Filed Pursuant to Rule 424(b)(3)
                                                          File Number 333-69620
                      SUPPLEMENT DATED AUGUST 2, 2004 TO

                      PROSPECTUS DATED APRIL 30, 2004 FOR

                     MODIFIED GUARANTEED ANNUITY CONTRACTS

                                   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.

Legal Proceedings

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

We are subject to legal and regulatory actions in the ordinary course of our
businesses, including class actions. Our pending legal and regulatory actions
include proceedings specific to us and others generally applicable to business
practices in the industries in which we operate. We are or may become subject
to class actions and individual suits alleging, among other things, issues
relating to sales or underwriting practices, claims payment and procedures,
product design, disclosure, administration, additional premium charges for
premiums paid on a periodic basis, denial or delay of benefits and breaches of
fiduciary duties to customers. We are or may become subject to litigation
involving commercial disputes with counterparties or others and class action
and other litigation alleging, among other things, that we made improper or
inadequate disclosures in connection with the sale of assets and annuity and
investment products or charged excessive or impermissible fees on these
products, recommended unsuitable products to customers or breached fiduciary or
other duties to customers. We are also subject to litigation arising out of our
general business activities such as our contractual and employment
relationships. In addition, state insurance regulatory authorities and other
authorities regularly make inquiries and conduct investigations concerning our
compliance with applicable insurance, investment and other laws and regulations.

Plaintiffs in class action and other lawsuits against us may seek very large or
indeterminate amounts, including punitive and treble damages. Given the large
or indeterminate amounts sought in certain of these matters and the inherent
unpredictability of litigation, an adverse outcome in certain matters in
addition to those described below could have a material adverse effect on our
financial condition or results of operations.

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,
in Georgia state court 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 policyholders, 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 been finalized and submitted to the court for
approval. The court has preliminarily approved the settlement and will hold a
final fairness hearing on August 12, 2004 to determine whether to give final
approval to the settlement. 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. Additionally, class members may elect to exclude themselves from
the class action settlement. We were recently named as a defendant in one
lawsuit brought by three such individuals. However, we cannot determine at this
point whether or how many other class members who have excluded themselves from
the class action will initiate individual actions against us, or the effect of
such suits or claims, including one pending case, on our financial condition,
results of operations or reputation.

In addition, we were named as a defendant in five 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 five
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), Hanrick v.
Allen, Maynard and GE Life and Annuity Assurance Company (filed March 10,
2004), Modlin v. Allen, et al. (filed June 17, 2004), and Clark v. Allen, et
al. (filed June 25, 2004), are in their preliminary stages and are pending the
state court of Cumberland County, North Carolina. The suits allege that we
failed to properly supervise Allen and Maynard and that we are responsible for
Allen's and Maynard's conduct. Specifically, Monger alleges conversion,
negligence, fraudulent misrepresentation, constructive fraud, unfair and
deceptive trade practices, violations of the Investment Company Act of 1940 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. Modlin and
Clark make similar allegations. The total amount allegedly invested by the
plaintiffs in all three actions is approximately $2.5 million. The plaintiff in
Monger seeks damages of $1.2 million, the plaintiff in Warfel seeks damages of
$1.4 million, the plaintiff in Hanrick seeks damages of $650,000, and the
plaintiffs in Modlin and Clark seek unspecified compensatory damages. In
addition, each plaintiff seeks treble damages, as well as punitive damages of
an unspecified amount. In October 2003, Allen and Maynard were arrested and
charged with conversion in Cumberland County, North Carolina for allegedly
failing to remit $30,000 in premiums that they received from a client to
GELAAC. Allen has also been indicted in Cumberland County, North Carolina for
converting the funds of numerous other individuals. Although we cannot
determine the ultimate outcome of these suits, we do not believe they will have
a material effect on our financial condition or results of operations. However,
we cannot



determine whether any related or similar suits or claims will be asserted
against us in the future, or the effect of such suits or claims on our
financial condition, results of operations or reputation.

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