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Exhibit 3(c)
Consent of Independent Auditors
The Board of Directors
GE Life and Annuity Assurance Company
and
Policyholders
GE Life & Annuity Separate Account II:
We consent to the use of our reports included herein and to the reference to our
firm under the heading "Experts" in the Registration Statement.
Our report on the consolidated financial statements of GE Life and Annuity
Assurance Company and subsidiary dated January 21, 2000, contains an explanatory
paragraph that states the Company changed its method of accounting for
insurance-related assessments in 1999.
Richmond, VA
September 15, 2000
/s/ KPMG LLP
