Filed Pursuant to Rule 424(c)(2)
                                                          File Number 333-69786

                        SUPPLEMENT DATED MAY 6, 2004 TO

                      PROSPECTUS DATED APRIL 30, 2004 FOR

                     MODIFIED GUARANTEED ANNUITY CONTRACT

                                   ISSUED BY

                     GE LIFE AND ANNUITY ASSURANCE COMPANY

This supplement updates certain information contained in your prospectus.
Please read it and keep it with your prospectus for future reference.

The "Legal Proceedings" provision of your prospectus is replaced with the
following:

We, like other insurance companies, are involved in lawsuits, including class
action lawsuits. In some class action and other lawsuits involving insurance
companies, substantial damages have been sought and/or material settlement
payments have been made. Except for the McBride case and the Allen/Maynard
cases described below, the ultimate outcome of which, and any effect on us,
cannot be determined at this time, management believes that at the present time
there are no pending or threatened lawsuits that are reasonably likely to have
a material adverse impact on our condensed, consolidated financial statements.

We were named as a defendant in a lawsuit, McBride v. Life Insurance Co. of
Virginia dba GE Life and Annuity Assurance Co., related to the sale of
universal life insurance policies. The complaint was filed on November 1, 2000
as a class action on behalf of all persons who purchased certain of our
universal life insurance policies and alleges improper practices in connection
with the sale and administration of universal life policies. The plaintiffs
sought unspecified compensatory and punitive damages. On December 1, 2000, we
removed the case to the U.S. District Court for the Middle District of Georgia.
No class has been certified. We have vigorously denied liability with respect
to the plaintiff's allegations. Nevertheless, to avoid the risks and costs
associated with protracted litigation and to resolve our differences with
policy owners, we agreed in principle on October 8, 2003, to settle the case on
a nationwide class action basis. The settlement provides benefits to the class,
and allows us to continue to serve our customers' needs undistracted by
disruptions caused by litigation. The settlement documents have not been
finalized, nor has any proposed settlement been submitted to the proposed class
or for court approval, and a final settlement is not certain. In the third
quarter of 2003, we accrued $50 million in reserves relating to this
litigation, which represents our best estimate of bringing this matter to
conclusion. The precise amount of payments in this matter cannot be estimated
because they are dependent upon court approval of the class and related
settlement, the number of individuals who ultimately will seek relief in the
claim form process of any approved class settlement, the identity of such
claimants and whether they are entitled to relief under the settlement terms
and the nature of the relief to which they are entitled.

In addition, we were named as a defendant in three lawsuits brought by
individuals claiming that William Maynard, one of our former dedicated sales
specialists, and Anthony Allen, one of our former independent producers,
converted customer monies and engaged in various fraudulent acts. All three



cases, Monger v. Allen, Maynard, and GE Life and Annuity Assurance Company
(filed October 24,2003), Warfel v. Allen, Maynard, adventure Publishing, and GE
Life and Annuity Assurance Company (filed February 6, 2004), and Hanrick v.
Allen, Maynard and GE Life and Annuity Assurance Company (filed March 10,
2004), are in their preliminary stages and are pending the state court of
Cumberland County, North Carolina. The suits allege that the Company failed to
properly supervise Allen and Maynard and that the Company is responsible for
Allen and Maynard's conduct. Specifically, Monger alleges conversion,
negligence, fraudulent misrepresentation, constructive fraud, unfair and
deceptive trade practices, violations of the 1940 Act and negligent
supervision. Warfel alleges breach of contract, conversion, breach of fiduciary
duty, fraud, constructive fraud, negligent misrepresentation, negligent
supervision and unfair and deceptive trade practices. Hanrick alleges
conversion, negligence, fraudulent misrepresentation, constructive fraud,
unfair and deceptive trade practices, and negligent supervision. Each plaintiff
seeks actual or specified damages, treble damages and punitive damages of an
unspecified amount.

In October 2003, Allen and Maynard were arrested and charged with conversion by
the Cumberland County, North Carolina authorities for allegedly failing to
remit $30,000 in premium they received from a client to the Company. Allen has
also been indicted by the Cumberland County, North Carolina authorities for
converting the funds of numerous other individuals. The ultimate outcome, and
any effect on us, of these suits, and any related or similar future suits or
claims arising with respect to other similarly situated individuals cannot be
determined at this time.

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