Exhibit 3(b)

                               Consent of KPMG LLP



INDEPENDENT AUDITORS' CONSENT



The Board of Directors
GE Life and Annuity Assurance Company
     (formerly The Life Insurance Company of Virginia)
GE Life & Annuity Separate Account II
     (formerly Life of Virginia Separate Account II)

We consent to the use of our reports included herein and to the reference to our
firm under the heading "Experts" in the Statement of Additional Information.

Our report of the Consolidated Financial Statement of The Life Insurance Company
of Virginia dated January 22, 1999, contains an explanatory paragraph that
states that effective April 1, 1996 General Electric Capital Corporation
acquired all of the outstanding stock of The Life Insurance Company of Virginia
in a business combination accounted for as a purchase. As a result of the
acquisition, the consolidated financial information for the periods after
acquisition is presented on a different cost basis than that for the periods
before the acquisition and, therefore, is not comparable.



                                                              /s/KPMG LLP

Richmond, VA
October 11, 1999