portfolio rebalancing agreement. Your percentage allocations
must be in whole percentages. Subsequent changes to your percentage allocations
may be made at any time by writing or calling our Service Center. Once elected,
portfolio rebalancing remains in effect from the

date we receive your request until you instruct us to discontinue portfolio
rebalancing. There is no additional charge for using portfolio rebalancing, and
we do not consider a portfolio rebalancing transfer a transfer for purposes of
calculating any limit on the maximum number of transfers we may impose for a
calendar year. We reserve the right to discontinue or modify the portfolio
rebalancing program at any time and for any reason. Portfolio rebalancing does
not guarantee a profit or protect against a loss. We also reserve the right to
exclude certain Subaccounts from portfolio rebalancing. The Guarantee Account
does not participate in portfolio rebalancing.

TRANSFERS BY THIRD PARTIES

As a general rule and as a convenience to you, we allow you to give a third
party the right to effect transfers on your behalf. However, when the same
third party makes transfers for many Owners, the result can be simultaneous
transfers involving large amounts of assets. Such transfers can disrupt the
orderly management of the portfolios underlying the Policy, can result in
higher costs to Owners, and are generally not compatible with the long-range
goals of Owners. We believe that such simultaneous transfers effected by such
third parties are not in the best interests of all shareholders of the
portfolios underlying the Policies, and the managements of those portfolios
share this position.

Therefore, to the extent necessary to reduce the adverse effects of
simultaneous transfers made by third parties who make transfers on behalf of
multiple owners, we may not honor such transfers. Also, we will institute
procedures to assure that the transfer requests that we receive have, in fact,
been made by the Owners in whose names they are submitted. These procedures
will not, however, prevent Owners from making their own transfer requests.

Death Benefits

As long as the Policy remains in force, we will pay the Death Benefit upon
receipt at our Service Center of satisfactory proof of the Insured's death
(last surviving insured for a joint and last survivor policy). See the
"Requesting Payments" provision of this prospectus. We will pay the Death
Benefit to the named Beneficiary(ies).

AMOUNT OF DEATH BENEFIT PAYABLE

The amount of Death Benefit payable equals:

. the Death Benefit Proceeds determined under the Death Benefit option in
effect on the date of death of the Insured under a single life Policy and
the Last Insured under a joint and last survivor Policy;

. plus any supplemental Death Benefits provided by rider;

. minus any Policy Debt on that date; and

. minus the premium that would have been required to keep the Policy in
force if the date of death occurred during a grace period.

Under certain circumstances, we may further adjust the amount of the Death
Benefit payable. See the "Incontestability," the "Misstatement of Age or
Gender" and the "Suicide" provisions of this prospectus.

The minimum Specified Amount is $100,000 under a single life Policy and
$200,000 under a joint and last survivor Policy.

DEATH BENEFIT OPTIONS

A Policy must satisfy either one of two tests to qualify as a life insurance
contract for purposes of Section 7702 of the Code. At the time of application,
you must choose either the Cash Value Accumulation Test or the Guideline
Premium Test. Once chosen, the tax qualification test cannot be changed. For
each tax qualification test, there are three Death Benefit options available
under the Policy. The Death Benefit will be the greater of the Death Benefit
under the Death Benefit option you select or the Minimum Death Benefit
resulting from the chosen tax qualification test.

For any Death Benefit option, the calculation of the Minimum Death Benefit is
shown in the Policy. The Minimum Death Benefit generally is the lowest Death
Benefit which will qualify the Policy as life insurance under Section 7702 of
the Code.

For an Insured under a single life Policy or either Insured under a joint and
last survivor Policy where the Attained Age of the Insured is less than 100,
the Death Benefit is set forth below.

. Under Option A, the Death Benefit is the Specified Amount plus the
Account Value.

. Under Option B, the Death Benefit is the Specified Amount.

. Under Option C, the Death Benefit is:

. the greater of Specified Amount; or

. the Specified Amount; plus

. any partial surrender of premiums and charges for supplemental non-
qualified benefits as defined in the Code; minus

. the charges for supplemental benefits, other than those specified in
Section 7702(f)(5)(A) of the Code; minus

. all partial surrenders.

Under Options A, B and C for Attained Ages 100 and older, the Death Benefit is
the Account Value multiplied by 101%.

Under all options, we determine the Specified Amount and the Account Value on
the Valuation Day of the death of the Insured under a single life Policy and of
the last surviving Insured under a joint and last survivor Policy.

Under Death Benefit Option A, the Death Benefit Proceeds will vary directly
with the investment performance of the portfolios. Under Death Benefit Option
B, the Death Benefit Proceeds ordinarily will not change until the applicable
percentage amount of the Account Value exceeds the Specified Amount or you
change the Specified Amount. Under Death Benefit Option C, the Death Benefit
will vary directly with premium payments.

CHANGING THE DEATH BENEFIT OPTION

You select the Death Benefit option when you apply for the Policy. However, you
may request a change to Option A or Option B on your Policy at any time by
writing to our Service Center. Changes to Option C are not permitted. The
effective date of the change will be the Monthly Anniversary Date after we
receive the request for the change. We will send you revised Policy data pages
reflecting the new option and the effective date of the change. We will adjust
the Specified Amount on the effective date of the change in Death Benefit
option to ensure the Death Benefit after the change equals the Death Benefit
before the change. A change in the Death Benefit option will affect the cost of
insurance charges.

CHANGING THE SPECIFIED AMOUNT

After a Policy has been in effect for one year, you may increase or decrease
the Specified Amount. The maximum monthly charge that can be assessed for an
increase in Specified Amount is $0.83 per $1,000 of increase in Specified
Amount for the first 10 Policy Years after the increase. To make a change, you
must send a written request and the Policy to our Service Center. Any change in
the Specified Amount may affect the cost of insurance rate and the net amount
at risk, both of which may change your cost of insurance. See the "Monthly
Deduction" and the "Cost of Insurance" provisions of this prospectus. Depending
on your Account Value at the time of an increase in the Specified Amount and
the amount of the increase requested, it may be advisable to change your
periodic payments upon an increase in the Specified Amount.

Any change in the Specified Amount will affect the maximum premium limitation.
If a decrease in the Specified Amount causes the premiums to exceed new lower
limitations required by Federal tax law, we will withdraw the excess from the
Account Value and refund it to you so that the Policy will continue to meet
these requirements. We will withdraw the assets that we refund from each
Investment Option in the same proportion that the assets in that Investment
Option bears to the total assets in all Investment Options under the Policy at
the time of the withdrawal (i.e., on a pro-rata basis).

Any decrease in the Specified Amount will become effective on the Monthly
Anniversary Date after the date we receive the request. The decrease will first
apply to coverage provided by the most recent increase, then to the next most
recent increases successively, then to the coverage under the original
application. During the Continuation Period, we will not allow a decrease
unless the Account Value less any Policy Debt is greater than the surrender
charge. The Specified Amount following a decrease can never be less than the
minimum Specified Amount for the Policy when we issued it. A decrease may cause
us to assess a surrender charge and may require us to pay excess Account Value.

To apply for an increase, you must complete a supplemental application and
submit evidence of insurability satisfactory to us. Any approved increase will
become effective on the date shown in the supplemental Policy data page. Please
note that an increase will not become effective if the Policy's Surrender Value
is too low to cover the monthly deduction for the Policy Month following the
increase.

An increase in the Specified Amount will increase the Continuation Amounts and
may result in a surrender charge.

A change in your Specified Amount may have Federal tax consequences. See the
"Tax Considerations" provision of this prospectus.

Surrenders and Partial Surrenders

SURRENDERS

You may cancel and surrender your Policy at any time before the Insured dies
under a single life Policy or the last surviving Insured dies under a joint and
last survivor Policy. The Policy will terminate on the Valuation Day we receive
your request at our Service Center. You will not be able to reinstate the
Policy.

We will pay you the Surrender Value in a lump sum unless you make other
arrangements. You will incur a surrender charge if you surrender your Policy
during the first 10 Policy years. See the "Surrender Charge" provision of this
prospectus. A surrender may have adverse tax consequences. See the "Tax
Considerations" provision of this prospectus.

PARTIAL SURRENDERS

You may take partial surrenders at any time under your Policy. If you elected
Death Benefit Option B, you only may take partial surrenders after the first
Policy year. The minimum partial surrender amount is $200.

We reserve the right to assess a processing fee for each partial surrender
equal to the lesser of $25 or 2% of the amount partially surrendered, although
we currently do not do so. See the "Partial Surrender Processing Fee" provision
of this prospectus. The amount of the partial surrender will equal the amount
you requested to surrender plus the processing fee.

When you request a partial surrender, you can direct how we deduct the partial
surrender from your Account Value. If you provide no directions, we will deduct
the partial surrender proportionately from the Investment Options in which you
are invested.

State law requires that we reserve the right to defer payments from the
Guarantee Account and General Account for a partial surrender or surrender for
up to six months from the date we receive your request for payment.

EFFECT OF PARTIAL SURRENDERS

A partial surrender will reduce both the Account Value and the Death Benefit
Proceeds by the amount of the partial surrender.

Loans

GENERAL

You may borrow up to the following amount:

. 90% of the difference between your Account Value at the end of the
Valuation Period during which we received your loan request and any
surrender charges on the date of the loan;

. less any outstanding Policy Debt.

The minimum Policy loan is $500. You may request Policy loans by writing to our
Service Center at the address on page 1 of this Prospectus.

When we make a loan, we transfer an amount equal to the loan proceeds from your
Account Value in the Separate Account and the Guarantee Account to our General
Account and hold it as "collateral" for the loan. If you do not direct an
allocation for this transfer, we will make it on a pro-rata basis from each
Investment Option in which you have invested. We will pay interest at an annual
rate of at least 4.0% on that collateral.

During the first 10 Policy years, we pay interest at an annual rate of 4.25% on
collateral corresponding to Policy Debt and charge interest daily at an
effective annual rate of 4.40% on outstanding Policy Debt. After the 10th
Policy year, we pay interest at an annual rate of 4.00% on collateral and
charge interest daily at an effective annual rate of 4.00% on outstanding
Policy Debt, essentially providing a Policy loan without an interest charge.
Currently, for Policy years six through ten, we pay the same rate of interest
on collateral and charge the same rate of interest on Policy Debt as we do
after the 10th Policy year, however, we may, in our sole discretion, change
this practice in the future.

Interest is due and payable at the end of each Policy Year while a Policy loan
is outstanding. If, on any Policy Anniversary, you have not paid interest
accrued since the last Policy Anniversary, we add the amount of the interest to
the loan and this becomes part of your outstanding Policy Debt. We transfer the
interest due from each Investment Option on a pro-rata basis.

You may repay a loan at any time during an Insured's life while your Policy is
in effect. When you repay a loan, we transfer an amount equal to the repayment
from our General Account to the Separate Account and the Guarantee Account and
allocate the payment as you directed when you repay the loan. If you provide no
directions, we will allocate the amount according to your standing instructions
for Net Premium allocations.

REPAYMENT OF POLICY DEBT

You may repay all or part of your Policy Debt at any time while an Insured is
living and the Policy is in effect. We will treat any payments by you (other
than the initial

premium) first as the repayment of any outstanding Policy Debt. We will treat
the portion of the payment in excess of any outstanding Policy Debt as an
additional premium payment. See the "Premiums" provision of this prospectus.

When you repay a loan, we transfer an amount equal to the repayment from our
General Account to the Separate Account and/or the Guarantee Account and
allocate it as you directed when you repaid the loan. If you provide no
directions, we will allocate the amount according to your standing instructions
for premium allocations.

You must send loan repayments to our Service Center. We will credit the
repayments as of the Valuation Day we receive them.

EFFECT OF POLICY LOANS

A Policy loan affects the Policy, because we reduce the Death Benefit Proceeds
and Surrender Value under the Policy by the amount of any outstanding loan plus
interest you owe on the loan. Repaying the loan causes the Death Benefit
Proceeds and Surrender Value to increase by the amount of the repayment. As
long as a loan is outstanding, we hold an amount equal to the loan as
collateral. We will credit interest at an annual rate of at least 4.0% on that
collateral. The amount held as collateral is not affected by the Separate
Account investment performance. Amounts transferred from the Separate Account
as collateral will affect the Account Value because we credit such amounts with
an interest rate we declare rather than a rate of return reflecting the
investment performance of the Separate Account.

There are risks involved in taking a Policy loan, a few of which include the
potential for a Policy to lapse if projected earnings, taking into account
outstanding loans, are not achieved. A Policy loan may also have possible
adverse tax consequences that could occur if a Policy lapses with loans
outstanding. See the "Tax Considerations" provision of this prospectus.

We will notify you if the sum of your loans plus any interest you owe on the
loans is more than the Account Value less applicable surrender charges, or if
during the Continuation Period, the sum of your loans plus any interest you owe
on the loans is more than the Account Value less any applicable surrender
charges, and the Net Total Premium is less than the Continuation Amount. If you
do not submit a sufficient payment within 61 days from the date of the notice,
your Policy may terminate.

Termination

PREMIUM TO PREVENT TERMINATION

Generally, if on a Monthly Anniversary Date, the Surrender Value of your Policy
is too low to cover the monthly deduction, your Policy will be in default and a
grace period will begin. In that case, we will mail you notice of the
additional premium necessary to prevent your Policy from terminating. You will
have a 61-day grace period from the date we mail the notice to make the
required premium payment.

However, your Policy will not lapse during the Continuation Period, even if
your Surrender Value is too low to cover the monthly deduction, so long as the
Net Total Premium is at least equal to the Continuation Amount. At the end of
the Continuation Period, you may, however, have to make an additional premium
payment to keep the Policy in force.

THE GRACE PERIOD

If the Insured under a single life Policy or both Insureds under a joint and
survivor Policy should die during the grace period before you pay the required
premium, the Death Benefit will still be payable to the Beneficiary, although
we will reduce the amount of the Death Benefit payable by the amount of premium
that would have been required to keep the Policy in force. If you have not paid
the required premium before the grace period ends, your Policy will terminate.
The Policy will have no value and no benefits will be payable. However, you may
reinstate your Policy under certain circumstances.

REINSTATEMENT

If you have not surrendered your Policy, you may reinstate your Policy within
three years after termination, subject to compliance with certain conditions,
including the payment of a necessary premium and submission of satisfactory
evidence of insurability. See your Policy for further information.

Payments and Telephone Transactions

REQUESTING PAYMENTS

You may send your written requests for payment to our Service Center or give
them to one of our authorized agents. We will ordinarily pay any Death Benefit
proceeds, loan proceeds or surrender or partial surrender proceeds in a lump
sum within seven days after receipt at our Service Center of all the documents
required for such a payment. Other than the Death Benefit Proceeds, which we
determine as of the Valuation Day of the Insured's death under a single life
Policy or the last surviving Insured's death under a joint and last survivor
Policy, the amount we pay is as of the end of the Valuation Period during which
our Service Center receives all required documents. We may pay your Death
Benefit Proceeds in a lump sum or under an Optional Payment Plan. See the
"Optional Payment Plans" provision of this prospectus.

In most cases, when we pay Death Benefit payments in a lump sum, we will pay
these proceeds either:

(1) to your Designated Beneficiary(ies) directly in the form of a check; or

(2) by establishing an interest bearing account called the "GE Secure Access
Account" for the Designated Beneficiary(ies) in the amount of Death
Proceeds payable.

When establishing the GE Secure Access Account we will send the Beneficiary a
checkbook within 7 days after we receive all the required documents, and the
Beneficiary will have immediate access to the account simply by writing a check
for all or any part of the amount of the Death Benefit payments payable. The GE
Secure Access Account is part of our General Account. It is not a bank account
and it is not insured by the FDIC or any other government agency. As part of
our General Account, it is subject to the claims of our creditors. We receive a
benefit from all amounts left in the GE Secure Access Account. If we do not
receive instructions from the Beneficiary(ies) with regard to the form of Death
Benefit payment, we will automatically establish the GE Secure Access Account.

Any Death Benefit Proceeds that we pay in one lump sum will include interest
from the date of death to the date of payment. We will pay interest at a rate
we set, or a rate set by law if greater. The minimum interest rate which we may
pay is 2.5%. We will not pay interest beyond one year or any longer time set by
law. We will reduce Death Benefit Proceeds by any outstanding Policy Debt and
any due and unpaid charges and will increase Death Benefit Proceeds by any
benefits added by rider.

We may delay making a payment or processing a transfer request if:

. the disposal or valuation of the Separate Account assets is not
reasonably practicable because the New York Stock Exchange is closed for
other than a regular holiday or weekend, trading is restricted by the
SEC, or the SEC declares that an emergency exists; or

. the SEC by order permits postponement of payment to protect our Policy
Owners.

We also may defer making payments attributable to a check or draft that has not
cleared the bank on which it is drawn.

State law requires that we reserve the right to defer payments from the
Guarantee Account and General Account for a partial surrender, surrender or
payment of the Death Benefit for up to six months from the date we receive your
request for payment.

TELEPHONE TRANSACTIONS

You may make certain requests under your Policy by calling us provided we
received your prior written authorization at our Service Center. Such requests
include requests for transfers and changes in premium allocations, dollar-cost
averaging, and portfolio rebalancing.

By completing the telephone authorization form, you agree that we will not be
liable for any loss, liability, cost or expense when we follow the telephone
instructions we receive. If we later determine that you did not make a
telephone request, or the request was made without your authorization, you will
bear any loss that resulted from such unauthorized transaction.

We will employ reasonable procedures to confirm that instructions we receive
are genuine. Such procedures may include, among others:

. requiring you or a third party you authorized to provide some form of
personal identification before we act on the telephone instructions;

. confirming the telephone transaction in writing to you or a third party
you authorized; and/or

. tape recording telephone instructions.

If we do not follow reasonable procedures, we may be liable for any losses due
to unauthorized or fraudulent instructions. We reserve the right to limit
telephone transactions.

To request a telephone transaction, please call our Service Center at
1-800-313-5282.

Tax Considerations

INTRODUCTION

This part of the prospectus discusses the Federal income tax treatment of the
Policy. The Federal income tax treatment of the Policy is complex and sometimes
uncertain. The Federal income tax rules may vary with your particular
circumstances.

This discussion is general and is not intended as tax advice. It does not
address all of the Federal income tax rules that may affect you and your
Policy. This discussion also does not address Federal estate or gift tax
consequences, or state or local tax consequences, associated with a Policy. As
a result, you should always consult a tax advisor about the application of tax
rules to your individual situation.

TAX STATUS OF THE POLICY

Federal income tax law generally grants favorable treatment to life insurance;
the proceeds paid on the death of the Insured (or last surviving Insured for
the joint and last survivor version of the Policy) are excluded from the gross
income of the Beneficiary, and the Owner is not taxed on increases in the
Account Value unless amounts are distributed while the Insured (or last
surviving Insured) is alive. The Policy is designed to comply with one of two
alternative tests under the tax law. For Policies designed to comply with the
tax law's Guideline Premium Test, this favorable tax treatment will apply to
your Policy only if the premiums paid for your Policy do not exceed a limit
established by the tax law. An increase or decrease in the Policy's Specified
Amount may change this premium limit. Also, a Minimum Death Benefit requirement
must be satisfied. Due to the coverage of more than one Insured under the joint
and survivor version of the Policy, there is some uncertainty about how the tax
law's limit on premiums should be calculated. As a result, we may need to
return a portion of your premiums, with earnings thereon, and impose higher
cost of insurance charges (not exceeding those guaranteed) in the future. We
will monitor the premiums paid for your Policy to keep them within the tax
law's limit.

For Policies designed to comply with the tax law's Cash Value Accumulation
Test, the Policy's terms define a Minimum Death Benefit that is different than
that imposed by the Guideline Premium Test. There is also uncertainty regarding
the application of this test to the joint and survivor version of the Policy.
As necessary to ensure compliance, we may need to amend this Policy, e.g., to
generally provide higher Death Benefit factors.

Regardless of the tax compliance test selected, two other requirements must be
met for your Policy to receive favorable tax treatment as life insurance:

. the investments of the Separate Account must be "adequately diversified"
in accordance with Internal Revenue Service ("IRS") regulations; and

. your right to choose particular investments for a Policy must be limited.

Investments in the Separate Account must be diversified. The IRS has issued
regulations that prescribe standards for determining whether the investments of
the Separate Account including the assets of the portfolios in which the
Separate

Account invests, are "adequately diversified." If the Separate Account fails to
comply with these diversification standards, you could be required to pay tax
currently on the excess of the Account Value over the premiums paid for the
Policy.

Although we do not control the investments of all of the portfolios (we only
indirectly controls those of GE Investments Funds, Inc., through an affiliated
company), we expect that the portfolios will comply with the IRS regulations so
that the Separate Account will be considered "adequately diversified."

Restrictions on the extent to which you can direct the investment of assets.
Federal income tax law limits your right to choose particular investments for
the Policy. The U.S. Treasury Department stated in 1986 that it expected to
issue guidance clarifying those limits, but it has not yet done so. Thus, the
nature of the limits is currently uncertain. As a result, your right to
allocate assets among the portfolios may exceed those limits. If so, you would
be treated as the owner of a portion of the assets of the Separate Account and
thus subject to current taxation on the income and gains from those assets.

The Company does not know what limits may be set forth in any guidance that the
Treasury Department may issue, or whether any such limits will apply to
existing Policies. The Company therefore reserves the right to modify the
Policy without your consent to attempt to prevent the tax law from considering
you to own a portion of the assets of the Separate Account.

No guarantees regarding tax treatment. The Company makes no guarantees
regarding the tax treatment of any Policy or of any transaction involving a
Policy. However, the remainder of this discussion assumes that your Policy will
be treated as a life insurance contract for Federal income tax purposes and
that the tax law will not impose tax on any increase in your Account Value
until there is a distribution from your Policy.

TAX TREATMENT OF POLICIES -- GENERAL

Death Benefit proceeds and Account Value increases. A Policy's treatment as
life insurance for Federal income tax purposes generally has the following
results:

. Death Benefit proceeds are excludable from the gross income of the
Beneficiary;

. you are not taxed on increases in the Account Value unless amounts are
distributed from the Policy while the Insured (or last surviving Insured)
is alive;

. the taxation of amounts distributed while the Insured is alive depends
upon whether your Policy is a "modified endowment contract." The term
"modified endowment contract" is defined in the section entitled
"Definition of a Modified Endowment Contract" located in the "Special
Rules for Modified Endowment Contracts" provision of this prospectus.

Partial and full surrenders and maturity proceeds. A partial surrender occurs
when you receive less than the total amount of the Policy's Surrender Value;
receipt of the entire Surrender Value is a full surrender. If your Policy is
not a modified endowment contract, you will generally pay tax on the amount of
a partial or full surrender only to the extent it exceeds your "investment in
the contract." In a few states, a maturity value will be paid. Maturity
proceeds will be taxable to the extent the amount received plus Policy Debt
exceeds the "investment in the contract." You will be taxed on this amount at
ordinary income tax rates, not at lower capital gains tax rates. Your
"investment in the contract" generally equals the total of the premiums paid
for your Policy plus the amount of any loan that was includible in your income,
reduced by any amounts you previously received from the Policy that you did not
include in your income.

Special rule for certain cash distributions in the first 15 Policy
years. During the first 15 years after your Policy is issued, if we distribute
cash to you and reduce the Death Benefit Proceeds (e.g., by decreasing the
Policy's Specified Amount), you may be required to pay tax on all or part of
the cash payment, even if it is less than your "investment in the contract."
This also may occur if we distribute cash to you up to two years before the
proceeds are reduced, or if the cash payment is made in anticipation of the
reduction. However, you will not be required to pay tax on more than the amount
by which your Account Value exceeds your "investment in the contract."

Considerations where Insured lives past Age 100. If the Insured survives (or
last surviving Insured) beyond Age 100, the IRS may seek to deny the tax-free
treatment of the Death Benefit Proceeds and instead tax you on the amount by
which your Account Value exceeds your "investment in the contract." Because we
believe the Policy continues to meet the Federal tax definition of life
insurance beyond Age 100, we have no current plans to withhold or report taxes
in this situation.

Accelerated Benefit Rider. Your Policy may contain an Accelerated Benefit
Rider, which provides you with access to a portion of the Death Benefit if the
Insured becomes terminally ill. The accelerated benefit payment is treated in
the same manner as Death Benefit Proceeds for tax purposes, meaning that it
generally will be excludable from gross income. But if the Insured under the
Policy is an officer, director, or employee of the Owner of the Policy, or is
financially interested in the trade or business of the Owner, the payment would
be taxable in part.

Loans. If your Policy is not a modified endowment contract, a loan received
under a Policy (i.e., Policy Debt) normally will be treated as your
indebtedness. Hence, so long as the Policy remains in force, you will generally
not be taxed on any part of a Policy loan. However, it is possible that you
could have additional income for tax purposes

for periods when the interest crediting rate on collateral is the same as the
loan interest rate. If your Policy terminates (by a full surrender or by a
lapse) while the Insured (or last surviving Insured) is alive, you will be
taxed on the amount (if any) by which the Policy Debt plus any amount received
in cash exceeds your investment in the contract.

Generally, interest paid on Policy Debt or other indebtedness related to the
Policy will not be tax deductible, except in the case of certain indebtedness
under a Policy covering a "key person." A tax advisor should be consulted
before taking any Policy loan.

Loss of interest deduction where policies are held by or for the benefit of
corporations, trusts, etc. If an entity (such as a corporation or a trust, not
an individual) purchases a Policy or is the Beneficiary of a Policy issued
after June 8, 1997, a portion of the interest on indebtedness unrelated to the
Policy may not be deductible by the entity. However, this rule does not apply
to a Policy owned by an entity engaged in a trade or business which covers the
life of an individual who is:

. a 20% owner of the entity; or

. an officer, director, or employee of the trade or business, at the time
first covered by the Policy.

This rule also does not apply to a Policy owned by an entity engaged in a trade
or business which covers the joint lives of an Owner who is a 20% owner of the
entity and the Owner's spouse at the time first covered by the Policy. Entities
that are considering purchasing the Policy, or that will be Beneficiaries under
a Policy, should consult a tax advisor.

Optional Payment Plans. If Death Benefit Proceeds under the Policy are paid
under one of the Optional Payment Plans, the Beneficiary will be taxed on a
portion of each payment (at ordinary income tax rates). The Company will notify
the Beneficiary annually of the taxable amount of each payment. However, if the
Death Benefit Proceeds are held by the Company under Optional Payment Plan 4
(interest income), the Beneficiary will be taxed on the interest income as it
is credited.

Changes and exchanges. The right to change Owners and changes reducing future
amounts of Death Benefit Proceeds may have tax consequences depending upon the
circumstances of each change. The exchange of one life insurance contract for
another life insurance contract generally is not taxed (unless cash is
distributed or a loan is reduced or forgiven). However, in the case of the
Policy when issued as a joint and last survivor Policy, the other life
insurance contract involved in the exchange generally must also cover the same
two Insureds. The exercise of the option to split the joint and last survivor
version of the Policy into two separate life insurance contracts may result in
the taxation of the Policy as if there were a full surrender.

SPECIAL RULES FOR MODIFIED ENDOWMENT CONTRACTS

Definition of a "Modified Endowment Contract." Special rules apply to a Policy
classified as a modified endowment contract. A Policy will be classified as a
modified endowment contract if either of the following is true:

. if premiums are paid more rapidly than allowed by a "7-pay test" under
the tax law. At your request, we will let you know the amount of premium
that may be paid for your Policy in any year that will avoid modified
endowment contract treatment under the 7-pay test;

. if the Policy is received in exchange for another policy that is a
modified endowment contract.

Due to the coverage of more than one Insured under the joint and last survivor
version of the Policy, there are special considerations in applying the 7-pay
test. For example, a reduction in the Death Benefit at any time, such as may
occur upon a partial surrender, may cause the Policy to be a modified endowment
contract, resulting in the application of the tax treatment described below.
Generally, the manner of applying the 7-pay test is somewhat uncertain in the
case of contracts covering more than one Insured.

Tax Treatment of Modified Endowment Contracts. If a Policy is classified as a
modified endowment contract, the following special rules apply:

. a partial surrender will be taxable to you to the extent that your
Account Value exceeds your investment in the Policy;

. a loan from the Policy (together with any unpaid interest included in
Policy Debt), and the amount of any assignment or pledge of the Policy,
will be taxed in the same manner as a partial surrender.

A penalty tax of 10% will be imposed on the amount of any full or partial
surrender, loan and unpaid loan interest included in Policy Debt, assignment,
or pledge on which you must pay tax. However, the penalty tax does not apply to
a distribution made:

(1) after you attain age 59 1/2;

(2) because you have become disabled, within the meaning of the tax law; or

(3) in substantially equal periodic payments (not less frequently than
annually) made over your life or life expectancy (or over the joint
lives or life expectancies of you and your beneficiary, within the
meaning of the tax law).

Special rules if you own more than one Modified Endowment Contract. All
modified endowment contracts that we (or any of our affiliates) issue to you
within the same calendar year will be combined to determine the amount of any
distribution from the Policy that will be taxable to you.

Interpretative issues. The tax law's rules relating to modified endowment
contracts are complex and open to considerable variation in interpretation. You
should consult

your tax advisor before making any decisions regarding changes in coverage
under or distributions from your Policy.

INCOME TAX WITHHOLDING

We may be required to withhold and pay to the IRS a part of the taxable portion
of each distribution made under a Policy. However, in many cases, you may elect
not to have any amounts withheld. You are responsible for payment of all taxes
and early distribution penalties, regardless of whether you request that no
taxes be withheld or if we do not withhold a sufficient amount of taxes. At the
time you request a distribution from the Policy, we will send you forms that
explain the withholding requirements.

TAX STATUS OF THE COMPANY

Under existing Federal income tax law, we do not expect to incur any Federal
income tax liability on the income or gains in the Separate Account. Based upon
this expectation, we do not impose a charge for Federal income taxes. If
Federal income tax law changes and we are required to pay taxes on some or all
of the income and gains earned by the Separate Account, we may impose a charge
for those taxes.

We may also incur state and local taxes, in addition to premium taxes for which
a deduction from premiums is currently made. At present, these taxes are not
significant. If there is a material change in state or local tax laws, we may
impose a charge for any taxes attributable to the Separate Account.

CHANGES IN THE LAW AND OTHER CONSIDERATIONS

This discussion is based on our understanding of the Federal income tax law
existing on the date of this prospectus. Congress, the IRS, and the courts may
modify these laws at any time, and may do so retroactively. Any person
concerned about the tax implications of ownership of a Policy should consult a
tax advisor.

Other Policy Information

OPTIONAL PAYMENT PLANS

The Policy currently offers the following five Optional Payment Plans, free of
charge, as alternatives to the payment of a Death Benefit or Surrender Value in
a lump sum (see the "Requesting Payments" provision):

Plan 1 -- Income For A Fixed Period. We will make equal periodic payments
for a fixed period not longer than 30 years. Payments can be annual, semi-
annual, quarterly, or monthly. If the payee dies before the end of the fixed
period, we will discount the amount of the remaining guaranteed payments to
the date of the payee's death at a yearly rate of 3%. We will pay the
discounted amount in one sum to the payee's estate unless otherwise
provided. Discounted means we will deduct the amount of interest each
remaining payment would have included had it not been paid out early.

Plan 2 -- Life Income. We will make equal monthly payments for a guaranteed
minimum period. If the payee lives longer than the minimum period, payments
will continue for his or her life. The minimum period can be 10, 15, or 20
years. If the payee dies before the end of the guaranteed period, we will
discount the amount of remaining payments for the minimum period at the same
interest rate used to calculate the monthly income. We will pay the
discounted amount in one sum to the payee's estate unless otherwise
provided.

Plan 3 -- Income of a Definite Amount. We will make equal periodic payments
of a definite amount. Payments can be annual, semi-annual, quarterly, or
monthly. The amount paid each year must be at least $120 for each $1,000 of
proceeds. Payments will continue until the proceeds are exhausted. The last
payment will equal the amount of any unpaid proceeds. If the payee dies, we
will pay the amount of the remaining proceeds with earned interest in one
sum to the payee's estate unless otherwise provided.

Plan 4 -- Interest Income. We will make periodic payments of interest earned
from the proceeds left with us. Payments can be annual, semi-annual,
quarterly or monthly and will begin at the end of the first period chosen.
If the payee dies, we will pay the amount of remaining proceeds and any
earned but unpaid interest in one sum to the payee's estate unless otherwise
provided.

Plan 5 -- Joint Life And Survivor Income. We will make equal monthly
payments to two payees for a guaranteed minimum of 10 years. Each payee must
be at least 35 years old when payments begin. Payments will continue as long
as either payee is living. If both payees die before the end of the minimum
period, we will discount the amount of the remaining payments for the 10-
year period at the same interest rate used to calculate the monthly income.
We will pay the discounted amount in one sum to the survivor's estate unless
otherwise provided.

You may select an Optional Payment Plan in your application or by writing our
Service Center. We will transfer any amount left with us for payment under an
Optional Payment Plan to our General Account. Payments under an Optional
Payment Plan will not vary with the investment performance of the Separate
Account because they are forms of fixed-benefit annuities. See the "Tax
Treatment of Policies" provision of this prospectus. Amounts allocated to an
Optional Payment Plan will earn interest at 3% compounded annually. Certain
conditions and restrictions apply to payments received under an Optional
Payment Plan. For further information, please review your Policy or contact one
of our authorized agents.

DIVIDENDS

The Policy is non-participating. We will not pay dividends on the Policy.

INCONTESTABILITY

The Policy limits our right to contest the Policy as issued, reinstated or as
increased, except for material misstatements contained in the application or a
supplemental application, after it has been in force for a minimum period
during the Insured's lifetime under the single life version or the lifetimes of
both Insureds under the joint and last survivor version, generally for two
years from the Policy Date, date of reinstatement or effective date of the
increase. This provision does not apply to riders that provide disability
benefits (subject to state exception).

SUICIDE EXCLUSION

If the Insured under a single life Policy commits suicide while sane or insane
within two years of the Policy Date, all coverage under the Policy will end,
and we will pay the Beneficiary an amount equal to all premiums paid, less
outstanding Policy Debt and less amounts paid upon partial surrender of the
Policy.

If the Insured under a single life Policy commits suicide while sane or insane
more than two years after the Policy Date but within two years after the
effective date of an increase in the Specified Amount, we will limit the amount
payable with respect to that increase. The amount payable attributable to the
increase will equal the monthly deductions for the increase. Such Death Benefit
Proceeds will be paid to the Beneficiary under the same conditions as the
initial Specified Amount.

If either Insured under a joint and last survivor Policy commits suicide while
sane or insane within two years of the Policy Date, all coverage under the
Policy will end, and we will pay the Beneficiary an amount equal to all
premiums paid, less outstanding Policy Debt and less amounts paid upon partial
surrender of the Policy.

If the first Insured to die commits suicide while sane or insane more than two
years after the Policy Date but within two years after the effective date of an
increase in the Specified Amount, we will limit the amount payable with respect
to that increase.

The amount payable to the Beneficiary attributable to the increase will equal
the monthly deductions for the increase.

If the last surviving Insured to die commits suicide while sane or insane more
than two years after the Policy Date but within 2 years after the effective
date of an increase in the Specified Amount, we will limit the proceeds payable
with respect to that increase. The proceeds payable attributable to the
increase will equal the additional premium payment required for the increase.
Such Death Benefit Proceeds will be paid to the Beneficiary under the same
conditions as the initial Specified Amount.

Please see your Policy for more details.

MISSTATEMENT OF AGE OR GENDER

We will adjust the Death Benefit Proceeds if you misstated an Insured's Age or
gender in your application.

WRITTEN NOTICE

You should send any written notice to us at our Service Center at the address
listed on page 1 of this prospectus. The notice should include the Policy
number and the full name of the Insured for a single life Policy or each
Insured for a joint and last survivor Policy. We will send any notice to the
address shown in the application unless an appropriate address change form has
been filed with us.

TRUST

If you name a trust as the Owner or Beneficiary of the Policy and the trustee
subsequently exercises ownership rights or claims benefits thereunder, we will
have no obligation to verify that a trust is in effect or that the trustee is
acting within the scope of his/her authority. Payment of Policy benefits to the
trustee will release us from all obligations under the Policy to the extent of
the payment. When we make a payment to the trustee, we will have no obligation
to ensure that such payment is applied according to the terms of the trust
agreement.

OTHER CHANGES

At any time, we may make such changes in the Policy as are necessary:

. to assure compliance at all times with the definition of life insurance
prescribed by the Code:

. to make the Policy, our operations, or the operation of the Separate
Account to conform with any law or regulation issued by any government
agency to which they are subject; or

. to reflect a change in the operation of the Separate Account, if allowed
by the Policy.

Only the President or a Vice President of the Company has the right to change
the Policy. No agent has the authority to change the Policy or waive any of its
terms. The President or a Vice President of the Company must sign all
endorsements, amendments, or riders to be valid.

REPORTS

We maintain records and accounts of all transactions involving the Policy, the
Separate Account, the Guarantee Account and Policy Debt. Within 30 days after
each Policy Anniversary, we will send you a report showing information about
your Policy. The report will show:

. the Specified Amount;

. the Account Value;

. the value in each Investment Option;

. the Surrender Value;

. the Policy Debt; and

. the premiums paid and charges made during the Policy year.

We also will send you an annual and a semi-annual report for each Fund
underlying a Subaccount to which you have allocated assets, as required by the
1940 Act. In addition, when you pay premiums (other than by pre-authorized
checking account deduction), or if you take out a Policy loan, take transfers
or make partial surrenders, you will receive a written confirmation of these
transactions.

SUPPLEMENTAL BENEFITS

There are several supplemental benefits that may be added to a single life
Policy, as well as a joint and last survivor Policy. These benefits may not be
available in all markets.

All riders may be added at the time the Policy is issued and after issue.
Riders may be canceled at any time by notifying us in writing at the Service
Center.

We will deduct monthly charges from your Account Value as part of the monthly
deduction for the benefits described above. See the "Charges and Deductions,
Monthly Deduction" provision of this prospectus.

Additional rules and limits apply to these supplemental benefits. Please ask
your authorized representative of the Company for further information and
individual illustrations or contact our Service Center at the address or
telephone number listed on page 1 of this prospectus.

Riders Available on Single Life Policies

Waiver of Monthly Deduction Rider. In the event of total disability, this rider
will provide the payments of Premiums to the Policy. The rider is available for
issue ages 15-60 (rating restrictions may apply). The amount of Premium benefit
equal the maximum monthly deduction continuation amount. Coverage under this
rider ends on the Policy anniversary nearest Insured's age 65 unless the
Insured has been continuously disabled for the previous five years. The maximum
cost of the rider is 38.24% of the total monthly Cost of Insurance charges,
including rider cost of insurance.

Accidental Death Benefit. This rider provides an additional Death Benefit
should the Insured's death occur as a result of an accident (as defined by the
rider). The amount is paid in addition to the Specified Amount of the base
Policy. The Specified Amount of the rider can be from $5,000 to $200,000, but
may not exceed the Specified Amount of the base Policy. The maximum annual
charge is $2.24 per $1,000 of Specified Amount but ends at attained age 70.

Riders Available on Joint Life Policies Only:

Four Year Term Rider. This rider provides term insurance coverage on the
Insured that dies last. The four year term rider will use the same current and
guaranteed Cost of Insurance rates that are used on the base Policy.

Policy Split Option Rider. This rider allows the Owner to split a Policy into
two individual Policies in the event of a divorce or a substantial change in
estate tax law. The maximum Death Benefit available on either insured is equal
to one-half of the base Policy Specified Amount. There is no charge for this
rider, but evidence of insurability is required when the split is requested.

USING THE POLICY AS COLLATERAL

You can assign the Policy as collateral security. You must notify us in writing
on the appropriate form if you assign the Policy. Any payments we made before
the assignment will not be affected. We are not responsible for the validity of
an assignment. An assignment may affect your rights and the rights of the
Beneficiary.

REINSURANCE

We may reinsure a portion of the risks assumed under the Policies.

LEGAL PROCEEDINGS

The Company like other life 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. Although the Company cannot
predict the outcome of any litigation with certainty, we believe that at the
present time there are no pending or threatened lawsuits that are reasonably
likely to have a material impact on us or the Separate Account.

Capital Brokerage Corporation, the principal underwriter, is not engaged in any
litigation of any material nature.

Additional Information

SALE OF THE POLICIES

We have entered into an underwriting agreement with Capital Brokerage
Corporation (doing business in Indiana, Minnesota, New Mexico, and Texas as GE
Capital Brokerage Corporation) ("CBC") for the distribution and sale of the
Policies. Pursuant to this agreement, the CBC serves as principal underwriter
for the Policies. CBC is located at 6630 W. Broad St., Richmond, Virginia
23230. CBC was organized as a corporation under the laws of the state of
Washington in 1981 and is an affiliate of ours. CBC is registered as a broker-
dealer with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as well as with the securities commissions in the states
in which it operates, and is a member of the National Association of Securities
Dealers, Inc.

CBC offers the Policies through its registered representatives who are
registered with the NASD and with the states in which they do business.
Registered representatives with the CBC are also licensed as insurance agents
in the states in which they do business and are appointed with us.

CBC also enters into selling agreements with an affiliated broker-dealer (Terra
Securities Corporation) and independent broker-dealers to sell the Policies.
The registered representatives of these selling firms are registered with the
NASD and with the states in which they do business, are licensed as insurance
agents in the states in which they do business and are appointed with us.

We pay sales commissions and other marketing related expenses to the CBC for
promotion and sales of the Policies by its registered representatives as well
as by selling firms. In the first Policy year, the selling firm will receive a
commission of up to approximately 90% of the first year target premium (based
on Age, gender, Specified Amount, risk class and other factors). In renewal
years, the selling firm receives up to approximately 4.0% of premiums paid. We
may pay trails commissions up to an annual rate of 0.25% of Account Value, less
any Policy Debt, for all Policy years. This commission may be returned to us if
the Policy is not continued through the first Policy year. We may on occasion
pay a higher commission for a short period of time as a special promotion. In
the case of sales by the Underwriter's registered representatives, a portion of
the sales commission is passed through the Underwriter to its registered
representative who sold the Policy. Because the Underwriter is our affiliate,
their registered representatives are eligible for various cash benefits, such
as bonuses, insurance benefits and financing arrangements, and non-cash
compensation programs that we offer, such as conferences, trips, prizes and
awards.

CBC also receives 12b-1 fees from Alliance Variable Products Series Fund, Inc.,
Fidelity Variable Products Fund, Fidelity Variable Insurance Products Fund II,
Fidelity Variable Insurance Products Fund III, Janus Aspen Series, MFS(R)
Variable Insurance Trust, Oppenheimer Variable Account Funds and Van Kampen
Life Investment Trust.

In the case of sales by selling firms, CBC passes through the entire amount of
the sales commission to the selling firm whose registered representative sold
the Policy. The selling firm may retain a portion of the commission before it
pays the registered representative who sold the Policy.

We may also make payments for services that do not directly involve the sales
of the Policies. These services may include the recruitment and training of
personnel, production of promotional literature, and similar services.

We intend to recover commissions, marketing, administrative and other expenses
and costs of Policy benefits through fees and charges imposed under the
Policies. Commissions paid on the Policies, including other incentives and
payments, are not charged directly to you or to your Account Value.

LEGAL MATTERS

Advice on certain legal matters relating to federal securities laws has been
provided by Heather Harker, Vice President, Associate General Counsel and
Assistant Secretary of the Company.

EXPERTS

The financial statements of GE Capital Life Assurance Company of New York as of
December 31, 2001 and 2000, and for each of the years in the three-year period
ended December 31, 2001, have been included herein in reliance upon the report
of KPMG LLP, independent certified public accountants, appearing elsewhere
herein, and upon the authority of said firm as experts in accounting and
auditing.

ACTUARIAL MATTERS

Actuarial matters included in this prospectus have been examined by Paul Haley,
an actuary of the Company, whose opinion we filed as an exhibit to the
registration statement.

FINANCIAL STATEMENTS

You should distinguish the financial statements of the Company included in this
prospectus from the financial statements of Separate Account, when available.
Please consider the financial statements of the Company only as bearing on our
ability to meet our obligations under the Policies. You should not consider the
financial statements of the Company as affecting the investment performance of
the assets held in Separate Account.

The Subaccounts in the Separate Account that are available to this Policy did
not begin operation before the date of this prospectus.

EXECUTIVE OFFICERS AND DIRECTORS OF GE CAPITAL LIFE ASSURANCE COMPANY OF NEW
YORK

We are managed by a board of directors. The following table sets forth the
name, address and principal occupations during the past five years of each of
our executive officers and directors.

Positions and Offices with
Name Address Depositor
- -----------------------------------------------------------------------------

George R. Zippel GE Financial Assurance Director, President and Chief
700 Main Street Executive Officer of GE
Lynchburg, VA 24505 Capital Life Assurance Company
since 2000; various positions
with General Electric Company
since 1981.

David J. Sloane GE Capital Life Assurance Senior Vice President, Chief
Company of New York Administrative Officer and
125 Park Avenue, Director of GE Capital Life
6th Floor Assurance Company of New York
New York, NY 10017 since 2001; Senior Vice
President, American Mayflower
since 1/97.

Marshall S. Belkin 345 Kear Street Director, GE Capital Life
Yorktown Heights, NY Assurance Company of New York;
10598 Attorney with Lieberman and
LeBovit (formerly Lieberman
Lebovit and Brofman).

Richard I. Byer Richartz Fliss Clark & Director, GE Capital Life
Pope Assurance Company of New York;
317 Madison Avenue Executive Vice President,
New York, NY 10017 Richartz Fliss Clark & Pope
since 1994; Director,
Workmen's Circle MultiCare
Center since 1997.

Thomas W. Casey GE Financial Assurance Vice President and Chief
6604 W. Broad St. Financial Officer GE Capital
Richmond, VA 23230 Life Assurance Company of New
York; Senior Vice President
and Chief Financial Officer,
GNA since 1996; Vice
President, GNA 1993-1996.

Bernard M. Eiber 55 Northern Blvd. Director, GE Capital Life
Room 302 Assurance Company of New York;
Great Neck, NY 11021 Attorney, Law Firm of Bernard
Eiber since 1995.

Jerry S. Handler Handro Properties Director, GE Capital Life
151 West 40th St. Assurance Company of New York;
New York, NY 10018 President, Handro Management
Corporation and Manager
Partner of Handro Property LLC
since 1979.

Gerald A. Kaufman 33 Walt Whitman Rd., Director, GE Capital Life
Suite 233 Assurance Company of New York;
Huntrington Station, NY Director, American Mayflower
11746 Life Insurance Company of New
York since 1973.

Frank T. Gencarelli GE Financial Assurance Senior Vice President, GE
6610 W. Broad Street Capital Life Assurance Company
Richmond, VA 23230 of New York; Executive Vice
President, Retirement Services
Group, GE Life and Annuity
Assurance Company since
January, 2002; President of
Income Distribution Group
2000-2001; BGA Channel Leader
1997-2000.

Leon E. Roday GE Financial Assurance Senior Vice President of GE
6604 West Broad St. Capital Life Assurance Company
Richmond, VA 23230 of New York; Senior Vice
President & Director, GE Life
& Annuity since 6/99; Senior
Vice President & Director, GE
Financial Assurance since
1996; LeBoeuf, Lamb, Greene &
MacRae, L.L.P. 1982-1996.

Positions and Offices with the
Name Address Company
- ---------------------------------------------------------------------------

Geoffrey S. Stiff GE Financial Assurance Director, GE Capital Life
6610 W. Broad St. Assurance Company of New York;
Richmond, VA 23230 Senior Vice President, GE Life
& Annuity, since 3/99;
Director, GE Life & Annuity,
since 5/96; Vice President, GE
Life & Annuity 5/96-3/99;
Director of GNA since April,
1994; Senior Vice President,
Chief Financial Officer and
Treasurer of GNA since May,
1993; Senior Vice President,
Controller and Treasurer of
GNA Investors Trust since
1993.
- ---------------------------------------------------------------------------

EXECUTIVE OFFICERS AND DIRECTORS OF CAPITAL BROKERAGE CORPORATION

Positions and Offices with the Company for Last Five
Name Years
- -------------------------------------------------------------------------------

Christopher A. Cokinis(1) President and Chief Executive Officer, Capital
Brokerage Corporation since August 2000; Chief
Compliance Officer, May 2001-December 2001;
Assistant Vice President, American United Life
Insurance Co., Vice President AUL Equity Sales
Corp., September 1997-August 2000; Director of
Compliance, Lincoln National Life Insurance Co. May
1995-September 1997

Thomas W. Casey(3) Senior Vice President and a member of the Board of
Directors of GE Group Life Assurance Company, Senior
Vice President of GE Group Administrators, Inc.
Affiant holds a similar position in various
companies with the GE Financial Assurance Holdings,
Inc. ("GEFA") holding company system; Mr. Casey also
holds an officer position with GE Capital
Corporation, GEFA's parent company; and with General
Electric Company as a Senior Vice President and
Chief Financial Officer to GE Financial Assurance,
Richmond, Virginia since 1994;

Victor C. Moses(2) Senior Vice President of General Electric Capital
Assurance Company and Capital Brokerage Corporation
since September 1991

Geoffrey S. Stiff President and Chief Executive Officer of General
Electric Capital Assurance Company; Senior Vice
President, Capital Brokerage Corporation since May
1993; Mr. Stiff holds a similar position in various
companies within GE Financial Assurance Holdings,
Inc. ("GEFA") since 1993.

Ward E. Bobitz(3) Vice President and Assistant Secretary, Capital
Brokerage Corporation, April 1999; Mr. Bobitz is
currently a Vice President and Assistant Secretary
of GE Life and Annuity Assurance Company. Mr. Bobitz
holds similar positions in other companies with the
GE Financial Assurance Holdings, Inc. since 1997.

Joan H. Cleveland(4) Vice President, Capital Brokerage Corporation since
March 2001; Vice President, GEFA Lynchburg since
July 2000;

Brenda Daglish(5) Vice President, Capital Brokerage Corporation since
February 2000; and Assistant Treasurer, Capital
Brokerage Corporation since September 1994; Ms.
Daglish is currently a Vice President and Assistant
Treasurer of Phoenix Group Services, Inc.
Ms. Daglish holds a similar position in various
companies within GE Financial Assurance Holdings,
Inc. since 1994.

William E. Daner Vice President, Counsel and Secretary, Capital
Brokerage Corporation since September 1999; Vice
President and Counsel for The Life Insurance Company
of Virginia October 1998-December 1998; Second Vice
President and Counsel, 1997-1998;

Richard G. Fucci(5) Vice President, Capital Brokerage Corporation since
January 2001; Vice President and Controller since
July 1999. Affiant joined GE Financial Assurance
group companies in 1998.

Positions and Offices with the Company for Last Five
Name Years
- -------------------------------------------------------------------------------

Gary T. Prizzia(3) Treasurer, Signature Agency, Inc., Capital Brokerage
Corporation since January 2000. Mr. Prizzia holds a
similar position in various companies within the GE
Financial Assurance Holdings, Inc.

Edward J. Wiles, Jr.(6) Senior Vice President and Chief Compliance Officer,
Capital Brokerage Corporation since December 2001. Mr.
Wiles holds similar positions in other companies
within the GE Financial Assurance Holdings, Inc. since
1989.

Kelly L. Groh Chief Financial Officer and Controller, Capital
Brokerage Corporation. Ms. Groh holds a similar
position in various companies within the GE Financial
Assurance Holdings, Inc. since March 1996.
- -------------------------------------------------------------------------------

The principal business address of each person listed, unless otherwise
indicated, is 6610 W. Broad Street, Richmond, Virginia 23230.
(1) The principal business address is 6630 West Broad Street, Richmond, VA
23230
(2) The principal business address is 601 Union Street, Suite 1300,
Seattle, WA 98101
(3) The principal business address is 6620 West Broad Street, Richmond, VA
23230
(4) The principal business address is 700 Main Street, Lynchburg, VA 24505
(5) The principal business address is 6604 West Broad Street, Richmond, VA
23230
(6) The principal business address is 201 Merritt 7, P.O. Box 480, Norwalk,
CT 06856

OTHER INFORMATION

We have filed a Registration Statement with the SEC, under the Securities Act
of 1933 as amended, for the Policies being offered here. This prospectus does
not contain all the information in the Registration Statement, its amendments
and exhibits. Please refer to the Registration Statement for further
information about the Separate Account, the Company, and the Policies offered.
Statements in this prospectus about the content of Policies and other legal
instruments are summaries. For the complete text of those Policies and
instruments, please refer to those documents as filed with the SEC and
available on the SEC's website at http://www.sec.gov.

HYPOTHETICAL ILLUSTRATIONS

We have included illustrations in this prospectus, and use them in connection
with your purchase of the Policy. These illustrations are based on hypothetical
rates of return that are not guaranteed. The rates are illustrative only, and
do not represent past or future performance. Your actual Account Value and
benefits will be different from these illustrations.

The illustrations assume you paid planned premiums annually and the returns on
the assets in the Subaccounts were a uniform gross annual rate of 0%, 6% or
12%, before deduction of any fees and charges. The values reflect the deduction
of all standard Policy and Fund fees and charges. However, the values do not
reflect any fees and charges associated with the rider options. The tables also
show planned premiums accumulated at 5% interest. The values under a Policy
would be different from those shown if the returns averaged 0%, 6% or 12% but
fluctuated over and under those averages throughout the years shown. The
hypothetical investment rates of return are illustrative only and should not be
deemed a representation of past or future investment rates of return. Actual
rates of return for a particular Policy may be more or less than the
hypothetical investment rates of return used in the illustrations.

The illustrations assume an arithmetic annual expense ratio of 0.94% of the
average daily net assets of the portfolios available under the Policies, based
on the portfolios' fees and expenses for the year ended December 31, 2001 as
shown in the Portfolio Annual Expense Table, shown previously in the
prospectus. (These fees and expenses, and therefore the illustrations, reflect
certain fee waivers and reimbursements provided by some of the portfolios. We
cannot guarantee that these fee waivers and reimbursements will continue.) For
information on portfolio fees and expenses, see the prospectuses for the
portfolios accompanying this prospectus. The illustrations also take into
account the monthly charge we assess for assuming mortality and expense risks,
equal to an annual rate of 0.50% of the first $100,000 of unloaned assets in
the Subaccounts (0.50% of the first $200,000 of unloaned assets in the
Subaccounts for a joint and last survivor Policy) plus an annual rate of 0.10%
of unloaned assets in the Subaccounts above $100,000 ($200,000 for a joint and
last survivor Policy) for the first 20 Policy years. After deduction of these
amounts, the illustrated gross annual investment rates of return of 0%, 6% and
12%, correspond to approximate net annual rates of -0.94%, 5.06%, and 11.06%
respectively.

The illustrations reflect the premium charge and the monthly deduction for the
hypothetical Insured. We reflect our current charges and the higher maximum
guaranteed charges that we have the contractual right to charge in separate
illustrations on each of the following pages. All the illustrations reflect the
fact that no charges for Federal or state income taxes are currently made
against the Separate Account and assume no Policy Debt or charges for
supplemental benefits.

The illustrations reflect our gender distinct rates for no nicotine use. Upon
request, we will furnish a comparable illustration based upon the proposed
Insured's individual circumstances. Such illustrations may assume different
hypothetical rates of return than those illustrated.

Flexible Premium Variable Life Insurance

Male Issue Age 45 Initial Specified Amount $250,000
Preferred No Nicotine Use
Underwriting Risk Initial Premium and Planned
Death Benefit Option -- Level Premium (Payable Annually) (1) $4,750

0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5% ------------------------ ------------------------- -------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- ------------------------------------------------------------------------------------------------

1 4,988 0 2,591 250,000 0 2,797 250,000 0 3,004 250,000
2 10,224 1,822 5,087 250,000 2,398 5,663 250,000 3,000 6,265 250,000
3 15,723 4,222 7,487 250,000 5,333 8,598 250,000 6,543 9,808 250,000
4 21,497 6,523 9,788 250,000 8,337 11,602 250,000 10,396 13,661 250,000
5 27,559 8,717 11,982 250,000 11,406 14,671 250,000 14,586 17,851 250,000
6 33,925 11,457 14,069 250,000 15,195 17,807 250,000 19,801 22,413 250,000
7 40,608 14,075 16,034 250,000 19,038 20,997 250,000 25,416 27,375 250,000
8 47,626 16,558 17,864 250,000 22,925 24,231 250,000 31,464 32,770 250,000
9 54,995 18,894 19,547 250,000 26,849 27,502 250,000 37,985 38,638 250,000
10 62,732 21,068 21,068 250,000 30,795 30,795 250,000 45,020 45,020 250,000
15 107,623 29,920 29,920 250,000 52,072 52,072 250,000 92,420 92,420 250,000
20 164,916 32,017 32,017 250,000 73,521 73,521 250,000 170,290 170,290 250,000
25 238,039 22,393 22,393 250,000 92,384 92,384 250,000 305,983 305,983 354,940
30 331,364 * * * 103,589 103,589 250,000 531,540 531,540 568,748
35 450,473 * * * 93,247 93,247 250,000 908,739 908,739 954,176
- ------------------------------------------------------------------------------------------------

* Premium in addition to the planned premium is required to keep the Policy
in effect.

(1) The values illustrated assume that the planned premium of $4,750 is paid
at the beginning of each Policy year. Values will be different if premiums
are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or withdrawals have been made. Excessive loans or
withdrawals may cause this Policy to lapse because of insufficient
surrender value.
(3) The values and benefits are shown using the maximum expense charges and
cost of insurance rates allowable under the Policy. Accordingly, if the
assumed hypothetical gross annual investment return were earned, the
values and benefits of an actual Policy with the listed specifications
could never be less than those shown, and in some cases may be greater
than those shown.

The hypothetical gross annual investment rates of return shown above and
elsewhere in this prospectus are illustrative only and should not be deemed a
representation of past or future investment rates of return.

Actual investment rates of return may be more or less than those shown and will
depend on a number of factors, including prevailing interest rates, rates of
inflation, and the allocations made by an Owner among the Investment Options.
The gross hypothetical investment rates of return of 0%, 6%, and 12% shown
above correspond to net annual rates of -.94%, 5.06%, and 11.06%. The Death
Benefit and Account Value for a Policy will be different from those shown if
the actual investment rate of return averages 0%, 6%, and 12% over a period of
years, but fluctuated above or below those averages for individual Policy
years. No representations can be made by GE Capital Life Assurance Company of
New York or the Funds that these hypothetical investment rates of return can be
achieved for any one year or sustained over any period of time.

Flexible Premium Variable Life Insurance

Male Issue Age 45 Initial Specified Amount $250,000
Preferred No Nicotine Use
Underwriting Risk Initial Premium and Planned
Death Benefit Option -- Level Premium (Payable Annually) (1) $ 4,750

0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5% ------------------------ ------------------------- -----------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- ----------------------------------------------------------------------------------------------------

1 4,988 33 3,298 250,000 266 3,531 250,000 498 3,763 250,000
2 10,224 3,227 6,492 250,000 3,898 7,163 250,000 4,598 7,863 250,000
3 15,723 6,323 9,588 250,000 7,641 10,906 250,000 9,073 12,338 250,000
4 21,497 9,330 12,595 250,000 11,511 14,776 250,000 13,976 17,241 250,000
5 27,559 12,280 15,545 250,000 15,544 18,809 250,000 19,383 22,648 250,000
6 33,925 15,813 18,425 250,000 20,386 22,998 250,000 25,988 28,600 250,000
7 40,608 19,262 21,221 250,000 25,379 27,338 250,000 33,184 35,143 250,000
8 47,626 22,610 23,916 250,000 30,512 31,818 250,000 41,016 42,322 250,000
9 54,995 25,871 26,524 250,000 35,805 36,458 250,000 49,569 50,222 250,000
10 62,732 29,003 29,003 250,000 41,225 41,225 250,000 58,885 58,885 250,000
15 107,623 43,084 43,084 250,000 71,535 71,535 250,000 122,304 122,304 250,000
20 164,916 53,829 53,829 250,000 107,841 107,841 250,000 229,561 229,561 280,065
25 238,039 60,779 60,779 250,000 153,443 153,443 250,000 411,331 411,331 477,144
30 331,364 59,814 59,814 250,000 212,101 212,101 250,000 715,242 715,242 765,309
35 450,473 47,338 47,338 250,000 291,710 291,710 306,296 1,226,972 1,226,972 1,288,321
- ----------------------------------------------------------------------------------------------------

(1) The values illustrated assume that the planned premium of $4,750 is paid
at the beginning of each Policy year. Values will be different if premiums
are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or withdrawals have been made. Excessive loans or
withdrawals may cause this Policy to lapse because of insufficient
surrender value.
(3) The values and benefits are shown using the expense charges and cost of
insurance rates currently in effect. Although GE Capital Life Assurance
Company of New York anticipates deducting these charges for the forseeable
future, THESE CHARGES ARE NOT GUARANTEED AND COULD BE RAISED AT THE
DISCRETION OF GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK. Accordingly,
even if the assumed hypothetical gross annual investment return were
earned, the values and benefits under an actual Policy with the listed
specifications may be less than those shown if the cost of insurance
charges were increased.

Flexible Premium Variable Life Insurance

Male Issue Age 45 Initial Specified Amount $250,000
Preferred No Nicotine Use
Underwriting Risk Initial Premium and Planned
Death Benefit Option --
Increasing Premium (Payable Annually) (1) $13,000

0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5% ------------------------- ------------------------- -----------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- -----------------------------------------------------------------------------------------------------

1 13,650 6,836 10,101 260,101 7,497 10,762 260,762 8,159 11,424 261,424
2 27,983 16,725 19,990 269,990 18,678 21,943 271,943 20,713 23,978 273,978
3 43,032 26,401 29,666 279,666 30,293 33,558 283,558 34,508 37,773 287,773
4 58,833 35,861 39,126 289,126 42,355 45,620 295,620 49,672 52,937 302,937
5 75,425 45,099 48,364 298,364 54,875 58,140 308,140 66,337 69,602 319,602
6 92,846 54,766 57,378 307,378 68,521 71,133 321,133 85,308 87,920 337,920
7 111,138 64,194 66,153 316,153 82,644 84,603 334,603 106,103 108,062 358,062
8 130,345 73,370 74,676 324,676 97,248 98,554 348,554 128,969 130,275 380,275
9 150,513 82,283 82,936 332,936 112,386 113,039 363,039 154,116 154,769 404,769
10 171,688 90,912 90,912 340,912 128,072 128,072 378,072 181,770 181,770 431,770
15 294,547 130,478 130,478 380,478 216,551 216,551 466,551 369,922 369,922 619,922
20 451,350 160,575 160,575 410,575 320,695 320,695 570,695 676,510 676,510 926,510
25 651,475 176,571 176,571 426,571 440,100 440,100 690,100 1,180,300 1,180,300 1,430,300
30 906,890 170,026 170,026 420,026 568,066 568,066 818,066 2,003,684 2,003,684 2,253,684
35 1,232,872 126,579 126,579 376,579 689,364 689,364 939,364 3,348,122 3,348,122 3,598,122
- -----------------------------------------------------------------------------------------------------

(1) The values illustrated assume that the planned premium of $13,000 is paid
at the beginning of each Policy year. Values will be different if premiums
are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or withdrawals have been made. Excessive loans or
withdrawals may cause this Policy to lapse because of insufficient
surrender value.
(3) The values and benefits are shown using the maximum expense charges and
cost of insurance rates allowable under the Policy. Accordingly, if the
assumed hypothetical gross annual investment return were earned, the
values and benefits of an actual Policy with the listed specifications
could never be less than those shown, and in some cases may be greater
than those shown.

Flexible Premium Variable Life Insurance

Male Issue Age 45 Initial Specified Amount $250,000
Preferred No Nicotine Use
Underwriting Risk Initial Premium and Planned
Death Benefit Option --
Increasing Premium (Payable Annually) (1) $13,000

0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5% ------------------------- --------------------------- -----------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- -------------------------------------------------------------------------------------------------------

1 13,650 7,754 11,019 261,019 8,454 11,719 261,719 9,155 12,420 262,420
2 27,983 18,554 21,819 271,819 20,641 23,906 273,906 22,814 26,079 276,079
3 43,032 29,139 32,404 282,404 33,320 36,585 286,585 37,844 41,109 291,109
4 58,833 39,522 42,787 292,787 46,521 49,786 299,786 54,400 57,665 307,665
5 75,425 49,735 53,000 303,000 60,300 63,565 313,565 72,674 75,939 325,939
6 92,846 60,419 63,031 313,031 75,320 77,932 327,932 93,482 96,094 346,094
7 111,138 70,906 72,865 322,865 90,937 92,896 342,896 116,406 118,365 368,365
8 130,345 81,179 82,485 332,485 107,185 108,491 358,491 141,691 142,997 392,997
9 150,513 91,252 91,905 341,905 124,141 124,794 374,794 169,605 170,258 420,258
10 171,688 101,089 101,089 351,089 141,790 141,790 391,790 200,387 200,387 450,387
15 294,547 147,316 147,316 397,316 242,379 242,379 492,379 410,933 410,933 660,933
20 451,350 187,828 187,828 437,828 366,558 366,558 616,558 760,344 760,344 1,010,344
25 651,475 222,327 222,327 472,327 521,548 521,548 771,548 1,348,006 1,348,006 1,598,006
30 906,890 244,967 244,967 494,967 708,186 708,186 958,186 2,327,784 2,327,784 2,577,784
35 1,232,872 252,290 252,290 502,290 930,819 930,819 1,180,819 3,965,538 3,965,538 4,215,538
- -------------------------------------------------------------------------------------------------------

(1) The values illustrated assume that the planned premium of $13,000 is paid
at the beginning of each Policy year. Values will be different if premiums
are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or withdrawals have been made. Excessive loans or
withdrawals may cause this Policy to lapse because of insufficient
surrender value.
(3) The values and benefits are shown using the expense charges and cost of
insurance rates currently in effect. Although GE Capital Life Assurance
Company of New York anticipates deducting these charges for the forseeable
future, THESE CHARGES ARE NOT GUARANTEED AND COULD BE RAISED AT THE
DISCRETION OF GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK. Accordingly,
even if the assumed hypothetical gross annual investment return were
earned, the values and benefits under an actual Policy with the listed
specifications may be less than those shown if the cost of insurance
charges were increased.

Actual investment rates of return may be more or less than those shown and will
depend on a number of factors, including prevailing interest rates, rates of
inflation, and the allocations made by an owner among the investment options.
The gross hypothetical investment rates of return of 0%, 6%, and 12% shown
above correspond to net annual rates of -.94%, 5.06%, and 11.06%. The death
benefit and Account Value for a Policy will be different from those shown if
the actual investment rate of return averages 0%, 6%, and 12% over a period of
years, but fluctuated above or below those averages for individual Policy
years. No representations can be made by GE Capital Life Assurance Company of
New York or the Funds that these hypothetical investment rates of return can be
achieved for any one year or sustained over any period of time.

Flexible Premium Variable Life Insurance

Male Issue Age 45 Initial Specified Amount $250,000
Preferred No Nicotine Use
Underwriting Risk Initial Premium and Planned
Death Benefit Option -- Return
of Premium Premium (Payable Annually) (1) $4,750

0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5% ------------------------ ------------------------ -------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- -----------------------------------------------------------------------------------------------

1 4,988 0 2,575 254,750 0 2,781 254,750 0 2,987 254,750
2 10,224 1,773 5,038 259,500 2,346 5,611 259,500 2,946 6,211 259,500
3 15,723 4,118 7,383 264,250 5,221 8,486 264,250 6,424 9,689 264,250
4 21,497 6,341 9,606 269,000 8,139 11,404 269,000 10,180 13,445 269,000
5 27,559 8,430 11,695 273,750 11,087 14,352 273,750 14,232 17,497 273,750
6 33,925 11,033 13,645 278,500 14,716 17,328 278,500 19,260 21,872 278,500
7 40,608 13,478 15,437 283,250 18,352 20,311 283,250 24,626 26,585 283,250
8 47,626 15,744 17,050 288,000 21,975 23,281 288,000 30,350 31,656 288,000
9 54,995 17,814 18,467 292,750 25,567 26,220 292,750 36,455 37,108 292,750
10 62,732 19,659 19,659 297,500 29,098 29,098 297,500 42,960 42,960 297,500
15 107,623 25,570 25,570 321,250 46,453 46,453 321,250 84,984 84,984 321,250
20 164,916 20,809 20,809 345,000 58,119 58,119 345,000 147,796 147,796 345,000
25 238,039 * * * 53,261 53,261 368,750 248,336 248,336 368,750
30 331,364 * * * 5,868 5,868 392,500 428,301 428,301 458,283
35 450,473 * * * * * * 737,324 737,324 774,190
- -----------------------------------------------------------------------------------------------

* Premium in addition to the planned premium is required to keep the Policy
in effect.

Actual investment rates of return may be more or less than those shown and will
depend on a number of factors, including prevailing interest rates, rates of
inflation, and the allocations made by an Owner among the Investment Options.
The gross hypothetical investment rates of return of 0%, 6%, and 12% shown
above correspond to net annual rates of -.94%, 5.06%, and 11.06%. The Death
Benefit and Account Value for a Policy will be different from those shown if
the actual investment rate of return averages 0%, 6%, and 12% over a period of
years, but fluctuated above or below those averages for individual policy
years. no representations can be made by GE Capital Life Assurance Company of
New York or the Funds that these hypothetical investment rates of return can be
achieved for any one year or sustained over any period of time.

Flexible Premium Variable Life Insurance

0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5% ------------------------ ------------------------- -----------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- ----------------------------------------------------------------------------------------------------

1 4,988 28 3,293 254,750 260 3,525 254,750 493 3,758 254,750
2 10,224 3,210 6,475 259,500 3,880 7,145 259,500 4,579 7,844 259,500
3 15,723 6,284 9,549 264,250 7,600 10,865 264,250 9,029 12,294 264,250
4 21,497 9,259 12,524 269,000 11,434 14,699 269,000 13,892 17,157 269,000
5 27,559 12,167 15,432 273,750 15,418 18,683 273,750 19,245 22,510 273,750
6 33,925 15,645 18,257 278,500 20,197 22,809 278,500 25,775 28,387 278,500
7 40,608 19,024 20,983 283,250 25,106 27,065 283,250 32,871 34,830 283,250
8 47,626 22,281 23,587 288,000 30,130 31,436 288,000 40,570 41,876 288,000
9 54,995 25,430 26,083 292,750 35,284 35,937 292,750 48,951 49,604 292,750
10 62,732 28,417 28,417 297,500 40,524 40,524 297,500 58,039 58,039 297,500
15 107,623 40,940 40,940 321,250 68,835 68,835 321,250 118,809 118,809 321,250
20 164,916 48,400 48,400 345,000 100,460 100,460 345,000 219,132 219,132 345,000
25 238,039 49,069 49,069 368,750 136,058 136,058 368,750 392,020 392,020 454,743
30 331,364 34,156 34,156 392,500 171,677 171,677 392,500 682,948 682,948 730,755
35 450,473 * * * 207,055 207,055 392,500 1,172,812 1,172,812 1,231,453
- ----------------------------------------------------------------------------------------------------

* Premium in addition to the planned premium is required to keep the Policy
in effect.

(1) The values illustrated assume that the planned premium of $4,750 is paid
at the beginning of each Policy year. Values will be different if premiums
are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or withdrawals have been made. Excessive loans or
withdrawals may cause this Policy to lapse because of insufficient
surrender value.
(3) The values and benefits are shown using the expense charges and cost of
insurance rates currently in effect. Although GE Capital Life Assurance
Company of New York anticipates deducting these charges for the forseeable
future, THESE CHARGES ARE NOT GUARANTEED AND COULD BE RAISED AT THE
DISCRETION OF GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK. Accordingly,
even if the assumed hypothetical gross annual investment return were
earned, the values and benefits under an actual Policy with the listed
specifications may be less than those shown if the cost of insurance
charges were increased.

Flexible Premium Joint and Last SurvivorVariable Life Insurance

Male Issue Age 45 Preferred No
Nicotine Use Initial Specified Amount $500,000
Female Issue Age 45 Preferred No
Nicotine Use Initial Premium and Planned
Death Benefit Option -- Level Premium (Payable Annually) (1) $4,750

0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5% ------------------------ ------------------------- -----------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- ----------------------------------------------------------------------------------------------------

1 4,988 701 2,861 500,000 915 3,075 500,000 1,131 3,291 500,000
2 10,224 3,510 5,670 500,000 4,119 6,279 500,000 4,756 6,916 500,000
3 15,723 6,265 8,425 500,000 7,454 9,614 500,000 8,748 10,908 500,000
4 21,497 8,965 11,125 500,000 10,924 13,084 500,000 13,142 15,302 500,000
5 27,559 11,607 13,767 500,000 14,533 16,693 500,000 17,978 20,138 500,000
6 33,925 14,618 16,348 500,000 18,712 20,442 500,000 23,730 25,460 500,000
7 40,608 17,571 18,866 500,000 23,038 24,333 500,000 30,017 31,312 500,000
8 47,626 20,449 21,314 500,000 27,503 28,368 500,000 36,881 37,746 500,000
9 54,995 23,257 23,687 500,000 32,115 32,545 500,000 44,386 44,816 500,000
10 62,732 25,977 25,977 500,000 36,863 36,863 500,000 52,583 52,583 500,000
15 107,623 42,543 42,543 500,000 68,219 68,219 500,000 113,415 113,415 500,000
20 164,916 54,658 54,658 500,000 104,039 104,039 500,000 210,886 210,886 500,000
25 238,039 57,751 57,751 500,000 141,273 141,273 500,000 370,953 370,953 500,000
30 331,364 41,386 41,386 500,000 172,593 172,593 500,000 644,155 644,155 689,246
35 450,473 * * * 176,884 176,884 500,000 1,102,361 1,102,361 1,157,479
- ----------------------------------------------------------------------------------------------------

* Premium in addition to the planned premium is required to keep the Policy
in effect.

Actual investment rates of return may be more or less than those shown and will
depend on a number of factors, including prevailing interest rates, rates of
inflation, and the allocations made by an Owner among the Investment Options.
The gross hypothetical investment rates of return of 0%, 6%, and 12% shown
above correspond to net annual rates of -.94%, 5.06%, and 11.06%. The Death
Benefit and Account Value for a Policy will be different from those shown if
the actual investment rate of return averages 0%, 6%, and 12% over a period of
years, but fluctuated above or below those averages for individual Policy
years. No representations can be made by GE Capital Life Assurance Company of
New York or the funds that these hypothetical investment rates of return can be
achieved for any one year or sustained over any period of time.

Flexible Premium Joint and Last Survivor Variable Life Insurance

0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5% ------------------------ ------------------------- -----------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- -----------------------------------------------------------------------------------------------------

1 4,988 858 3,018 500,000 1,081 3,241 500,000 1,305 3,465 500,000
2 10,224 3,832 5,992 500,000 4,468 6,628 500,000 5,133 7,293 500,000
3 15,723 6,761 8,921 500,000 8,007 10,167 500,000 9,361 11,521 500,000
4 21,497 9,646 11,806 500,000 11,704 13,864 500,000 14,030 16,190 500,000
5 27,559 12,486 14,646 500,000 15,565 17,725 500,000 19,187 21,347 500,000
6 33,925 15,712 17,442 500,000 20,027 21,757 500,000 25,312 27,042 500,000
7 40,608 18,898 20,193 500,000 24,673 25,968 500,000 32,036 33,331 500,000
8 47,626 22,034 22,899 500,000 29,499 30,364 500,000 39,409 40,274 500,000
9 54,995 25,127 25,557 500,000 34,521 34,951 500,000 47,509 47,939 500,000
10 62,732 28,167 28,167 500,000 39,736 39,736 500,000 56,399 56,399 500,000
15 107,623 47,026 47,026 500,000 74,553 74,553 500,000 122,738 122,738 500,000
20 164,916 63,759 63,759 500,000 117,200 117,200 500,000 231,468 231,468 500,000
25 238,039 77,656 77,656 500,000 168,981 168,981 500,000 413,710 413,710 500,000
30 331,364 86,229 86,229 500,000 230,685 230,685 500,000 721,954 721,954 772,491
35 450,473 84,732 84,732 500,000 304,740 304,740 500,000 1,241,650 1,241,650 1,303,733
- -----------------------------------------------------------------------------------------------------

(1) The values illustrated assume that the planned premium of $4,750 is paid
at the beginning of each Policy year. Values will be different if premiums
are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or withdrawals have been made. Excessive loans or
withdrawals may cause this Policy to lapse because of insufficient
surrender value.
(3) The values and benefits are shown using the expense charges and cost of
insurance rates currently in effect. Although GE Capital Life Assurance
Company of New York anticipates deducting these charges for the forseeable
future, THESE CHARGES ARE NOT GUARANTEED AND COULD BE RAISED AT THE
DISCRETION OF GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK. Accordingly,
even if the assumed hypothetical gross annual investment return were
earned, the values and benefits under an actual Policy with the listed
specifications may be less than those shown if the cost of insurance
charges were increased.

Flexible Premium Joint and Last SurvivorVariable Life Insurance

Male Issue Age 45 Preferred No
Nicotine Use Initial Specified Amount $500,000
Female Issue Age 45 Preferred No
Nicotine Use Initial Premium and Planned
Death Benefit Option --
Increasing Premium (Payable Annually) (1) $13,000

0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5% ------------------------- --------------------------- -----------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- --------------------------------------------------------------------------------------------------------

1 13,650 8,223 10,383 510,383 8,893 11,053 511,053 9,564 11,724 511,724
2 27,983 18,445 20,605 520,605 20,436 22,596 522,596 22,508 24,668 524,668
3 43,032 28,508 30,668 530,668 32,488 34,648 534,648 36,797 38,957 538,957
4 58,833 38,410 40,570 540,570 45,070 47,230 547,230 52,570 54,730 554,730
5 75,425 48,150 50,310 550,310 58,203 60,363 560,363 69,980 72,140 572,140
6 92,846 58,157 59,887 559,887 72,337 74,067 574,067 89,624 91,354 591,354
7 111,138 68,002 69,297 569,297 87,068 88,363 588,363 111,260 112,555 612,555
8 130,345 77,673 78,538 578,538 102,406 103,271 603,271 135,082 135,947 635,947
9 150,513 87,173 87,603 587,603 118,381 118,811 618,811 161,320 161,750 661,750
10 171,688 96,485 96,485 596,485 135,002 135,002 635,002 190,210 190,210 690,210
15 294,547 144,509 144,509 644,509 234,261 234,261 734,261 393,793 393,793 893,793
20 451,350 185,432 185,432 685,432 355,910 355,910 855,910 731,164 731,164 1,231,164
25 651,475 214,330 214,330 714,330 501,355 501,355 1,001,355 1,291,156 1,291,156 1,791,156
30 906,890 220,368 220,368 720,368 663,071 663,071 1,163,071 2,209,766 2,209,766 2,709,766
35 1,232,872 175,737 175,737 675,737 812,596 812,596 1,312,596 3,697,455 3,697,455 4,197,455
- --------------------------------------------------------------------------------------------------------

(1) The values illustrated assume that the planned premium of $13,000 is paid
at the beginning of each Policy year. Values will be different if premiums
are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or withdrawals have been made. Excessive loans or
withdrawals may cause this Policy to lapse because of insufficient
surrender value.
(3) The values and benefits are shown using the maximum expense charges and
cost of insurance rates allowable under the Policy. Accordingly, if the
assumed hypothetical gross annual investment return were earned, the values
and benefits of an actual Policy with the listed specifications could never
be less than those shown, and in some cases may be greater than those
shown.

Actual investment rates of return may be more or less than those shown and will
depend on a number of factors, including prevailing interest rates, rates of
inflation, and the allocations made by an owner among the Investment Options.
The gross hypothetical investment rates of return of 0%, 6%, and 12% shown
above correspond to net annual rates of -.94%, 5.06%, and 11.06%. The Death
Benefit and Account Value for a Policy will be different from those shown if
the actual investment rate of return averages 0%, 6%, and 12% over a period of
years, but fluctuated above or below those averages for individual Policy
years. No representations can be made by GE Capital Life Assurance Company of
New York or the Funds that these hypothetical investment rates of return can be
achieved for any one year or sustained over any period of time.

Flexible Premium Variable Life Insurance

0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5% ------------------------- ----------------------------- -----------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- ---------------------------------------------------------------------------------------------------------

1 13,650 8,583 10,743 510,743 9,274 11,434 511,434 9,966 12,126 512,126
2 27,983 19,172 21,332 521,332 21,226 23,386 523,386 23,365 25,525 525,525
3 43,032 29,606 31,766 531,766 33,718 35,878 535,878 38,170 40,330 540,330
4 58,833 39,888 42,048 542,048 46,774 48,934 548,934 54,527 56,687 556,687
5 75,425 50,020 52,180 552,180 60,419 62,579 562,579 72,599 74,759 574,759
6 92,846 60,433 62,163 562,163 75,110 76,840 576,840 92,997 94,727 594,727
7 111,138 70,703 71,998 571,998 90,447 91,742 591,742 115,492 116,787 616,787
8 130,345 80,820 81,685 581,685 106,448 107,313 607,313 140,293 141,158 641,158
9 150,513 90,795 91,225 591,225 123,153 123,583 623,583 167,651 168,081 668,081
10 171,688 100,616 100,616 600,616 140,578 140,578 640,578 197,820 197,820 697,820
15 294,547 151,920 151,920 651,920 245,460 245,460 745,460 411,470 411,470 911,470
20 451,350 198,711 198,711 698,711 377,590 377,590 877,590 769,414 769,414 1,269,414
25 651,475 240,873 240,873 740,873 545,029 545,029 1,045,029 1,373,978 1,373,978 1,873,978
30 906,890 275,692 275,692 775,692 753,202 753,202 1,253,202 2,388,538 2,388,538 2,888,538
35 1,232,872 297,199 297,199 797,199 1,006,343 1,006,343 1,506,343 4,087,884 4,087,884 4,587,884
- ---------------------------------------------------------------------------------------------------------

(1) The values illustrated assume that the planned premium of $13,000 is paid
at the beginning of each Policy year. Values will be different if premiums
are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or withdrawals have been made. Excessive loans or
withdrawals may cause this Policy to lapse because of insufficient
surrender value.
(3) The values and benefits are shown using the expense charges and cost of
insurance rates currently in effect. Although GE Capital Life Assurance
Company of New York anticipates deducting these charges for the forseeable
future, THESE CHARGES ARE NOT GUARANTEED AND COULD BE RAISED AT THE
DISCRETION OF GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK. Accordingly,
even if the assumed hypothetical gross annual investment return were
earned, the values and benefits under an actual Policy with the listed
specifications may be less than those shown if the cost of insurance
charges were increased.

Flexible Premium Joint and Last SurvivorVariable Life Insurance

Male Issue Age 45 Preferred No
Nicotine Use Initial Specified Amount $500,000
Female Issue Age 45 Preferred No
Nicotine Use Initial Premium and Planned
Death Benefit Option -- Return
of Premium Premium (Payable Annually) (1) $4,750

0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5% ------------------------ ------------------------- -----------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- -----------------------------------------------------------------------------------------------------

1 4,988 701 2,861 504,750 915 3,075 504,750 1,131 3,291 504,750
2 10,224 3,509 5,669 509,500 4,119 6,279 509,500 4,755 6,915 509,500
3 15,723 6,264 8,424 514,250 7,453 9,613 514,250 8,746 10,906 514,250
4 21,497 8,962 11,122 519,000 10,921 13,081 519,000 13,139 15,299 519,000
5 27,559 11,601 13,761 523,750 14,526 16,686 523,750 17,971 20,131 523,750
6 33,925 14,607 16,337 528,500 18,700 20,430 528,500 23,716 25,446 528,500
7 40,608 17,552 18,847 533,250 23,017 24,312 533,250 29,994 31,289 533,250
8 47,626 20,419 21,284 538,000 27,469 28,334 538,000 36,843 37,708 538,000
9 54,995 23,210 23,640 542,750 32,062 32,492 542,750 44,327 44,757 542,750
10 62,732 25,907 25,907 547,500 36,783 36,783 547,500 52,491 52,491 547,500
15 107,623 42,173 42,173 571,250 67,775 67,775 571,250 112,876 112,876 571,250
20 164,916 53,228 53,228 595,000 102,255 102,255 595,000 208,600 208,600 595,000
25 238,039 52,873 52,873 618,750 134,996 134,996 618,750 362,400 362,400 618,750
30 331,364 26,187 26,187 642,500 152,420 152,420 642,500 621,424 621,424 664,924
35 450,473 * * * 115,742 115,742 642,500 1,064,276 1,064,276 1,117,490
- -----------------------------------------------------------------------------------------------------

* Premium in addition to the planned premium is required to keep the Policy
in effect.

Flexible Premium Joint and Last Survivor Variable Life Insurance

0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Current Return with Current Return with Current
End Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
of At 5% ------------------------ ------------------------- -----------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- -----------------------------------------------------------------------------------------------------

1 4,988 858 3,018 504,750 1,081 3,241 504,750 1,305 3,465 504,750
2 10,224 3,832 5,992 509,500 4,468 6,628 509,500 5,133 7,293 509,500
3 15,723 6,761 8,921 514,250 8,007 10,167 514,250 9,361 11,521 514,250
4 21,497 9,645 11,805 519,000 11,703 13,863 519,000 14,030 16,190 519,000
5 27,559 12,485 14,645 523,750 15,564 17,724 523,750 19,186 21,346 523,750
6 33,925 15,710 17,440 528,500 20,026 21,756 528,500 25,310 27,040 528,500
7 40,608 18,895 20,190 533,250 24,670 25,965 533,250 32,033 33,328 533,250
8 47,626 22,029 22,894 538,000 29,494 30,359 538,000 39,404 40,269 538,000
9 54,995 25,120 25,550 542,750 34,513 34,943 542,750 47,500 47,930 542,750
10 62,732 28,156 28,156 547,500 39,723 39,723 547,500 56,384 56,384 547,500
15 107,623 46,945 46,945 571,250 74,458 74,458 571,250 122,625 122,625 571,250
20 164,916 63,423 63,423 595,000 116,786 116,786 595,000 230,945 230,945 595,000
25 238,039 76,560 76,560 618,750 167,573 167,573 618,750 411,804 411,804 618,750
30 331,364 82,781 82,781 642,500 226,114 226,114 642,500 717,796 717,796 768,041
35 450,473 75,431 75,431 642,500 291,760 291,760 642,500 1,234,639 1,234,639 1,296,371
- -----------------------------------------------------------------------------------------------------

(1) The values illustrated assume that the planned premium of $4,750 is paid
at the beginning of each Policy year. Values will be different if premiums
are paid with a different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or withdrawals have been made. Excessive loans or
withdrawals may cause this Policy to lapse because of insufficient
surrender value.
(3) The values and benefits are shown using the expense charges and cost of
insurance rates currently in effect. Although GE Capital Life Assurance
Company of New York anticipates deducting these charges for the forseeable
future, THESE CHARGES ARE NOT GUARANTEED AND COULD BE RAISED AT THE
DISCRETION OF GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK. Accordingly,
even if the assumed hypothetical gross annual investment return were
earned, the values and benefits under an actual Policy with the listed
specifications may be less than those shown if the cost of insurance
charges were increased.

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Financial Statements

Year ended December 31, 2001

(With Independent Auditors' Report Thereon)

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Table of Contents

December 31, 2001

Page
----

Financial Statements:

Independent Auditors' Report............................................. F-1

Consolidated Balance Sheets.............................................. F-2

Consolidated Statements of Income........................................ F-3

Consolidated Statements of Shareholders' Interest........................ F-4

Consolidated Statements of Cash Flows.................................... F-6

Notes to the Consolidated Financial Statements........................... F-7

Independent Auditors' Report

The Board of Directors
GE Capital Life Assurance Company of New York:

We have audited the accompanying balance sheets of GE Capital Life
Assurance Company of New York as of December 31, 2001 and 2000, and the
related statements of income, shareholder's interest, and cash flows for each
of the years in the three-year period ended December 31, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of GE Capital Life Assurance
Company of New York as of December 31, 2001 and 2000, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.

/s/ KPMG LLP
Richmond, Virginia
January 15, 2002

F-1

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

BALANCE SHEETS
(Dollar amounts in millions, except per share amounts)

December 31,
------------------
2001 2000
ASSETS -------- --------

Investments:
Fixed maturities available-for-sale, at fair value......... $2,686.3 $2,079.7
Equity Securities available-for-sale, at fair value........ 45.5 4.6
Mortgage loans, net of valuation allowance of $2.6 and $1.9
at December 31, 2001 and 2000, respectively............... 338.6 329.8
Policy loans............................................... 1.3 1.3
Short-term investments..................................... 5.0 74.0
-------- --------
Total investments.......................................... 3,076.7 2,489.4
-------- --------
Cash and cash equivalents.................................. 3.5 2.0
Accrued investment income.................................. 69.1 50.6
Deferred acquisition costs................................. 192.9 122.4
Intangible assets.......................................... 155.2 175.0
Other assets............................................... 266.5 15.6
Reinsurance recoverable.................................... 8.2 5.6
Separate account assets.................................... 73.1 61.1
-------- --------
Total assets............................................... $3,845.2 $2,921.7
======== ========
LIABILITIES AND SHAREHOLDER'S INTEREST
Liabilities:
Future annuity and contract benefits....................... $2,983.7 $2,294.4
Liability for policy and contract claims................... 73.7 57.7
Unearned premiums.......................................... 47.4 40.5
Other policyholder liabilities............................. 70.6 40.3
Accounts payable and accrued expenses...................... 138.2 17.9
Deferred tax liability..................................... 2.9 13.8
Separate account liabilities............................... 73.1 61.1
-------- --------
Total liabilities.......................................... 3,389.6 2,525.7
-------- --------
Shareholder's interest:
Net unrealized investment gains (losses)................... (2.7) 29.7
-------- --------
Accumulated non-owner changes in equity.................... (2.7) 29.7
Common stock ($1,000 par value, 2,000 shares authorized,
issued and outstanding)................................... 2.0 2.0
Additional paid-in capital................................. 387.6 342.6
Retained earnings ......................................... 68.7 21.7
-------- --------
Total shareholder's interest............................... 455.6 396.0
-------- --------
Total liabilities and shareholder's interest............... $3,845.2 $2,921.7
======== ========

See accompanying notes to financial statements.

F-2

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

STATEMENTS OF INCOME
(Dollar amounts in millions)

Years Ended
December 31,
----------------------
2001 2000 1999
------ ------ ------

Revenues:
Net investment income................................. $195.8 $155.5 $126.0
Premiums.............................................. 188.6 113.7 79.1
Net realized investment gains (losses)................ 22.2 (1.1) 0.3
Other income.......................................... 1.3 3.0 3.4
------ ------ ------
Total revenues........................................ 407.9 271.1 208.8
------ ------ ------
Benefits and expenses:
Benefits and other changes in policy reserves......... 155.5 104.4 78.4
Interest credited..................................... 113.5 87.9 69.3
Commissions........................................... 79.0 50.6 28.1
General expenses...................................... 30.3 23.1 19.6
Amortization of intangibles, net...................... 11.8 9.3 6.1
Change in deferred acquisition costs, net............. (56.5) (43.7) (23.3)
------ ------ ------
Total benefits and expenses........................... 333.6 231.6 178.2
------ ------ ------
Income before income taxes............................ 74.3 39.5 30.6
Provision for income taxes............................. 27.3 14.5 12.5
------ ------ ------
Net income............................................ $ 47.0 $ 25.0 $ 18.1
====== ====== ======

See accompanying notes to financial statements.

F-3

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

STATEMENTS OF SHAREHOLDER'S INTEREST
(Dollar amounts in millions, except share amounts)

Accumulated Total
Common Stock Additional Non-owner Retained
------------- Paid-In Changes In Earnings Shareholder's
Shares Amount Capital Equity (Deficit) Interest
------ ------ ---------- ----------- --------- -------------

Balances at January 1,
1999................... 2,000 $ 2.0 $259.4 $ 7.1 $ (4.9) $263.6
Changes other than
transactions with
shareholder:
Net income............. -- -- -- -- 18.1 18.1
Net unrealized losses
on investment
securities (a)........ -- -- -- (39.6) -- (39.6)
------
Total changes other
than transactions with
shareholder........... (21.5)
------
Dividends declared...... -- -- -- -- (16.5) (16.5)
----- ----- ------ ----- ------ ------
Balances at December 31,
1999................... 2,000 2.0 259.4 (32.5) (3.3) 225.6
Changes other than
transactions with
shareholder:
Net income............. -- -- -- -- 25.0 25.0
Net unrealized gains on
investment securities
(a)................... -- -- -- 62.2 -- 62.2
------
Total changes other
than transactions with
shareholder........... 87.2
Non-cash capital
contribution........... -- -- 83.2 -- -- 83.2
----- ----- ------ ----- ------ ------
Balances at December 31,
2000................... 2,000 2.0 342.6 29.7 21.7 396.0
Changes other than
transactions with
shareholder:
Net income............. -- -- -- -- 47.0 47.0
Net unrealized losses
on investment
securities (a)........ -- -- -- (32.4) -- (32.4)
------
Total changes other
than transactions with
shareholder........... 14.6
Capital contribution.... -- -- 45.0 -- -- 45.0
----- ----- ------ ----- ------ ------
Balances at December 31,
2001................... 2,000 $ 2.0 $387.6 $(2.7) $ 68.7 $455.6
===== ===== ====== ===== ====== ======

- -------
(a) Presented net of deferred taxes of $13.9, $(33.5) and $21.3 million in
2001, 2000, and 1999, respectively.

See accompanying notes to financial statements.

F-4

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

STATEMENTS OF CASH FLOWS
(Dollar amounts in millions)

Years Ended
December 31,
------------------------
2001 2000 1999
-------- ------ ------

Cash flows from operating activities:
Net income.......................................... $ 47.0 $ 25.0 $ 18.1
Adjustments to reconcile net income to net cash
provided by operating activities:
Change in reserves.................................. 194.5 274.6 117.6
Charges assessed to policyholders................... 0.2 (0.1) --
Net realized investment (gain) loss................. (22.2) 1.1 (0.3)
Amortization of investment premiums and discounts... (1.4) (3.1) (0.7)
Amortization of intangibles......................... 11.8 9.4 6.1
Deferred income tax provision (benefit)............. 14.2 5.1 (1.2)
Change in certain assets and liabilities:
(Increase) decrease in:
Accrued investment income......................... (18.5) (13.5) (6.5)
Deferred acquisition costs, net................... (56.5) (43.7) (23.3)
Other assets, net................................. (248.4) 2.7 (8.8)
Increase (decrease) in:
Other policyholder related balances............... 37.4 (0.2) 20.8
Policy and contract claims........................ 16.0 36.3 7.2
Accounts payable and accrued expenses............. 117.9 29.8 1.6
-------- ------ ------
Total adjustments................................ 45.0 298.4 112.5
-------- ------ ------
Net cash provided by operating activities........ 92.0 323.4 130.6
-------- ------ ------
Cash flows from investing activities:
Short-term investing activities, net................ 69.0 (74.0) --
Proceeds from sales and maturities of investments in
securities......................................... 1,276.3 247.8 408.2
Purchase of securities.............................. (1,965.6) (444.3) (567.5)
Mortgage and policy loan originations............... (34.2) (88.5) (93.8)
Principal collected on mortgage and policy loans.... 24.5 24.3 19.0
Acquisition, net of cash............................ -- (246.4) --
-------- ------ ------
Net cash used in investing activities............ (630.0) (581.1) (234.1)
-------- ------ ------
Cash flows from financing activities:
Proceeds from issuance of investment contracts...... 717.3 488.4 287.1
Redemption and benefit payments on investment
contracts.......................................... (222.8) (233.0) (177.6)
Capital contribution................................ 45.0 -- --
Dividends paid to shareholder....................... -- -- (16.5)
-------- ------ ------
Net cash provided by financing activities........ 539.5 255.4 93.0
-------- ------ ------
Net increase (decrease) in cash and cash
equivalents..................................... 1.5 (2.3) (10.5)
Cash and cash equivalents at beginning of year....... 2.0 4.3 14.8
-------- ------ ------
Cash and cash equivalents at end of year............. $ 3.5 $ 2.0 $ 4.3
======== ====== ======

See accompanying notes to financial statements.

F-5

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements
December 31, 2001, 2000, and 1999
(Dollar amounts in millions)

(1) Basis of Presentation and Summary of Significant Accounting Policies

The accompanying financial statements include the historical operations and
accounts of GE Capital Life Assurance Company of New York ("GECLA-NY" or "the
Company"). The Company is a wholly-owned subsidiary of General Electric
Capital Assurance Company ("GE Capital Assurance"), which, in turn, is wholly-
owned by GE Financial Assurance Holdings, Inc. ("GE Financial Assurance"). GE
Financial Assurance is wholly-owned, directly or indirectly, by General
Electric Company.

Basis of Presentation

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 those estimates.
Certain prior year amounts may have been reclassified to conform to the
current year presentation.

Products

The Company sells a variety of insurance and investment-related products.
Its operations are in two business segments: (i) Wealth Accumulation and
Transfer, and (ii) Lifestyle Protection and Enhancement.

Wealth Accumulation and Transfer products are investment vehicles and
insurance contracts 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. The Company's principal product lines
under the Wealth Accumulation and Transfer segment are deferred annuities,
structured settlements, immediate annuities, and variable annuities.

Lifestyle Protection and Enhancement products are products intended to
protect accumulated wealth and income from the financial drain of unforeseen
events. The Company's principal product line under the Lifestyle Protection
and Enhancement segment is long-term care insurance.

The Company markets and sells products in the State of New York through
financial institutions and various agencies. During 2001, 2000 and 1999, 87%,
82%, and 92%, respectively, of product sales were distributed through five
financial institutions, including one financial institution, which accounted
for 59%, 51%, and 60%, respectively, of total product sales.

Revenues

Investment income is recorded when earned. Realized investment gains and
losses are calculated on the basis of specific identification. Premiums on
long-duration insurance products are recognized as earned when due or, in the
case of life contingent immediate annuities, when the contracts are issued.
Premiums received under annuity contracts without significant mortality risk
are not reported as revenues but as liabilities for future annuity and
contract benefits. Variable product fees are charged to variable annuity
policyholders based upon the daily net assets of the policyholders' account
values and are recognized as revenue when charged. Other income consists
primarily of surrender charges on certain policies. Surrender charges are
recognized as income when the policy is surrendered.

Cash Equivalents

Certificates and other time deposits with original maturities of less than
90 days are considered cash equivalents in the Balance Sheets and Statements
of Cash Flows. Items with maturities greater than 90 days are included in
short term investments.

F-6

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Consolidated Financial Statements -- Continued
December 31, 2001, 2000 and 1999
(Dollar amounts in millions)

Investment Securities

The Company has designated its fixed maturities (bonds and notes) and its
equity securities (non-redeemable preferred stock) as available-for-sale. The
fair value for regularly traded fixed maturities and equity securities is
based on quoted market prices. For fixed maturities not regularly traded, fair
values are estimated using values obtained from independent pricing services
or are estimated by discounting expected future cash flows using a current
market rate applicable to the credit quality, industry sector, call features
and maturity of the investments, as applicable.

Changes in the fair values of investments available-for-sale, net of the
effect on deferred policy acquisition costs, present value of future profits,
and deferred federal income taxes, are reflected as unrealized investment
gains or losses in a separate component of shareholder's interest and,
accordingly, have no effect on net income. Investment securities are regularly
reviewed for impairment based on criteria that include the extent to which
cost exceeds market value, the duration of market decline, and the financial
health of the specific prospects for the issuer. Unrealized losses that are
considered other than temporary are recognized in earnings through an
adjustment to the amortized cost basis of the underlying securities. The
Company engages in certain securities lending transactions, which require the
borrower to provide collateral, primarily consisting of cash and government
securities, on a daily basis, in amounts equal to or exceeding 102% of the
market value of the applicable securities loaned.

Investment income on mortgage and asset-backed securities is initially
based upon yield, cash flow and prepayment assumptions at the date of
purchase. Subsequent revisions in those assumptions are recorded using the
retrospective method, whereby the amortized cost of the securities is adjusted
to the amount that would have existed had the revised assumptions been in
place at the date of purchase. The adjustments to amortized cost are recorded
as a charge or credit to investment income.

Mortgage and policy loans are stated at the unpaid principal balance of
such loans, net of allowances for estimated uncollectible amounts. The
allowance for losses is determined primarily on the basis of management's best
estimate of probable losses, including specific allowances for known troubled
loans, if any.

Short-term investments, if any are stated at amortized cost which
appreciates fair value. Equity securities (including seed money for new mutual
fund portfolios) are stated at fair value.

Intangible Assets

(a) Present Value of Future Profits

In conjunction with the acquisitions of life insurance companies, a portion
of the purchase price is assigned to the right to receive future gross profits
arising from existing insurance and investment contracts. This intangible
asset, called the present value of future profits ("PVFP"), represents the
actuarially determined present value of the projected future cash flows from
the acquired policies.

PVFP is amortized, net of accreted interest, in a manner similar to the
amortization of deferred acquisition costs. Interest accretes at rates
accredited to policyholders on underlying contracts.

Recoverability of PVFP is evaluated periodically by comparing the current
estimate of expected future gross profits to the unamortized asset balance. If
such comparison indicates that the expected gross profits will not be
sufficient to recover PVFP, the difference is charged to expense.

(b) Goodwill

Goodwill is amortized over its estimated period of benefit on the straight-
line method. No amortization period exceeds 25 years. Goodwill in excess of
associated expected operating cash flows is considered to be impaired and is
written down to fair value.

F-7

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Consolidated Financial Statements -- Continued
December 31, 2001, 2000 and 1999
(Dollar amounts in millions)

Deferred Acquisition Costs

Acquisition costs include costs and expenses that vary with and are
primarily related to the acquisition of insurance and investment contracts.
Deferred acquisition costs capitalized are determined by actual costs and
expenses incurred by product in the year of issue. Such costs are amortized as
follows:

For investment contracts, amortization of deferred acquisition cost is
based on the present value of the anticipated gross profits resulting from
investments, interest credited, surrender charges and other policy changes,
mortality and maintenance expenses. For insurance contracts, the acquisition
costs are amortized in relation to the estimated benefit payments or the
present value of expected future premiums.

Deferred acquisition costs are reviewed to determine if they are
recoverable from future income, including investment income, and, if not
considered recoverable, are charged to expense.

Federal Income Taxes

The Company is included with GE Capital Assurance in a consolidated life
insurance federal income tax return. Deferred taxes are allocated by applying
the asset and liability method of accounting for deferred income taxes to
members of the group as if each member was a separate taxpayer. Intercompany
balances are settled at least annually.

Reinsurance

Premium revenue, benefits, underwriting, acquisition and insurance expenses
are reported net of the amounts relating to reinsurance ceded to other
companies, except for reinsurance costs for universal life products. Amounts
due from reinsurers for incurred and estimated future claims are reflected in
the reinsurance recoverable asset. The cost of reinsurance is accounted for
over the terms of the related treaties using assumptions consistent with those
used to account for the underlying reinsured policies.

Future Annuity and Contract Benefits

Future annuity and contract benefits consist of the liability for life
insurance policies, accident and health, and deferred annuity contracts.
Investment contract liabilities are generally equal to the policyholder's
current account value. The liability for insurance and accident and health
contracts is calculated based upon actuarial assumptions as to mortality,
morbidity, interest, expense and withdrawals with experience adjustments for
adverse deviation where appropriate.

Liability for Policy and Contract Claims

The liability for policy and contract claims represents the amount needed
to provide for the estimated ultimate cost of settling claims relating to
insured events that have occurred on or before the end of the respective
reporting period. The estimated liability includes requirements for future
payments of (a) claims that have been reported to the insurer, (b) estimated
claims related to insured events that have occurred but that have not been
reported to the insurer, as of the date the liability is estimated, and (c)
claim adjustment expenses. Claim adjustment expenses include costs incurred in
the claim settlement process such as legal fees and costs to record, process,
and adjust claims.

Separate Accounts

The separate account assets and liabilities represent funds held, and the
related liabilities for, the exclusive benefit of the variable annuity
contract owners. The Company receives mortality risk fees and administration
charges from the variable mutual fund portfolios. The separate account assets
are carried at fair value and are equivalent to the liabilities that represent
the policyholders' equity in those assets.

F-8

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Consolidated Financial Statements -- Continued
December 31, 2001, 2000 and 1999
(Dollar amounts in millions)

Accounting Pronouncement Not Yet Adopted

SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets, modify the accounting for business combinations, goodwill
and identifiable intangible assets. As of January 1, 2002, all goodwill and
indefinite-lived intangible assets must be tested for impairment, and, if
necessary, a transition adjustment will be recognized. Management has not yet
determined the exact amount of goodwill impairment under these new standards,
if any. Amortization of goodwill will cease as of January 1, 2002, and
thereafter, all goodwill and any indefinite-lived intangible assets must be
tested at least annually for impairment. The effect of the non-amortization
provisions on 2002 operations will be affected by 2002 acquisitions, if any,
and cannot be forecast, but if these rules had applied to goodwill in 2001,
management believes that full-year 2001 net earnings would have increased by
approximately $3.4.

(2) Investment Securities

General

For the years ended December 31, the sources of investment income of the
Company were as follows:

2001 2000 1999
------ ------ ------

Fixed maturities........................................ $171.4 $133.8 $109.1
Mortgage and policy loans............................... 26.3 23.2 17.8
------ ------ ------
Gross investment income................................. 197.7 157.0 126.9
Investment expenses..................................... (1.9) (1.5) (0.9)
------ ------ ------
Net investment income................................... $195.8 $155.5 $126.0
====== ====== ======

For the years ended December 31, sales proceeds and gross realized
investment gains and losses resulting from the sales of investment securities
available-for-sale were as follows:

2001 2000 1999
------ ----- ------

Sales proceeds........................................... $996.2 $57.1 $143.0
------ ----- ------
Gross realized investment:
Gains................................................... 34.2 2.3 1.1
Losses.................................................. (12.0) (3.4) (0.8)
------ ----- ------
Net realized investment gains (losses)................... $ 22.2 $(1.1) $ 0.3
====== ===== ======

The additional proceeds from investments presented in the Company's
Statements of Cash Flows result from principal collected on mortgage and
asset-backed securities, maturities, calls and sinking fund payments.

Net unrealized gains and losses on investment securities classified as
available-for-sale are reflected as a separate component of shareholder's
interest at December 31 are summarized as follows:

2001 2000 1999
------ ----- ------

Net unrealized gains (losses) on fixed maturities
available-for-sale before adjustments................. $(18.4) $47.3 $(78.3)
Net unrealized gains (losses) on equity securities
available-for-sale before adjustments................. (0.4) -- --
Adjustments to the present value of future profits and
deferred acquisition costs............................ 14.4 (1.6) 28.3
Deferred income taxes.................................. 1.7 (16.0) 17.5
------ ----- ------
Net unrealized gains (losses) on available-for-sale
investment securities................................. $ (2.7) $29.7 $(32.5)
====== ===== ======

F-9

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements -- Continued
December 31, 2001, 2000 and 1999
(Dollar amounts in millions)

The change in the net unrealized gains (losses) on investment securities
reported in accumulated non-owner changes in equity is as follows:

2001 2000 1999
----- ------ ------

Net unrealized gain (loss) on investment securities --
beginning of year..................................... $29.7 $(32.5) $ 7.1
Unrealized gains (losses) on investment securities --
net of deferred taxes of $6.1, $(33.1), and $21.2..... (18.0) 61.5 (39.4)
Reclassification adjustments -- net of deferred taxes of
$7.8, $(0.4) and $0.1.................................. (14.4) 0.7 (0.2)
----- ------ ------
Net unrealized gain (loss) on investment securities --
end of year........................................... $(2.7) $ 29.7 $(32.5)
===== ====== ======

At December 31, the amortized cost, gross unrealized gains and losses, and
fair values of the Company's fixed maturities and equity securities available-
for-sale were as follows:

Gross Gross
Amortized Unrealized Unrealized Fair
2001 Cost Gains Losses Value
- ---- --------- ---------- ---------- --------

Fixed maturities:
U.S. government and agency.......... $ 79.3 $ 0.5 $ (5.5) $ 74.3
Non U.S. government................. 4.5 -- (0.1) 4.4
Non. U.S. corporate................. 167.1 4.0 (7.6) 163.5
U.S. corporate...................... 1,506.2 24.0 (54.4) 1,475.8
Mortgage backed..................... 441.6 9.1 (0.7) 450.0
Asset backed........................ 506.0 13.3 (1.0) 518.3
-------- ----- ------ --------
Total fixed maturities.............. 2,704.7 50.9 (69.3) 2,686.3
-------- ----- ------ --------
Non-redeemable preferred stock...... 45.9 0.4 (0.8) 45.5
-------- ----- ------ --------
Total available-for-sale
securities....................... $2,750.6 $51.3 $(70.1) $2,731.8
======== ===== ====== ========

Gross Gross
Amortized Unrealized Unrealized Fair
2000 Cost Gains Losses Value
- ---- --------- ---------- ---------- --------

Fixed maturities:
U.S. government and agency.......... $ 53.4 $ 0.1 $ -- $ 53.5
Non U.S. government................. 5.1 0.3 -- 5.4
Non. U.S. corporate................. 168.4 4.2 -- 172.6
U.S. corporate...................... 1,184.1 8.5 -- 1,192.6
Mortgage backed..................... 286.4 17.5 -- 303.9
Asset backed........................ 335.0 16.7 -- 351.7
-------- ----- ------ --------
Total fixed maturities.............. 2,032.4 47.3 -- 2,079.7
-------- ----- ------ --------
Non-redeemable preferred stock...... 4.6 -- -- 4.6
-------- ----- ------ --------
Total available-for-sale
securities....................... $2,037.0 $47.3 $ -- $2,084.3
======== ===== ====== ========

The scheduled maturity distribution of the fixed maturity portfolio at
December 31, 2001 follows. Expected maturities may differ from scheduled
contractual maturities because issuers of securities may have the right to
call or prepay obligations with or without call or prepayment penalties.

F-10

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements -- Continued
December 31, 2001, 2000 and 1999
(Dollar amounts in millions)

Amortized Fair
Cost Value
--------- --------

Due in one year or less..................................... $ 11.9 $ 11.9
Due after one year through five years....................... 299.9 306.2
Due after five years through ten years...................... 703.8 703.9
Due after ten years......................................... 741.5 696.0
-------- --------
Subtotal.................................................... 1,757.1 1,718.0
Mortgage backed securities.................................. 441.6 450.0
Asset backed securities..................................... 506.0 518.3
-------- --------
Totals...................................................... $2,704.7 $2,686.3
======== ========

At December 31, 2001, $131.6 of the Company's investments (excluding
mortgage and asset-backed securities) were subject to certain call provisions.

As required by law, the Company has investments on deposit with
governmental authorities and banks for the protection of policyholders of $1.1
at December 31, 2001 and $0.5 at December 31, 2000.

At December 31, 2001, approximately 23.0% and 15.9% of the Company's
investment portfolio is comprised of securities issued by the manufacturing
and utility industries, respectively, the vast majority of which are rated
investment grade and which are senior secured bonds. No other industry group
comprises more than 10% of the Company's investment portfolio. This portfolio
is widely diversified among various geographic regions in the United States
and is not dependent on the economic stability of one particular region.

At December 31, 2001, the Company did not hold any fixed maturity
securities, other than securities issued or guaranteed by the U.S. government,
which exceeded 10% of shareholder's interest.

The credit quality of the fixed maturity portfolio at December 31 follows.
The categories are based on the higher of the ratings published by Standard &
Poors or Moody's.

2001 2000
---------------- ----------------
Fair Fair
Value Percent Value Percent
-------- ------- -------- -------

Agencies and treasuries....................... $ 129.7 4.8% $ 264.8 12.7%
AAA/Aaa....................................... 863.1 32.1 500.3 24.1
AA/Aa......................................... 221.0 8.2 221.5 10.7
A/A........................................... 566.5 21.1 457.2 22.0
BBB/Baa....................................... 608.6 22.7 412.3 19.8
BB/Ba......................................... 47.1 1.8 29.7 1.4
B/B........................................... 2.0 0.1 11.0 0.5
CCC........................................... 14.2 0.5 1.7 0.1
Not rated..................................... 234.1 8.7 181.2 8.7
-------- ----- -------- -----
Totals........................................ $2,686.3 100.0% $2,079.7 100.0%
======== ===== ======== =====

F-11

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements -- Continued
December 31, 2001, 2000 and 1999
(Dollar amounts in millions)

Bonds with ratings ranging from AAA/Aaa to BBB-/Baa3 are generally regarded
as investment grade securities. Some agencies and treasuries (that is, those
securities issued by the United States government or an agency thereof) are
not rated, but all are considered to be investment grade securities. Finally,
certain securities, such as private placements, have not been assigned a
rating by any rating service and are therefore categorized as "not rated."
This has neither positive nor negative implications regarding the value of the
security.

At December 31, 2001 and 2000, there were fixed maturities in default
(issuer has missed a coupon payment or entered bankruptcy) with a fair value
of $6.0 and $1.7, respectively.

Mortgage Loans

At December 31, 2001 and 2000, the Company's mortgage loan portfolio
consisted of first mortgage loans on commercial real estate properties of 189
and 221, respectively. The loans, which are originated by the Company through
a network of mortgage bankers, are made on completed, leased properties and
generally have a maximum loan-to-value ratio of 75% at the date of
origination.

At December 31, 2001 and 2000, respectively, the Company held $73.0 and
$81.8 in mortgages secured by real estate in California, comprising 21.4% and
24.8% of the respective total mortgage portfolio. For the years ended December
31, 2001, 2000, 1999, respectively, the Company originated $9.3, $12.8 and
$38.3 of mortgages secured by real estate in California, which represent
27.1%, 14.7% and 40.9% and of the respective total originations for those
years.

The following table presents the activity in the allowance for losses
during the years ended December 31:

2001 2000 1999
---- ---- ----

Balance at January 1............................................ $1.9 $1.3 $0.9
Provision charged to operations................................. 0.7 0.6 0.4
---- ---- ----
Balance at December 31.......................................... $2.6 $1.9 $1.3
==== ==== ====

As of December 31, 2001 and 2000, the Company was committed to fund $7.1
and $2.0, respectively, in mortgage loans.

"Impaired" loans are defined under U.S. GAAP as loans for which it is
probable that the lender will be unable to collect all amounts due according
to the original contractual terms of the loan agreement. That definition
excludes, among other things, leases or large groups of smaller-balance
homogeneous loans, and therefore applies principally to the Company's
commercial loans. There were no impaired loans at December 31, 2001 and 2000.

(3) Deferred Acquisition Costs

Activity impacting deferred acquisition costs for the years ended December
31, was as follows:

2001 2000 1999
------ ------ -----

Unamortized balance at January 1....................... $123.6 $ 79.9 $56.6
Costs deferred......................................... 66.6 49.6 29.9
Amortization, net...................................... (10.1) (5.9) (6.6)
------ ------ -----
Unamortized balance at December 31..................... 180.1 123.6 79.9
Cumulative effect of net unrealized investment (gains)
losses................................................ 12.8 (1.2) 14.9
------ ------ -----
Balance at December 31................................. $192.9 $122.4 $94.8
====== ====== =====

F-12

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements -- Continued
December 31, 2001, 2000 and 1999
(Dollar amounts in millions)

(4) Intangible Assets

Present Value of Future Profits (PVFP)

The method used by the Company to value PVFP in connection with
acquisitions is summarized as follows: (1) identify the future gross profits
attributable to certain lines of business, (2) identify the risks inherent in
realizing those gross profits, and (3) discount those gross profits at the
rate of return that the Company must earn in order to accept the inherent
risks.

The following table presents the activity in PVFP for the years ended
December 31:

2001 2000 1999
------ ------ -----

Unamortized balance at January 1....................... $131.7 $ 21.8 $26.4
Acquisitions........................................... (23.8) 117.2 --
Interest accreted at 4.9% in 2001, 4.9% in 2000, 4.7%
in 1999............................................... 0.5 0.7 0.8
Amortization........................................... (8.9) (8.0) (5.4)
------ ------ -----
Unamortized balance at December 31..................... 99.5 131.7 21.8
Cumulative effect of net unrealized investment (gains)
losses................................................ 1.6 (0.4) 13.4
------ ------ -----
Balance at December 31................................. $101.1 $131.3 $35.2
====== ====== =====

The estimated percentage of the December 31, 2001 balance, before the
effect of unrealized investment gains or losses, to be amortized over each of
the next five years is as follows:

2002................................................... 7.8%
2003................................................... 9.1%
2004................................................... 9.1%
2005................................................... 9.2%
2006................................................... 9.3%

Amortization expense in future periods may be impacted by acquisitions,
realized capital gains or other factors affecting the emergence of gross
profits from certain lines of business.

Goodwill

At December 31, 2001 and 2000, total unamortized goodwill was $54.1 and
$43.7, respectively, which is presented net of accumulated amortization of
$15.4 and $12.0, respectively. Goodwill amortization was $3.4, $2.0, and $1.5
for the years ended December 31, 2001, 2000, and 1999, respectively. Goodwill
in excess of associated expected operating cash flows is considered to be
impaired and is written down to fair value (no such write-downs have been
made).

(5) Reinsurance

Certain policy risks are reinsured with other insurance companies to limit
the amount of loss retention. Reinsurance contracts do not relieve the Company
of its obligations to policyholders. In the event that the reinsurers would be
unable to meet their obligations, the Company is liable for the reinsured
claims. The Company monitors both the financial condition of individual
reinsurers and risk concentrations arising from similar geographic regions,
activities and economic characteristics of reinsurers to lessen the risk of
default by such reinsurers. The Company does not have significant
concentrations of reinsurance with any one reinsurer that could have a
material impact on its results of operations.

F-13

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements -- Continued
December 31, 2001, 2000 and 1999
(Dollar amounts in millions)

The Company has a reinsurance agreement with an affiliated company whereby
the Company assumed all liabilities and future premiums related to the
affiliate's New York business. Certain fixed maturities with a fair value of
$344.2 and $259.7 at December 31, 2001 and 2000, respectively, were held in
trust for the benefit of policyholders.

In July 2000, the Company began underwriting and distributing long-term
care insurance through a strategic alliance with The Travelers Insurance
Company ("Travelers") and certain of its Citigroup affiliates. Under the
arrangement, the Company assumed through indemnity reinsurance 90% of
Travelers existing long-term care insurance business issued in New York and
entered into a continuing agreement with various Citigroup distribution
channels including Travelers.

The maximum amount of individual ordinary life insurance normally retained
by the Company on any one life may not exceed $0.2. The effects of reinsurance
on premiums written and earned for the years ended December 31 were as
follows:

Written Earned
--------------------- ---------------------
2001 2000 1999 2001 2000 1999
------ ------ ----- ------ ------ -----

Direct.......................... $115.8 $ 87.1 $78.8 $114.4 $ 83.8 $76.2
Assumed......................... 82.3 33.1 5.2 78.2 33.1 5.2
Ceded........................... (3.9) (3.0) (2.3) (4.0) (3.2) (2.3)
------ ------ ----- ------ ------ -----
Net premiums.................... $194.2 $117.2 $81.7 $188.6 $113.7 $79.1
====== ====== ===== ====== ====== =====
Percentage of amount assumed to
net............................ 41.5% 29.1% 6.6%
====== ====== =====

Reinsurance recoveries recognized as a reduction of benefits amounted to
$16.9, $14.2 and $9.3 during 2001, 2000, and 1999, respectively. These
recoveries were partially offset by certain changes in benefits and other
policy reserves.

(6) Future Annuity and Contract Benefits

Investment Contracts

Investment contracts are broadly defined to include contracts without
significant mortality or morbidity risk. Payments received from sales of
investment contracts are recognized by providing a liability equal to the
current account value of the policyholders' contracts. Interest rates credited
to investment contracts are guaranteed for the initial policy term with
renewal rates determined as necessary by management. At December 31, 2001 and
2000, investment contracts totaled $2,352.3 and $1,766.4, respectively.

Traditional Life Insurance Contracts

Insurance contracts are broadly defined to include contracts with
significant mortality and/or morbidity risk. The liability for future benefits
of insurance contracts is the present value of such benefits less the present
value of future net premiums based on mortality, morbidity, and other
assumptions which were appropriate at the time the policies were issued or
acquired. These assumptions are periodically evaluated for potential premium
deficiencies. Any changes in the estimated liability are reflected in income
as estimates are revised. At December 31, 2001 and 2000, insurance contracts,
totaled $621.1 and $517.8, respectively.

Interest rate assumptions used in calculating the present value of future
annuity and contract benefits range from 5.5% to 7.5%.

Universal Life

Universal Life contracts are broadly defined to include contracts that
provide either death or annuity benefits and have features which may include
various policyholder charges, credited interest, and/or variable premiums. At
December 31, 2001 and 2000, Universal Life contracts totaled $10.2 and $10.4
respectively.

F-14

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements -- Continued
December 31, 2001, 2000 and 1999
(Dollar amounts in millions)

(7) Related-Party Transactions

The Company receives administrative services from certain affiliates for
which progress payments for these services are made monthly. For the years
ended December 31, 2001, 2000, and 1999, these services were valued at $15.8,
$20.2 and $17.7, respectively.

During 2001, the Company received a $45 capital contribution from GE
Capital Assurance as reflected in the Statements of Shareholder's Interest.

During 2000, the Company entered into an agreement with GNA Corporation, an
affiliate, in which GNA Corporation assumed, on a non-recourse basis, certain
tax liabilities. Accordingly, the assumption of such liabilities was recorded
as a non-cash capital contribution.

(8) Income Taxes

The total provision for income taxes for the years ended December 31
consisted of the following components:

2001 2000 1999
----- ----- -----

Current federal income tax provision......................... $13.1 $ 9.4 $13.7
Deferred federal income tax provision (benefit).............. 14.2 5.1 (1.2)
----- ----- -----
Total income tax provision................................... $27.3 $14.5 $12.5
===== ===== =====

The reconciliation of the federal statutory tax rate to the effective
income tax rate is as follows:

2001 2000 1999
---- ---- ----

Statutory U.S. federal income tax rate........................ 35.0% 35.0% 35.0%
State income tax, net of federal income tax effect............ -- -- --
Non-deductible goodwill amortization.......................... 1.6 1.7 1.8
Other, net.................................................... 0.1 -- 4.0
---- ---- ----
Effective rate................................................ 36.7% 36.7% 40.8%
==== ==== ====

F-15

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements -- Continued
December 31, 2001, 2000 and 1999
(Dollar amounts in millions)

The components of the net deferred income tax liability at December 31 are
as follows:

2001 2000
----- ------

Assets:
Net unrealized losses on investment securities................. $ 1.7 $ --
Future annuity and contract benefits........................... 92.0 76.3
----- ------
Total deferred income tax assets................................ 93.7 76.3
----- ------
Liabilities:
Net unrealized gains on investment securities.................. -- (16.0)
Investments.................................................... (1.8) (1.2)
Present value of future profits................................ (43.9) (44.2)
Deferred acquisition costs..................................... (49.1) (27.3)
Other, net..................................................... (1.8) (1.4)
----- ------
Total deferred income tax liabilities........................... (96.6) (90.1)
----- ------
Net deferred income tax liability............................... $(2.9) $(13.8)
===== ======

Based on an analysis of the Company's tax position, management believes it
is more likely than not that the results of future operations and
implementation of tax planning strategies will generate sufficient taxable
income enabling the Company to realize remaining deferred tax assets.
Accordingly, no valuation allowance for deferred tax assets is deemed
necessary.

The Company (received) paid $24.0, $(3.9) and $11.2, for federal and state
income taxes in 2001, 2000, and 1999, respectively.

(9) Guaranty Association Assessments

The Company is required by law to participate in the guaranty association
of the State of New York. The state guaranty association ensures payment of
guaranteed benefits, with certain restrictions, to policyholders of impaired
or insolvent insurance companies, by assessing all other companies involved in
similar lines of business. The insolvency of a major insurer that wrote
significant business in New York could have an adverse impact on the
profitability of the Company. The Company made no payments to the New York
State guaranty association in 2001 and 2000, and received a net refund of $0.2
in 1999.

(10) Litigation

The Company is a defendant in various cases of litigation considered to be
in the normal course of business. The Company believes that the outcome of
such litigation will not have a material effect on its financial position or
results of operations.

(11) Fair Value of Financial Instruments

Assets and liabilities that are reflected in the Financial Statements at
fair value are not included in the following disclosures; such items include
cash and cash equivalents, investment securities, separate accounts and
beginning in 2001, derivative financial instruments. Other assets and
liabilities--those not carried at fair value--are discussed in the following
pages. Apart from certain marketable securities, few of the instruments
discussed below are actively traded and their fair values must often be
determined using models. Although management has made every effort to develop
the fairest representation of fair value for this section, it would be unusual
if the estimates could actually have been realized at December 31, 2001 or
2000.

F-16

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements -- Continued
December 31, 2001, 2000 and 1999
(Dollar amounts in millions)

A description of how fair values are estimated follows:

Mortgage loans. Based on quoted market prices, recent transactions
and/or discounted future cash flows, using rates at which similar loans
would have been made to similar borrowers.

Investment contracts. Based on expected future cash flows, discounted at
currently offered discount rates for immediate annuity contracts or cash
surrender values for single premium deferred annuities.

Information about certain financial instruments that were not carried at
fair value at December 31, 2001 and 2000, is summarized as follows:

2001 2000
----------------- -----------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- -------- -------- --------

Mortgage loans.............................. $ 338.6 $ 351.1 $ 329.8 $ 340.9
Investment contracts........................ $2,352.3 $2,352.3 $1,766.4 $1,674.0
======== ======== ======== ========

(12) Restrictions on Dividends

State insurance departments that regulate life insurance companies
recognize only statutory accounting practices for determining and reporting
the financial condition and results of operations of an insurance company, for
determining its solvency under law, and for determining whether its financial
condition warrants the payment of a dividend to its shareholders. The maximum
amount of dividends, which can be paid by State of New York insurance
companies to shareholders without prior approval of the Insurance
Commissioner, is subject to certain restrictions. No dividend payout may be
made without prior approval. The Company last paid a dividend to GE Capital
Assurance of $16.5 in 1999.

(13) Supplementary Financial Data

The Company files financial statements with state insurance regulatory
authorities and the National Association of Insurance Commissioners ("NAIC")
that are prepared on an accounting basis prescribed or permitted by such
authorities (statutory basis). Statutory accounting practices differ from U.S.
GAAP in several respects, causing differences in reported net income and
shareholder's interest. Permitted statutory accounting practices encompass all
accounting practices not so prescribed but that have been specifically allowed
by the state insurance authority. The Company has no significant permitted
accounting practices. The impact of adoption of codification decreased
statutory capital and surplus by $(2), primarily related to investment
impairments.

Unaudited statutory net (loss) income for the years ended December 31,
2001, 2000, and 1999 was $(37.9), $(68.2) and $5.1, respectively. Unaudited
statutory capital and surplus was $155.7 as of December 31, 2001 and 2000.

The NAIC has adopted Risk-Based Capital ("RBC") requirements to evaluate
the adequacy of statutory capital and surplus in relation to risks associated
with: (1) asset risk, (2) insurance risk, (3) interest rate risk, and (4)
business risk. The RBC formula is designated as an early warning tool for the
states to identify possible under-capitalized companies for the purpose of
initiating regulatory action. In the course of operations, the Company
periodically monitors the RBC level. At December 31, 2001 and 2000, the
Company exceeded the minimum required RBC levels.

(14) Business Segments

The Company conducts its operations through two business segments: (1)
Wealth Accumulation and Transfer, comprised of products intended to increase
the policyholder's wealth, transfer wealth to beneficiaries or provide for a
means

F-17

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements -- Continued
December 31, 2001, 2000 and 1999
(Dollar amounts in millions)

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. See Note (1) for further discussion of the Company's principal
products.

The following is a summary of industry segment activity for 2001, 2000, and
1999:

2001 2000 1999
---------------------------------- ---------------------------------- ----------------------------------
Lifestyle Lifestyle Lifestyle
Wealth protection Wealth protection Wealth protection
acccumulation and acccumulation and acccumulation and
and transfer enhancement Total and transfer enhancement Total and transfer enhancement Total
------------- ----------- -------- ------------- ----------- -------- ------------- ----------- --------

Revenues:
Net investment
income......... $ 160.5 $ 35.3 $ 195.8 $ 138.7 $ 16.8 $ 155.5 $ 120.0 $ 6.0 $ 126.0
Premiums........ 42.5 146.1 188.6 29.2 84.5 113.7 36.3 42.8 79.1
Net unrealized
investment
gains
(losses)....... 22.2 -- 22.2 (1.1) -- (1.1) 0.3 -- 0.3
Other revenues
(losses)....... 1.3 -- 1.3 3.1 (0.1) 3.0 3.4 -- 3.4
-------- ------ -------- -------- ------ -------- -------- ------ --------
Total revenues.. 226.5 181.4 407.9 169.9 101.2 271.1 160.0 48.8 208.8
-------- ------ -------- -------- ------ -------- -------- ------ --------
Benefits and
expenses:
Interest
credited,
benefits and
other changes
in policy
reserves....... 165.4 103.6 269.0 125.1 67.2 192.3 114.0 33.7 147.7
Commissions..... 47.5 31.5 79.0 31.8 18.8 50.6 17.8 10.3 28.1
Amortization of
intangibles.... 3.7 8.1 11.8 5.5 3.8 9.3 5.5 0.6 6.1
Other operating
costs and
expenses....... (32.1) 5.9 (26.2) (18.5) (2.1) (20.6) (3.5) (0.2) (3.7)
-------- ------ -------- -------- ------ -------- -------- ------ --------
Total benefits
and expenses... 184.5 149.1 333.6 143.9 87.7 231.6 133.8 44.4 178.2
-------- ------ -------- -------- ------ -------- -------- ------ --------
Income before
income taxes... $ 42.0 $ 32.3 $ 74.3 $ 26.0 $ 13.5 $ 39.5 $ 26.2 $ 4.4 $ 30.6
======== ====== ======== ======== ====== ======== ======== ====== ========
Provision for
income taxes... $ 15.4 $ 11.9 $ 27.3 $ 9.7 $ 4.8 $ 14.5 $ 10.7 $ 1.8 $ 12.5
======== ====== ======== ======== ====== ======== ======== ====== ========
Total assets.... $3,098.4 $746.8 $3,845.2 $2,354.6 $567.1 $2,921.7 $1,986.2 $135.7 $2,121.9
======== ====== ======== ======== ====== ======== ======== ====== ========

F-18

PART II

OTHER INFORMATION

Undertaking To File Reports

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file
with the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore, or hereafter duly adopted pursuant to
authority conferred in that section.

Rule 484 Undertaking

Section 722 of the Code of New York, in brief, allow a corporation to
indemnify any person made party to a proceeding because such person is or was
a director, officer, employee, or agent of the corporation, against liability
incurred in the proceeding if: (1) he conducted himself in good faith; and (2)
he believed that (a) in the case of conduct in his official capacity with the
corporation, his conduct was in its best interests; and (b) in all other
cases, his conduct was at least not opposed to the corporation's best
interests and (3) in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful. The termination of a proceeding by
judgment, order, settlement or conviction is not, of itself, determinative
that the director, officer, employee, or agent of the corporation did not meet
the standard of conduct described. A corporation may not indemnify a director,
officer, employee, or agent of the corporation in connection with a proceeding
by or in the right of the corporation, in which such person was adjudged
liable to the corporation, or in connection with any other proceeding charging
improper personal benefit to such person, whether or not involving action in
his official capacity, in which such person was adjudged liable on the basis
that personal benefit was improperly received by him. Indemnification
permitted under these sections of the Code of New York in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

Article VIII, Section 1 of the By-Laws of GE Capital Life Assurance Company
of New York further provides that:

(a) The Corporation may indemnify any person, made, or threatened to be
made, a party to an action or proceeding other than one by or in the right of
the Corporation to procure a judgment in its favor, whether civil or criminal,
including an action by or in the right of any other Corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of the
Corporation served in any capacity at the request of the Corporation, by
reason of the fact that he, his testator or intestate, was a director or
officer of the Corporation, or served such other Corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise in any
capacity, against judgments, fines, amounts paid in settlement and reasonable
expenses, including fines, amounts paid in settlement and reasonable expenses,
including attorney's fees actually and necessarily incurred as a result of
such action or proceeding, or any appeal therein, if such director or officer
acted, in good faith, for a purpose which he reasonable believed to be in, or,
in the case of service for any other Corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise, not opposed to, the
best interests of the Corporation and, in criminal actions or proceedings, in
addition, had no reasonable cause to believe that his conduct was unlawful.

(b) The termination of any such civil or criminal action or proceeding by
judgment, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not in itself create a presumption that any such director or
officer did not act, in good faith, for a purpose which he reasonably believed
to be in, or, in the case of service for any other Corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the Corporation or that he had
reasonable cause to believe that his conduct was unlawful.

II-1

(c) The Corporation may indemnify any person made, or threatened to be
made, a party to an action by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of any
other Corporation of any type or kind, domestic or foreign, of any
partnership, joint venture, trust, employee benefit plan or other enterprise,
against amounts paid in settlement and reasonable expenses, including
attorneys' fees, actually and necessarily incurred by him in connection with
the defense or settlement and reasonable expenses, including attorneys' fees,
actually and necessarily incurred by him in connection with the defense or
settlement of such action, or in connection with an appeal therein, if such
director or officer acted, in good faith, for a purpose which he reasonably
believed to be in or in the case of service for other Corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to the best interests of the Corporation, except that no
indemnification under this paragraph shall be made in respect of (1) a
threatened action or a pending action which is settled or otherwise disposed
of or (2) any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation, unless and only to the extent that
the court in which the action was brought, or, if no action was brought, any
court of competent jurisdiction, determines upon application that, in view of
all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such portion of the settlement and expenses as the
court deems proper.

(d) For the purpose of this section, the Corporation shall be deemed to
have requested a person to serve an employee benefit plan where the
performance by such person of his duties to the Corporation also imposes
duties on, or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan; excise taxes assessed on a person
with respect to an employee benefit plan pursuant to applicable law shall be
considered fines; and action taken or omitted by a person with respect to an
employee benefit plan in the performance of such person's duties for a purpose
reasonably believed by such person to be in the interest of the participants
and beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the Corporation.

Insofar as indemnification for liability arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provision, or otherwise
under circumstances where the burden of proof set forth in Section 11(b) of
the Act has not been sustained, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

II-2

Representation Pursuant To Section 26(e)(2)(A)

GE Capital Life hereby represents that the fees and charges deducted under
the Policy, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by GE
Capital Life.

Contents Of Registration Statement

This Registration Statement comprises the following Papers and Documents:

The facing sheet.
The prospectus consisting of pages.
The undertaking to file reports.
The Rule 484 undertaking.
Representation pursuant to Section 26(e)(2)(A).
The signatures.
Written consents of the following persons:

(a) Heather C. Harker, Vice President, Associate General Counsel and
Assistant Secretary

(b) Paul A. Haley, F.S.A.

The following exhibits, corresponding to those required by paragraph A of
the instructions as to exhibits in Form N-8B-2:

(b) Exhibits

1 A. (1)(a) Resolution of Board of Directors of GE Capital Life Assurance
Company of New York ("GE Capital Life") authorizing the
establishment of the GE Capital Life Separate Account III (the
"Separate Account").(4)

1 A. (1)(b) Resolution of Board of Directors of GE Capital Life Assurance
Company of New York ("GE Capital Life") authorizing the
establishment of investment subdivisions of the Separate
Account investing in shares of 43 investment
subdivisions/subaccounts.(4)

1 A. (1)(c) Resolution of Board of Directors of GE Capital Life Assurance
Company of New York ("GE Capital Life") authorizing the
establishment of investment subdivisions of the Separate
Account investing in shares of 41 investment
subdivisions/subaccounts.(4)

1 A. (2) Not Applicable.

1 A. (3) Underwriting Agreement between GE Capital Life and Capital
Brokerage Corporation.(2)

1 A. (3)(a) Dealer Sales Agreement.(2)

1 A. (3)(c) Commission Schedule.(5)

1 A. (4) None.

1 A. (5)(a) Policy Form.(7)

1 A. (5)(b) Endorsements/ Riders to Policy Form.(4)

1 A. (5)(b)(i) Policy Split Option Rider, NY4473 12/99.(4)

1 A. (5)(b)(ii) Joint Life Level Term Insurance Rider, NY4474 12/99.(4)

1 A. (6)(a) Certificate of Incorporation of GE Capital Life.(1)

1 A. (6)(b) By-Laws of GE Capital Life.(1)

II-3

1 A. (7) Not Applicable.

1 A. (8)(a) Participation Agreement regarding Alger American Fund.(2)

1 A. (8)(a)(i) Amendment to the Participation Agreement between GE Capital
Life of New York and Alger American Fund.(5)

1 A. (8)(b) Participation Agreement regarding Federated Insurance
Series.(2)

1 A. (8)(b)(i) Amendment to the Participation Agreement between GE Capital
Life of New York and Federated Insurance Series.(5)

1 A. (8)(c) Participation Agreement regarding GE Investments Funds, Inc.(2)

1 A. (8)(c)(i) Amendment to the Participation Agreement between GE Capital
Life of New York and GE Investments Funds, Inc.(5)

1 A. (8)(d) Participation Agreement regarding Janus Aspen Series.(2)

1 A. (8)(d)(i) Amendment to the Participation Agreement between GE Capital
Life of New York and Janus Aspen Series.(5)

1 A. (8)(e) Participation Agreement regarding Oppenheimer Variable Account
Funds.(2)

1 A. (8)(e)(i) Amendment to the Participation Agreement between GE Capital
Life of New York and Oppenheimer Variable Account Funds.(5)

1 A. (8)(f) Participation Agreement regarding Variable Insurance Products
Fund.(2)

1 A. (8)(f)(i) Amendment to the Participation Agreement between GE Capital
Life of New York and Variable Insurance Products Fund.(5)

1 A. (8)(g) Participation Agreement regarding Variable Insurance Products
Fund II.(2)

1 A. (8)(g)(i) Amendment to the Participation Agreement between GE Capital
Life of New York and Variable Insurance Products II.(5)

1 A. (8)(h) Participation Agreement regarding Variable Insurance Products
Fund III.(2)

1 A. (8)(h)(i) Amendment to the Participation Agreement between GE Capital
Life of New York and Variable Insurance Products Fund III.(5)

1 A. (8)(i) Participation Agreement regarding Goldman Sachs Variable
Insurance Trust.(2)

1 A. (8)(i)(i) Amendment to the Participation Agreement between GE Capital
Life of New York and Goldman Sachs Variable Insurance Trust.(5)

1 A. (8)(j) Participation Agreement regarding Salomon Brothers Variable
Series Fund.(3)

1 A. (8)(j)(i) Amendment to the Participation Agreement between GE Capital
Life of New York and Salomon Brothers Variable Series Fund.(5)

1 A. (8)(m) Participation Agreement between AIM Variable Insurance Series
and GE Capital Life Assurance Company of New York.

1 A. (8)(n) Participation Agreement between Alliance Variable Series and GE
Capital Life Assurance Company of New York.

1 A. (8)(o) Participation Agreement between Dreyfus and GE Capital Life
Assurance Company of New York.

1 A. (8)(p) Participation Agreement between MFS(R) Variable Insurance Trust
and GE Capital Life Assurance Company of New York.

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1 A. (8)(q) Participation Agreement between PIMCO Variable Insurance Trust and GE Capital
Life Assurance Company of New York.

1 A. (8)(r) Participation Agreement between Rydex Variable Trust and GE Capital Life
Assurance Company of New York.

1 A. (9) Not Applicable.

1 A. (10) Individual Policy Application.(7)

2. Opinion and Consent of Heather C. Harker, Vice President, Associate General
Counsel and Assistant Secretary.(7)

3 Consent of Independent Auditors.(7)

4. Not Applicable.

5. Not Applicable.

6. Opinion and Consent of Paul A. Haley, F.S.A.(7)

7. Consolidated memorandum describing certain procedures filed pursuant to Rule
6e-2(b)(12)(ii) and Rule 6e-3(T)(b)(12)(iii).(5)

8. Power of Attorney. January 15, 2002.(7)

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(1) Incorporated herein by reference to initial filing of the registration
statement on Form N-4, File No. 333-39955, filed with the Securities and
Exchange Commission on September 10, 1997.
(2) Incorporated herein by reference to pre-effective amendment of the
registration statement on Form N-4, File No. 333-39955, filed with the
Securities and Exchange Commission on May 13, 1998.
(3) Incorporated herein by reference to post-effective amendment filing of the
registration statement on Form N-4, File No. 333-39955, filed with the
Securities and Exchange Commission on April 30, 1999.
(4) Filed March 21, 2000 with Initial Registration Statement Filed of Form S-
6, for GE Capital Life Separate Account III, File No. 333-32908.
(5) Filed July 31, 2000 with Pre-Effective I of Form S-6 for GE Capital Life
Separate Account III, File No. 333-32908.
(6) Incorporated herein by reference to Pre-Effective I filing of the
Registration Statement on Form N-4 333-47016, filed with the Securities
and Exchange Commission on December 7, 2000.
(7) Filed herein.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant,
GE Capital Life Separate Account III, certifies that it meets all the
requirements for effectiveness of this registration statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the City
of New York in the State of New York, on the 15 day of May, 2002.

GE Capital Life Separate Account III
(Registrant)

By: _________________________________
Heather C. Harker

Vice President

GE Capital Life Assurance Company
of New York
(Depositor)

/s/ Laura C. Deusebio
Attest: _______________________
Laura C. Deuseblo
Name

By: _________________________________
Heather C. Harker

Vice President

GE Capital Life Assurance Company
of New York
(Depositor)
/s/ Laura C. Deusebio
Attest: _______________________
Laura C. Deuseblo
Name

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date(s) indicated.

Directors and Officers of GE Capital Life

Signature Title Date
--------- ----- ----

* Chairperson 5/15/02
______________________________________
George Zippel

* Senior Vice President and 5/15/02
______________________________________ Chief Administrator
David Sloane

* Director 5/15/02
______________________________________
Marshall S. Belkin

* Director 5/15/02
______________________________________
Richard I. Byer

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* Vice President and Chief 5/15/02
______________________________________ Financial Officer
Thomas W. Casey

* Vice President and 5/15/02
______________________________________ Investment Officer
Stephen N. DeVos

* Director 5/15/02
______________________________________
Bernard M. Eiber

* Director 5/15/02
______________________________________
Jerry S. Handler

* Director 5/15/02
______________________________________
Gerald A. Kaufman

/s/ Heather Harker Vice President, Associate 5/15/02
______________________________________ General Counsel and
Donita King Assistant Secretary

* Senior Vice President 5/15/02
______________________________________
Leon E. Roday

* Director 5/15/02
______________________________________
Thomas A. Skiff

* Director 5/15/02
______________________________________
Steven A. Smith

* Director 5/15/02
______________________________________
Geoffrey S. Stiff

By /s/ Heather C. Harker, pursuant to Power of Attorney executed on December 1, 2001.
-------------------------------

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EXHIBIT LIST

1A.(5) Policy Forms
1A.(10) Policy Application
2. Opinion and Consent of Counsel
3. Consent of Independent Auditors
6. Opinion and Consent of Actuary
8. Power of Attorney, January 15, 2002

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