GE CAPITAL LIFE SEPARATE ACCOUNT II, 485APOS, 1999-03-02

GE CAPITAL LIFE SEPARATE ACCOUNT II
485APOS, 1999-03-02

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As filed with the Securities and Exchange Commission on March 1, 1999

Registration No. 333-39955
Registration No. 811-8475

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

Registration Statement Under the Securities Act of 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 1

For Registration Under the Investment Company Act of 1940
Amendment No. 2

GE Capital Life Separate Account II
(Exact Name of Registrant)

GE Capital Life Assurance Company of New York
(Name of Depositor)
125 Park Avenue, 6th Floor
New York, New York 10017-5529
(Address of Depositor's Principal Executive Office)
Depositor's Telephone Number: (212) 672-4400

Geoffrey S. Stiff
GE Capital Life Assurance Company of New York
125 Park Avenue, 6th Floor
New York, New York 10017-5529
(Name and address of Agent for Service)

Copy to:
Stephen E. Roth, Esquire
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415

It is proposed that this filing will become effective:
_____ immediately upon filing pursuant to paragraph (b) of Rule 485
_____ on May 1, 1999 pursuant to paragraph (b) of Rule 485
X 60 days after filing pursuant to paragraph (a)(1) of Rule 485
_____ on _____ pursuant to paragraph (a)(1) of Rule 485
_____ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
_____ on _____ pursuant to paragraph (a)(2) of Rule 485

Title of Securities Being Registered: Interests in a Separate Account under
Individual Flexible Premium Variable
Deferred Annuity Policies

<PAGE>

GE Capital Life Separate Account II
Prospectus For The
Flexible Premium Variable Deferred Annuity Policy
Form P1066 6/97

issued by:
GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
125 Park Avenue, 6th Floor, New York, New York 10017-5529
Telephone: (212) 672-4400

Variable Annuity Servicing Center
6610 West Broad Street
Richmond, VA 23230
(800) 313-5282

This Prospectus describes a flexible premium variable deferred annuity policy
(the "Policy") for individuals and some qualified and nonqualified retirement
plans. GE Capital Life Assurance Company of New York (the "Company," "we," "us,"
or "our") issues the Policy.

The Policy offers you the accumulation of Account Value and the payment of
periodic annuity benefits. We may pay these benefits on a variable or fixed
basis or a combination of both.

You may allocate your premium payments to the Separate Account, the Guarantee
Account, or both. Each Investment Subdivision of the Separate Account invests in
shares of the Funds. We list the Funds, and their currently available
portfolios, below.

JANUS ASPEN SERIES:
Growth Portfolio, Aggressive Growth Portfolio, International Growth
Portfolio, Worldwide Growth Portfolio, Balanced Portfolio, Flexible
Income Portfolio, Capital Appreciation Portfolio
VARIABLE INSURANCE PRODUCTS FUND:
VIP Equity-Income Portfolio, VIP Overseas Portfolio, VIP Growth
Portfolio
VARIABLE INSURANCE PRODUCTS FUND II:
VIP II Asset Manager Portfolio, VIP II Contrafund Portfolio VARIABLE
INSURANCE PRODUCTS FUND III:
VIP III Growth & Income Portfolio, VIP III Growth Opportunities
Portfolio
GE INVESTMENTS FUNDS, INC.:
S&P 500 Index Fund, Money Market Fund, Total Return Fund, International
Equity Fund, Real Estate Securities Fund, Global Income Fund, Value
Equity Fund, Income Fund, U.S. Equity Fund
OPPENHEIMER VARIABLE ACCOUNT FUNDS:
Oppenheimer Bond Fund, Oppenheimer Aggressive Growth Fund, Oppenheimer
Growth Fund, Oppenheimer High Income Fund, Oppenheimer Multiple
Strategies Fund
FEDERATED INSURANCE SERIES:
Federated American Leaders Fund II, Federated Utility Fund II,
Federated High Income Bond Fund II THE ALGER AMERICAN FUND: Alger
American Growth Portfolio, Alger American Small Capitalization
Portfolio
PBHG INSURANCE SERIES FUND, INC.
PBHG Growth II Portfolio, PBHG Large Cap Growth Portfolio
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth and Income Fund, Goldman Sachs Mid Cap Equity Fund
SALOMON BROTHERS VARIABLE SERIES FUND:
Salomon Investors Fund, Salomon Total Return Fund, Salomon Strategic
Bond Fund
<PAGE>

Except for amounts in the Guarantee Account, both the value of a Policy before
the Maturity Date and the amount of monthly income afterward will depend upon
the investment performance of the portfolio(s) you select. You bear the
investment risk of investing in the portfolios.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
YOUR INVESTMENT IN THE POLICY IS NOT A DEPOSIT OF A BANK AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT
AGENCY.

This Prospectus gives details about the Separate Account and our Guarantee
Account that you should know before investing. Please read this prospectus
carefully and keep it for future reference.

A statement of additional information ("SAI"), dated ____ __, 1999, concerning
the Separate Account has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this Prospectus. If you would like
a free copy, call us at 1-800-352-9910. The SAI also is available on the SEC's
website at http://www.sec.gov. A table of contents for the SAI appears on the
last page of this Prospectus.

The date of this Prospectus is ______ __, 1999

<PAGE>

TABLE OF CONTENTS

Page

Definitions.....................................................

Expense tables..................................................

Synopsis........................................................

Investment Results..............................................

Financial Statements............................................

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

Separate Account................................................

Guarantee Account...............................................

Charges and Other Deductions....................................

The Policy......................................................

Transfers.......................................................

Withdrawals.....................................................

Death Benefit...................................................

Income Payments.................................................

Federal Tax Matters.............................................

Voting Rights...................................................

Requesting Payments.............................................

Distribution of the Policies....................................

Additional Information .........................................

Condensed Financial Information.................................

Table of Contents for Statement of Additional Information.......

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.

<PAGE>
DEFINITIONS

We have tried to make this Prospectus as understandable as possible. However, in
explaining how the Policy works, we have had to use certain terms that have
special meanings. We define these terms below.

ACCOUNT VALUE -- The value of the Policy equal to the amount allocated to the
Investment Subdivisions of the Separate Account and the Guarantee Account.

ACCUMULATION UNIT -- An accounting unit of measure we use in calculating the
Account Value in the Separate Account before the Maturity Date.

ANNUITANT -- The Annuitant is the person named in the Policy upon whose age and,
where appropriate, sex, we determine monthly income benefits.

ANNUITY UNIT -- An accounting unit of measure we use in the calculation of the
amount of the second and each subsequent variable income payment.

BUSINESS DAY -- Any day that the New York Stock Exchange is open for business
(except for days on which a Fund does not value its shares) and any other day in
which there is a material change in the value of the assets in the Separate
Account.

DEATH BENEFIT -- The benefit provided under a Policy upon the death of an
Annuitant before the Maturity Date.

DESIGNATED BENEFICIARY(IES) -- The person(s) designated in the Policy who is
alive (or in existence for non-natural entities) on the date of an Owner's,
Joint Owner's or Annuitant's death and who we will treat as the sole Owner of
the Policy following such a death.

FUND -- Any open-end management investment company or investment portfolio
thereof.

GENERAL ACCOUNT -- Our assets that are not segregated in any of our separate
investment accounts.

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

INVESTMENT SUBDIVISION -- A subdivision of the Separate Account; each Investment
Subdivision invests exclusively in shares of a designated portfolio of one of
the Funds.

MATURITY DATE -- The date stated in the Policy on which your income payments
will commence, if the Annuitant is living on that date.

OWNER -- The person or persons (in the case of Joint Owners) entitled to receive
income payments after the Maturity Date. During the lifetime of the Annuitant,
the Owner also is entitled to the ownership rights stated in the Policy and in
any application. "You" or "your" refers to the Owner or Joint Owners.

POLICY DATE -- The date we issue your Policy and your Policy becomes effective.
Your Policy Date is shown in your Policy and we use it to determine Policy years
and anniversaries.

SEPARATE ACCOUNT - GE Capital Life Separate Account II.

SURRENDER VALUE -- The Account Value less any applicable surrender charge and
less ODB charge (provided we have the necessary exemptive relief to deduct this
charge at surrender).

VALUATION PERIOD -- The period between the close of business on a Business Day
and the close of business on the next succeeding Business Day.

VARIABLE ANNUITY SERVICE CENTER - The office to which all written and telephone
inquiries concerning the Policy or the Funds should be made: 6610 West Broad
Street, Richmond, VA 23230, 1-800-313-5282.

EXPENSE TABLE

This table describes the various costs and expenses that you will pay (either
directly or indirectly) if you purchase the Policy. The table reflects expenses
both of Investment Subdivisions of the Separate Account and of the portfolios.
For more complete descriptions of the various costs and expenses involved, see
Charges and Other Deductions in this Prospectus, and the Fund prospectuses.

OWNER TRANSACTION EXPENSES:

The maximum surrender charge (as a percentage of each premium
payment surrendered/withdrawn): 6%

We reduce the surrender charge percentage over time. In general, the later you
surrender or withdraw a premium payment, the lower the surrender charge will be
on that premium payment.

(Note: We may waive the surrender charge in certain cases.
SEE Surrender Charge.)

Transfer Charge:

First 12 transfers in a calendar year None
Subsequent transfers (each) $10.00

ANNUAL EXPENSES (AS A PERCENTAGE OF ACCOUNT VALUE):

Mortality and Expense Risk Charge 1.25%
Administrative Expense Charge .15%
- ------------------------------- ------
Total Annual Expenses 1.40%

OTHER ANNUAL EXPENSES:

Annual Policy Maintenance Charge $25*
Maximum Elective Optional Death Benefit
Charge ("ODB") (as a percentage of
Account Value) .25%**

* We do not assess this charge if your Account Value at the time the
charge is due is more than $75,000.
** If the Optional Death Benefit applies. (This may be referred to as the
"Annual EstateProtector" in our marketing materials.)

FUND ANNUAL EXPENSES

Annual expenses of the portfolios of the Funds for the year ended December 31,
1998: (as a percentage of each portfolio's average net assets):

The expense numbers will be added by a subsequent post effective amendment.

<PAGE>

TOTAL
FUND MANAGEMENT FEES OTHER EXPENSES ANNUAL EXPENSES
<S> <C> <C> <C>

BALANCED
Janus Aspen Balanced Portfolio
VIP II Asset Manager Portfolio
Salomon Brothers Total Return Fund
GE Total Return Fund
Oppenheimer Multiple Strategies Fund
AGGRESSIVE GROWTH
Janus Aspen Aggressive Growth Portfolio
Oppenheimer Aggressive Growth Fund
Alger American Small Capitalization Portfolio
GROWTH
Janus Aspen Growth Portfolio
Janus Aspen Capital Appreciation Portfolio
Alger American Growth Portfolio
VIP II Contrafund Portfolio
VIP Growth Portfolio
Oppenheimer Growth Fund
VIP III Growth Opportunities Portfolio
Goldman Sachs Mid Cap Equity Fund
GE Value Equity Fund
PBHG Growth II Portfolio
PBHG Large Cap Growth Portfolio
GROWTH & INCOME
Federated American Leaders Fund II
GE US Equity Fund
Goldman Sachs Growth & Income Fund
Salomon Brothers Investors Fund
VIP Equity-Income Portfolio
VIP III Growth & Income Portfolio
GE S&P 500 Index Fund
INTERNATIONAL STOCK
Janus Aspen International Growth Portfolio
VIP Overseas Portfolio
GE International Equity Fund
CORPORATE BOND
Oppenheimer Bond Fund
Salomon Brothers Strategic Bond Fund
GE Income Fund
HIGH YIELD BOND
Oppenheimer High Income Fund
Federated High Income Bond Fund
SPECIALTY
Federated Utility Fund II
GE Real Estate Securities Fund
DIVERSIFIED BOND
Janus Aspen Flexible Income Portfolio
GLOBAL STOCK
Janus Aspen Worldwide Growth Portfolio
INTERNATIONAL BOND
GE Global Income Fund
MONEY MARKET
GE Money Market Fund

</TABLE>

<PAGE>

EXAMPLES The information for the charts shown below will be added by a
subsequent post-effective amendment.

These examples show what your costs would be under certain hypothetical
situations. The examples do not represent past or future expenses. Your actual
expenses may be more less than those shown.

* * *
1. If you surrender your Policy at the end of the applicable time period, you
would pay the following expenses on a $1,000 investment, assuming a 5%
annual return:*

With Maximum Elective ODB charges

FUND: 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>

BALANCED
Janus Aspen Balanced Portfolio
VIP II Asset Manager Portfolio
Salomon Brothers Total Return Fund
GE Investments Total Return Fund
Oppenheimer Multiple Strategies Fund
AGGRESSIVE GROWTH
Janus Aspen Aggressive Growth Portfolio
Oppenheimer Aggressive Growth Fund
Alger American Small Capitalization Portfolio
GROWTH
Janus Aspen Growth Portfolio
Janus Aspen Capital Appreciation Portfolio
Alger American Growth Portfolio
VIP II Contrafund Portfolio
VIP Growth Portfolio
Oppenheimer Growth Fund
VIP III Growth Opportunities Portfolio
Goldman Sachs Mid Cap Equity Fund
GE Investments Value Equity Fund
PBHG Growth II Portfolio
PBHG Large Cap Growth Portfolio
GROWTH AND INCOME
Federated American Leaders Fund II
GE Investments US Equity Fund
Goldman Sachs Growth & Income Fund
Salomon Brothers Investors Fund
VIP Equity-Income Portfolio
VIP III Growth & Income Portfolio
GE Investments S&P 500 Index Fund
INTERNATIONAL STOCK
Janus Aspen International Growth Portfolio
VIP Overseas Portfolio
GE International Equity Fund
CORPORATE BOND
Oppenheimer Bond Fund
Salomon Brothers Strategic Bond Fund
GE Investments Income Fund
HIGH YIELD BOND
Oppenheimer High Income Bond
Federated High Income Bond Fund
SPECIALTY
Federated Utility Fund II
GE Real Estate Securities Fund
Diversified Bond
Janus Aspen Flexible Income Portfolio
GLOBAL STOCK
Janus Aspen Worldwide Growth Portfolio
INTERNATIONAL BOND
GE Global Income Fund
MONEY MARKET
GE Investments Money Market Fund
</TABLE>

* surrender includes annuitization over a period of less than 5 years.

<PAGE>

2. If you do not surrender your policy, you would pay the following expenses on
a $1,000 investment, assuming a 5% annual return:

With Maximum Elective ODB charges

FUND: 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
BALANCED
Janus Aspen Balanced Portfolio
VIP II Asset Manager Portfolio
Salomon Brothers Total Return Fund
GE Investments Total Return Fund
Oppenheimer Multiple Strategies Fund
AGGRESSIVE GROWTH
Janus Aspen Aggressive Growth Portfolio
Oppenheimer Aggressive Growth Fund
Alger American Small Capitalization Portfolio
GROWTH
Janus Aspen Growth Portfolio
Janus Aspen Capital Appreciation Portfolio
Alger American Growth Portfolio
VIP II Contrafund Portfolio
VIP Growth Portfolio
Oppenheimer Growth Fund
VIP III Growth Opportunities Portfolio
Goldman Sachs Mid Cap Equity Fund
GE Investments Value Equity Fund
PBHG Growth II Portfolio
PBHG Large Cap Growth Portfolio
GROWTH AND INCOME
Federated American Leaders Fund II
GE Investments US Equity Fund
Goldman Sachs Growth & Income Fund
Salomon Brothers Investors Fund
VIP Equity-Income Portfolio
VIP III Growth & Income Portfolio
GE Investments S&P 500 Index Fund
INTERNATIONAL STOCK
Janus Aspen International Growth Portfolio
VIP Overseas Portfolio
GE International Equity Fund
CORPORATE BOND
Oppenheimer Bond Fund
Salomon Brothers Strategic Bond Fund
GE Investments Income Fund
HIGH YIELD BOND
Oppenheimer High Income Bond
Federated High Income Bond Fund
SPECIALTY
Federated Utility Fund II
GE Real Estate Securities Fund
Diversified Bond
Janus Aspen Flexible Income Portfolio
GLOBAL STOCK
Janus Aspen Worldwide Growth Portfolio
INTERNATIONAL BOND
GE Global Income Fund
MONEY MARKET
GE Investments Money Market Fund

</TABLE>

* surrender includes annuitization over a period of less than 5 years.

<PAGE>

1. If you surrender your Policy at the end of the applicable time period, you
would pay the following expenses on a $1,000 investment, assuming a 5%
annual return:*
<TABLE>
<CAPTION>

Without Elective ODB charges

FUND: 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>

* surrender includes annuitization over a period of less than 5 years.

<PAGE>

2. If you do not surrender your Policy, you would pay the following expenses
on a $1,000 investment, assuming a 5% annual return:*

Without Elective ODB charges
FUND: 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
BALANCED
Janus Aspen Balanced Portfolio
VIP II Asset Manager Portfolio
Salomon Brothers Total Return Fund
GE Investments Total Return Fund
Oppenheimer Multiple Strategies Fund
AGGRESSIVE GROWTH
Janus Aspen Aggressive Growth Portfolio
Oppenheimer Aggressive Growth Fund
Alger American Small Capitalization Portfolio
GROWTH
Janus Aspen Growth Portfolio
Janus Aspen Capital Appreciation Portfolio
Alger American Growth Portfolio
VIP II Contrafund Portfolio
VIP Growth Portfolio
Oppenheimer Growth Fund
VIP III Growth Opportunities Portfolio
Goldman Sachs Mid Cap Equity Fund
GE Investments Value Equity Fund
PBHG Growth II Portfolio
PBHG Large Cap Growth Portfolio
GROWTH AND INCOME
Federated American Leaders Fund II
GE Investments US Equity Fund
Goldman Sachs Growth & Income Fund
Salomon Brothers Investors Fund
VIP Equity-Income Portfolio
VIP III Growth & Income Portfolio
GE Investments S&P 500 Index Fund
INTERNATIONAL STOCK
Janus Aspen International Growth Portfolio
VIP Overseas Portfolio
GE International Equity Fund
CORPORATE BOND
Oppenheimer Bond Fund
Salomon Brothers Strategic Bond Fund
GE Investments Income Fund
HIGH YIELD BOND
Oppenheimer High Income Bond
Federated High Income Bond Fund
SPECIALTY
Federated Utility Fund II
GE Real Estate Securities Fund
Diversified Bond
Janus Aspen Flexible Income Portfolio
GLOBAL STOCK
Janus Aspen Worldwide Growth Portfolio
INTERNATIONAL BOND
GE Global Income Fund
MONEY MARKET
GE Investments Money Market Fund
</TABLE>

* surrender includes annuitization over a period of less than 5 years.

<PAGE>

The Funds supplied all of the figures provided under the subheading Fund Annual
Expenses and part of the data used to produce the figures in the examples. We
have not independently verified this information.

SYNOPSIS

WHAT TYPE OF POLICY AM I BUYING? The Policy is an individual flexible premium
variable deferred annuity policy. We may issue it as a policy qualified
("Qualified Policy") under the Internal Revenue Code of 1986, as amended (the
"Code"), or as a policy that is not qualified under the Code ("Non-Qualified
Policy"). This Prospectus only provides disclosure about the Policy. Certain
features described in this prospectus may vary from your Policy. SEE The Policy.

HOW DOES THE POLICY WORK? Once we approve your application, we will issue a
policy to you. During the accumulation period, while you are paying in, you can
use your premium payments to buy Accumulation Units under the Separate Account
or interests in the Guarantee Account. Should you decide to annuitize (that is,
change your Policy to a payout mode rather than an accumulation mode), we will
convert your Accumulation Units and Guarantee Account interests to Annuity
Units. You can choose a fixed or variable income payment. If you choose a
variable income payment, we will base your periodic income payment upon the
number of Annuity Units to which you became entitled at the time you decided to
annuitize and on the value of each unit on the date the payment is determined.
SEE The Policy.

WHAT ARE MY VARIABLE INVESTMENT CHOICES? Through its 40 Investment Subdivisions,
the Separate Account uses your premium payments to purchase shares, at your
direction, in one or more portfolios of the 11 Funds. In turn, each portfolio
holds securities consistent with its own particular investment policy. Amounts
you allocate to the Separate Account will reflect the investment performance of
the portfolios you select. You bear the risk of investment gain or loss. SEE
Separate Account - Investment Subdivisions.

WHAT IS THE GUARANTEE ACCOUNT? We offer fixed investment choices through our
Guarantee Account. The Guarantee Account is part of our General Account and pays
interest at declared rates we guarantee for selected periods of time. We also
guarantee the principal, after deductions. Since the Guarantee Account is part
of the General Account, we assume the risk of investment gain or loss on this
amount. You may transfer value between the Guarantee Account and the Separate
Account subject to certain restrictions. SEE Transfers Before the Maturity Date.

WHAT CHARGES ARE ASSOCIATED WITH THIS POLICY? Should you withdraw Account Value
before your premium payments have been in your Policy for six years, we will
assess a surrender charge of anywhere from 0% to 6%, depending upon how many
full years those payments have been in the Policy. (Note: We waive this charge
under certain conditions). SEE Surrender Charge.

<PAGE>

We assess daily charges in the aggregate at an effective annual rate of 1.40%
against the daily net asset value of the Separate Account, including that
portion of the account attributable to your premium payments. These charges
consist of .15% as an administrative expense charge and 1.25% as a mortality and
expense risk charge. Additionally, we may impose an annual $25 Policy
Maintenance Charge. We also charge for the Elective Optional Death Benefit
("ODB"). For a complete discussion of all charges associated with the Policy,
see Charges and Other Deductions.

Before the Maturity Date, you may make twelve transfers in a policy year without
incurring a transfer charge. After that, a $10 transfer charge will be assessed
each time a transfer is made during the calendar year. We will not impose a
transfer charge on transfers made after the Maturity Date. SEE The Policy -
Transfer Charges.

The Funds also have certain expenses. These include management fees and other
expenses associated with the daily operation of each portfolio. SEE Separate
Account - Investment Subdivisions. These Fund expenses are more fully described
in each Fund's prospectus.

HOW MUCH MUST I PAY, AND HOW OFTEN? Subject to certain minimum and maximum
payments, the amount and frequency of your premium payments are completely
flexible. SEE The Policy--Premium payments.

HOW WILL MY INCOME PAYMENTS BE CALCULATED? We will pay you a monthly income
beginning on the Maturity Date if the Annuitant is still living. You may also
decide to annuitize under one of the optional payment plans. We will base your
initial payment on maturity value and other factors. SEE Income Payments.

WHAT HAPPENS IF I DIE BEFORE THE MATURITY DATE? Before the Maturity Date, if an
Owner, Joint Owner, or Annuitant dies while the Policy is in force, we will
treat the Designated Beneficiary as the sole Owner of the Policy, subject to
certain distribution rules. We may pay a Death Benefit to the Designated
Beneficiary. SEE Death of the Owner or Joint Owner Before the Maturity Date.

MAY I TRANSFER ACCOUNT VALUE AMONG PORTFOLIOS? Yes, but there may be limits on
how often you may do so. SEE The Policy - Transfer Charges. The minimum transfer
amount is the entire balance in the Investment Subdivision if the transfer will
leave a balance of less than $100. SEE The Policy--Transfers Before the Maturity
Date, and Income Payments--Transfers After the Maturity Date.

MAY I SURRENDER THE POLICY OR MAKE A PARTIAL SURRENDER? Yes, subject to Policy
requirements and to restrictions imposed under certain retirement plans.

If you surrender the Policy or make a partial surrender, we may assess a
surrender charge as discussed above. In addition, you may be subject to income
tax and, if you are younger than age 59 1/2 at the time of the surrender, a 10%
premature withdrawal penalty tax. A surrender or a partial surrender may also be
subject to withholding. SEE Federal Tax Matters.

DO I GET A FREE LOOK AT THIS POLICY? Yes. You have the right to return the
Policy to us at our Variable Annuity Service Center, and have us cancel the
Policy within ten days.

If you exercise this right, we will cancel the Policy as of the day we receive
your request and send you a refund equal to your Account Value plus any charges
we have deducted from premium payments on or before the date we received the
returned Contract. We will not deduct the surrender charge. SEE Return
Privilege.

You cannot make transfers or partial surrenders during the free look period.

<PAGE>

INVESTMENT RESULTS

At times, the Separate Account may compare its investment results to various
unmanaged indices or other variable annuities in reports to shareholders, sales
literature, and advertisements. We will calculate the results on a total return
basis for various periods, with or without surrender charges. Results calculated
without surrender charges will be higher. Total returns include the reinvestment
of all distributions of the portfolios. Total returns reflect Fund fees and
expenses, the administrative expense charge, the mortality and expense risk
charge, and the policy maintenance charge. Total returns do not reflect the
elective Optional Death Benefit charge. SEE the SAI for further information.

FINANCIAL STATEMENTS

The financial statements for GE Life Assurance Company of New York and GE
Capital Life Separate Account II are located in the SAI. If you would like a
free copy of the SAI, call 1-800-313-5282. Otherwise, the SAI is available on
the SEC's website at http://www.sec.gov.

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

We are a stock life insurance company that was incorporated in New York on
February 23, 1988. We are ultimately a 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. GE
Capital's ultimate parent, General Electric Company, founded more than one
hundred years ago by Thomas Edison, is the world's largest manufacturer of jet
engines, engineering plastics, medical diagnostic equipment and large electric
power generation equipment.

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

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

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 the various aspects of sales
and service for individually sold life insurance and annuities.

SEPARATE ACCOUNT

We established the Separate Account as a separate investment account on April 1,
1996. The Separate Account may invest in mutual funds or in portfolios of
series-type mutual funds. We use the Separate Account to support the
Policy as well as for other purposes permitted by law.

The Separate Account currently has 40 Investment Subdivisions available under
the Policy, but that number may change in the future. Each Investment
Subdivision invests exclusively in shares representing an interest in a separate
corresponding portfolio of the Funds described below. We allocate net premium
payments in accordance with your instructions among up to ten of the 40
Investment Subdivisions available under the Policy.

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 assets of the
Separate Account shall, 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 or losses from the assets of the Separate Account 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.

We registered the Separate Account with the SEC as a unit investment trust under
the Investment Company Act of 1940 ("1940 Act"). The Separate Account 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. You assume the full
investment risk for all amounts you allocate to the Separate Account.

THE FUNDS

There is a separate Investment Subdivision which corresponds to each portfolio
of a Fund offered in this Policy. You decide the Investment Subdivisions to
which you allocate net premium payments. You may change your allocation without
penalty or charges.

Each Fund is registered with the Securities and Exchange Commission 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 an Investment Subdivision to allocate your net premium payments
and Account Value, carefully read the prospectus for each Fund, 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. We
do not guarantee any minimum value for the amounts you allocate to the Separate
Account. You bear the investment risk of investing in the portfolios.

<PAGE>

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.

INVESTMENT SUBDIVISIONS

We offer you a choice from among 40 Investment Subdivisions, each of which
invests in an underlying portfolio of one of the Funds. You may allocate
premiums to up to ten Investment Subdivisions at any one time.

Not all portfolios may be available in all markets.

<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------ -------------------------------------------------------------- ------------------------------
INVESTMENT SUBDIVISION INVESTMENT OBJECTIVE ADVISER (AND SUB-
ADVISER, AS APPLICABLE)
- ------------------------------------ -------------------------------------------------------------- ------------------------------
BALANCED FUNDS
- ------------------------------------ -------------------------------------------------------------- ------------------------------
<S> <C> <C>
JANUS ASPEN SERIES Seeks long term growth of capital, consistent with the Janus Capital
Balanced Portfolio preservation of capital and balanced by current income. Corporation
Normally invests 40-60% of its assets in securities selected
primarily for their growth potential and 40-60% of its
assets in securities selected primarily for their income
potential.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
FIDELITY VARIABLE INSURANCE Seeks high total return with reduced risk over the Fidelity Management &
PRODUCTS FUND II long-term by allocating its assets among Research Company
VIP II Asset Manager Portfolio stocks, bonds and short-term instruments.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
SALOMON BROTHERS VARIABLE Seeks to obtain above-average income by primarily investing Salomon Brothers
SERIES FUNDS in a broad variety of securities, including stocks, Asset Management
Total Return Fund fixed-income securities and short-term obligations. Inc.

- ------------------------------------ -------------------------------------------------------------- ------------------------------
- ------------------------------------ -------------------------------------------------------------- ------------------------------

GE INVESTMENTS FUNDS Objective of providing the highest total return, composed of GE Investment
Total Return Fund current income and capital appreciation, as is consistent Management
with prudent investment risk by investing Incorporated
in common stock, bonds and money market instruments, the
proportion of each being continuously determined by the
investment adviser.
- ------------------------------------ -------------------------------------------------------------- ------------------------------

OPPENHEIMER VARIABLE Seeks total investment return (which includes current OppenheimerFunds, Inc.
ACCOUNT FUNDS income and capital appreciation in the values of its
Multiple Strategies Fund shares) from investments in common stocks and other
equity securities, bonds and other debt securities,
and "money market" securities.
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
AGGRESSIVE GROWTH FUNDS
- ----------------------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES Non-diversified portfolio pursuing long-term growth of Janus Capital Corporation
Aggressive Growth Portfolio capital by normally investing at least 50% of its assets in
equity securities issued by medium-sized companies.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
OPPENHEIMER VARIABLE ACCOUNT FUNDS Seeks to achieve capital appreciation by investing in OppenheimerFunds, Inc.
Aggressive Growth Fund "growth-type" companies. Before May 1, 1998 this fund was
known as Capital Appreciation Fund.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
THE ALGER Seeks long-term capital appreciation. Except during Fred Alger Management, Inc.
AMERICAN FUND temporary defensive periods, the portfolio invests at least
Alger American Small 65% of its total assets in equity securities of companies
Capitalization Portfolio that, at the time of purchase of the securities, have total
market capitalization within the range of companies included
in the Russell 2000 Growth Index or the S&P Small Cap 600
Index, updated quarterly. Both indexes are broad indexes of
small capitalization stocks. The portfolio may invest up to
35% of its total assets in equity securities of companies
that, at the time of purchase, have total market
capitalization outside this combined range and in excess of
that amount (up to 100% of its assets) during temporary
defensive periods.
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
GROWTH FUNDS
- ----------------------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES Long-term capital growth consistent with the preservation of Janus Capital Corporation
Growth Portfolio capital and pursues its objective by investing in common
stocks of companies of any size. Emphasizes larger, more
established issuers.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
JANUS ASPEN SERIES Seeks long-term growth of capital by investing primarily in Janus Capital Corporation
Capital Appreciation Portfolio common stocks of companies of any size.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
THE ALGER AMERICAN FUND Seeks long-term capital appreciation. Except during Fred Alger Management, Inc.
Alger American Growth Portfolio temporary defensive periods, this portfolio invests at least
65% of its total assets in equity securities of companies
that, at the time of purchase, have a total market
capitalization of $1 billion or greater.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
FIDELITY VARIABLE INSURANCE Seeks long-term capital appreciation by investing mainly in Fidelity
PRODUCTS FUND II common stocks and in securities of companies whose value is Management &
VIP II Contrafund Portfolio believed to have not been fully recognized by the public. Research Company
This fund also invests in domestic and foreign issuers.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
FIDELITY VARIABLE INSURANCE Seeks capital appreciation by investing primarily in common Fidelity
PRODUCTS FUND stocks of companies believed to have above-average growth Management &
VIP Growth Portfolio potential measured by factors such as earnings or revenue. Research Company
- ------------------------------------ -------------------------------------------------------------- ------------------------------
OPPENHEIMER VARIABLE Seeks capital appreciation normally through purchases in OppenheimerFunds, Inc.
ACCOUNT FUNDS common stocks, although its investments are not restricted
Growth Portfolio to any one type of security. Capital appreciation may also
be found in other types of securities including bonds and
preferred stocks.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
FIDELITY VARIABLE INSURANCE Seeks to provide capital growth by investing primarily in Fidelity
PRODUCTS FUND III common stock and other types of securities, including bonds Management &
VIP III Growth Opportunities which may be lower-quality debt securities Research Company
Portfolio
- ------------------------------------ -------------------------------------------------------------- ------------------------------
GOLDMAN SACHS VARIABLE Seeks long-term capital appreciation primarily through Goldman Sachs Asset
INSURANCE TRUST investments in equity securities of companies with public Management
Mid Cap Equity Fund stock market capitalizations within the range of the market
capitalization of companies constituting the Russell Midcap
Index at the time of investment (currently between $400
million and $16 billion).
- ------------------------------------ -------------------------------------------------------------- ------------------------------
GE INVESTMENTS FUNDS Objective of providing long term growth of capital by GE Investment
Value Equity Fund investing primarily in common stock and other equity Management
securities of companies that the investment adviser believes Incorporated
are undervalued by the marketplace at the time of purchase (Subadvised by NWQ
and that offer the potential for above-average growth of Investment
capital. Management
Company)
- ------------------------------------ -------------------------------------------------------------- ------------------------------
PBHG INSURANCE SERIES FUND, INC. Seeks capital appreciation by investing at least 65% of Pilgrim Baxter & Associates,
PBHG Growth II Portfolio total assets in the equity securities of small and medium Ltd.
sized growth companies (market capitalization or annual
revenues up to $4 billion) that, in the adviser's opinion,
have an outlook for strong earnings growth and the potential
for significant capital appreciation.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
PBHG INSURANCE SERIES FUND, INC. Seeks long-term growth of capital by investing primarily in Pilgrim Baxter & Associates,
PBHG Large Cap Growth Portfolio the equity securities of large capitalization companies Ltd.
(market capitalization of greater than $1 billion) that, in
the adviser's opinion, have an outlook for strong growth in
earnings and potential for capital appreciation.
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
GROWTH AND INCOME FUNDS
- ----------------------------------------------------------------------------------------------------------------------------------

FEDERATED INSURANCE SERIES Seeks long-term growth of capital with a secondary objective Federated Advisors
American Leaders Fund II of providing income. Seeks to achieve its objective by
investing, under normal circumstances, at least 65% of its
total assets in common stock of "blue chip" companies.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
GE INVESTMENTS FUNDS Objective of providing long-term growth of capital through GE Investment Management
U.S. Equity Fund investments primarily in equity securities of U.S. companies. Incorporated
- ------------------------------------ -------------------------------------------------------------- ------------------------------
GOLDMAN SACHS VARIABLE Seeks long-term capital growth and growth of income, Goldman Sachs Asset
INSURANCE TRUST primarily through equity securities that are considered to Management
Growth and Income Fund have favorable prospects for capital appreciation and/or
dividend-paying ability.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
SALOMON BROTHERS VARIABLE SERIES Long-term growth of capital with current income as a Salomon Brothers
FUNDS secondary objective, primarily through investments in common Asset Management
Investors Fund stocks of well-known companies. Inc.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
FIDELITY VARIABLE INSURANCE Seeks reasonable income and will consider the potential for Fidelity
PRODUCTS FUND capital appreciation. The fund also seeks a yield which Management &
VIP Equity-Income Portfolio exceeds the composite yield on the securities comprising the Research Company
S&P 500. This is achieved by investing primarily in
income-producing equity securities and by investing in
domestic and foreign issuers.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
FIDELITY VARIABLE INSURANCE Seeks high total return through a combination of current Fidelity
PRODUCTS FUND III income and capital appreciation by investing a majority of Management &
VIP III Growth & Income assets in common stocks with a focus on those that pay Research Company
Portfolio current dividends and show potential for capital
appreciation.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
GE INVESTMENTS FUNDS Objective of providing capital appreciation and accumulation GE Investment Management
S&P 500(1) Index Fund of income that corresponds to the investment return of the Incorporated (Subadvised by
Standard & Poor's 500 Composite Stock Price Index through State Street Global Advisors)
investment in common stocks comprising the Index.
- ------------------------------------ -------------------------------------------------------------- ------------------------------

- --------
1"Standard & Poor's," "S&P," and "S&P 500" are trademarks of
The Mc-Graw Hill Companies, Inc. and have been licensed for use by GE
Investment Management Incorporated. The S&P 500 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 Fund or he
Policy.

- ----------------------------------- -------------------------------------------------------------- ------------------------------
<CAPTION>
INTERNATIONAL STOCK FUNDS
- ------------------------------------ -------------------------------------------------------------- ------------------------------
JANUS ASPEN SERIES Seeks long-term growth of capital primarily through Janus Capital Corporation
International Growth Portfolio investments in common stocks of issuers located outside the
United States. The portfolio normally invests at least 65%
of its total assets in securities of issuers from at least
five different countries, excluding the United States.

FIDELITY VARIABLE INSURANCE Seeks long-term growth of capital by investing at least 65% Fidelity
PRODUCTS FUND of total assets in foreign securities, primarily in common Management &
VIP Overseas Portfolio stocks. Research Company
- ------------------------------------ -------------------------------------------------------------- ------------------------------
GE INVESTMENTS FUNDS Objective of providing long-term growth of capital by GE Investment Management
International Equity Fund investing primarily in foreign equity and equity-related Incorporated
securities which the Adviser believes have long-term
potential for capital growth.
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
CORPORATE BOND FUNDS
- ----------------------------------------------------------------------------------------------------------------------------------
OPPENHEIMER VARIABLE Seeks high level of current income and capital, and growth OppenheimerFunds Inc.
Account Funds when consistent with its primary objective. Under normal
Bond Fund conditions this fund will invest at least
65% of its total assets in investment grade
debt securities.

- ------------------------------------ -------------------------------------------------------------- ------------------------------
SALOMON BROTHERS VARIABLE SERIES Seeks high level of current income with capital appreciation Salomon Brothers Asset
FUNDS as a secondary objective, through a globally diverse Management Inc.
Strategic Bond Fund portfolio of fixed-income investments, including lower-rated
fixed income securities commonly known as junk bonds.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
GE INVESTMENTS FUNDS Objective of providing maximum income consistent with GE Investment Management
Income Fund prudent investment management and preservation of capital by Incorporated
investing primarily in income-bearing debt securities and
other income bearing instruments.
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
HIGH YIELD BOND FUNDS
- ----------------------------------------------------------------------------------------------------------------------------------
OPPENHEIMER VARIABLE Seeks high current income from investments in high yield OppenheimerFunds, Inc.
ACCOUNT FUNDS fixed income securities, including unrated securities or
High Income Fund high risk securities in lower rating categories. These
securities may be considered speculative. This Fund may have
substantial holdings of lower-rated debt securities or
"junk" bonds. The risks of investing in junk bonds are
described in the prospectus for the Oppenheimer Variable
Account Funds, which should be read carefully before
investing.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
FEDERATED INSURANCE SERIES Seeks high current income by investing primarily in a Federated Advisers
High Income Bond Fund II diversified portfolio of professionally managed fixed-income
securities. The fixed income securities in which the Fund
intends to invest are lower-rated corporate debt obligations,
commonly referred to as "junk bonds." The risks of these
securities are described in the prospectus for the Federated
Insurance Series, which should be read carefully before
investing.
- ----------------------------------------------------------------------------------------------------------------------------------
SPECIALTY FUNDS
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERATED INSURANCE SERIES Seeks high current income and moderate capital appreciation Federated Advisers
Utility Fund II by investing primarily in equity and debt securities of
utility companies.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
GE INVESTMENTS FUNDS Objective of providing maximum total return through current GE Investment Management
Real Estate income and capital appreciation by investing primarily in Incorporated
Securities Fund securities of U.S. issuers that are principally engaged in
or related to the real estate industry including those that
own significant real estate assets. The portfolio will not
invest directly in real estate.
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
DIVERSIFIED BOND FUNDS
- ----------------------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES Seeks maximum total return consistent with preservation of Janus Capital
Flexible Income Portfolio capital. Total return is expected to result from a Corporation
combination of income and capital appreciation. The
portfolio pursues its objective primarily by investing in
any type of income-producing securities. This portfolio may
have substantial holdings of lower-rated debt securities or
"junk" bonds. The risks of investing in junk bonds are
described in the prospectus for Janus Aspen Series, which
should be read carefully before investing.
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
GLOBAL STOCK FUNDS
- ------------------------------------ -------------------------------------------------------------- ------------------------------
JANUS ASPEN SERIES Seeks long-term capital growth in a manner consistent with Janus Capital
Worldwide Growth Portfolio the preservation of capital by investing in a diversified Corporation
portfolio of common stocks of foreign and domestic issuers
of all sizes. Normally invests in at least five different
countries including the United States.
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
INTERNATIONAL BOND FUNDS
- ----------------------------------------------------------------------------------------------------------------------------------
GE INVESTMENTS FUNDS Objective of providing high total return, emphasizing GE Investment
Global Income Fund current income and, to a lesser extent, capital Management
appreciation. The Fund seeks to achieve its objectives by
Incorporated investing primarily in foreign and domestic
income-bearing debt securities and other foreign and
domestic income.
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
MONEY MARKET FUNDS
- ----------------------------------------------------------------------------------------------------------------------------------
GE INVESTMENTS FUNDS Objective of providing the highest level of current income GE Investment
Money Market Fund as is consistent with various types of good liquidity and Management
safety of principal by investing in high quality money Incorporated
market securities.
- ------------------------------------ -------------------------------------------------------------- ------------------------------
</TABLE>

We will purchase shares of the portfolios at net asset value and direct them to
the appropriate Investment Subdivisions of the Separate Account. We will redeem
sufficient shares of the appropriate portfolios at net asset value to pay Death
Benefits and surrender/partial surrender proceeds, to make income payments, or
for other purposes described in the Policy. We automatically reinvest all
dividend 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 Funds are not sold directly to the general public. They are sold
to the Company, and may 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.

<PAGE>

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 a percentage of the average aggregate 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. These agreements reflect
administrative services we provide.

CHANGES TO THE SEPARATE ACCOUNT AND THE INVESTMENT SUBDIVISIONS

We reserve the right, within the law, to make additions, deletions and
substitutions for the Funds and/or any portfolios within the Funds in which the
Separate Account participates. We may substitute shares of other portfolios for
shares already purchased, or to be purchased in the future, under the Policy.
This substitution might occur if shares of a portfolio should no longer be
available, or if investment in any portfolio's shares should become
inappropriate, in the judgment of our management, for the purposes of the
Policy. No substitution of the shares attributable to your Policy may take place
without notice to you and before approval of the SEC, in accordance with the
1940 Act.

We also reserve the right to establish additional Investment Subdivisions, each
of which would invest in a separate portfolio of a Fund, or in shares of another
investment company, with a specified investment objective. We may also eliminate
one or more Investment Subdivisions if, in our sole discretion, marketing, tax,
or investment conditions warrant.

If permitted by law, we may deregister the Separate Account under the 1940 Act
in the event such registration is no longer required; manage the Separate
Account under the direction of a committee; or combine the Separate Account with
other separate accounts of the Company. Further, to the extent permitted by
applicable law, we may transfer the assets of the Separate Account to another
separate account.

THE GUARANTEE ACCOUNT

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, however, may be subject to certain generally applicable
provisions of the federal securities laws relating to the accuracy of statements
made in a registration statement.

You may allocate some or all of your net premium payments and transfer some or
all of your Account Value to the Guarantee Account. We credit the portion of the
Account Value allocated to the Guarantee Account with interest (as described
below). Account Value in the Guarantee Account is subject to some, but not all,
of the charges we assess in connection with the Policy. SEE Charges and Other
Deductions.

Each time you allocate net premium payments or transfer Account Value to the
Guarantee Account, we establish an interest rate guarantee period. For each
interest rate guarantee period, we guarantee an interest rate for a specified
period of time. 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 for the remaining portion of that particular allocation.

The initial interest rate guarantee period for any allocation will be one year,
unless you elect differently at the time of your allocation. Subsequent interest
rate guarantee periods will each be one year, unless you select another period
at or before the beginning of the subsequent period. During the first 10 days of
each interest rate guarantee period, you may change the interest rate guarantee
period to any other period we then offer. If you change the interest rate
guarantee period, a different interest rate may apply. After the first 10 days
of an interest rate guarantee period, you may not change that guarantee period.

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 Account Value 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, or any portion
thereof. 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 guarantee period about the then currently available guarantee period and
the guaranteed interest rates applicable to such guarantee periods. A new one
year guarantee period will commence automatically unless we receive written
notice prior to the end of the 30 day period following the expiration of the
guarantee period ("30 day window") of your election of a different guarantee
period from among those being offered by us at that time, or instructions to
transfer all or a portion of the remaining amount to one or more Investment
Subdivisions subject to certain restrictions. (See Transfers Before the Maturity
Date.) During the 30 day window, the allocation will accrue interest at the new
guarantee period's interest rate.

We reserve the right to credit bonus interest on premium payments allocated to a
Guarantee Account participating in the Dollar-Cost Averaging Program.

CHARGES AND OTHER DEDUCTIONS

All of the charges described in this section apply to Account Value allocated to
the Separate Account. Account Value in the Guarantee Account is subject to all
of the charges described in this section except for the mortality and expense
risk charge and the administrative expense charge.

We will deduct the charges described below to cover our costs and expenses,
services provided, and risks assumed under the Policies. We incur certain costs
and expenses for the distribution and administration of the Policies and for
providing the benefits payable thereunder. Our administrative services include:

o processing applications for and issuing the Policies;

o processing purchases and redemptions of portfolio shares as
required;

<PAGE>

o maintaining records;

o administering annuity payouts;

o furnishing accounting and valuation services (including the
calculation and monitoring of daily Investment Subdivision
values);

o reconciling and depositing cash receipts;

o providing Policy confirmations and periodic statements; and

o providing toll-free inquiry services.

The risks we assume include:

o the risk that the Death Benefits will be greater than the
Surrender Value;

o the risk that the actual life-span of persons receiving income
payments under the Policy will exceed the assumptions reflected
in our guaranteed rates (these rates are incorporated in the
Policy and cannot be changed);

o the risk that more Owners than expected will qualify for waivers
of the surrender charges; and

o the risk that our costs in providing the services will exceed
our revenues from Policy charges (which cannot be changed by us).

The amount of a charge may not necessarily correspond to the costs associated
with providing the services or benefits indicated by the designation of the
charge. For example, the surrender charge we collect may not fully cover all of
the sales and distribution expenses we actually incur. We also may realize a
profit on one or more of the charges. We may use any such profits for any
corporate purpose, including the payment of sales expenses.

TRANSACTION EXPENSES

SURRENDER CHARGE

We assess a surrender charge (except as described below) on partial and full
surrenders of premium payments. We also assess surrender charges to payments we
make upon maturity if your Maturity Date occurs within six years of our receipt
of a premium payment. You pay this charge to partially compensate us for the
losses we experience on Policy distribution costs when Owners surrender or
partially surrender.

We calculate the surrender charge separately for each premium payment. For
purposes of calculating this charge, we assume that you withdraw premium
payments on a first-in first-out basis. We also assume you surrender your
premium payments before you surrender any gains in your Policy. We deduct the
surrender charge proportionately from the Investment Subdivisions. However, if
there is no Account Value in the Separate Account, we will deduct the charge
from the Guarantee Account. The surrender charge is as follows:

<PAGE>

Number of full and partially Surrender charge as a percentage
completed years since we received of the surrendered or partially
the premium payment surrendered premium payment

Year Percentage

1 6%
2 6%
3 6%
4 6%
5 4%
6 2%
7 or more 0%

We do not assess the surrender charge on surrenders:

o of free withdrawal amounts (as defined below);

o if taken under Optional Payment Plan 1, Optional Payment Plan 2
(for a period of 5 or more years),Optional Payment Plan 3 (for
a payment period of at least 5 years based on a guaranteed
interest rate), or Optional Payment Plan 5;

o if within 90 days of the Annuitant's death.

Your first surrender in any Policy year of up to 10% of your Account Value
(determined the Valuation Period during which we receive the surrender request)
may be made without a surrender charge (the "free withdrawal amount"). If the
first surrender in any Policy year is a full surrender or a partial surrender of
more than 10% of Account Value, no surrender charge will apply to a portion of
the amount surrendered equal to 10% of your Account Value. Any amount subject to
the surrender charge will not exceed the amount you surrender. The free
withdrawal amount is not cumulative from Policy year to Policy year.

Further, we will waive the surrender charge if you annuitize under Optional
Payment Plan 1 (Life Income with Period Certain), Optional Payment Plan 2
(Income for a Fixed Period) provided that you select a fixed period of 5 years
or more, Optional Payment Plan 3 (for a payment period of at least 5 years based
on a guaranteed interest rate), or Optional Payment Plan 5 (Joint Life and
Survivor Income). SEE Optional Payment Plans.

<PAGE>

DEDUCTIONS FROM THE SEPARATE ACCOUNT

We deduct from the Separate Account an amount, computed daily, at an annual rate
of 1.40% of the daily net asset value. The charge consists of an administrative
expense charge at an effective annual rate of .15% and a mortality and expense
risk charge at an effective annual rate of 1.25%. These deductions from the
Separate Account are reflected in Account Value.

OTHER CHARGES

ELECTIVE OPTIONAL DEATH BENEFIT CHARGE

We charge you for expenses related to the elective Optional Death Benefit
("ODB"). We deduct these charges against the Account Value in the Separate
Account at each anniversary and at full surrender to compensate us for the
increased risks and expenses associated with providing the enhanced Death
Benefit. We will allocate the annual ODB charge among the Investment
Subdivisions in the same proportion that the Policy's Account Value in each
Investment Subdivision bears to the total Account Value in all Investment
Subdivisions at the time we make the charge. If the Account Value in the
Separate Account is not sufficient to cover the charge for the ODB, we will
deduct the charge first from the Account Value in the Separate Account, if any,
and then from the Guarantee Account. We will take deductions from the Guarantee
Account from the amounts which have been in the Guarantee Account for the
longest period of time. At full surrender, we will charge you a pro-rata portion
of the annual charge. (We do not have exemptive relief to deduct the ODB charge
at full surrender, so we do not currently deduct the ODB charge at full
surrender. We are, however, in the process of applying for exemptive relief. If
we receive this exemptive relief, we will begin to deduct the ODB charge at full
surrender.)

We guarantee that the ODB charge will never exceed an annual rate of 0.25% of
your Account Value.

POLICY MAINTENANCE CHARGE

We will deduct an annual charge of $25 annually from the Account Value of each
Policy to compensate us for certain administrative expenses incurred in
connection with the Policies. We will deduct the charge at each Policy
anniversary and at full surrender. We will waive this charge if your Account
Value at the time of deduction is more than $75,000.

We will allocate the annual Policy Maintenance Charge among the Investment
Subdivisions in the same proportion that the Policy's Account Value in each
Investment Subdivision bears to the total Account Value in all Investment
Subdivisions at the time we make the charge. If there is insufficient Account
Value allocated to the Separate Account, we will deduct any remaining portion of
the charge from the Guarantee Account from the amounts that have been in the
Guarantee Account for the longest period of time. Other allocation methods may
be available upon request.

TRANSFER CHARGES

You may transfer amounts from and among the Investment Subdivisions of the
Separate Account and the Guarantee Account. Twelve transfers may be made each
calendar year without incurring a charge. After that, each time you transfer
amounts during that calendar year, we will deduct a $10 transfer charge from the
amount transferred to compensate us for the costs in making the transfer. We
will not charge for transfers occurring after Income Payments begin.

OTHER CHARGES AND DEDUCTIONS

Each Fund incurs certain fees and expenses. To pay for these charges, the Fund
makes deductions from its assets. The deductions are described more fully in
each Fund's prospectus.

ADDITIONAL INFORMATION

We may reduce or eliminate the administrative expense and surrender charges
described previously for any particular Policy. However, we will reduce these
charges only to the extent that we anticipate lower distribution and/or
administrative expenses, or that we perform fewer sales or administrative
services than those originally contemplated in establishing the level of those
charges. Lower distribution and administrative expenses may be the result of
economies associated with (1) the use of mass enrollment procedures, (2) the
performance of administrative or sales functions by the employer, (3) the use by
an employer of automated techniques in submitting deposits or information
related to deposits on behalf of its employees, or (4) any other circumstances
which reduce distribution or administrative expenses. We will state the exact
amount of administrative expense and surrender charges applicable to a
particular Policy in that Policy. We will include any such differences in your
Policy.

THE POLICY

The Policy is an individual flexible premium variable deferred annuity Policy.
We describe your rights and benefits below and in the Policy.

PURCHASE OF THE POLICY

If you wish to purchase a Policy, you must apply for it through an authorized
sales representative. The sales representative will send your completed
application to us, and we will decide whether to accept or reject it. If we
accept your application, our legally authorized officers prepare and execute a
Policy. We then send the Policy to you through your sales representative. SEE
Distribution of the Policies.

If we receive a completed application and all other information necessary for
processing a purchase order, we will apply your initial premium payment no later
than two business days after we receive the order. While attempting to finish an
incomplete application, we may hold your initial premium payment for no more
than five business days. If the incomplete application cannot be completed
within those five days, we will inform you of the reasons, and will return your
premium payment immediately (unless you specifically authorize us to keep it
until the application is complete). Once you complete your application, we must
apply the initial premium payment within two business days.

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To apply for a Policy, you must be of legal age and also be eligible to
participate in any of the qualified or non-qualified plans for which we designed
the Policies. The Annuitant cannot be older than age 85, unless we approve a
different age.

OWNERSHIP

As Owner, you have all rights under the Policy, subject to the rights of any
irrevocable beneficiary. According to New York law, the assets of the Separate
Account are held for the exclusive benefit of all Owners and their Designated
Beneficiaries. Qualified Policies may not be assigned or transferred except as
permitted by the Employee Retirement Income Security Act (ERISA) of 1974 and
upon written notification to us. We assume no responsibility for the validity or
effect of any assignment. Consult your tax advisor about the tax consequences of
an assignment.

If you name a Joint Owner in the application, we will treat the Joint Owners as
having equal undivided interests in the Policy. All Owners must together
exercise any ownership rights in this Policy.

PREMIUM PAYMENTS

You may make premium payments at a frequency and in the amount you select. You
must obtain our approval before you make total premium payments for an Annuitant
age 79 or younger that exceed $2,000,000. If the Annuitant is age 80 or older at
the time of payment, the total amount not subject to prior approval is
$1,000,000. Payments may be made or, if stopped, resumed at any time until the
Maturity Date, the surrender of the Policy, or the death of the Owner (or Joint
Owner, if applicable), whichever comes first. We reserve the right to refuse to
accept a premium payment for any lawful reason and in a manner that does not
unfairly discriminate against similarly situated purchasers.

The minimum initial premium payment is $5,000 (or $2,000 if your Policy is an
IRA Policy). We may accept a lower initial premium payment in the case of
certain group sales. Each additional premium Payment must be at least $500 for
Non-Qualified Policies, $50 for IRA policies and $100 for other Qualified
Policies.

BUSINESS DAY

We will value Accumulation and Annuity Units once daily as of the close of
trading (currently 4:00 p.m., New York time) for each day the New York Stock
Exchange is open except for days on which a Fund does not value its shares. If a
Valuation Period contains more than one day, the unit values will be same for
each day in the Valuation Period.

ALLOCATION OF PREMIUM PAYMENTS

We place net premium payments into the Separate Account's Investment
Subdivisions, each of which invests in shares of a corresponding portfolio of
the Funds and/or the Guarantee Account, according to your instructions. You may
allocate premiums to up to ten Investment Subdivisions at any one time.

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The percentage of any premium payment which you can put into any one Investment
Subdivision or interest rate guarantee period must be at least 1%. Upon
allocation to the appropriate Investment Subdivisions we convert net premium
payments into Accumulation Units. We determine the number of Accumulation Units
credited by dividing the amount allocated to each Investment Subdivision by the
value of an Accumulation Unit for that Investment Subdivision on the Business
Day on which we receive the premium payment at our Variable Annuity Service
Center if received before 4:00 p.m., New York time. If we receive the premium
payment at or after 4:00 p.m, New York time, we will use the Accumulation Unit
value computed on the next Business Day. The number of Accumulation Units
determined in this way is not changed by any subsequent change in the value of
an Accumulation Unit. However, the dollar value of an Accumulation Unit will
vary depending not only upon how well the portfolio's investments perform, but
also upon the charges of the Separate Account and the fees and expenses of the
portfolios.

You may change the allocation of subsequent premium payments at any time,
without charge, by sending us acceptable notice in writing. The new allocation
will apply to any premium payments made after we receive notice of the change.

VALUATION OF ACCUMULATION UNITS

We value Accumulation Units for each Investment Subdivision separately.
Initially, we arbitrarily set the value of each Accumulation Unit at $10.00.
After that, the value of an Accumulation Unit in any Investment Subdivision for
a Valuation Period equals the value of an Accumulation Unit in that Investment
Subdivision as of the preceding Valuation Period multiplied by the net
investment factor of that Investment Subdivision for the current Valuation
Period.

The net investment factor is an index we use to measure the investment
performance of an Investment Subdivision from one Valuation Period to the next.
The net investment factor for any Investment Subdivision for any Valuation
Period reflects the change in the net asset value per share of the portfolio
held in the Investment Subdivision from one Valuation Period to the next,
adjusted for the daily deduction of the administrative expense and mortality and
expense risk charges from assets in the Investment Subdivision. If any
"ex-dividend" date occurs during the Valuation Period, we take into account the
per share amount of any dividend or capital gain distribution so that the unit
value is not impacted. Also, if we need to reserve money for taxes, we take into
account a per share charge or credit for any taxes reserved for which we
determine to have resulted from the operations of the Investment Subdivision.

TRANSFERS

TRANSFERS BEFORE THE MATURITY DATE

Before the earliest of the surrender of the Policy, payment of any Death
Benefit, or the Maturity Date, you may transfer all or a portion of your
investment between and among the Investment Subdivisions of the Separate Account
and the Guarantee Account, subject to certain conditions. We process transfers
among the Investment Subdivisions of the Separate Account and between the
Investment Subdivisions and any Guarantee Account as of the end of the Valuation
Period that we receive the transfer request at our Variable Annuity Service
Center. We may postpone transfers to, from, or among the Investment Subdivisions
of the Separate Account, under certain circumstances. SEE Requesting Payments.

<PAGE>

Further, we may restrict certain transfers from the Investment Subdivisions. We
reserve the right to prohibit or limit transfers from an Investment Subdivision
to the Guarantee Account during the six month period following the transfer of
any amount from the Guarantee Account to any Investment Subdivision.

Currently, there is no other limit on the number of transfers between and among
Investment Subdivisions of the Separate Account and the Guarantee Account;
however, we reserve the right to limit the number of transfers each calendar
year to twelve, or if it is necessary for the Policy to continue to be treated
as an annuity policy by the Internal Revenue Service, a lower number. Currently,
the first twelve transfers in a calendar year are free. After that, we will
assess a fee of $10 per transfer during that calendar year. We do not assess a
surrender charge on dollar-cost averaging transfers or on portfolio rebalancing
transfers. The minimum transfer amount is the entire balance in the Investment
Subdivision or interest rate guarantee period if the transfer will leave a
balance of less than $100.

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

(i) if any Investment Subdivision that would be affected by the
transfer is unable to purchase or redeem shares of the Fund in
which the Investment Subdivision invests;

(ii) if the transfer is a result of more than one trade involving the
same Investment Subdivision within a 30 day period; or

(iii) if the transfer would adversely affect accumulation unit values;
and

(iv) if the transfer would adversely affect any Fund affected by the
transfer.

We also may not honor transfers made by third parties holding multiple powers of
attorney. (SEE Powers of Attorney.)

When thinking about a transfer of Account Value, 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.

POWERS OF ATTORNEY

As a general rule and as a convenience to you, we allow the use of powers of
attorney whereby you give third parties the right to effect transfers on your
behalf. However, when the same third party possesses powers of attorney executed
by many Owners, the result can be simultaneous transfers involving large amounts
of Account Value. Such transfers can disrupt the orderly management of the Funds
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 Funds underlying the Policies, and the
management of the Funds share this position. Therefore, we may limit transfers
made by a third party holding multiple powers of attorney.

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 Money Market Investment
Subdivision and/or the Guarantee Account to any combination of other Investment
Subdivisions (as long as the total number of Investment Subdivisions used does
not exceed 10 at any one time). 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 Accumulation 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 selecting the
program on the application, or by completing a dollar-cost averaging agreement.
To use the dollar-cost averaging program, you must transfer at least $100 from
an Investment Subdivision or an interest rate guarantee period with each
transfer. Once elected, dollar-cost averaging remains in effect from the date we
receive your request until the value of the Investment Subdivision or the
interest rate guarantee period from which transfers are being made is depleted,
or until you cancel the program by written request.

With regard to dollar-cost averaging from the Guarantee Account, we reserve the
right to determine the amount of each automatic transfer to 10% per month of the
amount so designated. We reserve the right to transfer any remaining portion of
an allocation used for dollar-cost averaging to a Guarantee Account with a new
interest rate guarantee period upon termination of the dollar-cost averaging
program for that allocation.

There is no additional charge for dollar-cost averaging. Dollar-cost averaging
transfers are not subject to a transfer charge. We reserve the right to
discontinue offering the dollar-cost averaging program. We will provide you 30
days written notice should we do this.

ASSET ALLOCATION

You may select from five asset allocation model portfolios, or you may use a
model as a guide to help you develop your own asset allocation program. The
models are as follows:

Model Investment and Risk Profile
1 Income
2 Enhanced Income
3 Growth & Income
4 Growth
5 Aggressive Growth

If you elect to participate in the asset allocation program, we will
automatically allocate all premium payments among the Investment Subdivisions
indicated by the model and the Funds within the model you select. The models do
not include allocation to the Guarantee Account. Although you may use only one
model at a time, you may elect to change your selection as your tolerance for
risk, needs, and/or objectives change. You may use a questionnaire to determine
the model that best meets your risk tolerance and time horizons. Asset
allocation does not guarantee a profit or protect against a loss.

Because each Investment Subdivision performs differently over time, your
portfolio mix may vary from its initial allocations. You may elect to have the
portfolios automatically rebalanced under our portfolio rebalancing program,
described below.

From time to time, the allocation percentages among the Investment Subdivisions
or even some of the Investment Subdivisions within a particular model, may need
to be changed. We will send you notice that such a change has been made. Unless
you elect to participate in the new allocation model you will remain in your
current designated allocation model. This change will not be made automatically.

There is no additional charge for the asset allocation program. We reserve the
right to discontinue offering this program at any time and for any reason.

PORTFOLIO REBALANCING PROGRAM

Once you have allocated your money among the Investment Subdivisions, the
performance of each Investment Subdivision may cause your allocation to shift.
You may instruct us to automatically rebalance (on a quarterly, semi-annual or
annual basis) your Account Value among the Investment Subdivisions to return to
the percentages specified in your allocation instructions. The program does not
include allocations to the Guarantee Account. 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
written instructions to our Variable Annuity Service Center. Once elected,
portfolio rebalancing remains in effect from the date we receive your written
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 assessing a transfer
processing fee or calculating the maximum number of transfers permitted in a
calendar year. Portfolio rebalancing does not guarantee a profit or protect
against a loss. We reserve the right to discontinue offering portfolio
rebalancing upon 30 days written notice to you.

SURRENDERS

SURRENDERS AND PARTIAL SURRENDERS

Subject to the rules discussed below, we will allow the surrender of the Policy
or a withdrawal of a portion of the Account Value at any time before the
Maturity Date upon your written request. Surrender or partial surrender rights
after the Maturity Date depend upon the income payment option you select.

We will not permit a partial surrender that is less than $500 or that reduces
Account Value to less than $5,000. If your partial surrender request would
reduce Account Value to less than $5,000, we will surrender only that amount of
Account Value that would reduce the remaining Account Value to $5,000 and deduct
any surrender charge from the amount you surrendered.

The amount payable on full surrender of the Policy is the Surrender Value at the
end of the Valuation Period during which we receive the request. The Surrender
Value equals the Account Value on the date we receive a request for surrender
less any applicable surrender charge, and less any ODB charge (provided we
receive the necessary exemptive relief). We may pay the Surrender Value in a
lump sum or under one of the optional payment plans specified in the Policy,
based on your instructions.

You may indicate, in writing, from which Investment Subdivisions or interest
rate guarantee periods we are to take your partial surrender. If you do not tell
us, we will deduct the amount of the partial surrender first from the Investment
Subdivisions of the Separate Account on a pro-rata basis, in proportion to the
Account Value in the Separate Account. We then will deduct any remaining amount
from the Guarantee Account. We will take deductions from the Guarantee Account
from the amounts (including any interest credited to such amounts) which have
been in the Guarantee Account for the longest period of time.

SYSTEMATIC WITHDRAWALS

You may elect in writing on our form to take systematic withdrawals of a
specified dollar amount (in equal installments of at least $100) on a monthly,
quarterly, semi-annual or annual basis. Payments can begin at any time after 30
days from the Policy Date. Each partial surrender may not exceed 10% of your
Account Value on the effective date of the first installment for that Policy
year. You may provide specific instructions as to how we are to take the
systematic withdrawals. If you have not provided specific instructions, or if
your specific instructions cannot be carried out, we will process the
withdrawals by first taking on a pro-rata basis Accumulation Units from all of
the Investment Subdivisions in which you have an interest. To the extent that
your Account Value in the Separate Account is not sufficient to accomplish the
withdrawal, we will take the necessary amount from the Guarantee Account to
accomplish the withdrawal.

After your systematic withdrawals begin, you may change the frequency and/or
amount of your payments, subject to the following:

o you may request only one such change in a calendar quarter; and

o if you did not elect the maximum amount you could withdraw under this
program at the time you elected the current series of systematic
withdrawals, then you may increase the remaining payments up to the
amount which would distribute the maximum.

A systematic withdrawal program will terminate automatically when a systematic
withdrawal would cause the remaining Account Value to be less than $5,000. If a
systematic withdrawal would cause the Account Value to be less than $5,000, then
we will not process that systematic withdrawal transaction. If any of your
systematic withdrawals would be or becomes less than $50, we reserve the right
to reduce the frequency of payments to an interval that would result in each
payment being at least $50. You may discontinue systematic withdrawals at any
time by notifying us in writing at our Variable Annuity Service Center.

When you consider systematic withdrawals, please remember that each systematic
withdrawal is subject to federal income taxes on any portion considered gain for
tax purposes. In addition, you may be assessed a 10% federal penalty tax on
systematic withdrawals if you are under age 59 1/2 at the time of the
withdrawal.

We reserve the right to prohibit simultaneous systematic withdrawals and
dollar-cost averaging. We also reserve the right to discontinue systematic
withdrawals upon 30 days written notice to Owners.

<PAGE>

THE DEATH BENEFIT

BENEFICIARIES

You may select one or more primary and contingent Beneficiaries during your
lifetime upon application and by filing a written request with our Variable
Annuity Service Center. Each change of Beneficiary revokes any previous
designation.

DEATH BENEFIT AT DEATH OF ANNUITANT BEFORE MATURITY DATE

If the Annuitant dies before income payments begin, the amount of proceeds
available is the Death Benefit if the Designated Beneficiary (defined below)
elects this option within 90 days of the Annuitant's death. Otherwise, we will
pay Surrender Value. Upon receipt of due proof of the Annuitant's death
(generally, due proof is a certified copy of the death certificate or a
certified copy of the decree of a court of competent jurisdiction as to the
finding of death), we will treat the Death Benefit in accordance with your
instructions, subject to distribution rules and termination of contract
provisions described elsewhere. Once we have paid the Death Benefit, the Policy
will terminate and we will have no further obligation under the Policy. We will
assess surrender charges if the Policy is surrendered more than 90 days after
the death of the Annuitant.

The Death Benefit will be the greater of:

o the minimum death benefit (described below); or

o the Account Value on the date we receive due proof of death of the
Annuitant.

During the first six Policy years, and subsequently if the Annuitant was age 81
or older on the Policy Date, the minimum death benefit is the total premium
payments adjusted for any partial surrenders.

During any subsequent six-year period, if the Annuitant was age 80 or younger on
the Policy Date, the minimum death benefit will be the Death Benefit on the last
day of the previous six-year period plus any premium payments since then,
adjusted for any partial surrenders.

DEATH OF AN OWNER OR JOINT OWNER BEFORE THE MATURITY DATE

GENERAL: In certain circumstances, federal tax law requires that distributions
be made under this Policy upon the first death of:

o an Owner or Joint Owner, or

o the Annuitant if any Owner is a non-natural entity (such as a
trust or corporation).

The discussion below describes the methods available for distributing the value
of the Policy upon death.

DESIGNATED BENEFICIARY: At the death of any Owner (or Annuitant, if any Owner is
a non-natural entity), the person or entity first listed below who is alive or
in existence on the date of that death will become the Designated Beneficiary:

(1) Owner or Joint Owners.

<PAGE>

(2) Primary beneficiary.

(3) Contingent beneficiary.

(4) Owner's estate.

We then will treat the Designated Beneficiary as the sole Owner of the Policy.
If there is more than one Designated Beneficiary, we will treat each one
separately in applying the tax law's rules described below.

DISTRIBUTION RULES: The distributions required by federal tax law differ
depending on whether the Designated Beneficiary is the spouse of the deceased
Owner (or of the Annuitant, if the Policy is owned by a non-natural entity).

o SPOUSES -- If the Designated Beneficiary is the surviving spouse of
the deceased person, the surviving spouse may continue the Policy in force with
the surviving spouse as the new Owner. If the deceased person was the Annuitant
and there was no surviving Contingent Annuitant, the surviving spouse will
automatically become the new Annuitant. At the death of the surviving spouse,
this provision may not be used again, even if the surviving spouse remarries. In
that case, the rules for non-spouses will apply.

o NON-SPOUSES -- If the Designated Beneficiary is not the surviving
spouse of the deceased person, this Policy cannot be continued in force
indefinitely. Instead, upon the death of any Owner (or Annuitant, if any Owner
is a non-natural entity), payments must be made to (or for the benefit of) the
Designated Beneficiary under one of the following payment choices:

(1) Receive the Surrender Value in one lump sum payment upon
receipt of due proof of death.

(2) Receive the Surrender Value at any time during the five year
period following the date of death. At the end of the five
year period, we will pay in a lump sum payment any Surrender
Value still remaining.

(3) Apply the Surrender Value to provide a monthly income benefit
under Optional Payment Plan 1 or 2. The first monthly income
benefit payment must be made no later than one year after the
date of death. Also, the monthly income benefit payment period
must be either the lifetime of the Designated Beneficiary or a
period not exceeding the Designated Beneficiary's life
expectancy.

If no choice is made by the Designated Beneficiary within 30 days following
receipt of due proof of death, we will use payment choice 2 (payment of the
entire value of the Policy within 5 years of the date of death). We will not
accept any premium payments after the non-spouse's death. If the Designated
Beneficiary dies before we distributed the entire Surrender Value, we will pay
in a lump sum payment of any Surrender Value still remaining to the person named
by the Designated Beneficiary. If no person is so named, we will pay the
Designated Beneficiary's estate.

Under payment choices 1 or 2, the Policy will terminate upon payment of the
entire Surrender Value. Under payment choice 3, this Policy will terminate when
we apply the Surrender Value to provide a Monthly Income Benefit.

<PAGE>

AMOUNT OF THE PROCEEDS: If an Owner or Joint Owner dies and that person is
someone other than the Annuitant, the amount of the proceeds available is the
Surrender Value. If the Annuitant dies (whether or not he or she is an Owner or
Joint Owner), the amount of the proceeds available (provided election is made
within 90 days) is the Death Benefit. Upon receipt of due proof of the
Annuitant's death, the Death Benefit will constitute the new Surrender Value.
The Owner will instruct us how to treat the Surrender Value, subject to the
distribution rules described above.

DEATH OF OWNER, JOINT OWNER, OR ANNUITANT AFTER INCOME PAYMENTS BEGIN

If an Owner, Joint Owner, or Annuitant dies after income payments have begun, or
if a Designated Beneficiary receiving income payments dies after the date income
payments have begun, payments made under the Policy will be made at least as
rapidly as under the method of distribution in effect at the time of the death,
notwithstanding any other provision of the Policy.

ELECTIVE OPTIONAL DEATH BENEFIT

The Elective Optional Death Benefit Rider provides for an annual step-up in
death benefit, as described below. The Designated Beneficiary may elect the
Optional Death Benefit at any time after the Annuitant's death. If we pay this
Death Benefit, the Policy will terminate, and we will have no further obligation
under the Policy.

The Death Benefit under the Optional Death Benefit Rider is the greater of: (1)
the Death Benefit described above under "Death Benefit at Death of Annuitant
Before Maturity Date," and (2) the minimum Death Benefit described below.

During the first Policy year, the minimum Death Benefit under the Optional Death
Benefit Rider is the total of premium payments made, adjusted for any partial
surrenders. After the first Policy year and until the Policy anniversary
immediately preceding the Annuitant's 81st birthday, the minimum Death Benefit
is the Policy's greatest Death Benefit on any previous Policy anniversary, plus
the total premium payments made since that date, adjusted for any partial
surrenders taken since that date. Beginning on the Policy anniversary
immediately preceding the Annuitant's 81st birthday, the minimum Death Benefit
is the Policy's minimum Death Benefit on that date, plus the total premium
payments made since that date, i.e., "policy anniversary that annuitant reaches
age 80", less adjustments for any partial surrenders taken since that date.

Your election of the Optional Death Benefit Rider is effective on the Policy
Date (unless another effective date is shown on the Policy data pages). It will
remain in effect while the Policy is in force and before income payments begin,
or until the Policy anniversary following the date of receipt of your
request to terminate the rider. If we receive your request within 30 days of any
Policy anniversary, you may request that the rider terminate as of that
anniversary. We will charge you each year (and at full surrender if we receive
exemptive relief to do so) for expenses related to the Death Benefit available
under the terms of the Optional Death Benefit Rider. This charge will not exceed
.25% of Account Value. SEE "Elective Optional Death Benefit Charge." Amounts
payable under the Optional Death Benefit Rider are subject to the distribution
rules described above.

INCOME PAYMENTS

When you apply for a Policy, you may select any Maturity Date permitted by law;
however, this date cannot be any later than the Policy anniversary following the
Annuitant's 90th birthday. (Please note the following exception: Policies issued
under Qualified Retirement Plans provide for income payments to start at the
date and under the option specified in the plan.)

We will pay a monthly income benefit to the Owner beginning on the Maturity Date
if the Annuitant is still living. We will pay the monthly income benefit in the
form of variable income payments similar to those described in Optional Payment
Plan 1, Life Income with 10 Years Certain (automatic payment plan), using the
sex and settlement age of the Annuitant instead of the payee, unless you make
another election. You may also choose to receive the maturity value (that is,
the Surrender Value of your Policy on the date immediately preceding the
Maturity Date) in one lump sum (in which case we will cancel the Policy).

<PAGE>

Under the Life Income with 10 Years Certain plan, if the Annuitant lives longer
than ten years, payments will continue for his or her life. If the Annuitant
dies before the end of ten years, we will discount the remaining payments for
the ten year period at the same rate used to calculate the monthly income
payment. If the remaining payments are variable income payments, we will assume
the amount of each payment that we discount equals the payment amount on the
date we receive due proof of death. We will pay this discounted amount in one
sum.

The Policy also provides optional forms of annuity payments, each of which is
payable on a fixed basis. Optional Payment Plans 1 and 5 also are available on a
variable basis. The Policy provides that all or part of the Account Value may be
used to purchase an annuity.

If you elect fixed income payments, the guaranteed amount payable will earn
interest at 3% compounded yearly. We may increase the interest rate which will
increase the amount we pay to you or the payee.

If you elect variable income payments, your income payments, after the first
payment, will reflect the investment experience of the Investment Subdivisions
to which you allocated Account Value.

We will make annuity payments monthly unless you elect quarterly, semi-annual or
annual installments. Under the monthly income benefit and all of the optional
payment plans, if any payment made more frequently than annually would be or
becomes less than $20, we reserve the right to reduce the frequency of payments
to an interval that would result in each payment being at least $20. If the
annual payment payable at maturity is less than $20, we will pay the maturity
value in a lump sum. Upon making such a payment, we will have no future
obligation under the Policy. Following are explanations of the optional payment
plans available.

OPTIONAL PAYMENT PLANS

PLAN 1--LIFE INCOME WITH PERIOD CERTAIN. This option guarantees periodic
payments during a designated 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. The payee selects the designated period. If the payee dies
during the minimum period, we will discount the amount of the remaining
guaranteed payments at the same rate used in calculating income payments. We
will pay the discounted amount in one sum to the payee's estate unless otherwise
provided.

PLAN 2--INCOME FOR A FIXED PERIOD. This option provides for periodic payments to
be made for a fixed period not longer than 30 years. Payments can be annual,
semi-annual, quarterly, or monthly. If the payee dies, we will discount the
amount of the remaining guaranteed payments to the date of the payee's death at
the same rate used in calculating income payments. We will pay the discounted
amount in one sum to the payee's estate unless otherwise provided.

PLAN 3--INCOME OF A DEFINITE ACCOUNT. This option provides periodic payments of
a definite amount to be paid. 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. This option provides for periodic payments of interest
earned from the proceeds left with us. Payments can be annual, semi-annual,
quarterly, or monthly. 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. This plan is not available under Qualified Policies.

<PAGE>

PLAN 5--JOINT LIFE AND SURVIVOR INCOME. This option provides for us to make
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 rate used in calculating income payments. We will pay the
discounted amount in one sum to the survivor's estate unless otherwise provided.

If the payee is not a natural person, our consent must be obtained before
selecting an Optional Payment Plan.

Before the Maturity Date, you may change:

o your Maturity Date;

o your optional payment plan;

o the allocation of your investment among the Investment Subdivisions;
and

o the Owner, Joint Owner, primary Beneficiary, contingent Beneficiary,
and contingent Annuitant upon written notice to the Variable Annuity
Service Center if you reserved this right and the Annuitant is living.

We must receive your request for a change in a form satisfactory to us. The
change will take effect as of the date you sign the request. The change will be
subject to any payment made before we recorded the change.

Fixed income payments will begin on the date we receive due proof of the
Annuitant's death, on surrender, or on the Policy's Maturity Date. Variable
income payments will begin within seven days after the date payments would begin
under the corresponding fixed option. Payments under Optional Payment Plan 4
(Interest Income) will begin at the end of the first interest period after the
date proceeds are otherwise payable.

VARIABLE INCOME PAYMENTS

We will determine your variable income payments using:

1. The maturity value;

2. The annuity tables contained in the Policy;

3. The optional payment plan selected; and

4. The investment performance of the Investment Subdivisions selected.

To determine the amount of payment, we make this calculation:

1. First, we determine the dollar amount of the first income payment;
then

2. we allocate that amount to the Investment Subdivisions according to
your instructions; then

3. we determine the number of Annuity Units for each Investment
Subdivision by dividing the amount allocated by the Annuity Unit Value
seven days before the income payment is due; and finally

4. we calculate the value of the Annuity Units for each Investment
Subdivision seven days before the income payment is due for each
income payment thereafter.

<PAGE>

To calculate your variable income payments, we need to make an assumption
regarding the investment performance of the Investment Subdivisions you select.
We call this your assumed investment rate. This rate is simply the total return,
after expenses, you need to earn to keep your variable income payments level. We
assume an effective annual rate of 3%. This means that if the annualized
investment performance, after expenses, of your Investment Subdivisions is less
than 3%, then the dollar amount of your variable income payment will decrease.
Conversely, if the annualized investment performance, after expenses, of your
Investment Subdivisions is greater than 3%, then the dollar amount of your
income payments will increase.

TRANSFERS AFTER THE MATURITY DATE

If we are making variable income payments, the payee may change the Investment
Subdivisions from which we are making the payments once each calendar year. The
transfer will be effective as of the end of the Valuation Period during which we
receive written request at our Variable Annuity Service Center. However, we
reserve the right to limit the number of transfers if necessary for the Policy
to continue to be treated as an annuity under the Code. We also reserve the
right to refuse to execute any transfer if any of the Investment Subdivisions
that would be affected by the transfer is unable to purchase or redeem shares of
the Fund in which the Investment Subdivision invests. If the number of Annuity
Units remaining in an Investment Subdivision after a transfer is less than 1, we
will transfer the remaining balance in addition to the amount requested for the
transfer.

We do not permit transfers between the Investment Subdivisions and the Guarantee
Account after the Maturity Date.

FEDERAL TAX MATTERS

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 does not address all of the Federal income tax
rules that may affect you and your Policy. This discussion also does not address
other Federal tax consequences, or state or local tax consequences, associated
with a Policy. As a result, you should always consult a tax adviser about the
application of tax rules to your individual situation.

TAXATION OF NON-QUALIFIED POLICIES

This part of the discussion describes some of the Federal income tax rules
applicable to Non-Qualified Policies. A Non-Qualified Policy is a Policy not
issued in connection with a qualified retirement plan receiving special tax
treatment under the Code, such as an individual retirement annuity or a section
401(k) plan.

TAX DEFERRAL ON EARNINGS. The Federal income tax law does not tax any increase
in an Owner's Account Value until there is a distribution from the Policy.
However, certain requirements must be satisfied in order for this general rule
to apply, including:

o An individual must own the Policy (or the tax law must treat the
Policy as owned by an individual);

<PAGE>

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

o The Owner's right to choose particular investments for a Policy
must be limited; and

o The Policy's Maturity Date must not occur near the end of the
Annuitant's life expectancy.

This part of the Prospectus discusses each of these requirements.

POLICIES NOT OWNED BY AN INDIVIDUAL--NO TAX DEFERRAL AND LOSS OF INTEREST
DEDUCTION: As a general rule, the Code does not treat a Policy that is owned by
an entity (rather than an individual) as an annuity contract for Federal income
tax purposes. The entity owning the Policy pays tax currently on the excess of
the Account Value over the premiums paid for the Policy. Policies issued to a
corporation or a trust are examples of Policies where the Owner pays current tax
on the Policy's earnings.

There are several exceptions to this rule. For example, the Code treats a Policy
as owned by an individual if the nominal owner is a trust or other entity that
holds the Policy as an agent for an individual. However, this exception does not
apply in the case of any employer that owns a Policy to provide deferred
compensation for its employees.

In the case of a Policy issued after June 8, 1997 to a taxpayer that is not an
individual, or a Policy held for the benefit of an entity, the entity will lose
its deduction for a portion of its otherwise deductible interest expenses. This
disallowance does not apply if the Owner pays tax on the annual increase in the
Account Value. Entities that are considering purchasing the Policy, or entities
that will benefit from someone else's ownership of a Policy, should consult a
tax advisor.

INVESTMENTS IN THE SEPARATE ACCOUNT MUST BE DIVERSIFIED: For a Policy to be
treated as an annuity contract for Federal income tax purposes, the investments
of a separate account such as the Separate Account must be "adequately
diversified." The IRS has issued regulations that prescribe standards for
determining whether the investments of the Separate Account are adequately
diversified. If the Separate Account fails to comply with these diversification
standards, the Owner 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 Funds (we only
indirectly control those of GE Investments Funds, Inc., through an affiliated
company), we expect that the Funds will comply with the IRS regulations so that
the Separate Account will be considered "adequately diversified."

RESTRICTIONS ON THE EXTENT TO WHICH AN OWNER CAN DIRECT THE INVESTMENT OF
ACCOUNT VALUES: Federal income tax law limits the Owner's 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,
an Owner's right to allocate Account Values among the portfolios may exceed
those limits. If so, the Owner would be treated as the owner of the assets of
the Separate Account and thus subject to current taxation on the income and
gains from those assets.

We do not know what limits the Treasury Department may set forth in any guidance
that the Treasury Department may issue or whether any such limits will apply to
existing Policies. We therefore reserve the right to modify the Policy without
the Owners' consent to attempt to prevent the tax law from considering the
Owners as the owners of the assets of the Separate Account.

<PAGE>

AGE AT WHICH ANNUITY PAYOUTS MUST BEGIN: Federal income tax rules do not
expressly identify a particular age by which annuity payouts must begin.
However, those rules do require that an annuity contract provide for
amortization, through annuity payouts, of the contract's premiums paid and
earnings. If annuity payouts under the Policy begin or are scheduled to begin on
a date past the Annuitant's 85th birthday, it is possible that the tax law will
not treat the Policy as an annuity contract for Federal income tax purposes. In
that event, the Owner would be currently taxable on the excess of the Account
Value over the premiums paid for the Policy.

NO GUARANTEES REGARDING TAX TREATMENT: We make 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 an
annuity 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.

WITHDRAWALS AND SURRENDERS. A withdrawal occurs when you receive less than the
total amount of the Policy's Surrender Value. In the case of a withdrawal, you
will pay tax on the amount you receive to the extent your Account Value before
the withdrawal exceeds your "investment in the contract." (This term is
explained below.) This income (and all other income from your Policy) is
ordinary income. The Code imposes a higher rate of tax on ordinary income than
it does on capital gains.

A surrender occurs when you receive the total amount of the Policy's Surrender
Value. In the case of a surrender, you will pay tax on the amount you receive to
the extent it exceeds your "investment in the contract."

Your "investment in the contract" generally equals the total of your premium
payments under the Policy, reduced by any amounts you previously received from
the Policy that you did not include in your income.

Your Policy imposes mortality charges relating to the Death Benefit, including
any elective ODB Rider. It is possible that all or a portion of these charges
could be treated as withdrawals from the Policy.

LOANS AND ASSIGNMENTS. With the exception of certain Qualified Policies, the
Code treats any amount received as a loan under a Policy, and any assignment or
pledge (or agreement to assign or pledge) any portion of your Account Value, as
a withdrawal of such amount or portion.

GIFTING A POLICY. If you transfer ownership of your Policy--without receiving a
payment equal to your Policy's value-- to a person other than your spouse (or to
your former spouse incident to divorce), you will pay tax on your Account Value
to the extent it exceeds your "investment in the contract." In such a case, the
new owner's "investment in the contract" will be increased to reflect the amount
included in your income.

SYSTEMATIC WITHDRAWALS. In the case of systematic withdrawals, the amount of
each withdrawal should be considered a distribution and taxed in the same manner
as a withdrawal from the Policy. However, there is some uncertainty regarding
the tax treatment of systematic withdrawals, and it is possible that additional
amounts could be included in income.

TAXATION OF ANNUITY PAYOUTS. The Code imposes tax on a portion of each annuity
payout (at ordinary income tax rates) and treats a portion as a nontaxable
return of your "investment in the contract." The Company will notify you
annually of the taxable amount of your annuity payout.

Pursuant to IRS regulations, you will pay tax on the full amount of your annuity
payouts once you have recovered the total amount of the "investment in the
contract." If annuity payouts cease because of the death of the Annuitant and
before the total amount of the investment in the contract has been recovered,
the unrecovered amount generally will be deductible.

<PAGE>

If proceeds are left with us (Optional Payment Plan 4), they are taxed in the
same manner as a surrender. The Owner must pay tax currently on the interest
credited on these proceeds. This treatment could also apply to Plan 3 if the
payee is at an advanced age, such as age 80 or older.

TAXATION OF DEATH BENEFITS. We may distribute amounts from your Policy because
of the death of an Owner, a Joint Owner, or an Annuitant. The tax treatment of
these amounts depends on whether the Owner, Joint Owner, or Annuitant dies
before or after the Policy's Maturity Date.

Prior to the Policy's Maturity Date:

o If received under an annuity payout option, death benefits are
taxed in the same manner as annuity payouts.

o If not received under an annuity payout option, death benefits are
taxed in the same manner as a withdrawal.

After the Policy's Maturity Date:

o If received in accordance with the existing annuity payout option,
death benefits are excludible from income to the extent that they
do not exceed the unrecovered "investment in the contract." All
annuity payouts in excess of the unrecovered "investment in the
contract" are includible in income.

o If received in a lump sum, the tax law imposes tax on death
benefits to the extent that they exceed the unrecovered
"investment in the contract" at that time.

PENALTY TAXES PAYABLE ON WITHDRAWALS, SURRENDERS, OR ANNUITY PAYOUTS. The Code
may impose a penalty tax equal to 10% of the amount of any payment from your
Policy that is included in your gross income. The Code does not impose the 10%
penalty tax if one of several exceptions applies. These exceptions include
withdrawals, surrenders, or annuity payouts that:

o you receive on or after you reach age 59 1/2,

o you receive because you became disabled (as defined in the tax
law),

o a beneficiary receives on or after the death of the Owner, or

o you receive as a series of substantially equal periodic
payments for the life (or life expectancy) of the Owner.

It is uncertain whether systematic withdrawals will qualify for this last
exception. If they did, any modification of the systematic withdrawals could
result in certain adverse tax consequences. In addition, a transfer between
Investment Subdivisions may result in payments not qualifying for this
exception.

SPECIAL RULES IF YOU OWN MORE THAN ONE POLICY. In certain circumstances, you
must combine some or all of the Non-Qualified Policies you own in order to
determine the amount of an annuity payout, a surrender, or a withdrawal that you
must include in income. For example:

o If you purchase a Policy offered by this Prospectus and also
purchase at approximately the same time an immediate annuity,
the IRS may treat the two contracts as one contract.

<PAGE>

o If you purchase two or more deferred annuity contracts from the
same life insurance company (or its affiliates) during any
calendar year, the Code treats all such contracts as one
contract.

o The effects of such aggregation are not clear. However, it
could affect:

o the amount of a surrender, a withdrawal or an annuity payout
that you must include in income, and

o the amount that might be subject to the penalty tax described
above.

QUALIFIED RETIREMENT PLANS

We also designed the Policies for use in connection with certain types of
retirement plans that receive favorable treatment under the Code. Policies
issued to or in connection with a qualified retirement plan are called
"Qualified Policies." We do not currently offer all of the types of Qualified
Policies described, and may not offer them in the future. Prospective purchasers
should contact our Variable Annuity Service Center to learn the availability of
Qualified Policies at any given time.

The Federal income tax rules applicable to qualified plans are complex and
varied. As a result, this Prospectus makes no attempt to provide more than
general information about use of the Policy with the various types of qualified
plans. Persons intending to use the Policy in connection with a qualified plan
should obtain advice from a competent advisor.

TYPES OF QUALIFIED POLICIES. Some of the different types of Qualified Policies
include:

o Individual Retirement Accounts and Annuities ("Traditional IRAs")

o Roth IRAs

o Simplified Employee Pensions ("SEP's")

o Savings Incentive Matched Plan for Employees ("SIMPLE plans")

o Public school system and tax-exempt organization annuity plans
("403(b) plans")

o Qualified corporate employee pension and profit-sharing plans
("401(a) plans") and qualified annuity plans ("403(a) plans")

o Self-employed individual plans ("H.R. 10 plans" or "Keogh Plans")

o Deferred compensation plans of state and local governments and
tax-exempt organizations ("457 plans")

TERMS OF QUALIFIED PLANS AND QUALIFIED POLICIES. The terms of a qualified plan
may affect your rights under a Qualified Policy. When issued in connection with
a qualified plan, we will amend a Policy as generally necessary to conform to
the requirements of the type of plan. However, the rights of any person to any
benefits under qualified plans may be subject to the terms and conditions of the
plans themselves, regardless of the terms and conditions of the Policy. In
addition, we are not bound by the terms and conditions of qualified plans to the
extent such terms and conditions contradict the Policy, unless we consent.

<PAGE>

THE DEATH BENEFIT AND QUALIFIED POLICIES. Pursuant to IRS regulations, IRAs may
not invest in life insurance contracts. We do not believe that these regulations
prohibit the Death Benefit, including that provided by the ODB Rider, from being
provided under the Policies when we issue the Policies as Traditional IRAs or
Roth IRAs. However, the law is unclear and it is possible that the presence of
the Death Benefit under a Policy issued as a Traditional or Roth IRA could
result in increased taxes to the Owner.

It is also possible that the Death Benefit could be characterized as an
incidental death benefit. If the Death Benefit were so characterized, this could
result in currently taxable income to purchasers. In addition, there are
limitations on the amount of incidental death benefits that may be provided
under qualified plans, such as in connection with a 403(b) plan. Even if the
Death Benefit under the Policy were characterized as an incidental death
benefit, it is unlikely to violate those limits unless the purchaser also
purchases a life insurance contract in connection with such plan.

TREATMENT OF QUALIFIED POLICIES COMPARED WITH NON-QUALIFIED POLICIES. Although
some of the Federal income tax rules are the same for both Qualified and
Non-Qualified Policies, many of the rules are different. For example:

o The Code generally does not impose tax on the earnings under
either Qualified or Non-Qualified Policies until received.

o The Code does not limit the amount of premium payments and the
time at which premium payments can be made under Non-Qualified
Policies. However, the Code does limit both the amount and
frequency of premium payments made to Qualified Policies.

o The Code does not allow a deduction for premium payments made for
Non-Qualified Policies, but sometimes allows a deduction or
exclusion from income for premium payments made to a Qualified
Policy.

The Federal income tax rules applicable to qualified plans and Qualified
Policies vary with the type of plan and Policy. For example:

o Federal tax rules limit the amount of premium payments that can be
made, and the tax deduction or exclusion that may be allowed for
the premium payments. These limits vary depending on the type of
qualified plan and the circumstances of the plan participant,
e.g., the participant's compensation.

o Undermost qualified plans, e.g., 403(b) plans and Traditional
IRAs, the Owner must begin receiving payments from the Policy in
certain minimum amounts by a certain age, typically age 70 1/2.
However, these "minimum distribution rules" do not apply to a Roth
IRA.

o Loans are allowed in connection with certain types of qualified
plans, but Federal income tax rules prohibit loans under other
types of qualified plans. For example, Federal income tax rules
permit loans under some section 403(b) plans, but prohibit loans
under Traditional and Roth IRAs. If allowed, loans are subject to
a variety of limitations, including restrictions as to the amount
of the loan, the duration of the loan, and the manner in which the
loan must be repaid.

AMOUNTS RECEIVED UNDER QUALIFIED POLICIES. AMOUNTS ARE GENERALLY SUBJECT TO
INCOME TAX: Federal income tax rules generally include distributions from a
Qualified Policy in your income as ordinary income. Premium payments that are
deductible or excludible from income do not create "investment in the contract."
Thus, under many Qualified Policies there will be no "investment in the
contract" and you include the total amount you receive in your income. There are
exceptions. For example, you do not include amounts received from a Roth IRA if
certain conditions are satisfied.

<PAGE>

ADDITIONAL FEDERAL TAXES MAY BE PAYABLE IN CONNECTION WITH A QUALIFIED POLICY:
For example, failure to comply with the minimum distribution rules applicable to
certain qualified plans, such as Traditional IRAs, will result in the imposition
of an excise tax. This excise tax generally equals 50% of the amount by which a
minimum required distribution exceeds the actual distribution from the qualified
plan.

FEDERAL PENALTY TAXES PAYABLE ON DISTRIBUTIONS: The Code may impose a penalty
tax equal to 10% of the amount of any payment from your Qualified Policy that is
includible in your income. The Code does not impose the penalty tax if one of
several exceptions apply. The exceptions vary depending on the type of Qualified
Policy you purchase. For example, in the case of an IRA, exceptions provide that
the penalty tax does not apply to a withdrawal, surrender, or annuity payout:

o received on or after the Owner reaches age 59 1/2,

o received on or after the Owner's death or because of the Owner's
disability (as defined in the tax law),

o received as a series of substantially equal periodic payments
for the life (or life expectancy) of the Owner, or

o received as reimbursement for certain amounts paid for medical
care.

These exceptions, as well as certain others not described here, generally apply
to taxable distributions from other qualified plans. However, the specific
requirements of the exception may vary.

MOVING MONEY FROM ONE QUALIFIED POLICY OR QUALIFIED PLAN TO ANOTHER. ROLLOVERS
AND TRANSFERS: In many circumstances you may move money between Qualified
Policies and qualified plans by means of a rollover or a transfer. Special rules
apply to such rollovers and transfers. If you do not follow the applicable
rules, you may suffer adverse federal income tax consequences, including paying
taxes which you might not otherwise have had to pay. You should always consult a
qualified advisor before you move or attempt to move funds between any Qualified
Policy or plan and another Qualified Policy or plan.

DIRECT ROLLOVERS: The direct rollover rules apply to certain payments (called
"eligible rollover distributions") from section 401(a) plans, section 403(a) or
(b) plans, HR 10 plans, and Policies used in connection with these types of
plans. (The direct rollover rules do not apply to distributions from IRAs or
section 457 plans). The direct rollover rules require federal income tax equal
to 20% of the eligible rollover distribution to be withheld from the amount of
the distribution, unless the Owner elects to have the amount directly
transferred to certain Qualified Policies or plans.

Prior to receiving an eligible rollover distribution from the Company, we will
provide you with a notice explaining these requirements and how you can avoid
20% withholding by electing a direct rollover.

FEDERAL INCOME TAX WITHHOLDING

We will withhold and remit to the IRS a part of the taxable portion of each
distribution made under a Policy unless the distributee notifies us at or before
the time of the distribution that he or she elects not to have any amounts
withheld. In certain circumstances, federal income tax rules may require us to
withhold tax. At the time you request a withdrawal, surrender, or annuity
payout, we will send you forms that explain the withholding requirements.

<PAGE>

TAX STATUS OF THE COMPANY

Under existing federal income tax laws, we do not pay tax on investment income
and realized capital gains of the Separate Account. We do not anticipate that we
will incur any federal income tax liability on the income and gains earned by
the Separate Account. The Company, therefore, does not impose a charge for
federal income taxes. If federal income tax law changes and we must pay tax on
some or all of the income and gains earned by the Separate Account, we may
impose a charge against the Separate Account to pay the taxes.

CHANGES IN THE LAW

This discussion is based on the Code, IRS regulations, and interpretations
existing on the date of this Prospectus. Congress, the IRS, and the courts may
modify these authorities, however, sometimes retroactively.

VOTING RIGHTS

As required by law, we will vote the portfolio shares held in the Separate
Account at meetings of the shareholders of the Funds. The voting will be done
according to the instructions of Owners who have interests in any Investment
Subdivisions which invest in the portfolios of the Funds. If the 1940 Act or any
regulation under it should be amended, and if as a result we determine that we
are permitted to vote the portfolios' shares in our own right, we may elect to
do so.

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

We will vote portfolio shares of a class held in an Investment Subdivision for
which we received no timely instructions in proportion to the voting
instructions which we received for all Policies participating in that Investment
Subdivision. 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.

Whenever a Fund calls a shareholders meeting, each person having a voting
interest in an Investment Subdivision will receive proxy voting material,
reports and other materials relating to the portfolio. Since each portfolio may
engage in shared funding, other persons or entities besides the Company may vote
portfolio shares. SEE Separate Account Investment Subdivisions.

REQUESTING PAYMENTS

To request a payment, you must provide us with notice in a form satisfactory to
us. We will ordinarily pay any Death Benefit, partial surrenders, or surrender
proceeds within seven days after receipt at our Variable Annuity Service Center
of all the requirements for such a payment. We will determine the amount as of
the date our Variable Annuity Service Center receives all such requirements.

<PAGE>

We may delay making a payment, applying Account Value to a payment plan, or
processing a transfer request if: (1) the disposal or valuation of the Separate
Account's 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 (2) the
SEC, by order, permits postponement of payment to protect our Owners. We also
may defer making payments attributable to a check that has not cleared (which
may take up to 15 days), and we may defer payment of proceeds from the Guarantee
Account for a withdrawal, surrender, or transfer request for up to six months
from the date we receive the request. The amount deferred will earn interest at
a rate and for a time period not less than the minimum required in the
jurisdiction in which we issued the Policy.

DISTRIBUTION OF THE POLICIES

DISTRIBUTOR

Capital Brokerage Corporation (doing business in Indiana, Minnesota, New Mexico,
and Texas as GE Capital Brokerage Corporation) ("Capital Brokerage") is the
distributor and principal underwriter of the Policies. Capital Brokerage, a
Washington corporation and an affiliate of ours, is located at 6630 W. Broad
St., Richmond, Virginia 23230. Properly licensed registered representatives of
independent broker-dealers will sell the Policies. These broker-dealers have
selling agreements with Capital Brokerage and have been licensed by the New York
state insurance department to represent us. Properly licensed registered
representatives of Capital Brokerage will also sell the Policies. Capital
Brokerage is registered with the SEC under the Securities Exchange Act of 1934
as a broker-dealer and is a member of the National Association of Securities
Dealers, Inc. ("NASD").

COMMISSIONS

Our writing agents will receive commissions based on a commission schedule and
rules. The agents will receive a maximum commission of 3% of the initial premium
payment and any additional premium payment.

Agents may also be eligible to receive certain bonuses and allowances, as well
as retirement plan credits, based on commissions earned. Our field management
receives compensation which we may base in part on the level of agent
commissions in their management units. Broker-dealers and their registered
agents will receive first-year and subsequent year commissions equivalent to the
total commissions and benefits received by our field management and writing
agents. We do not deduct these commissions from premium payments or Account
Value; we pay these commissions.

ADDITIONAL INFORMATION

OWNER QUESTIONS

The obligations to Owners under the Policies are ours. Please direct your
questions and concerns to us at our Variable Annuity Service Center.

RETURN PRIVILEGE

Within 10 days after you receive the Policy, you may cancel it for any reason by
delivering or mailing it postage prepaid, to our Variable Annuity Service
Center. If you cancel your Policy, it will be void. The amount of the refund you
receive will equal the Account Value on the date we receive the Policy plus any
amount deducted from Premium Payments, but without reduction for any surrender
charge. You may not make partial surrenders or transfers during the free look
period.

STATE REGULATION

As a life insurance company organized and operated under the laws of the State
of New York, we are subject to provisions governing life insurers and to
regulation by the New York Commissioner of Insurance.

Our books and accounts are subject to review and examination by the State
Corporation Commission of the State of New York at all times. That Commission
conducts a full examination of our operations at least every five years.

<PAGE>

EVIDENCE OF DEATH, AGE, GENDER OR SURVIVAL

We may require proof of the age, gender or survival of any person or persons
before acting on any applicable Policy provision.

RECORDS AND REPORTS

As presently required by the 1940 Act and applicable regulations, we are
responsible for maintaining all records and accounts relating to the Separate
Account. At least once each year, we will send you a report showing information
about your Policy for the period covered by the report. The report will show the
Account Value in each Investment Subdivision. The report also will show premium
payments and charges made during the statement period. We also will send you an
annual and a semi-annual report for each portfolio underlying an Investment
Subdivision to which you have allocated Account Value, as required by the 1940
Act. In addition, when you make premium payments, transfers, or partial
surrenders, you will receive a written confirmation of these transactions.

OTHER INFORMATION

A Registration Statement has been filed 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.

YEAR 2000 READINESS DISCLOSURE

Like all financial services providers, we utilize computer systems that may be
affected by Year 2000 date data processing issues and we also rely on service
providers, including banks, custodians, administrators, and investment managers
that also may be affected. We are engaged in a process to evaluate and develop
plans to have our computer systems and critical applications ready to process
Year 2000 date data. We also are confirming that our service providers are also
so engaged. The resources that are being devoted to this effort are substantial.
Further, we anticipate that, together with our affiliates, we will spend
approximately $2 million to $5 million dollars on this conversion. Remedial
actions include inventorying our computer systems, applications and interfaces,
assessing the impact of Year 2000 date data on them, developing a range of
solutions specific to particular situations and implementing appropriate
solutions. Some systems, applications and interfaces will be replaced or
upgraded to new software or new releases or existing software which are Year
2000 ready. It is difficult to predict with precision whether the amount of
resources ultimately devoted, or the outcome of these efforts, will have any
negative impact on us and the Separate Account. However, as of the date of this
Prospectus, we do not anticipate that Owners will experience negative effects on
their investment, or on the services provided in connection therewith, as a
result of Year 2000 transition implementation. Our target dates for completion
of these activities depend upon the particular situation. Our goal is to be
substantially Year 2000 ready for critical applications on or about mid-1999,
but there can be no assurance that we will be successful, or that interaction
with other service providers will not impair our services at that time.

<PAGE>

If we are not successful in our Year 2000 transition or implementation, or if
interaction with other service providers is impaired, it is possible that we
could encounter difficulty and/or delays in calculating unit values, redeeming
shares, delivering account statements and providing other information,
communication and servicing to our policy owners. In light of our current
efforts to address this issue we do not consider the likelihood of such
occurrences to be very high.

LEGAL MATTERS

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, the Company believes that at the
present time there are no pending or threatened lawsuits that are reasonably
likely to have a material adverse impact on it or the Separate Account.

CONDENSED FINANCIAL INFORMATION

The Accumulation Unit Values and the number of accumulation units outstanding
for each Investment Subdivision for the periods shown are as follows:

This information will be filed in a subsequent post-effective amendment.
<TABLE>
<CAPTION>

Accumulation Accumulation No. of Accumulation Accumulation No. of
Unit Values Unit Values Units Unit Values Unit Values Units
as of as of as of as of as of as of
Funds
<S> <C> <C> <C> <C> <C> <C>
Variable Insurance Products Fund
Equity-Income.....................
Growth ...........................
Overseas..........................
Variable Insurance Products Fund II
Asset Manager.....................
Contrafund .......................
Variable Insurance Products Fund III
Growth and Income + ..............
Growth Opportunities + ...........
GE Investments Funds, Inc.
Money Market .....................
Government Securities + ..........
S&P 500 Index ....................
Total Return .....................
International Equity .............
Real Estate Securities ...........
Global Income + ..................
Value Equity + ...................
Income + .........................
U.S. Equity + ....................
Oppenheimer Variable Account Funds
High Income ......................
Bond .............................
Aggressive Growth ................
Growth ...........................
Multiple Strategies ..............
Janus Aspen Series
Growth............................
Aggressive Growth ................
Worldwide Growth .................
International Growth+ ............
Balanced .........................
Flexible Income ..................
Capital Appreciation+ ............
Federated Insurance Series
Federated Utility II .............
Federated High Income Bond II ....
Federated American Leaders II+ ...
The Alger American Fund
Alger American Growth.............
Alger American Small Capitalization

Variable Insurance Products Fund
Equity-Income.....................
Growth ...........................
Overseas..........................
Variable Insurance Products Fund II
Asset Manager.....................
Contrafund .......................
Variable Insurance Products Fund III
Growth and Income + ..............
Growth Opportunities + ...........
GE Investments Funds, Inc.
Money Market .....................
Government Securities + ..........
S&P 500 Index ....................
Total Return .....................
International Equity .............
Real Estate Securities ...........
Global Income + ..................
Value Equity + ...................
Income + .........................
U.S. Equity + ....................
Oppenheimer Variable Account Funds
High Income ......................
Bond .............................
Aggressive Growth ................
Growth ...........................
Multiple Strategies ..............
Janus Aspen Series
Growth............................
Aggressive Growth ................
Worldwide Growth .................
International Growth+ ............
Balanced .........................
Flexible Income ..................
Capital Appreciation+ ............
Federated Insurance Series
Federated Utility II .............
Federated High Income Bond II ....
Federated American Leaders II+ ...
The Alger American Fund
Alger American Growth.............
Alger American Small Capitalization

PBHG Insurance Series Fund, Inc.
Growth II+ .......................
Large Cap Growth+ ................
Goldman Sachs Variable Insurance Trust
Growth and Income+ ...............
Mid Cap Equity+ ..................
Salomon Brothers Variable Series Fund
Investors Fund+ ..................
Total Return Fund+ ...............
Strategic Bond Fund+ .............
</TABLE>
- --------------
+ We do not show unit values for the Investment Subdivisions investing in these
portfolios, as they were not available to the Separate Account Owners during the
periods shown.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

Page
The Policies..........................................................
Transfer of Annuity Units.............................................
Net Investment Factor.................................................
Termination of Participation Agreements...............................
Calculation of Performance Data.......................................
Money Market Investment Subdivisions..................................
Other Investment Subdivisions.........................................
Federal Tax Matters...................................................
Taxation of GE Capital Life...........................................
IRS Required Distributions............................................
General Provisions....................................................
Using the Policies as Collateral......................................
Non-Participating.....................................................
Misstatement of Age or Sex............................................
Incontestability......................................................
Statement of Values...................................................
Written Notice........................................................
Legal Developments Regarding Employment-Related Benefit Plans.........
Legal Matters.........................................................
Experts...............................................................
Change in Auditors....................................................
Financial Statements..................................................

A Statement of Additional Information containing more detailed information about
the Policy and the Separate Account is available free by writing us at our
Variable Annuity Service Center or by calling (800) 313-5282.

<PAGE>

PART B

GE LIFE SEPARATE ACCOUNT II

Statement of Additional Information
For the
Flexible Premium Deferred Variable Annuity Policy
Form P1066 6/97

Offered by
GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
125 PARK AVENUE, 6TH FLOOR
NEW YORK, NEW YORK 10017-5529
(914) 253-8822

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

This Statement of Additional Information expands upon subjects discussed in the
current Prospectus for the above-named Flexible Premium Variable Deferred
Annuity Policy ("Policy") offered by GE Capital Life Assurance Company of New
York ("the Company", "we", "us", or "our"). You may obtain a copy of the
Prospectus dated __________, 1999 by us at our Variable Annuity Service Center
at the address or telephone number listed above. Terms used in the current
Prospectus for the Policy are incorporated in this Statement.

This Statement of Additional Information is not a Prospectus and should be read
only in conjunction with the Prospectuses for the Policy and the Funds.

Dated __________, 1999

<PAGE>

Statement of Additional Information
Table of Contents

Page

The Policies
Transfer of Annuity Units.
Net Investment Factor.

Termination of Participation Agreements.

Calculation of Performance Data.
Money Market Investment Subdivisions
Other Investment Subdivisions.

Federal Tax Matters.
Taxation of GE Capital Life
IRS Required Distributions

General Provisions
Using the Policies as Collateral
Non-Participating.
Misstatement of Age or Sex
Incontestability
Statement of Values.
Written Notice

Legal Developments Regarding Employment-Related Benefit Plans.

Legal Matters.

Experts.

Change in Auditors

Financial Statements

<PAGE>

THE POLICIES

TRANSFER OF ANNUITY UNITS
At your request, Annuity Units may be transferred once per calendar year from
the Investment Subdivisions in which they are currently held. However, where
permitted by state law, we reserve the right to refuse to execute any transfer
if any of the Investment Subdivisions that would be affected by the transfer are
unable to purchase or redeem shares of the mutual funds in which the Investment
Subdivisions invest. The number of Annuity Units to be transferred is (a) times
(b) divided by (c) where: (a) is the number of Annuity Units in the current
Investment Subdivision desired to be transferred; (b) is the Annuity Unit Value
for the Investment Subdivision in which the Annuity Units are currently held;
and (c) is the Annuity Unit Value for the Investment Subdivision to which the
transfer is made.

If the number of Annuity Units remaining in an Investment Subdivision after the
transfer is less than 1, we will transfer the amount remaining in addition to
the amount requested. We will not transfer into any Investment Subdivision
unless the number of Annuity Units of that Investment Subdivision after the
transfer is at least 1. The amount of the income payment as of the date of the
transfer will not be affected by the transfer (however, subsequent variable
income payments will reflect the investment experience of the selected
Investment Subdivisions).

Net Investment Factor

The net investment factor measures investment performance of the Investment
Subdivisions of the Separate Account during a Valuation Period. Each Investment
Subdivision has its own net investment factor for a Valuation Period. The net
investment factor of an Investment Subdivision available under the Policy for a
Valuation Period is (a) divided by (b) minus (c) where:

(a) is (1) the value of the net assets of that Investment Subdivision
at the end of the preceding Valuation Period, plus (2) the
investment income and capital gains, realized or unrealized,
credited to the net assets of that Investment Subdivision during
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 that Investment Subdivision for
taxes, or any amount we set aside during the Valuation Period as a
provision for taxes attributable to the operation or maintenance
of that Investment Subdivision; and

(b) is the value of the net assets of that Investment Subdivision at
the end of the preceding Valuation Period; and

(c) is a charge no greater than .003857% for each day in the Valuation
Period. This corresponds to 1.25% and .15% per year of the net
assets of that Investment Subdivision for mortality and expense
risks, and for administrative expenses, respectively.

The value of the assets in the Separate Account will be taken at their fair
market value in accordance with generally accepted accounting practices and
applicable laws and regulations.

TERMINATION OF PARTICIPATION AGREEMENTS

The participation agreements pursuant to which the Funds sell their shares to
the Separate Account contain varying provisions regarding termination. The
following summarizes these provisions:

JANUS ASPEN SERIES. This agreement may be terminated by the parties on
six month advance written notice.

VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II AND
VARIABLE INSURANCE PRODUCTS FUND III. ("the Fund") These agreements
provide for termination (1) on one year's advance notice by either party,
(2) at the Company's option if shares of the Fund are not reasonably
available to meet requirements of the policies, (3) at the option of
either party if certain enforcement proceedings are instituted against the
other, (4) upon vote of the policyowners to substitute shares of another
mutual fund, (5) at the Company's option if shares of the Fund are not
registered, issued, or sold in accordance with applicable laws or if the
Fund ceases to qualify as a regulated investment company under the Code,
(6) at the option of the Fund or its principal underwriter if it
determines that the Company has suffered material adverse changes in its
business or financial condition or is the subject of material adverse
publicity, (7) at the option of the Company if the Fund has suffered
material adverse changes in its business or financial condition or is the
subject of material adverse publicity, or (8) at the option of the Fund or
its principal underwriter if the Company decides to make another mutual
fund available as a funding vehicle for its policies.

<PAGE>

GE INVESTMENTS FUNDS, INC. This agreement may be terminated at the option
of any party upon six months' written notice to the other parties, unless
a shorter time is agreed to by the parties.

OPPENHEIMER VARIABLE ACCOUNT FUNDS. This agreement may be terminated by
the parties on six months' advance written notice.

FEDERATED INSURANCE SERIES. This agreement may be terminated by any of the
parties on 180 days written notice to the other parties.

THE ALGER AMERICAN FUND. This agreement may be terminated at the option of
any party upon six months' written notice to the other parties, unless a
shorter time is agreed to by the parties.

PBHG INSURANCE SERIES FUND, INC. This agreement may be terminated at the
option of any party upon six months' written notice to the other parties,
unless a shorter time is agreed to by the parties.

GOLDMAN SACHS VARIABLE INSURANCE TRUST. This agreement may be terminated
at the option of any party upon six months' written notice to the other
parties, unless a shorter time is agreed to by the parties.

SALOMON BROTHERS VARIABLE SERIES FUNDS INC.. This agreement may be
terminated at the option of any party upon six months' advance written
notice to the other parties, unless a shorter time is agreed to by the
parties.

CALCULATION OF PERFORMANCE DATA

From time to time, we may disclose total return, yield, and other performance
data for the Investment Subdivisions pertaining to the Policies. Such
performance data will be computed, or accompanied by performance data computed,
in accordance with the standards defined by the Securities and Exchange
Commission.

"MONEY MARKET" INVESTMENT SUBDIVISIONS
From time to time, advertisements and sales literature may quote the yield of
one or more of the "money market" Investment Subdivisions for a seven-day
period, in a manner which does not take into consideration any realized or
unrealized gains or losses on shares of the corresponding money market
investment portfolio or on its portfolio securities. This current annualized
yield is computed by determining the net change (exclusive of realized gains and
losses on the sale of securities and unrealized appreciation and depreciation
and income other than investment income) at the end of the seven-day period in
the value of a hypothetical account under a Policy having a balance of one unit
in that "money market" Investment Subdivision at the beginning of the period,
dividing such net change in account value by the value of the account at the
beginning of the period to determine the base period return, and annualizing the
result on a 365-day basis. The net change in account value reflects: 1) net
income from the investment portfolio attributable to the hypothetical account;
and 2) charges and deductions imposed under the Policy which are attributable to
the hypothetical account. The charges and deductions include the per unit
charges for the policy maintenance charge, administrative expense charge, and
the mortality and expense risk charge. For purposes of calculating current
yields for a Policy, an average per unit policy maintenance charge is used.
Current Yield will be calculated according to the following formula:

Current Yield = ((NCP - ES)/UV) X (365/7)

where:

<PAGE>

NCP = the net change in the value of the investment portfolio (exclusive of
realized gains or losses on the sale of securities and unrealized appreciation
and depreciation and income other than investment income) for the seven-day
period attributable to a hypothetical account having a balance of one Investment
Subdivision unit.

ES = per unit expenses of the hypothetical account for the seven-day period.

UV = the unit value on the first day of the seven-day period.

The effective yield of a "money market" Investment Subdivision determined on a
compounded basis for the same seven-day period may also be quoted. The effective
yield is calculated by compounding the base period return according to the
following formula:

Effective Yield = (1 + ((NCP - ES)/UV))365/7 - 1

where:

ES = per unit expenses of the hypothetical account for the seven-day period.

UV = the unit value for the first day of the seven-day period.

The yield on amounts held in a "money market" Investment Subdivision normally
will fluctuate on a daily basis. Therefore, the disclosed yield for any given
past period is not an indication or representation of future yields or rates of
return. A "money market" Investment Subdivision's actual yield is affected by
changes in interest rates on money market securities, average portfolio maturity
of the Investment Subdivision's corresponding money market investment portfolio,
the types and quality of portfolio securities held by that investment portfolio,
and that investment portfolio's operating expenses. Because of the charges and
deductions imposed under the Policy, the yield for a "money market" Investment
Subdivision will be lower than the yield for its corresponding "money market"
investment portfolio.

Yield calculations do not take into account the surrender charge under the
Policy, a maximum of 6% of each Premium Payment made during the six years prior
to a full or partial surrender, or charges for the Optional Death Benefit Rider.

OTHER INVESTMENT SUBDIVISIONS
TOTAL RETURN. Sales literature or advertisements may quote total return,
including average annual total return for one or more of the Investment
Subdivisions for various periods of time including 1 year, 5 years and 10 years,
or from inception if any of those periods are not available.

Average annual total return for a period represents the average annual
compounded rate of return that would equate an initial investment of $1,000
under a Policy to the redemption value of that investment as of the last day of
the period. The ending date for each period for which total return quotations
are provided will be for the most recent practicable, considering the type and
media of the communication, and will be stated in the communication.

Average annual total return will be calculated using Investment Subdivision unit
values and deductions for the policy maintenance charge, optional death benefit
charge and the surrender charge as described below:

1. We calculate unit value for each Valuation Period based on the
performance of the Investment Subdivision's underlying investment
portfolio (after deductions for Fund expenses, the administrative
expense charge, and the mortality and expense risk charge).

2. The policy maintenance charge is $25 per year, deducted at the beginning
of each Policy Year after the first. For purposes of calculating average
annual total return, an average policy maintenance charge (currently
0.1% of account value attributable to the hypothetical investment) is
used. This charge will be waived if the Account Value is more than
$75,000 at the time the charge is due.

<PAGE>

3. The surrender charge will be determined by assuming a surrender of the
Policy at the end of the period. Average annual total return for periods
of six years or less will therefore reflect the deduction of a surrender
charge.

4. Total return does not consider the elective ODB charges.

5. Total return will then be calculated according to the following formula:

TR = (ERV/P)1/N - 1

where:

TR = the average annual total return for the period.

ERV = the ending redeemable value (reflecting deductions as described above) of
the hypothetical investment at the end of the period.

P = a hypothetical single investment of $1,000.

N = the duration of the period (in years).

Total Return for the available Investment Subdivisions is as follows:

For the For the For the For the Date of Date of
1-year period 3-year period 5-year period 10-year period Subaccount Fund
ended ended ended ended Inception Inception

Subdivision
BALANCED
Janus Aspen Balanced Portfolio 09/13/93
VIP II Asset Manager Portfolio 09/06/89
Salomon Brothers Total Return Fund N/A
GE Investments Total Return Fund 07/01/85
Oppenheimer Multiple Strategies Fund 02/09/87
GROWTH
Janus Aspen Growth Portfolio 09/13/93
Janus Aspen Capital Appreciation Portfolio 05/01/97
Alger American Growth Portfolio 01/09/89
VIP II Contrafund Portfolio 01/03/95
VIP Growth Portfolio 10/09/86
Oppenheimer Growth Fund 04/03/85
VIP III Growth Opportunities Portfolio 01/03/95
Goldman Sachs Mid Cap Equity Fund N/A
GE Investments Value Equity Fund 05/01/97
PBHG Growth II Portfolio 05/01/97
PBHG Large Cap Growth Portfolio 05/01/97
INTERNATIONAL STOCK
Janus Aspen International Growth Portfolio 05/02/94
VIP Overseas Portfolio 01/28/87
GE Investments International Equity Fund 05/01/95
High Yield Bond Fund
Oppenheimer High Income Fund 04/30/86
Federated High Income Bond Fund II 03/01/94
Diversified Bond
Janus Aspen Flexible Income Portfolio 09/13/93
AGGRESSIVE GROWTH
Janus Aspen Aggressive Growth Portfolio 09/13/93
Oppenheimer Aggressive Growth Fund 08/15/86
Alger American Small Capitalization Portfolio 09/21/88
GROWTH & INCOME
Federated American Leaders Fund II 02/10/94
GE Investments US Equity Fund 01/02/95
Goldman Sachs Growth & Income Fund N/A
Salomon Brothers Investors Fund N/A
VIP Equity-Income Portfolio 10/09/86
VIP III Growth & Income Portfolio 12/31/96
GE Investments S&P 500 Index Fund 04/14/85
CORPORATE BOND
Oppenheimer Bond Fund 04/03/85
Salomon Brothers Strategic Bond Fund N/A
GE Investments Income Fund 01/02/95
SPECIALTY
Federated Utility Fund II 02/10/94
GE Investments Real Estate Securities Fund 05/01/95
GLOBAL STOCK
Janus Aspen Worldwide Growth Portfolio 09/13/93
INTERNATIONAL BOND
GE Global Income Fund 05/01/97
MONEY MARKET
GE Investments Money Market Fund 06/30/85

</TABLE>

++ Returns for periods of less than one year are not annualized.

Past performance is not a guarantee of future results.

The Funds have provided the price information used to calculate the total return
of the Investment Subdivisions. While we have no reason to doubt the accuracy of
the figures provided by the Funds, we have not independently verified such
information.

OTHER PERFORMANCE DATA
We may disclose cumulative total return in conjunction with the standard format
described above. The cumulative total return will be calculated using the
following formula:

CTR = (ERV/P) - 1

where:

CTR = the cumulative total return for the period.

ERV = the ending redeemable value (reflecting deductions as described
above) of the hypothetical investment at the end of the period.

P = a hypothetical single investment of $1,000.

Sales literature may also quote cumulative and/or average annual total return
that does not reflect the surrender charge. This is calculated in exactly the
same way as average annual total return, except that the ending redeemable value
of the hypothetical investment is replaced with an ending value for the period
that does not take into account any charges on withdrawn amounts.

Other non-standard quotations of Investment Subdivision performance may also be
used in sales literature. Such quotations will be accompanied by a description
of how they were calculated.

<PAGE>

FEDERAL TAX MATTERS

TAXATION OF GE CAPITAL LIFE
We do not expect to incur any federal income tax liability attributable to
investment income or capital gains retained as part of the reserves under the
Policies. (See Federal Tax Matters section of the Prospectus.) Based upon these
expectations, no charge is being made currently to the Separate Account for
federal income taxes which may be attributable to the Account. We will
periodically review the question of a charge to the Separate Account for federal
income taxes related to the Account. Such a charge may be made in future years
if we believe that we may incur federal income taxes. This might become
necessary if the tax treatment of the Company is ultimately determined to be
other than what we currently believe it to be, if there are changes made in the
federal income tax treatment of annuities at the corporate level, or if there is
a change in our tax status. In the event that we should incur federal income
taxes attributable to investment income or capital gains retained as part of the
reserves under the Policies, the Account Value would be correspondingly adjusted
by any provision or charge for such taxes.

We may also incur state and local taxes (including premium taxes). At present,
these taxes, are not significant. If there is a material change in applicable
state or local tax laws causing an increase in taxes (including premium taxes),
charges for such taxes attributable to Separate Account may be made.

IRS REQUIRED DISTRIBUTIONS

In order to be treated as an annuity contract for federal income tax purposes,
section 72(s) of the Code requires any Non-Qualified Policy to provide that (a)
if any Owner dies on or after the Maturity Date but prior to the time the entire
interest in the Policy has been distributed, the remaining portion of such
interest will be distributed at least as rapidly as under the method of
distribution being used as of the date of that Owner's death; and (b) if any
Owner dies prior to the Maturity Date, the entire interest in the Policy will be
distributed (1) within five years after the date of that Owner's death, or (2)
as Income Payments which will begin within one year of that Owner's death and
which will be made over the life of the Owner's "designated beneficiary" or over
a period not extending beyond the life expectancy of that beneficiary. The
"designated beneficiary" generally is the person who will be treated as the sole
owner of the Policy following the death of the Owner, Joint Owner or, in certain
circumstances, the Annuitant. However, if the "designated beneficiary" is the
surviving spouse of the decedent, these distribution rules may not apply until
the surviving spouse's death (and this spousal exception will not again be
available). If any Owner is not an individual, the death of the Annuitant will
be treated as the death of an Owner for purposes of these rules.

The Non-Qualified Policies contain provisions which are intended to comply with
the requirements of section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. We intend to review such
provisions and modify them if necessary to assure that they comply with the
requirements of Code section 72(s) when clarified by regulation or otherwise.

Other rules may apply to Qualified Policies.

GENERAL PROVISIONS

USING THE POLICIES AS COLLATERAL
A Non-Qualified Policy can be assigned as collateral security. We must be
notified in writing if a Policy is assigned. Any payment made before the
assignment is recorded at the Variable Annuity Service Center will not be
affected. We are not responsible for the validity of an assignment. Your rights
and the rights of a Beneficiary may be affected by an assignment.

A Qualified Policy may not be sold, assigned, transferred, discounted, pledged
or otherwise transferred except under such conditions as may be allowed under
applicable law.

The basic benefits of the Policy are assignable. Additional benefits added by
rider may or may not be available/eligible for assignments.

NON-PARTICIPATING
The Policy is non-participating. No dividends are payable.

<PAGE>

MISSTATEMENT OF AGE OR SEX
If an Annuitant's age or sex was misstated on the policy data page, any policy
benefits or proceeds, or availability thereof, will be determined using the
correct age and sex. If an overpayment has been made, an adjustment including
interest on the amount of the overpayment will be made to the next payment(s).
Any underpayments will be credited with interest on the amount of the
underpayment and will be paid in full with the next payment. The interest rate
used will be 3% per annum, unless otherwise required by law.

INCONTESTABILITY
We will not contest the Policy.

STATEMENT OF VALUES
At least once each year, we will send you a statement of values within 30 days
after each report date. The statement will show Account Value, Premium Payments
and charges made during the report period.

WRITTEN NOTICE
Any written notice should be sent to us at our Home Office at 125 Park Avenue,
6th Floor, New York, NY 10017-5529 or to our Variable Annuity Service Center at
6610 West Broad Street, Richmond, Virginia 23230. The policy number and the
Annuitant's full name must be included.

We will send all notices to the Owner at the last known address on file with the
company.

LEGAL DEVELOPMENTS REGARDING EMPLOYMENT-RELATED BENEFIT PLANS

On July 6, 1983, the Supreme Court held in Arizona Governing Committee for Tax
Deferred Annuity v. Norris, 463 U.S. 1073 (1983), that optional annuity benefits
provided under an employee's deferred compensation plan could not, under Title
VII of the Civil Rights Act of 1964, vary between men and women on the basis of
sex. The Policy contains guaranteed annuity purchase rates for certain optional
payment plans that distinguish between men and women. Accordingly, employers and
employee organizations should consider, in consultation with legal counsel, the
impact of Norris, and Title VII generally, on any employment-related insurance
or benefit program for which a Policy may be purchased.

STATE REGULATION OF GE CAPITAL LIFE

We are a stock life insurance company organized under the laws of New York, and
are subject to regulation by the New York Insurance Department. An annual
statement is filed with the New York Superintendent of Insurance each year
covering the operations and reporting on the financial condition of GE Capital
Life as of December 31 of the preceding year. Periodically, the Superintendent
of Insurance examines the liabilities and reserves of the Company and the
Separate Account and certifies their adequacy, and a full examination of the
Company's operations is conducted by the New York Insurance Department at least
once every five years.

LEGAL MATTERS

Sutherland Asbill & Brennan LLP of Washington D.C. has provided advice on
certain legal matters relating to federal securities laws applicable to the
issue and sale of the Policies described in this Prospectus. All matters of New
York law pertaining to the Policy, including the validity of the Policy and GE
Capital Life's right to issue the Policies under New York insurance law, have
been passed upon by Michael J. Furney, Assistant Vice President and Associate
Counsel.

EXPERTS

KPMG PEAT MARWICK LLP.
The financial statements of GE Capital Life Assurance Company of New York as of
December 31, 1998, and for each of the years in the three-year period ended
December 31, 1998, have been included herein in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, appearing elsewhere
herein and in the registration statement, upon the authority of said firm as
experts in accounting and auditing.

<PAGE>

FINANCIAL STATEMENTS

This Statement of Additional Information contains financial statements for the
Company and GE Capital Life Separate Account II, as of December 31, 1998, and
for each of the three years in the period then ended.

The financial statements of GE Capital Life Assurance Company of New York
included herein should be distinguished from the financial statements of the
Separate Account (when presented) and should be considered only as bearing on
the ability of the company to meet its obligation under the Policy.

Such financial statements of the company should not be considered as bearing on
the investment performance of the assets held in the Separate Account.

<PAGE>

PART C

OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits

(a) Financial Statements

All required financial statements are included in Part B of this Registration
Statement or will be included in a pre-effective amendment.

(b) Exhibits

(1) 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 II (the
"Separate Account"). 1/

(2) Not Applicable

(3) Underwriting Agreement between GE Capital Life and Capital
Brokerage Corporation 2/
(3)(i) Dealer Sales Agreement 2/

(4)(i) Form of Policy 2/
(4)(ii) Endorsements to Policy
(a) Guarantee Account Rider 1/
(b) Trust Endorsement 1/
(c) Pension Endorsement2/
(d) Individual Retirement Annuity Endorsement 2/
(e) 403(b) Annuity Endorsement 2/
(f) Optional Death Benefit Rider 3/

(5) Form of Application 2/

(6)(i) Certificate of Incorporation of GE Capital Life 1/
(6)(ii) By-Laws of GE Capital Life 1/

(7) Not Applicable

(8)(i) Form of Participation Agreement regarding Alger American
Fund 2/
(8)(ii) Form of Participation Agreement regarding Federated Insurance
Series 2/
(8)(iii) Form of Participation Agreement regarding GE Investments
Funds, Inc. 2/
(8)(iv) Form of Participation Agreement regarding Janus Aspen
Series 2/
(8)(v) Form of Participation Agreement regarding Oppenheimer Variable
Account Funds 2/

<PAGE>

(8)(vi) Form of Participation Agreement regarding PBHG Insurance
Series Fund 2/
(8)(vii) Form of Participation Agreement regarding Variable Insurance
Products Fund 2/
(8)(viii) Form of Participation Agreement regarding Variable Insurance
Products Fund II 2/
(8)(ix)) Form of Participation Agreement regarding Variable Insurance
Products Fund III 2/
(8)(x) Form of Participation Agreement regarding Goldman Sachs
Variable Insurance Trust 2/
(8)(xi) Form of Participation Agreement regarding Salomon Brothers
Variable Series Fund 4/

(9) Opinion and Consent of Counsel 4/

(10)(i) Consent of Sutherland, Asbill & Brennan LLP 4/
(10)(ii) Consent of Independent Auditors 4/

(11) Not Applicable

(12) Not Applicable

(13) Not Applicable

(14) Power of Attorney 1/

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 initial filing 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.

4/ To be included in a subsequent post-effective amendment.
- ---------------------------

Item 25. Directors and Officers of GE Capital Life

Name Address Positions and Offices with Depositor
<S> <C> <C>

Barry J. Grossman American Mayflower President and Chief Executive Officer
2 Penn Plaza
New York, NY 10121

Marshall S. Belkin 345 Kear Street Director
Yorktown Heights, NY 10598

Donald W. Britton First Colony Life Director
700 Main Street
Lynchburg, VA 24505

Richard I. Byer Clark & Pope, Inc. Director
317 Madison Avenue
New York, NY 10017

Ronald V. Dolan First Colony Life Chairman of the Board
700 Main Street
Lynchburg, VA 24505

Bernard M. Eiber 55 Northern Blvd. Director
Room 302
Great Neck, NY 11021

Jerry S. Handler Handro Properties Director
151 West 40th St.
New York, NY 10018

<PAGE>

Stephen P. Joyce GE Financial Assurance Director
777 Long Ridge Rd., Bldg. "B"
Stamford, CT 06927

Ray M. Perisho Union Fidelity Life Director
4850 Street Rd.
Trevose, PA 19049

Leon E. Roday GE Financial Assurance Senior Vice President & General Counsel
6604 West Broad St.
Richmond, VA 23230

Ididore Sapir Granit Apartments at the Granit Director
Apt. 756, P.O. Box 657
Kernonkson, NY 12446

Thomas A. Skiff GE Financial Assurance Director
1650 Los Gamos DR.
San Rafael, CA 94903

First Colony Life Director
Steven A. Smith 700 Main Street
Lynchburg, VA 24505

George T. Stewart First Colony Life Director
700 Main Street
Lynchburg, VA 24505

Geoffrey S. Stiff GE Financial Assurance Director
6610 W. Broad St.
Richmond, VA 23230

Gerald A. Kaufman 33 Walt Whitman Rd., Suite 233 Director
Huntrington Station, NY 11746

Thomas W. Casey GE Financial Assurance Vice President and Chief Financial Officer
6604 W. Broad St.
Richmond, VA 23230

Stephen N. DeVos GE Financial Assurance Vice President and Controller
6604 W. Broad St.
Richmond, VA 23230

</TABLE>

ITEM 26. Persons Controlled by or Under Common Control With the Depositor or
Registrant

The following chart identifies the persons controlled by or under common control
with the Depositor or the Registrant.

ORGANIZATIONAL CHART

ITEM 27. Number of Policyowners

Not applicable

ITEM 28. Indemnification

The Bylaws of GE Capital Life provides that:

(a) See Exhibit (6)(ii) - Article VIII

* * *

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
depositor pursuant to the foregoing provisions, or otherwise, the depositor 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 depositor of expenses incurred
or paid by a director, officer or controlling person of the depositor in
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 depositor 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.

<PAGE>

ITEM 29. Principal Underwriters

(a) Capital Brokerage Corporation is the principal underwriter of the Policies
as defined in the Investment Company Act of 1940.

(b)

Name Address Positions and Offices with Depositor
<S> <C> <C>

Scott A. Curtis GE Financial Assurance President and Chief Executive Officer
6610 W. Broad St.
Richmond, VA 23230

Stephen P. Joyce GE Financial Assurance Senior Vice President
777 Long Ridge Rd., Bldg. "B"
Stamford, CT 06927

Charles A. Kaminski GE Financial Assurance Senior Vice President
601 Union St., Ste. 5600
Seattle, WA 98101

Victor C. Moses GE Financial Assurance Senior Vice President
601 Union St., Ste. 5600
Seattle, WA 98101

Geoffrey S. Stiff GE Financial Assurance Senior Vice President
6610 W. Broad St.
Richmond, VA 23230

Mary Catherine Yeagley GE Financial Assurance Senior Vice President
601 Union St., Ste. 5600
Seattle, WA 98101

Jeffrey I. Hugunin GE Financial Assurance Treasurer
6604 W. Broad St.
Richmond, VA 23230

John W. Attey GE Financial Assurance Vice President, Counsel & Assistant
7125 W. Jefferson Ave., Ste. 200 Secretary
Lakewood, CO 80235

Thomas W. Casey GE Financial Assurance Vice President & Chief Financial Officer
6604 W. Broad St.
Richmond, VA 23230

Stephen N. DeVos GE Financial Assurance Vice President & Controller
6604 W. Broad St.
Richmond, VA 23230

Scott A. Reeks GE Financial Assurance Vice President & Assistant Treasurer
6630 W. Broad St.
Richmond, VA 23230

Edward J. Wiles, Jr. GE Financial Assurance Vice President, Counsel & Secretary
777 Long Ridge Rd., Bldg. "B"
Stamford, CT 06927

</TABLE>

ITEM 30. Location of Accounts and Records

All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and the rules under it are maintained by GE
Capital Life at its executive offices.

<PAGE>

ITEM 31. Management Services

All management Policies are discussed in Part A or Part B of this Registration
Statement.

ITEM 32. Undertakings

(a) Registrant undertakes that it will file a post-effective amendment to this
Registration Statement as frequently as necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old for so long as payments under the variable annuity Policies may be accepted.

(b) Registrant undertakes that it will include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
post card or similar written communication affixed to or included in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information.

(c) Registrant undertakes to deliver any Statement of Additional Information and
any financial statements required to be made available under this Form promptly
upon written or oral request to GE Capital Life at the address or phone number
listed in the Prospectus.

SECTION 403(b) REPRESENTATIONS

GE Capital Life represents that in connection with its offering of Policies as
funding vehicles for retirement plans meeting the requirements of Section 403(b)
of the Internal Revenue Code of 1986, it is relying on a no-action letter dated
November 28, 1988, to the American Council of Life Insurance (Ref. No. IP-6-88)
regarding Sections 22(e), 27(c)(1), and 27(d) of the Investment Company Act of
1940, and that paragraphs numbered (1) through (4) of that letter will be
complied with.

SECTION 26(e)(2)(A) REPRESENTATION

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.

<PAGE>

EXHIBIT LIST

(4)(ii)(f) Optional Death Benefit Rider

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
OPTIONAL DEATH BENEFIT RIDER

This rider provides for an Optional Death Benefit which is coordinated with the
Optional Death Benefit at Death of Annuitant provision in the policy. While this
rider is in effect, the amount payable at the death of the Annuitant will be the
greater of:

o The Death Benefit provided for under the Death provisions section in
the policy; or
o The minimum death benefit described below.

MINIMUM DEATH BENEFIT

During the first policy year, the minimum death benefit is the total premiums
paid, less adjustments for any partial surrenders.

After the first policy year and until the policy anniversary that the Annuitant
reaches age 81, the minimum death benefit is the policy's greatest Death Benefit
on any previous policy anniversary, plus the total premiums paid sine then, less
any adjustments for any partial surrenders since that date.

Beginning on the policy anniversary that the Annuitant reaches age 81, the
minimum death benefit is the policy's minimum Death Benefit on the policy
anniversary that the Annuitant reaches age 80, plus the total premiums paid
since then, less adjustments for any partial surrenders since that date.

ANNUAL DEATH BENEFIT CHARGE

This provision is added to the Account Value Benefits section of the policy.

There will be a charge made for this rider for each period it is in effect. This
charges is made in arrears at the beginning of each policy year after the first,
and at surrender, against the Account Value in the Separate Account. The maximum
charge will be the rate shown on the policy data page times the Account Value at
the time of deduction. The actual charge will never be greater than the maximum
annual charge. The charge at surrender will be a pro rata portion of the annual
charge.

If the Guarantee Account applies and if the Account Value in the Separate
Account is insufficient to cover the annual death benefit charge, then the
deduction will be made first from the Account Value in the Separate Account. The
excess of the charges over the Account Value in the Separate Account will then
be deducted from the Account Value in the Guarantee Account. Deductions from the
Guarantee Account will be taken from the amounts which have been in the
Guarantee Account for the longest period of time.

WHEN THIS RIDER IS EFFECTIVE

This rider becomes effective on the policy date unless another effective date is
shown on the policy data pages. It will remain in effect while this policy is in
force and before income payments begin, or until the policy anniversary
following the date of receipt of your request to terminate the rider. If your
request is received within 30 days of any policy anniversary, you may request
that the rider terminate as of that anniversary.

For GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK,

/s/BARRY J. GROSSMAN