EXHIBIT 23.3


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this registration statement 
of GE Financial Assurance Holdings, Inc. on Amendment No. 2 to Form S-3 (File 
No. 333-40159) of our report dated May 20, 1997, on our audits of the 
consolidated financial statements of First Colony Corporation and subsidiaries 
as of November 30, 1996 and December 31, 1995, and for the period from 
January 1 to November 30, 1996, and the years ended December 31, 1995 and 
1994 which report is included in Form 10A. We also consent to the reference 
to our firm under the caption "Experts" in the registration statement on Form 
S-3.

                                                /s/ Coopers & Lybrand L.L.P.

                                                Coopers & Lybrand L.L.P.


Richmond, Virginia
May 27, 1998