As filed with the Securities and Exchange Commission on December 19, 2002

File No. 333-97085

File No. 811-08475

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

Registration Statement

Under the Securities Act of 1933

Pre-Effective Amendment No. 1 x

For Registration Under the Investment Company Act of 1940

Amendment No. 18 x

GE Capital Life Separate Account II

(Exact Name of Registrant)

GE Capital Life Assurance Company of New York

(Name of Depositor)

200 Old Country Road, Suite 240

Mineola, NY 11501

(Address of Depositor’s Principal Executive Office)

David J. Sloane

Senior Vice President and Chief Administrative Officer

GE Capital Life Assurance Company of New York

200 Old Country Road, Suite 240

Mineola, NY 11501

(Name and address of Agent for Service)

With a copy to:

Heather Harker, Esq.

Vice President

GE Capital Life Assurance Company of New York

6610 W. Broad Street

Richmond, VA 23230

Approximate Date of Proposed Public Offering:    As soon as practicable after the effective date of the registration statement.

Title of Securities Being Registered:    Individual Flexible Premium Variable Deferred Annuity Contracts.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant files further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

GE Capital Life Separate Account II

Prospectus For

Flexible Premium Variable Deferred Annuity Contracts

Issued by:

GE Capital Life Assurance Company of New York

200 Old Country Road, Suite 240

Mineola, New York 11501

Service Center:

6610 West Broad Street

Richmond, Virginia 23230

Telephone: 1-800-313-5282

This prospectus gives details about the contract and the GE Capital Life Separate Account II (the “Separate Account”) that you should know before investing. Please read this prospectus carefully before investing and keep it for future reference.

This prospectus describes a flexible premium variable deferred annuity contract (the “contract”) 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 contract.

The contract offers you the accumulation of Contract Value and the payment of periodic annuity benefits. We may pay these benefits on a variable or fixed basis.

You may allocate your purchase payments to Subaccounts of the Separate Account. Each Subaccount of the Separate Account invests in shares of portfolios of the underlying mutual funds listed below:

AIM Variable Insurance Funds:

AIM V.I. Capital Appreciation Fund — Series I Shares

AIM V.I. Premier Equity Fund — Series I Shares

Alliance Variable Products Series Fund, Inc.:

Growth and Income Portfolio — Class B

Premier Growth Portfolio — Class B

Technology Portfolio — Class B

Eaton Vance Variable Trust:

VT Floating-Rate Income Fund

VT Worldwide Health Sciences Fund

Federated Insurance Series:

Federated High Income Bond Fund II* —
Service Shares

Federated International Small Company Fund II

Fidelity Variable Insurance Products Fund (“VIP”):

VIP Equity-Income Portfolio — Service Class 2

VIP Growth Portfolio — Service Class 2

Fidelity Variable Insurance Products Fund II (“VIP II”):

VIP II Contrafund^® Portfolio — Service Class 2

Fidelity Variable Insurance Products Fund III (“VIP III”):

VIP III Growth & Income Portfolio — Service Class 2

VIP III Mid Cap Portfolio — Service Class 2

GE Investments Funds, Inc.:

Income Fund

Mid-Cap Value Equity Fund

Money Market Fund

Premier Growth Equity Fund

S&P 500^® Index Fund

Small-Cap Value Equity Fund

U.S. Equity Fund

Value Equity Fund

Janus Aspen Series:

Balanced Portfolio — Service Shares

Capital Appreciation Portfolio — Service Shares

International Growth Portfolio — Service Shares

1

MFS^® Variable Insurance Trust:

MFS^® Investors Growth Stock Series — Service Class Shares

MFS^® Investors Trust Series — Service Class Shares

MFS^® New Discovery Series — Service Class Shares

MFS^® Utilities Series — Service Class Shares

Oppenheimer Variable Account Funds:

Oppenheimer Aggressive Growth Fund/VA — Service Shares

Oppenheimer Capital Appreciation Fund/VA — Service Shares

Oppenheimer Global Securities Fund/VA —Service Shares

Oppenheimer Main Street Growth & Income Fund/VA — Service Shares

Oppenheimer Main Street Small Cap Fund/VA —Service Shares

PIMCO Variable Insurance Trust:

High Yield Portfolio* — Administrative Class Shares

Long-Term U.S. Government Portfolio — Administrative Class Shares

Total Return Portfolio — Administrative Class Shares

Rydex Variable Trust:

OTC Fund

Van Kampen Life Investment Trust:

Comstock Portfolio — Class II Shares

Emerging Growth Portfolio —  Class II Shares

* These portfolios may invest in lower quality debt securities commonly referred to as “junk bonds.”

Not all of these portfolios may be available in all markets.

The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Your contract:

Ÿ Is NOT a bank deposit

Ÿ Is NOT FDIC insured

Ÿ Is NOT insured or endorsed by a bank or any federal government agency

Ÿ MAY go down in value

Both the value of a contract before the Annuity Commencement Date and the amount of monthly income afterwards will depend upon the investment performance of the portfolio(s) you select. You bear the investment risk of investing in the portfolios.

These contracts are also offered to customers of various financial institutions and brokerage firms. No financial institution or brokerage firm is responsible for the guarantees under the contracts. Guarantees under the contracts are the sole responsibility of the Company.

In the future, additional portfolios managed by certain financial institutions or brokerage firms may be added to the Separate Account. These portfolios may be offered exclusively to purchasing customers of the particular financial institution or brokerage firm.

2

A Statement of Additional Information, dated December 27, 2002, which contains additional information about the contract has been filed with the SEC and is incorporated by reference into this prospectus. A table of contents for the Statement of Additional Information appears on the last page of this prospectus. If you would like a free copy of the Statement of Additional Information

call us at:

1-800-313-5282;

or write us at:

GE Capital Life Assurance Company of New York

Service Center

6610 West Broad Street

Richmond, VA 23230

The Statement of Additional Information and other material incorporated by reference can be found on the SEC’s website at:

www.sec.gov

This prospectus does not constitute an offering in any jurisdiction in which such offering may not lawfully be made.

The date of this prospectus is December 27, 2002.

3

Table of Contents

Definitions	5
Expense Table	7
Portfolio Annual Expenses	8
Synopsis	21
Condensed Financial Information	24
Investment Results	24
Financial Statements	25
The Company	26
The Separate Account	27
Charges and Other Deductions	37
The Contract	42
Transfers	47
Surrenders and Partial Withdrawals	52
The Death Benefit	55
Income Payments	60
Federal Tax Matters	65
Voting Rights	75
Requesting Payments	76
Distribution of the Contracts	78
Additional Information	80
Appendix	A-1

4

Definitions

The following terms are used throughout the prospectus.

Accumulation Unit — An accounting unit of measure we use to calculate the value in the Separate Account before the Annuity Commencement Date.

Annuitant/Joint Annuitant — The person(s) named in the contract upon whose age and, where appropriate, gender, we determine monthly income benefits.

Annuity Commencement Date — The date on which your income payments commence, provided any Annuitant is living on that date. The Annuity Commencement Date is stated on your contract.

Annuity Unit — An accounting unit of measure we use to calculate the amount of the second and each subsequent variable income payment.

Code — The Internal Revenue Code of 1986, as amended.

Contract Date — The date we issue your contract and your contract becomes effective. Your Contract Date is shown in your contract. We use the Contract Date to determine contract years and anniversaries.

Contract Value — The total value of all your Accumulation Units in the Subaccounts.

Fund — Any open-end management investment company or any unit investment trust in which the Separate Account invests.

General Account — Assets of the Company other than those allocated to GE Capital Life Separate Account II or any of our other separate accounts.

Separate Account — GE Capital Life Separate Account II, a separate investment account we established to receive Subaccount allocations. The Separate Account is divided into Subaccounts, each of which invests in shares of a separate portfolio.

Service Center — The office to which all written and telephone inquires concerning the contract or the portfolios of the Funds should be made: 6610 West Broad Street, Richmond, VA 23230, 1-800-313-5282. The term “we” may be used throughout this prospectus in connection with calculations of Contract Value; in these instances, the term “we” has the same meaning as Service Center.

Subaccount — A division of the Separate Account which invests exclusively in shares of a designated portfolio of one of the Funds. Not all Subaccounts may be available in all markets. Subaccount may be referred to as Investment Subdivision in your contract.

5

Surrender Value — The value of your contract as of the date we receive your written request to surrender at our Service Center, less any applicable surrender charge, premium tax and any optional benefit charges.

Valuation Day — Any day that the New York Stock Exchange is open for regular trading, except for days on which a portfolio does not value its shares.

Valuation Period — The period that starts at the close of regular trading on the New York Stock Exchange on any Valuation Day and ends at the close of regular trading on the next succeeding Valuation Day.

6

Expense Table

The following table describes the various costs and expenses that you will pay (either directly or indirectly) if you purchase the contract. The table reflects Separate Account charges. For more complete descriptions of the various costs and expenses involved, see the “Charges and Other Deductions” provision in this prospectus. Premium tax charges may also apply, although they are not reflected in the table.

Owner Transaction Expenses:

The maximum surrender charge (as a percentage of each purchase payment partially withdrawn/totally surrendered)¹:

Number of Full and Partially Completed Years Since We Received the Purchase Payment	Surrender Charge as a Percentage of the Purchase Payment Partially Withdrawn/Totally Surrendered
0	6%
1	5%
2	4%
3	2%
4 or more	0%

Transfer Charge (for each transfer after the first in a calendar month)2	$10
Annual Expenses (effective annual rate of Separate Account charges as a percentage of the daily net assets of the Separate Account):
Mortality and Expense Risk Charge	1.55%
Administrative Expense Charge	0.15%
Total Annual Expenses	1.70%
Other Annual Expenses:
Optional Death Benefit Charge (as a percentage of the Contract Value at the time of deduction)3,4	0.10%

  ¹ If the Owner takes a partial withdrawal, the surrender charge will be taken from the amount withdrawn unless otherwise requested. Each contract year, the Owner may withdraw without a surrender charge 10% of all purchase payments made to the Contract (calculated at the time the partial withdrawal is requested). This free withdrawal privilege is non-cumulative. Free amounts not taken during any given contract year cannot be taken as free amounts in a subsequent contract year (see the “Surrender Charge” provision).

  ² We reserve the right to assess a $10 transfer charge for each transfer after the first transfer in a calendar month. We currently do not assess this charge.

  ³ To be eligible for this rider, neither the Annuitant nor Joint Annuitant (if applicable) may be older than age 84 at the time of issue, unless we approve a different age. See the “Optional Death Benefit” provision in “The Death Benefit” section for additional information.

  ⁴ If the Optional Death Benefit applies. This may be referred to as the “Annual Step-up Death Benefit” in the marketing materials.

7

Portfolio Annual Expenses

The following table shows the annual expenses of the portfolios of the Funds for the year ended December 31, 2001 (as a percentage of each portfolio’s average net assets, after fee waivers and expense reimbursements, as applicable).

Portfolios	Management Fees		12b-1 Fees*		Service Share Fees**		Other Expenses		Total Annual Expenses
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund — Series I Shares	0.61	%	—		—		0.24	%	0.85	%
AIM V.I. Premier Equity Fund — Series I Shares	0.60	%	—		—		0.25	%	0.85	%
Alliance Variable Products Series Fund, Inc.
Growth and Income Portfolio — Class B	0.63	%	0.25	%	—		0.04	%	0.92	%
Premier Growth Portfolio — Class B	1.00	%	0.25	%	—		0.04	%	1.29	%
Technology Portfolio — Class B	1.00	%	0.25	%	—		0.08	%	1.33	%
Eaton Vance Variable Trust
VT Floating-Rate Income Fund	0.56	%	—		0.25	%	0.45	%	1.26	%
VT Worldwide Health Sciences Fund	1.00	%	—		0.25	%	2.55	%	3.80	%
Federated Insurance Series
Federated High Income Bond Fund II — Service Shares	0.60	%	—		0.10	%	0.16	%	0.86	%
Federated International Small Company Fund II	0.00	%	—		0.10	%	1.55	%	1.65	%
Fidelity Variable Insurance Products Fund (“VIP”)1
VIP Equity-Income Portfolio — Service Class 2	0.48	%	0.25	%	—		0.11	%	0.84	%
VIP Growth Portfolio — Service Class 2	0.58	%	0.25	%	—		0.10	%	0.93	%
Fidelity Variable Insurance Products Fund II (“VIP II”)1
VIP II Contrafund® Portfolio — Service Class 2	0.58	%	0.25	%	—		0.11	%	0.94	%
Fidelity Variable Insurance Products Fund III (“VIP III”)1
VIP III Growth & Income Portfolio — Service Class 2	0.48	%	0.25	%	—		0.11	%	0.84	%
VIP III Mid Cap Portfolio — Service Class 2	0.58	%	0.25	%	—		0.11	%	0.94	%
GE Investments Funds, Inc.
Income Fund	0.50	%	—		—		0.05	%	0.55	%
Mid-Cap Value Equity Fund	0.65	%	—		—		0.03	%	0.68	%
Money Market Fund	0.38	%	—		—		0.04	%	0.42	%
Premier Growth Equity Fund	0.65	%	—		—		0.02	%	0.67	%
S&P 500® Index Fund	0.35	%	—		—		0.04	%	0.39	%
Small-Cap Value Equity Fund	0.80	%	—		—		0.11	%	0.91	%
U.S. Equity Fund	0.55	%	—		—		0.03	%	0.58	%
Value Equity Fund	0.65	%	—		—		0.14	%	0.79	%
Janus Aspen Series
Balanced Portfolio — Service Shares	0.65	%	0.25	%	—		0.01	%	0.91	%
Capital Appreciation Portfolio — Service Shares	0.65	%	0.25	%	—		0.01	%	0.91	%
International Growth Portfolio — Service Shares	0.65	%	0.25	%	—		0.06	%	0.96	%

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Portfolios	Management Fees		12b-1 Fees*		Service Share Fees**		Other Expenses		Total Annual Expenses
MFS® Variable Insurance Trust
MFS® Investors Growth Stock Series — Service Class Shares	0.75	%	0.25	%	—		0.15	%	1.15	%
MFS® Investors Trust Series — Service Class Shares	0.75	%	0.25	%	—		0.14	%	1.14	%
MFS® New Discovery Series — Service Class Shares	0.90	%	0.25	%	—		0.15	%	1.30	%
MFS® Utilities Series — Service Class Shares	0.75	%	0.25	%	—		0.17	%	1.17	%
Oppenheimer Variable Account Funds
Oppenheimer Aggressive Growth Fund/VA — Service Shares	0.64	%	0.15	%	—		0.04	%	0.83	%
Oppenheimer Capital Appreciation Fund/VA —  Service Shares	0.64	%	0.15	%	—		0.02	%	0.81	%
Oppenheimer Global Securities Fund/VA — Service Shares	0.64	%	0.15	%	—		0.06	%	0.85	%
Oppenheimer Main Street Growth & Income Fund/VA — Service Shares	0.68	%	0.15	%	—		0.05	%	0.88	%
Oppenheimer Main Street Small Cap Fund/VA —  Service Shares	0.75	%	0.15	%	—		0.29	%	1.19	%
PIMCO Variable Insurance Trust
High Yield Portfolio — Administrative Class Shares	0.25	%	—		0.15	%	0.35	%	0.75	%
Long-Term U.S. Government Portfolio — Administrative Class Shares	0.25	%	—		0.15	%	0.25	%	0.65	%
Total Return Portfolio — Administrative Class Shares	0.25	%	—		0.15	%	0.25	%	0.65	%
Rydex Variable Trust
OTC Fund	0.75	%	—		0.25	%	0.45	%	1.45	%
Van Kampen Life Investment Trust
Comstock Portfolio — Class II Shares	0.60	%	0.25	%	—		0.21	%	1.06	%
Emerging Growth Portfolio — Class II Shares	0.70	%	0.25	%	—		0.06	%	1.01	%

  * The 12b-1 fees deducted from the 12b-1 classes of these portfolios cover certain distribution and shareholder support services provided by the companies selling contracts investing in the portfolios. The portion of the 12b-1 fees assessed against the portfolios’ assets attributable to the contracts will be remitted to Capital Brokerage Corporation, the principal underwriter for the contracts.

** The Service Share fees deducted from the service shares of these portfolios cover certain administrative services provided by companies issuing contracts investing in the portfolios. The portion of the Service Share fees assessed against the portfolios’ assets attributable to the contracts will be remitted to the Company.

  ¹ Actual annual class operating expenses were lower because a portion of the brokerage commissions that the portfolio paid was used to reduce the portfolio’s expenses. In addition, through arrangements with the portfolio’s custodian, credits realized as a result of uninvested cash balances are used to reduce a portion of the portfolio’s custodian expenses. These offsets may be discontinued at any time.

Accordingly, the actual total operating expenses were:

Ÿ  VIP Equity-Income Portfolio — Service Class 2	0.83%
Ÿ  VIP Growth Portfolio — Service Class 2	0.90%
Ÿ  VIP II Contrafund® Portfolio — Service Class 2	0.90%
Ÿ  VIP III Growth & Income Portfolio — Service Class 2	0.82%
Ÿ  VIP III Mid Cap Portfolio — Service Class 2	0.88%

9

Some of the portfolios are subject to fee waivers and/or expense reimbursements. The following table shows what the expenses would have been for such portfolios without fee waivers and/or expense reimbursements.

Portfolios	Management Fees		12b-1 Fees*		Service Share Fees**		Other Expenses		Total Annual Expenses
Eaton Vance Variable Trust
VT Floating-Rate Income Fund	0.58	%	—		0.25	%	0.45	%	1.28	%
Federated Insurance Series
Federated High Income Bond Fund II — Service Shares	0.60	%	0.25	%	0.25	%	0.16	%	1.26	%
Federated International Small Company Fund II	1.25	%	0.25	%	0.25	%	3.79	%	5.54	%
MFS® Variable Insurance Trust
MFS® Investors Growth Stock Series — Service Class Shares	0.75	%	0.25	%	—		0.17	%	1.17	%
MFS® Investors Trust Series — Service Class Shares	0.75	%	0.25	%	—		0.15	%	1.15	%
MFS® New Discovery Series — Service Class Shares	0.90	%	0.25	%	—		0.19	%	1.34	%
MFS® Utilities Series — Service Class Shares	0.75	%	0.25	%	—		0.18	%	1.18	%
PIMCO Variable Insurance Trust
High Yield Portfolio — Administrative Class Shares	0.25	%	—		0.15	%	0.36	%	0.76	%
Long-Term U.S. Government Portfolio — Administrative Class Shares	0.25	%	—		0.15	%	0.26	%	0.66	%
Total Return Portfolio — Administrative Class Shares	0.25	%	—		0.15	%	0.26	%	0.66	%

  * The 12b-1 fees deducted from the 12b-1 classes of these portfolios cover certain distribution and shareholder support services provided by the companies selling contracts investing in the portfolios. The portion of the 12b-1 fees assessed against the portfolios’ assets attributable to the contracts will be remitted to Capital Brokerage Corporation, the principal underwriter for the contracts.

** The Service Share fees deducted from the service shares of these portfolios cover certain administrative services provided by companies issuing contracts investing in the portfolios. The portion of the Service Share fees assessed against the portfolios’ assets attributable to the contracts will be remitted to the Company.

The expenses shown above are deducted by the portfolios before they provide us with the daily net asset value. We then deduct the Separate Account charges from the net asset value in calculating the unit value of the corresponding Subaccount. The management fees and other expenses are more fully described in the prospectus for each portfolio. Information relating to the portfolios was provided by the portfolios and not independently verified by us.

OTHER CONTRACTS We offer other variable annuity contracts in the Separate Account which also invest in the same portfolios (or many of the same) of the Funds. These contracts have different charges that could affect the value of the Subaccounts and may offer different benefits more suitable to your needs. To obtain more information about these contracts, contact your agent, or call 1-800-313-5282.

10

EXAMPLES The following examples show the costs that would be incurred under certain hypothetical situations. The examples vary based on whether you surrender or annuitize your contract. The examples do not represent past or future expenses. Your actual expenses may be more or less than those shown. The examples are based on the annual expenses of the portfolios for the year ended December 31, 2001 as shown in the “Portfolio Annual Expenses” provision. These expenses, and therefore, the examples reflect certain fee waivers and expense reimbursements provided by some of the portfolios and assume they will continue for the periods shown. We cannot guarantee that these fee waivers and expense reimbursements will continue.

The examples show what an owner would pay assuming a $1,000 investment, 5% return and no change in contract or portfolio expenses. The assumed contract expenses for purposes of the example include:

(1) A Mortality and Expense Risk Charge of 1.55% (deducted daily at an effective annual rate of the assets in the Separate Account); and

(2) An Administrative Expense Charge of 0.15% (deducted daily at an effective annual rate of the assets in the Separate Account); and

(3) An annual charge of 0.10% for the Optional Death Benefit (as a percentage of the Contract Value at the time of deduction).

Deductions for premium taxes are not reflected, but may apply.

Example 1 assumes you surrender* your contract at the end of the applicable period.

	With the Optional Death Benefit Rider
Subaccount Investing In:	1 Year		3 Years		5 Years		10 Years
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund — Series I Shares	$	86.81	$	122.34	$	140.51	$	298.32
AIM V.I. Premier Equity Fund — Series I Shares		86.81		122.34		140.51		298.32
Alliance Variable Products Series Fund, Inc.
Growth and Income Portfolio — Class B		87.51		124.43		143.97		305.11
Premier Growth Portfolio — Class B		91.20		135.38		162.05		340.18
Technology Portfolio — Class B		91.59		136.56		163.98		343.88
Eaton Vance Variable Trust
VT Floating-Rate Income Fund		90.90		134.50		160.60		337.39
VT Worldwide Health Sciences Fund		115.83		206.49		275.83		543.48
Federated Insurance Series
Federated High Income Bond Fund II — Service Shares		86.91		122.64		141.00		299.29
Federated International Small Company Fund II		94.77		145.93		179.31		372.95

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	With the Optional Death Benefit Rider
Subaccount Investing In:	1 Year		3 Years		5 Years		10 Years
Fidelity Variable Insurance Products Fund (“VIP”)
VIP Equity-Income Portfolio — Service Class 2	$	86.71	$	122.04	$	140.01	$	297.34
VIP Growth Portfolio — Service Class 2		87.61		124.72		144.46		306.08
Fidelity Variable Insurance Products Fund II (“VIP II”)
VIP II Contrafund® Portfolio — Service Class 2		87.71		125.02		144.95		307.04
Fidelity Variable Insurance Products Fund III (“VIP III”)
VIP III Growth & Income Portfolio — Service Class 2		86.71		122.04		140.01		297.34
VIP III Mid Cap Portfolio — Service Class 2		87.71		125.02		144.95		307.04
GE Investments Funds, Inc.
Income Fund		83.81		113.34		125.54		268.61
Mid-Cap Value Equity Fund		85.11		117.25		132.05		281.60
Money Market Fund		82.51		109.42		118.98		255.44
Premier Growth Equity Fund		85.01		116.95		131.55		280.61
S&P 500® Index Fund		82.21		108.51		117.46		252.37
Small Cap Value Equity Fund		87.41		124.13		143.47		304.15
U.S. Equity Fund		84.11		114.25		127.04		271.63
Value Equity Fund		86.21		120.55		137.53		292.45
Janus Aspen Series
Balanced Portfolio — Service Shares		87.41		124.13		143.47		304.15
Capital Appreciation Portfolio — Service Shares		87.41		124.13		143.47		304.15
International Growth Portfolio — Service Shares		87.91		125.62		145.94		308.97
MFS® Variable Insurance Trust
MFS® Investors Growth Stock Series — Service Class Shares		89.80		131.25		155.25		327.07
MFS® Investors Trust Series — Service Class Shares		89.70		130.96		154.76		326.13
MFS® New Discovery Series — Service Class Shares		91.29		135.68		162.53		341.10
MFS® Utilities Series — Service Class Shares		90.00		131.84		156.22		328.96
Oppenheimer Variable Account Funds
Oppenheimer Aggressive Growth Fund/VA — Service Shares		86.61		121.74		139.52		296.37
Oppenheimer Capital Appreciation Fund/VA — Service Shares		86.41		121.14		138.52		294.41
Oppenheimer Global Securities Fund/VA — Service Shares		86.81		122.34		140.51		298.32
Oppenheimer Main Street Growth & Income Fund/VA —Service Shares		87.11		123.23		141.99		301.24
Oppenheimer Main Street Small Cap Fund/VA — Service Shares		90.20		132.43		157.20		330.84
PIMCO Variable Insurance Trust
High Yield Portfolio — Administrative Class Shares		85.81		119.35		135.54		288.52
Long-Term U.S Government Portfolio — Administrative Class Shares		84.81		116.35		130.55		278.62
Total Return Portfolio — Administrative Class Shares		84.81		116.35		130.55		278.62
Rydex Variable Trust
OTC Fund		92.78		140.08		169.76		354.90

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	With the Optional Death Benefit Rider
Subaccount Investing In:	1 Year		3 Years		5 Years		10 Years
Van Kampen Life Investment Trust
Comstock Portfolio — Class II Shares	$	88.91	$	128.59	$	150.85	$	318.55
Emerging Growth Portfolio — Class II Shares		88.41		127.10		148.40		313.77

  * Surrender includes annuitization over a period of less than 5 years

Example 2 assumes you annuitize* your contract at the end of the applicable period.

	With the Optional Death Benefit Rider
Subaccount Investing In:	1 Year	3 Years		5 Years		10 Years
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund — Series I Shares	*	$	82.34	$	140.51	$	298.32
AIM V.I. Premier Equity Fund — Series I Shares	*		82.34		140.51		298.32
Alliance Variable Products Series Fund, Inc.
Growth and Income Portfolio — Class B	*		84.43		143.97		305.11
Premier Growth Portfolio — Class B	*		95.38		162.05		340.18
Technology Portfolio — Class B	*		96.56		163.98		343.88
Eaton Vance Variable Trust
VT Floating-Rate Income Fund	*		94.50		160.60		337.39
VT Worldwide Health Sciences Fund	*		166.49		275.83		543.48
Federated Insurance Series
Federated High Income Bond Fund II — Service Shares	*		82.64		141.00		299.29
Federated International Small Company Fund II	*		105.93		179.31		372.95
Fidelity Variable Insurance Products Fund (“VIP”)
VIP Equity-Income Portfolio —   Service Class 2	*		82.04		140.01		297.34
VIP Growth Portfolio — Service Class 2	*		84.72		144.46		306.08
Fidelity Variable Insurance Products Fund II (“VIP II”)
VIP II Contrafund® Portfolio — Service Class 2	*		85.02		144.95		307.04
Fidelity Variable Insurance Products Fund III (“VIP III”)
VIP III Growth & Income Portfolio — Service Class 2	*		82.04		140.01		297.34
VIP III Mid Cap Portfolio — Service Class 2	*		85.02		144.95		307.04
GE Investments Funds, Inc.
Income Fund	*		73.34		125.54		268.61
Mid-Cap Value Equity Fund	*		77.25		132.05		281.60
Money Market Fund	*		69.42		118.98		255.44
Premier Growth Equity Fund	*		76.95		131.55		280.61
S&P 500® Index Fund	*		68.51		117.46		252.37
Small Cap Value Equity Fund	*		84.13		143.47		304.15
U.S. Equity Fund	*		74.25		127.04		271.63
Value Equity Fund	*		80.55		137.53		292.45
Janus Aspen Series
Balanced Portfolio — Service Shares	*		84.13		143.47		304.15
Capital Appreciation Portfolio — Service Shares	*		84.13		143.47		304.15
International Growth Portfolio — Service Shares	*		85.62		145.94		308.97

13

	With the Optional Death Benefit Rider
Subaccount Investing In:	1 Year	3 Years		5 Years		10 Years
MFS® Variable Insurance Trust
MFS® Investors Growth Stock Series — Service Class Shares	*	$	91.25	$	155.25	$	327.07
MFS® Investors Trust Series — Service Class Shares	*		90.96		154.74		326.13
MFS® New Discovery Series — Service Class Shares	*		95.68		162.53		341.10
MFS® Utilities Series — Service Class Shares	*		91.84		156.22		328.96
Oppenheimer Variable Account Funds
Oppenheimer Aggressive Growth Fund/VA — Service Shares	*		81.74		139.52		296.37
Oppenheimer Capital Appreciation Fund/VA — Service Shares	*		81.14		138.52		294.41
Oppenheimer Global Securities Fund/VA — Service Shares	*		82.34		140.51		298.32
Oppenheimer Main Street Growth & Income Fund/VA — Service Shares	*		83.23		141.99		301.24
Oppenheimer Main Street Small Cap Fund/VA — Service Shares	*		92.43		157.20		330.84
PIMCO Variable Insurance Trust
High Yield Portfolio — Administrative Class Shares	*		79.35		135.54		288.52
Long-Term U.S Government Portfolio — Administrative Class Shares	*		76.35		130.55		278.62
Total Return Portfolio — Administrative Class Shares	*		76.35		130.55		278.62
Rydex Variable Trust
OTC Fund	*		100.08		169.76		354.90
Van Kampen Life Investment Trust
Comstock Portfolio — Class II Shares	*		88.59		150.85		318.55
Emerging Growth Portfolio — Class II Shares	*		87.10		148.40		313.77

  * Annuitization is not available during the first contract year.

Example 3 assumes you do not surrender* your contract at the end of the applicable period.

	With the Optional Death Benefit Rider
Subaccount Investing In:	1 Year		3 Years		5 Years		10 Years
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund — Series I Shares	$	26.81	$	82.34	$	140.51	$	298.32
AIM V.I. Premier Equity Fund — Series I Shares		26.81		82.34		140.51		298.32
Alliance Variable Products Series Fund, Inc.
Growth and Income Portfolio — Class B		27.51		84.43		143.97		305.11
Premier Growth Portfolio — Class B		31.20		95.38		162.05		340.18
Technology Portfolio — Class B		31.59		96.56		163.98		343.88
Eaton Vance Variable Trust
VT Floating-Rate Income Fund		30.90		94.50		160.60		337.39
VT Worldwide Health Sciences Fund		55.83		166.49		275.83		543.48
Federated Insurance Series
Federated High Income Bond Fund II — Service Shares		26.91		82.64		141.00		299.29
Federated International Small Company Fund II		34.77		105.93		179.31		372.95

14

	With the Optional Death Benefit Rider
Subaccount Investing In:	1 Year		3 Years		5 Years		10 Years
Fidelity Variable Insurance Products Fund (“VIP”)
VIP Equity-Income Portfolio — Service Class 2	$	26.71	$	82.04	$	140.01	$	297.34
VIP Growth Portfolio — Service Class 2		27.61		84.72		144.46		306.08
Fidelity Variable Insurance Products Fund II (“VIP II”)
VIP II Contrafund® Portfolio — Service Class 2		27.71		85.02		144.95		307.04
Fidelity Variable Insurance Products Fund III (“VIP III”)
VIP III Growth & Income Portfolio — Service Class 2		26.71		82.04		140.01		297.34
VIP III Mid Cap Portfolio — Service Class 2		27.71		85.02		144.95		307.04
GE Investments Funds, Inc.
Income Fund		23.81		73.34		125.54		268.61
Mid-Cap Value Equity Fund		25.11		77.25		132.05		281.60
Money Market Fund		22.51		69.42		118.98		255.44
Premier Growth Equity Fund		25.01		76.95		131.55		280.61
S&P 500® Index Fund		22.21		68.51		117.46		252.37
Small Cap Value Equity Fund		27.41		84.13		143.47		304.15
U.S. Equity Fund		24.11		74.25		127.04		271.63
Value Equity Fund		26.21		80.55		137.53		292.45
Janus Aspen Series
Balanced Portfolio — Service Shares		27.41		84.13		143.47		304.15
Capital Appreciation Portfolio — Service Shares		27.41		84.13		143.47		305.15
International Growth Portfolio — Service Shares		27.91		85.62		145.94		308.97
MFS® Variable Insurance Trust
MFS® Investors Growth Stock Series — Service Class Shares		29.80		91.25		155.25		327.07
MFS® Investors Trust Series — Service Class Shares		29.70		90.96		154.76		326.13
MFS® New Discovery Series — Service Class Shares		31.29		95.68		162.53		341.10
MFS® Utilities Series — Service Class Shares		30.00		91.84		156.22		328.96
Oppenheimer Variable Account Funds
Oppenheimer Aggressive Growth Fund/VA — Service Shares		26.61		81.74		139.52		296.37
Oppenheimer Capital Appreciation Fund/VA — Service Shares		26.41		81.14		138.52		294.41
Oppenheimer Global Securities Fund/VA — Service Shares		26.81		82.34		140.51		298.32
Oppenheimer Main Street Growth & Income Fund/VA — Service Shares		27.11		83.23		141.99		301.24
Oppenheimer Main Street Small Cap Fund/VA — Service Shares		30.20		92.43		157.20		330.84
PIMCO Variable Insurance Trust
High Yield Portfolio — Administrative Class Shares		25.81		79.35		135.54		288.52
Long-Term U.S Government Portfolio — Administrative Class Shares		24.81		76.35		130.55		278.62
Total Return Portfolio — Administrative Class Shares		24.81		76.35		130.55		278.62
Rydex Variable Trust
OTC Fund		32.78		100.08		169.76		354.90

15

	With the Optional Death Benefit Rider
Subaccount Investing In:	1 Year		3 Years		5 Years		10 Years
Van Kampen Life Investment Trust
Comstock Portfolio — Class II Shares	$	28.91	$	88.59	$	150.85	$	318.55
Emerging Growth Portfolio — Class II Shares		28.41		87.10		148.40		313.77

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

Example 4 assumes you surrender* your contract at the end of the applicable period.

	Without the Optional Death Benefit Rider
Subaccount Investing In:	1 Year		3 Years		5 Years		10 Years
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund — Series I Shares	$	85.81	$	119.35	$	135.54	$	288.52
AIM V.I. Premier Equity Fund — Series I Shares		85.81		119.35		135.54		288.52
Alliance Variable Products Series Fund, Inc.
Growth and Income Portfolio — Class B		86.51		121.44		139.02		295.39
Premier Growth Portfolio — Class B		90.20		132.43		157.20		330.84
Technology Portfolio — Class B		90.60		133.62		159.14		334.59
Eaton Vance Variable Trust
VT Floating-Rate Income Fund		89.90		131.55		155.74		328.02
VT Worldwide Health Sciences Fund		114.86		203.77		271.58		536.44
Federated Insurance Series
Federated High Income Bond Fund II — Service Shares		85.91		119.65		136.04		289.51
Federated International Small Company Fund II		93.78		143.01		174.55		363.98
Fidelity Variable Insurance Products Fund (“VIP”)
VIP Equity-Income Portfolio — Service Class 2		85.71		119.05		135.04		287.54
VIP Growth Portfolio — Service Class 2		86.61		121.74		139.52		296.37
Fidelity Variable Insurance Products Fund II (“VIP II”)
VIP II Contrafund® Portfolio — Service Class 2		86.71		122.04		140.01		297.34
Fidelity Variable Insurance Products Fund III (“VIP III”)
VIP III Growth & Income Portfolio — Service Class 2		85.71		119.05		135.04		287.54
VIP III Mid Cap Portfolio — Service Class 2		86.71		122.04		140.01		297.34
GE Investments Funds, Inc.
Income Fund		82.81		110.33		120.49		258.49
Mid-Cap Value Equity Fund		84.11		114.25		127.04		271.63
Money Market Fund		81.51		106.39		113.90		245.18
Premier Growth Equity Fund		84.01		113.95		126.54		270.62
S&P 500® Index Fund		81.20		105.48		112.37		242.08
Small Cap Value Equity Fund		86.41		121.14		138.52		294.41
U.S. Equity Fund		83.11		111.23		122.01		261.54
Value Equity Fund		85.21		117.55		132.55		282.59

16

	Without the Optional Death Benefit Rider
Subaccount Investing In:	1 Year		3 Years		5 Years		10 Years
Janus Aspen Series
Balanced Portfolio — Service Shares	$	86.41	$	121.14	$	138.52	$	294.41
Capital Appreciation Portfolio — Service Shares		86.41		121.14		138.52		294.41
International Growth Portfolio — Service Shares		86.91		122.64		141.00		299.29
MFS® Variable Insurance Trust
MFS® Investors Growth Stock Series — Service Class Shares		88.81		128.29		150.36		317.59
MFS® Investors Trust Series — Service Class Shares		88.71		127.99		149.87		316.64
MFS® New Discovery Series — Service Class Shares		90.30		132.73		157.68		331.78
MFS® Utilities Series — Service Class Shares		89.01		128.88		151.34		319.50
Oppenheimer Variable Account Funds
Oppenheimer Aggressive Growth Fund/VA — Service Shares		85.61		118.75		134.55		286.55
Oppenheimer Capital Appreciation Fund/VA — Service Shares		85.41		118.15		133.55		284.58
Oppenheimer Global Securities Fund/VA — Service Shares		85.81		119.35		135.54		288.52
Oppenheimer Main Street Growth & Income Fund/VA —  Service Shares		86.11		120.25		137.03		291.47
Oppenheimer Main Street Small Cap Fund/VA — Service Shares		89.20		129.48		152.32		321.40
PIMCO Variable Insurance Trust
High Yield Portfolio — Administrative Class Shares		84.81		116.35		130.55		278.62
Long-Term U.S Government Portfolio — Administrative Class Shares		83.81		113.34		125.54		268.61
Total Return Portfolio — Administrative Class Shares		83.81		113.34		125.54		268.61
Rydex Variable Trust
OTC Fund		91.79		137.15		164.95		345.73
Van Kampen Life Investment Trust
Comstock Portfolio — Class II Shares		87.91		125.62		145.94		308.97
Emerging Growth Portfolio — Class II Shares		87.41		124.13		143.47		304.15

  * Surrender includes annuitization over a period of less than 5 years

17

Example 5 assumes you annuitize* your contract at the end of the applicable period.

	Without the Optional Death Benefit Rider
Subaccount Investing In:	1 Year	3 Years		5 Years		10 Years
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund — Series I Shares	*	$	79.35	$	135.54	$	288.52
AIM V.I. Premier Equity Fund — Series I Shares	*		79.35		135.54		288.52
Alliance Variable Products Series Fund, Inc.
Growth and Income Portfolio — Class B	*		81.44		139.02		295.39
Premier Growth Portfolio — Class B	*		92.43		157.20		330.84
Technology Portfolio — Class B	*		93.62		159.14		334.59
Eaton Vance Variable Trust
VT Floating-Rate Income Fund	*		91.55		155.74		328.02
VT Worldwide Health Sciences Fund	*		163.77		271.58		536.44
Federated Insurance Series
Federated High Income Bond Fund II — Service Shares	*		79.65		136.04		289.51
Federated International Small Company Fund II	*		103.01		174.55		363.98
Fidelity Variable Insurance Products Fund (“VIP”)
VIP Equity-Income Portfolio — Service Class 2	*		79.05		135.04		287.54
VIP Growth Portfolio — Service Class 2	*		81.74		139.52		296.37
Fidelity Variable Insurance Products Fund II (“VIP II”)
VIP II Contrafund® Portfolio — Service Class 2	*		82.04		140.01		297.34
Fidelity Variable Insurance Products Fund III (“VIP III”)
VIP III Growth & Income Portfolio — Service Class 2	*		79.05		135.04		287.54
VIP III Mid Cap Portfolio — Service Class 2	*		82.04		140.01		297.34
GE Investments Funds, Inc.
Income Fund	*		70.33		120.49		258.49
Mid-Cap Value Equity Fund	*		74.25		127.04		271.63
Money Market Fund	*		66.39		113.90		245.18
Premier Growth Equity Fund	*		73.95		126.54		270.62
S&P 500® Index Fund	*		65.48		112.37		242.08
Small Cap Value Equity Fund	*		81.14		138.52		294.41
U.S. Equity Fund	*		71.23		122.01		261.54
Value Equity Fund	*		77.55		132.55		282.59
Janus Aspen Series
Balanced Portfolio — Service Shares	*		81.14		138.52		294.41
Capital Appreciation Portfolio — Service Shares	*		81.14		138.52		294.41
International Growth Portfolio — Service Shares	*		82.64		141.00		299.29
MFS® Variable Insurance Trust
MFS® Investors Growth Stock Series — Service Class Shares	*		88.29		150.36		317.59
MFS® Investors Trust Series — Service Class Shares	*		87.99		149.87		316.64
MFS® New Discovery Series — Service Class Shares	*		92.73		157.68		331.78
MFS® Utilities Series — Service Class Shares	*		88.88		151.34		319.50

18

	Without the Optional Death Benefit Rider
Subaccount Investing In:	1 Year	3 Years		5 Years		10 Years
Oppenheimer Variable Account Funds
Oppenheimer Aggressive Growth Fund/VA — Service Shares	*	$	78.75	$	134.55	$	286.55
Oppenheimer Capital Appreciation Fund/VA — Service Shares	*		78.15		133.55		284.58
Oppenheimer Global Securities Fund/VA — Service Shares	*		79.35		135.54		288.52
Oppenheimer Main Street Growth & Income Fund/VA — Service Shares	*		80.25		137.03		291.47
Oppenheimer Main Street Small Cap Fund/VA — Service Shares	*		89.48		152.32		321.40
PIMCO Variable Insurance Trust
High Yield Portfolio — Administrative Class Shares	*		76.35		130.55		278.62
Long-Term U.S Government Portfolio — Administrative Class Shares	*		73.34		125.54		268.61
Total Return Portfolio — Administrative Class Shares	*		73.34		125.54		268.61
Rydex Variable Trust
OTC Fund	*		97.15		164.95		345.73
Van Kampen Life Investment Trust
Comstock Portfolio — Class II Shares	*		85.62		145.94		308.97
Emerging Growth Portfolio — Class II Shares	*		84.13		143.47		304.15

  * Annuitization is not available during the first contract year.

Example 6 assumes you do not surrender* your contract at the end of the applicable period.

	Without the Optional Death Benefit Rider
Subaccount Investing In:	1 Year		3 Years		5 Years		10 Years
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund — Series I Shares	$	25.81	$	79.35	$	135.54	$	288.52
AIM V.I. Premier Equity Fund — Series I Shares		25.81		79.35		135.54		288.52
Alliance Variable Products Series Fund, Inc.
Growth and Income Portfolio — Class B		26.51		81.44		139.02		295.39
Premier Growth Portfolio — Class B		30.20		92.43		157.20		330.84
Technology Portfolio — Class B		30.60		93.62		159.14		334.59
Eaton Vance Variable Trust
VT Floating-Rate Income Fund		29.90		91.55		155.74		328.02
VT Worldwide Health Sciences Fund		54.86		163.77		271.58		536.44
Federated Insurance Series
Federated High Income Bond Fund II — Service Shares		25.91		79.65		136.04		289.51
Federated International Small Company Fund II		33.78		103.01		174.55		363.98
Fidelity Variable Insurance Products Fund (“VIP”)
VIP Equity-Income Portfolio — Service Class 2		25.71		79.05		135.04		287.54
VIP Growth Portfolio — Service Class 2		26.61		81.74		139.52		296.37

19

	Without the Optional Death Benefit Rider
Subaccount Investing In:	1 Year		3 Years		5 Years		10 Years
Fidelity Variable Insurance Products Fund II (“VIP II”)
VIP II Contrafund® Portfolio — Service Class 2	$	26.71	$	82.04	$	140.01	$	297.34
Fidelity Variable Insurance Products Fund III (“VIP III”)
VIP III Growth & Income Portfolio — Service Class 2		25.71		79.05		135.04		287.54
VIP III Mid Cap Portfolio — Service Class 2		26.71		82.04		140.01		297.34
GE Investments Funds, Inc.
Income Fund		22.81		70.33		120.49		258.49
Mid-Cap Value Equity Fund		24.11		74.25		127.04		271.63
Money Market Fund		21.51		66.39		113.90		245.18
Premier Growth Equity Fund		24.01		73.95		126.54		270.62
S&P 500® Index Fund		21.20		65.48		112.37		242.08
Small Cap Value Equity Fund		26.41		81.14		138.52		294.41
U.S. Equity Fund		23.11		71.23		122.01		261.54
Value Equity Fund		25.21		77.55		132.55		282.59
Janus Aspen Series
Balanced Portfolio — Service Shares		26.41		81.14		138.52		294.41
Capital Appreciation Portfolio — Service Shares		26.41		81.14		138.52		294.41
International Growth Portfolio — Service Shares		26.91		82.64		141.00		299.29
MFS® Variable Insurance Trust
MFS® Investors Growth Stock Series — Service Class Shares		28.81		88.29		150.36		317.59
MFS® Investors Trust Series — Service Class Shares		28.71		87.99		149.87		316.64
MFS® New Discovery Series — Service Class Shares		30.30		92.73		157.68		331.78
MFS® Utilities Series — Service Class Shares		29.01		88.88		151.34		319.50
Oppenheimer Variable Account Funds
Oppenheimer Aggressive Growth Fund/VA — Service Shares		25.61		78.75		134.55		286.55
Oppenheimer Capital Appreciation Fund/VA — Service Shares		25.41		78.15		133.55		284.58
Oppenheimer Global Securities Fund/VA — Service Shares		25.81		79.35		135.54		288.52
Oppenheimer Main Street Growth & Income Fund/VA — Service Shares		26.11		80.25		137.03		291.47
Oppenheimer Main Street Small Cap Fund/VA — Service Shares		29.20		89.48		152.32		321.40
PIMCO Variable Insurance Trust
High Yield Portfolio — Administrative Class Shares		24.81		76.35		130.55		278.62
Long-Term U.S Government Portfolio — Administrative Class Shares		23.81		73.34		125.54		268.61
Total Return Portfolio — Administrative Class Shares		23.81		73.34		125.54		268.61
Rydex Variable Trust
OTC Fund		31.79		97.15		164.95		345.73
Van Kampen Life Investment Trust
Comstock Portfolio — Class II Shares		27.91		85.62		145.94		308.97
Emerging Growth Portfolio — Class II Shares		27.41		84.13		143.47		304.15

20

Synopsis

What type of contract am I buying?    The contract is an individual flexible premium variable deferred annuity contract. We may issue it as a contract qualified (“Qualified Contract”) under the Code, or as a contract that is not qualified under the Code (“Non-Qualified Contract”). See “The Contract” provision of this prospectus.

How does the contract work?    Once we approve your application, we will issue a contract. During the accumulation period, you can use your purchase payments to buy Accumulation Units in the Separate Account. Should you decide to receive income payments (annuitize the contract), we will convert your Accumulation Units to Annuity Units. You can choose fixed or variable income payments. If you choose fixed or variable income payments, we will base each 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 that Valuation Day. See “The Contract” provision of this prospectus.

What is the Separate Account?    The Separate Account is a segregated asset account established under New York insurance law, and registered with the SEC as a unit investment trust. We allocate the assets of the Separate Account to one or more Subaccounts in accordance with your instructions. We do not charge the assets in the Separate Account with liabilities arising out of any other business we may conduct. 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 with respect to amounts allocated to the Separate Account. See “The Separate Account” provision of this prospectus.

What are my variable investment choices?    Through its Subaccounts, the Separate Account uses your purchase payments to purchase shares, at your direction, in one or more portfolios. In turn, each portfolio holds securities consistent with its own particular investment objective. See “The Separate Account” provision of this prospectus.

What charges are associated with this contract?    Should you take a partial withdrawal or totally surrender your contract before your purchase payments have been in your contract for four years, we will assess a surrender charge ranging from 0% to 6%, depending upon how many full years those payments have been in the contract. We waive this charge under certain conditions. See the “Surrender Charge” provision in this prospectus.

We assess annual contract charges in the aggregate at an effective annual rate of 1.70% against the daily net asset value of the Separate Account. These charges consist of a mortality and expense risk charge of 1.55% and an administrative expense

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charge of 0.15%. We also charge for the Optional Death Benefit. To be eligible for this rider, neither the Annuitant nor Joint Annuitant (if applicable) may be older than age 84 at the time of issue, unless we approve a different age. For a complete discussion of the charges associated with the contract, as well as available optional benefit combinations, see the “Charges and Other Deductions” and the “Optional Death Benefit” provisions.

If a premium tax applies to your contract, then at the time your contract incurs the tax (or at such other time as we may choose), we will deduct those amounts from purchase payments or your Contract Value, as applicable. See the “Charges and Other Deductions” and “Deductions for Premium Taxes” provisions of this prospectus.

There are expenses associated with the portfolios. These include management fees and other expenses associated with the daily operation of each portfolio, as well as 12b-1 fees and/or service share fees, if applicable. See the “Portfolio Annual Expenses” provision. These portfolio expenses are more fully described in prospectus for each portfolio.

We pay compensation to broker-dealers who distribute the contracts. For a discussion of this compensation, see the “Distribution of the Contracts” provision.

How much must I pay, and how often?    Subject to certain minimum and maximum payments, the amount and frequency of purchase payments are flexible. See “The Contract — Purchase Payments” provision for more information.

How will my income payments be calculated?    We will pay you a monthly income beginning on the Annuity Commencement Date if the Annuitant(s) is still living on that date. You may also decide to annuitize under one of the optional payment plans. We will base your initial payment on annuity commencement value and other factors. See the “Income Payments” provision for more information.

What happens if an Annuitant dies before the Annuity Commencement Date?     Before the Annuity Commencement Date, if any Annuitant dies while the contract is in force, we will treat the designated beneficiary as the sole owner of the contract, subject to certain distribution rules. We may pay a death benefit to the designated beneficiary. You may elect to have your designated beneficiary receive the basic death benefit or one of our optional death benefits. See “The Death Benefit” provision.

May I transfer assets among the portfolios?    Yes, but there may be limits on how often you may do so. The minimum transfer amount is $100 or the entire balance in the Subaccount if the transfer will leave a balance of less than $100. See “The

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Contract — Transfers Before the Annuity Commencement Date” and “Income Payments  — Transfers After the Annuity Commencement Date” provisions.

May I surrender the contract or take partial withdrawals?    Yes, subject to contract requirements and restrictions imposed under certain retirement plans.

If you surrender the contract or take a partial withdrawal, you may be subject to income tax and, if you are younger than age 59 ¹/2 at the time of the surrender or partial withdrawal, a 10% penalty tax. A surrender or a partial withdrawal may also be subject to tax withholding. See the “Federal Tax Matters” provision in this prospectus. A partial withdrawal may reduce the death benefit by the proportion that the partial withdrawal (including any applicable surrender charge and premium tax) reduces your Contract Value. See “The Death Benefit” provision.

Do I get a free look at this contract?    Yes. You have the right to return the contract to us at our Service Center at the address listed on page 1 of this prospectus, and have us cancel the contract within ten days after its delivery (or longer if required by applicable law).

If you exercise this right, we will cancel the contract as of the day we receive your request and send you a refund equal to your Contract Value plus any charges we have deducted from purchase payments prior to the allocation to the Separate Account (and excluding any charges the portfolios may have deducted) on or before the date we received the returned contract. We will not deduct a surrender charge. See the “Return Privilege” provision for more information.

When are my allocations effective?    Within two business days after we have received all of the information necessary to process your purchase order, we will allocate your initial purchase payment directly to the Subaccounts that correspond to the portfolios you choose. See the “Allocation of Purchase Payments” provision.

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Condensed Financial Information

The value of an Accumulation Unit is determined on the basis of Separate Account charges and the changes in the per share value of the portfolios. There were no Accumulation Unit values outstanding for the contract for the period ending December 31, 2001.

Investment Results

At times, the Separate Account may compare its investment results to various unmanaged indices or other variable annuities in reports to beneficial shareholders, sales literature and advertisements. We will calculate the results on a total return basis for various periods.

Total returns assume an initial investment of $1,000 and include the reinvestment of dividends and capital gains of the portfolios, the portfolios’ charges and expenses (including a 12b-1 or service share fees), and charges associated with the contract (including the mortality and expense risk charge, the administrative expense charge, as well as any charges for the optional benefits, if applicable). Surrender charges will be reflected, if applicable. Premium taxes are not reflected in any of the calculations, but may apply. See the “Appendix” and the Statement of Additional Information for more information.

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Financial Statements

The consolidated financial statements for the Company and the financial statements for the Separate Account are located in the Statement of Additional Information. If you would like a free copy of the Statement of Additional Information, call 1-800-313-5282 or write to our Service Center at the address listed on page 1 of this prospectus. In addition, the Statement of Additional Information is available on the SEC’s website at http://www.sec.gov.

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The Company

GE CAPITAL LIFE ASSURANCE
COMPANY OF  
NEW YORK We are a stock life insurance company that was incorporated in the State of New York on February 23, 1988 under the name First GNA Life Insurance Company of New York. In February 1990, we were transferred to a wholly owned subsidiary of Great Northern Insured Annuity Corporation from GNA Life Insurance Company. In October 1993, we were the surviving entity in a merger with United Pacific Reliance Life Insurance Company of New York and as a result became partially owned by United Pacific Life Insurance Company. United Pacific Life Insurance Company later changed its name to General Electric Capital Assurance Company (“GECA”). On February 1, 1996, we changed our name to GE Capital Life Assurance Company of New York. In January 1999, we became a wholly owned subsidiary of GECA when Great Northern Insurance Annuity Corporation merged with and into GECA. GECA is an indirect subsidiary of GE Financial Assurance Holding, Inc. (“GEFAHI”).

We are licensed in New York, Delaware and Illinois and specialize in writing individual fixed rate deferred annuities, fixed payout immediate annuities, variable deferred annuities and variable life insurance policies.

We principally offer annuity contracts, funding agreements and life insurance. We do business in the State of New York. Our principal office is located at 200 Old Country Road, Mineola, New York 11501. Our Service Center is located at 6610 West Broad Street, Richmond, Virginia 23230.

We are a charter 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 various aspects of sales and service for individually sold life insurance and annuities.

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

CAPITAL BROKERAGE CORPORATION Capital Brokerage Corporation located at 201 Merritt 7, Norwalk, Connecticut 06856, serves as principal underwriter for the contracts and is a broker/dealer registered with the SEC. GNA Corporation directly owns the stock of Capital Brokerage Corporation. GNA Corporation, Capital Brokerage Corporation, GE Financial Assurance Holdings, Inc. and GE Investments Funds, Inc. are affiliates of the Company.

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The Separate Account

We established the Separate Account as a separate investment account on April 1, 1996. The Separate Account may invest in mutual funds, unit investment trusts, managed separate accounts, and other portfolios. We use the Separate Account to support the contracts as well as for other purposes permitted by law.

Currently, there are multiple Subaccounts of the Separate Account available under the contracts. Each Subaccount invests exclusively in shares representing an interest in a separate corresponding portfolio of the Funds.

The assets of the Separate Account belong to us. Nonetheless, we do not charge the assets in the Separate Account attributable to the contracts with liabilities arising out of any other business which we may conduct. The assets of the Separate Account will, 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 contracts 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”). 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 PORTFOLIOS There is a separate Subaccount which corresponds to each portfolio of a Fund offered under the contracts. You decide the Subaccounts to which you allocate net purchase payments.

Each Fund is registered with the SEC 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 a Subaccount to allocate your net purchase payments and assets, carefully read the prospectus for each portfolio, 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

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value for the amounts you allocate to the Separate Account. You bear the investment risk of investing in the portfolios.

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.

SUBACCOUNTS You may invest in up to 10 Subaccounts of the portfolios listed below at any one time.

	Portfolio	Investment Objective	Adviser (and Sub-Adviser(s), as applicable)
AIM VARIABLE INSURANCE FUNDS	AIM V.I. Capital Appreciation Fund —  Series I Shares	Seeks growth of capital.	A I M Advisors, Inc.
	AIM V.I. Premier Equity Fund — Series I Shares	Seeks to achieve long-term growth of capital. Income is a secondary objective.	A I M Advisors, Inc.
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.	Growth and Income Portfolio — Class B	Seeks reasonable current income and reasonable opportunity for appreciation through investments primarily in dividend-paying common stocks of good quality. The portfolio may also invest in fixed-income securities and convertible securities.	Alliance Capital Management, L.P.
	Premier Growth Portfolio — Class B	Seeks growth of capital by investing predominantly in the equity securities of a limited number of large, carefully selected, high quality U.S. companies judged likely to achieve superior earnings.	Alliance Capital Management, L.P.
	Technology Portfolio — Class B	Seeks growth of capital. Current income is incidental to the Portfolio’s objective.	Alliance Capital Management, L.P.

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	Portfolio	Investment Objective	Adviser (and Sub-Adviser(s), as applicable)
EATON VANCE VARIABLE TRUST	VT Floating-Rate Income Fund	Seeks to provide a high level of current income by investing primarily in senior floating rate loans.	Eaton Vance Management
	VT Worldwide Health Sciences Fund	Seeks long-term capital growth by investing in a global and diversified portfolio of health sciences companies.	OrbiMed Advisers, Inc.
FEDERATED INSURANCE SERIES	Federated High Income Bond Fund II — Service Shares	Seeks high current income. Seeks to achieve its objective by investing primarily in a diversified portfolio of professionally managed fixed-income securities. The fixed-income securities in which the portfolio intends to invest are lower-rated corporate debt obligations, commonly referred to as “junk bonds.” The risks of these securities and their high yield potential are described in the prospectus for the Federated Insurance Series, which should be read carefully before investing.	Federated Investment Management Company
	Federated International Small Company Fund II	Seeks to provide long-term growth of capital. The portfolio pursues this objective by investing at least 65% of its assets in equity securities of foreign companies that have a market capitalization at the time of purchase of $1.5 billion or less.	Federated Global Investment Management Corp.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND (“VIP”)	VIP Equity-Income Portfolio — Service Class 2	Seeks reasonable income and will consider the potential for capital appreciation. The portfolio also seeks a yield, which exceeds the composite yield on the securities comprising the S&P 500 by investing primarily in income-producing equity securities and by investing in domestic and foreign issuers.	Fidelity Management & Research Company; (subadvised by FMR Co., Inc.)
	VIP Growth Portfolio — Service Class 2	Seeks capital appreciation by investing primarily in common stocks of companies believed to have above-average growth potential.	Fidelity Management & Research Company; (subadvised by FMR Co., Inc.)

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	Portfolio	Investment Objective	Adviser (and Sub-Adviser(s), as applicable)
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II (“VIP II”)	VIP II Contrafund® Portfolio — Service Class 2	Seeks long-term capital appreciation by investing mainly in common stocks and in securities of companies whose value is believed to have not been fully recognized by the public. This portfolio invests in domestic and foreign issuers. This portfolio also invests in “growth” stocks, “value” stocks, or both.	Fidelity Management & Research Company (subadvised by Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Far East) Inc. and Fidelity Investments Japan Limited; FMR Co., Inc.)
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III (“VIP III”)	VIP III Growth & Income Portfolio —  Service Class 2	Seeks high total return through a combination of current income and capital appreciation by investing a majority of assets in common stocks with a focus on those that pay current dividends and show potential for capital appreciation.	Fidelity Management & Research Company (subadvised by Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Far East) Inc. and Fidelity Investments Japan Limited; FMR Co., Inc.)
	VIP III Mid Cap Portfolio — Service Class 2	Seeks long-term growth of capital by investing primarily in common stocks and at least 80% of total assets in securities of companies with medium market capitalizations.	Fidelity Management & Research Company (subadvised by Fidelity Management & Research (U.K.), Inc. and Fidelity Management & Research Far East Inc.)
GE INVESTMENTS FUNDS, INC.	Income Fund	Seeks to provide maximum income consistent with prudent investment management and preservation of capital by investing primarily in a variety of investment-grade debt securities, such as mortgage-backed securities, corporate bonds, U.S. Government securities, and money market instruments.	GE Asset Management Incorporated
	Mid-Cap Value Equity Fund	Seeks to provide long-term growth of capital and future income by investing primarily in equity securities of mid-cap companies that the investment adviser believes are undervalued by the market and have above-average growth potential.	GE Asset Management Incorporated

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Portfolio	Investment Objective	Adviser (and Sub-Adviser(s), as applicable)
Money Market Fund	Seeks to provide a high level of current income consistent with the preservation of capital and maintenance of liquidity by investing in various types of U.S. dollar denominated short-term money market instruments.	GE Asset Management Incorporated
Premier Growth Equity Fund	Seeks to provide long-term growth of capital and future income rather than current income by investing primarily in a limited number of equity securities of large and medium-sized companies that have above-average growth histories and/or growth potential.	GE Asset Management Incorporated
S&P 500® Index Fund1	Seeks to provide growth of capital and accumulation of income that corresponds to the investment return of the Standard & Poor’s 500 Composite Stock Price Index through investment in common stocks comprising that Index.	GE Asset Management Incorporated (subadvised by SSgA Funds Management, Inc.)
Small-Cap Value Equity Fund	Seeks to provide long-term growth of capital by investing primarily in a portfolio of equity securities of small-capitalization companies traded on U.S. securities exchanges or in the U.S. over-the-counter markets. The portfolio defines a small-cap company as one with a market capitalization within the capitalization range of the Russell 2000 Index.	GE Asset Management Incorporated (subadvised by Palisade Capital Management, L.L.C.)
U.S. Equity Fund	Seeks to provide long-term growth of capital through investments primarily in equity securities of U.S. companies.	GE Asset Management Incorporated
Value Equity Fund	Seeks to provide long-term growth of capital and future income by investing primarily in equity securities of companies with large sized market capitalizations that the investment adviser considers to be undervalued by the market.	GE Asset Management Incorporated

  ¹ “Standard & Poor’s,” “S&P,” and “S&P 500” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by GE Asset 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 portfolio or the contract.

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	Portfolio	Investment Objective	Adviser (and Sub-Adviser(s), as applicable)
JANUS ASPEN SERIES	Balanced Portfolio — Service Shares	Seeks long-term capital growth, consistent with preservation of capital and balanced by current income.	Janus Capital Management LLC
	Capital Appreciation Portfolio — Service Shares	A non-diversified2 portfolio that seeks long-term growth of capital.	Janus Capital Management LLC
	International Growth Portfolio — Service Shares	Seeks long-term growth of capital.	Janus Capital Management LLC
MFS® VARIABLE INSURANCE TRUST	MFS® Investors Growth Stock Series — Service Class Shares	Seeks to provide long-term growth of capital and future income rather than current income. The portfolio pursues this objective by investing, at least 80% of its total assets in common stocks and related securities, of companies MFS® believes offer better than average prospects for long-term growth.	Massachusetts Financial Services Company (“MFS®”)
	MFS® Investors Trust Series — Service Class Shares	Seeks to provide long-term growth of capital and secondarily to provide reasonable current income. The portfolio pursues this objective by investing, under normal market conditions, at least 65% of its total net assets in common stocks and related securities. This series will also seek to generate gross income equal to approximately 90% of the dividend yield on the Standard & Poor’s 500 Composite Index.	Massachusetts Financial Services Company (“MFS®”)
	MFS® New Discovery Series — Service Class Shares	Seeks capital appreciation. The portfolio pursues this objective by investing at least 65% of its net assets in equity securities of emerging growth companies.	Massachusetts Financial Services Company (“MFS®”)
	MFS® Utilities Series — Service Class Shares	Seeks capital growth and current income. The portfolio pursues this objective by investing at least 80% of its total assets in equity and debt securities of domestic and foreign companies in the utilities industry.	Massachusetts Financial Services Company (“MFS®”)

  ² A non-diversified portfolio is a portfolio that may hold a larger position in a smaller number of securities than a diversified portfolio. This means that a single security’s increase or decrease in value may have a greater impact on the return and net asset value of a non-diversified portfolio than a diversified portfolio.

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	Portfolio	Investment Objective	Adviser (and Sub-Adviser(s), as applicable)
OPPENHEIMER VARIABLE ACCOUNT FUNDS	Oppenheimer Aggressive Growth Fund/VA — Service Shares	Seeks to achieve capital appreciation by investing mainly in the common stocks of companies in the United States believed by the portfolio’s investment manager, OppenheimerFunds Inc., to have significant growth potential.	OppenheimerFunds, Inc.
	Oppenheimer Capital Appreciation Fund/VA — Service Shares	Seeks capital appreciation from investments in securities of well-known and established companies.	OppenheimerFunds, Inc.
	Oppenheimer Global Securities Fund/VA — Service Shares	Seeks long-term capital appreciation by investing a substantial portion of assets in securities of foreign issuers, “growth-type” companies, cyclical industries and special situations that are considered to have appreciation possibilities. The portfolio invests mainly in common stocks of U.S. and foreign issuers.	OppenheimerFunds, Inc.
	Oppenheimer Main Street Growth & Income Fund/VA — Service Shares	Seeks high total return, which includes growth in the value of its shares as well as current income, from equity and debt securities. The portfolio invests mainly in common stocks of U.S. companies.	OppenheimerFunds, Inc.
	Oppenheimer Main Street Small Cap Fund/VA — Service Shares	Seeks capital appreciation. The portfolio invests mainly in common stocks of small-capitalization U.S. companies.	OppenheimerFunds, Inc.
PIMCO VARIABLE INSURANCE TRUST	High Yield Portfolio — Administrative Class Shares	Seeks to maximize total return, consistent with preservation of capital and prudent investment management. The portfolio primarily invests in higher yielding fixed income securities (also known as “junk bonds”).	Pacific Investment Management Company LLC
	Long-Term U.S. Government Portfolio — Administrative Class Shares	Seeks to maximize total return, consistent with the preservation of capital and prudent investment management. The portfolio primarily invests in long-term maturity fixed income securities.	Pacific Investment Management Company LLC

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	Portfolio	Investment Objective	Adviser (and Sub-Adviser(s),     as applicable)
	Total Return Portfolio — Administrative Class Shares	Seeks to maximize total return consistent with preservation of capital and prudent investment management. The portfolio primarily invests in intermediate maturity fixed income securities.	Pacific Investment Management Company LLC
RYDEX VARIABLE TRUST	OTC Fund3	A non-diversified2 portfolio that seeks to provide investment results that correspond to a benchmark for over-the-counter securities by investing primarily in securities of companies included in NASDAQ 100 Index™.	Rydex Global Advisors
VAN KAMPEN LIFE INVESTMENT TRUST	Comstock Portfolio — Class II Shares	Seeks capital growth and income through investments in equity securities, including common stocks, preferred stocks and securities convertible into common and preferred stocks.	Van Kampen Asset Management Inc.
	Emerging Growth Portfolio — Class II Shares	Seeks capital appreciation.	Van Kampen Asset Management Inc.

  ² A non-diversified portfolio is a portfolio that may hold a larger position in a smaller number of securities than a diversified portfolio. This means that a single security’s increase or decrease in value may have a greater impact on the return and net asset value of a non-diversified portfolio than a diversified portfolio.

  ³ The NASDAQ 100 Index^™ is an unmanaged index that is a widely recognized indicator of OTC Market performance.

We will purchase shares of the portfolios at net asset value and direct them to the appropriate Subaccounts. We will redeem sufficient shares of the appropriate portfolios at net asset value to pay death benefits and surrender or partial withdrawal proceeds, to make income payments, or for other purposes described in the contract. 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 portfolios are not sold directly to the general public. They are sold to us and may be sold to other insurance companies that issue variable annuity contracts 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.

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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 portfolios for additional information.

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 advisers or distributors. These agreements reflect administrative services we provide. The amounts we receive under these agreements may be significant.

We will also receive service share fees from certain of the portfolios. These fees are deducted from portfolio assets attributable to the contracts, and are for the administrative services we provide to those portfolios. In addition, our affiliate, Capital Brokerage Corporation, the principal underwriter for the contracts, may receive 12b-1 fees deducted from certain portfolio assets attributable to the contracts for providing distribution and shareholder support services to some of the portfolios. Because the service share fees and 12b-1 fees are paid out of portfolio assets on an ongoing basis, over time they will increase the cost of an investment in portfolio shares.

CHANGES TO THE SEPARATE ACCOUNT AND THE SUBACCOUNTS We reserve the right, within the law, to make additions, deletions and substitutions for the portfolios of the Funds. We may substitute shares of other portfolios for shares already purchased, or to be purchased in the future, under the contract. 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 contract. In addition, the new portfolios may have higher fees and charges than the ones they replaced, and not all portfolios may be available to all classes of contracts. No substitution or deletion will be made without prior notice to you and before approval of the SEC, in accordance with the 1940 Act.

We also reserve the right to establish additional Subaccounts, 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 Subaccounts if, in our sole discretion, marketing, tax, or investment conditions warrant. We will not eliminate a Subaccount without prior notice to you and before approval of the SEC. Not all Subaccounts may be available to all classes of contracts.

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

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Charges and Other Deductions

We sell the contracts through registered representatives of broker-dealers. These registered representatives are also appointed and licensed as insurance agents of the Company. We pay commission to the broker-dealers for selling the contracts. We intend to recover commissions, marketing, administrative and costs of contract benefits through fees and charges imposed under the contracts. See the “Distribution of the Contracts” provision for more information.

All of the charges described in this section apply to assets allocated to the Separate Account.

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

Ÿ processing applications for and issuing the contracts;

Ÿ maintaining records;

Ÿ administering annuity payouts;

Ÿ furnishing accounting and valuation services (including the calculation and monitoring of daily Subaccount values);

Ÿ reconciling and depositing cash receipts;

Ÿ providing contract confirmations and periodic statements;

Ÿ providing toll-free inquiry services; and

Ÿ furnishing telephone and internet transaction services.

The risks we assume include:

Ÿ the risk that the death benefits will be greater than the Surrender Value;

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

Ÿ the risk that more Owners than expected will qualify for waiver of the surrender charges; and

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

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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 the sales and distribution expenses we actually incur. We may also 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 on total surrenders and partial withdrawals of purchase payments taken within the first four years of receipt, unless you meet an available exception as described below. If a surrender charge is assessed and the withdrawal is a partial withdrawal, the surrender charge will be taken from the amount withdrawn, unless otherwise requested. You pay this charge to compensate us for the losses we experience on contract distribution costs.

We calculate the surrender charge separately for each purchase payment. For purposes of calculating this charge, we assume that you withdraw purchase payments on a first-in, first-out basis. We deduct the surrender charge proportionately from the Subaccounts. The surrender charge is as follows:

Number of Full and Partially Completed Years Since We Received the Purchase Payment	Surrender Charge as a Percentage of the Purchase Payment Partially Withdrawn/Totally Surrendered
0	6%
1	5%
2	4%
3	2%
4 or more	0%

We do not assess the surrender charge on surrenders or partial withdrawals:

Ÿ on free withdrawal amounts (as defined below);

Ÿ taken under Optional Payment Plan 1, Optional Payment Plan 2 (for a period of 5 or more years), or Optional Payment Plan 5;

Ÿ that meet the requirements for waiver;

Ÿ taken upon the death of the Annuitant; or

Ÿ on any amounts representing gain in the contract.

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For purposes of the surrender charge calculation, you may withdraw an amount equal to 10% of your total purchase payments each contract year without a surrender charge (the “free withdrawal amount”). The amount eligible for free withdrawal is calculated at the time the request for withdrawal is submitted to the Service Center. We will deduct amounts surrendered first from purchase payments in the contract and then from any gain earned. The free withdrawal amount is not cumulative from contract year to contract year. Free amounts not taken during any given contract year cannot be taken as free amounts in a subsequent contract year. (For tax purposes, a surrender is usually treated as a withdrawal of earnings first.)

Further, we will waive the surrender charge if you annuitize the contract 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, or Optional Payment Plan 5 (Joint Life and Survivor Income). See the “Optional Payment Plans” provision.

We also will waive surrender charges arising from a surrender occurring before income payments begin if, at the time we receive the surrender request, we have received due proof that the Annuitant has a qualifying terminal illness, or has a qualifying confinement to a state licensed or legally operated hospital or inpatient nursing facility for a minimum period as set forth in the contract (provided the confinement began, or the illness was diagnosed, at least one year after the Contract Date). If you surrender the contract under the terminal illness waiver, please remember that we will pay your Contract Value, which could be less than the death benefit otherwise available. The terms and conditions of the waivers are set forth in your contract.

CONTRACT CHARGES

MORTALITY AND
EXPENSE RISK CHARGE/ADMINISTRATIVE EXPENSE CHARGE For all Contracts issued, we deduct from the Separate Account an amount, computed daily, at an annual rate of 1.70% of your daily net assets of the Separate Account. The charge consists of a mortality and expense risk charge at an effective annual rate of 1.55% and an administrative expense charge at an effective annual rate of 0.15%. The deductions from the Separate Account are reflected in your Contract Value.

CHARGES FOR THE
OPTIONAL DEATH  BENEFIT If you elect the Optional Death Benefit, we charge you for related expenses. We deduct these charges against the assets in the Separate Account at each contract anniversary after the first 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 optional death benefit charge among the Subaccounts in the same proportion that your assets in each Subaccount bear to your total assets in all Subaccounts at the

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time we take the charge. At full surrender, we will charge you a pro-rata portion of the annual charge. This charge is equal to 0.10% of the assets in the Separate Account at the time of the deduction.

OTHER CHARGES
AND DEDUCTIONS Each portfolio incurs certain fees and expenses. To pay for these expenses, the portfolio makes deductions from its assets. The deductions are described more fully in each portfolio’s prospectus.

In addition, we reserve the right to impose a charge of up to $10 per transfer after the first transfer in a calendar month. This charge is at our cost with no profit to us.

DEDUCTIONS FOR
PREMIUM TAX We will deduct charges for any premium tax or other tax levied by any governmental entity from purchase payments or Contract Value when the premium tax is incurred or when we pay proceeds under the contract (proceeds include surrenders, partial withdrawals, income payments and death benefit payments).

The applicable premium tax rates that states and other governmental entities impose on the purchase of an annuity are subject to change by legislation, by administrative interpretation or by judicial action. The premium tax generally depends upon the law of your state of residence. The tax generally ranges from 0.0% to 3.5%.

ADDITIONAL
INFORMATION We may reduce or eliminate the administrative expense and/or surrender charges described previously for any particular contract. 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 when establishing the 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 contract costs and expenses.

We will state the exact amount of administrative expense and surrender charges applicable to a particular contract in that contract.

We may also reduce charges and/or deductions for sales of the contracts to registered representatives who sell the contracts to the extent we realize savings of distribution and administrative expenses. In addition, we may sell the contracts with lower or no

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charges to a person who is an officer, director or employee of the Company or of certain affiliates, distributors, or service providers of ours. Any such reduction in charges and/or deductions will be consistent with the standards we use in determining the reduction in charges and/or deductions for other group arrangements.

The contract is an individual flexible premium variable deferred annuity contract. Your rights and benefits are described below and in the contract.

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The Contract

PURCHASE OF THE CONTRACT If you wish to purchase a contract, 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 contract. We then send the contract to you through your sales representative. See the “Distribution of the Contracts” provision.

If we receive a completed application and all other information necessary for processing a purchase order, we will apply your initial purchase payment no later than two business days after we receive the order. While attempting to finish an incomplete application, we may hold your initial purchase payment for no more than five business days. If the incomplete application cannot be completed within five days, we will inform you of the reasons, and will return your purchase 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 purchase payment within two business days. We apply any additional purchase payments as the Valuation Day we receive them.

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

This contract may be used with certain tax qualified retirement plans. The contract includes attributes such as tax deferral on accumulated earnings. Qualified retirement plans provide their own tax deferral benefit; the purchase of this contract does not provide additional tax deferral benefits beyond those provided in the qualified plan. Accordingly, if you are purchasing this contract through a qualified plan, you should consider purchasing this contract for its death benefit, income benefits and other non-tax-related benefits. Please consult a tax advisor for information specific to your circumstances in order to determine whether the contract is an appropriate investment for you.

Purchasing the Contract Through a Tax-Free “Section 1035” Exchange.    Section 1035 of the Code generally permits you to exchange one annuity contract for another in a “tax-free exchange.” Therefore, you can use the proceeds from another annuity contract to make purchase payments for this contract. Before making an exchange to acquire this contract, you should carefully compare this contract to your current contract. You may have to pay a surrender charge under your current contract to exchange it for this contract and this contract has its own surrender charges which would apply to you. The other fees and charges under this contract may be higher (or lower), and the benefits may be different, than those of your current contract. In

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addition, you may have to pay federal income and penalty taxes on the exchange if it does not qualify for Section 1035 treatment. You should not exchange another contract for this contract unless you determine, after evaluating all of the facts, that the exchange is in your best interest. Please note that the person who sells you this contract generally will earn a commission.

OWNERSHIP As owner, you have all rights under the contract, subject to the rights of any irrevocable beneficiary. You may only name your spouse as joint owner. Joint owners have equal undivided interests in their contract. That means that each may exercise any ownership rights on behalf of the other except ownership changes. Joint owners also have the right of survivorship. This means if a joint owner dies, his or her interest in the contract passes to the surviving owner. You must have our approval to add a joint owner after we issue the contract. We may require additional information if joint ownership is requested after the contract is issued.

During the Annuitant’s life, you can change any non-natural owner to another non-natural owner.

Before the Annuity Commencement Date, you may change:

Ÿ your Annuity Commencement Date to any date at least ten years after your last purchase payment (however, the Annuity Commencement Date cannot be a date later than the contract anniversary following the younger Annuitant’s 90th birthday, unless we approve a later date);

Ÿ your optional payment plan;

Ÿ the allocation of your investment among the Subaccounts; and

Ÿ the owner, joint owner, primary beneficiary, and contingent beneficiary upon written notice to our Service Center at the address on page 1 of this prospectus, provided you reserved this right and the Annuitant(s) is living. If you change a beneficiary, your annuity payment plan selection will no longer be in effect unless you request that it continue.

Neither the Annuitant nor the Joint Annuitant can be changed.

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.

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ASSIGNMENT An owner of a Non-Qualified Contract may assign some or all of his or her rights under the contract. An assignment must occur before the Annuity Commencement Date and while the Annuitant is still living. Once proper notice of the assignment is recorded by our Service Center, the assignment will become effective as of the date the written request was signed.

Qualified Contracts, IRAs and Tax Sheltered Annuities may not be assigned, pledged or otherwise transferred except where allowed by law.

We are not responsible for the validity or tax consequences of any assignment. We are not liable for any payment or settlement made before the assignment is recorded. Assignments will not be recorded until our Service Center receives sufficient direction from the Owner and the assignee regarding the proper allocation of contract rights.

Amounts pledged or assigned will be treated as distributions and will be included in gross income to the extent that the cash value exceeds the investment in the contract for the taxable year in which it was pledged or assigned. Amounts assigned may be subject to a tax penalty equal to 10% of the amount included in gross income.

Assignment of the entire Contract Value may cause the portion of the contract exceeding the total investment in the contract and previously taxed amounts to be included in gross income for federal income tax purposes each year that the assignment is in effect.

PURCHASE
PAYMENTS You may make purchase payments at any frequency and in the amount you select, subject to certain limitations. You must obtain our approval before you make total purchase payments for an Annuitant age 79 or younger that exceed $2,000,000. If any 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 at any time prior to the Annuity Commencement Date, the surrender of the contract, or the death of the owner (or joint owner, if applicable), whichever comes first. We reserve the right to refuse to accept a purchase payment for any lawful reason and in a manner that does not unfairly discriminate against similarly situated purchasers.

The minimum initial purchase payment is $10,000 (or $2,000 if your contract is an IRA contract). We may accept a lower initial purchase payment in the case of certain group sales. Each additional purchase payment must be at least $500 for Non-Qualified Contracts ($200 in the case of certain bank drafts), $50 for IRA contracts and $100 for other Qualified Contracts.

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

ALLOCATION OF
PURCHASE
PAYMENTS We place net purchase payments into the Subaccounts, each of which invests in shares of a corresponding portfolio, according to your instructions. You may allocate purchase payments to up to 10 Subaccounts at any one time.

The percentage of any purchase payment which you can put into any one Subaccount must equal a whole percentage and not less than $100.

Upon allocation to the appropriate Subaccounts, we convert net purchase payments into Accumulation Units. We determine the number of Accumulation Units credited by dividing the amount allocated to each Subaccount by the value of an Accumulation Unit for that Subaccount on the Valuation Day on which we receive any additional purchase payment at our Service Center. 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 purchase payments at any time, without charge, by sending us acceptable notice in writing to our Service Center or over the phone by calling the telephone number listed on page 1. The new allocation will apply to any purchase payments made after we receive notice of the change.

VALUATION OF ACCUMULATION
UNITS Partial withdrawals, surrender and/or payment of the death benefit all result in the cancellation of an appropriate number of Accumulation Units. We cancel Accumulation Units as of the end of the Valuation Period in which we receive notice or instructions with regard to the partial withdrawal, surrender or payment of a death benefit. The Accumulation Unit value at the end of every Valuation Day equals the Accumulation Unit value at the end of the preceding Valuation Day multiplied by the net investment factor (described below). We arbitrarily set the Accumulation Unit value at the inception of the Subaccount at $10.00. On any Valuation Day, we determine your Subaccount value by multiplying the number of Accumulation Units attributable to your contract by the Accumulation Unit value for that day.

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The value of an Accumulation Unit may increase or decrease based on the net investment factor. Changes in the net investment factor may not be directly proportional to changes in the net asset value of the portfolios because of the deduction of Separate Account charges. Though the number of Accumulation Units  will not change as a result of investment experience, the value of an Accumulation Unit may increase or decrease from Valuation Period to Valuation Period.

The net investment factor is an index used to measure the investment performance of a Subaccount from one Valuation Period to the next. The net investment factor for any Subaccount for any Valuation Period reflects the change in the net asset value per share of the portfolio held in the Subaccount from one Valuation Period to the next, adjusted for the daily deduction of the mortality and expense risk charges and administrative expense charge from assets in the Subaccount. 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 Subaccount.

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Transfers

TRANSFERS  
BEFORE THE
ANNUITY
COMMENCEMENT
DATE You may transfer all or a portion of your assets among the Subaccounts of the Separate Account on any Valuation Day prior to the Annuity Commencement Date, subject to certain conditions. We process transfers among the Subaccounts as of the end of the Valuation Period that we receive the transfer request at our Service Center. There may be limitations placed on multiple transfer requests made at different times during the same Valuation Period involving the same Subaccounts. We may postpone transfers among the Subaccounts under certain circumstances. See the “Requesting Payments” provision.

TRANSFERS  
AMONG
THE  
SUBACCOUNTS You may submit 12 Subaccount transfers each calendar year by U.S. Mail, voice response, internet, telephone or facsimile. Once such 12 Subaccount transfers have been executed a letter will be sent to you notifying you that you may submit additional transfers only in writing by U.S. Mail. Transfer requests sent by same day mail, courier service, internet, telephone or facsimile will not be accepted. If you wish to cancel a written Subaccount transfer, you must also cancel it in writing by U.S. Mail or by overnight delivery service. We will process the cancellation request as of the Valuation Day the cancellation request is received at our Service Center. The restrictions listed above do not apply to any transfers made among the Subaccounts pursuant to a dollar cost averaging program or portfolio rebalancing program.

Currently, we do not charge for transfers. However, we reserve the right to assess a charge of up to $10 per transfer for each transfer after the first in a calendar month.

The minimum transfer amount is $100 or the entire balance in the Subaccount 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 if:

(1) any Subaccount that would be affected by the transfer is unable to purchase or redeem shares of the portfolio in which the Subaccount invests;

(2) the transfer is a result of more than one trade involving the same Subaccount within a 30-day period; or

(3) the transfer would adversely affect Accumulation Unit values.

We also may not honor transfers made by third parties. (See the “Transfers by Third Parties” provision).

If your transfer request is not processed, you will be sent a letter notifying you that your transfer request was not honored. If we do not honor your transfer request, we will not count that request as a transfer for purposes of the 12 transfers allowed each calendar

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year as described in the previous paragraphs. If you still wish to transfer assets to a specified Subaccount, you must contact our Service Center in accordance with the first paragraph of this section.

When thinking about a transfer of assets, 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.

TELEPHONE/  
INTERNET
TRANSACTIONS You may make your first 12 transfers among the Subaccounts by calling or electronically contacting us provided we receive written authorization from you at our Service Center to execute such transactions prior to your request. Transactions that can be conducted over the telephone and internet include, but are not necessarily limited to:

(1) the first 12 transfers of assets among the Subaccounts in any calendar year (this includes any changes in purchase payment allocations when such changes include a transfer of assets);

(2) dollar-cost averaging; and

(3) portfolio rebalancing.

We will employ reasonable procedures to confirm that instructions we receive are genuine. Such procedures may include, among others:

Ÿ requiring you or a third party you authorized to provide some form of personal identification before we act on the telephone/internet instructions;

Ÿ confirming the telephone/internet transaction in writing to you or a third party you authorized; and/or

Ÿ tape recording telephone instructions or retaining a record of your electronic request.

We reserve the right to limit or prohibit telephone and internet transactions. To request a telephone transaction, please call us at 1-800-313-5282. To request an electronic transaction, please access our Universal Resource Locator (“URL”) at http://www.GEFinancialService.com.

CONFIRMATION OF TRANSACTIONS We will not be liable for following instructions that we reasonably determine to be genuine. We will send you a confirmation of any transfer we process. You are responsible for verifying the accuracy of the transfer confirmation and notifying us of any errors within 30 days of receiving the confirmation statement.

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SPECIAL NOTE ON RELIABILITY Please note that the internet or our telephone system may not always be available. Any computer or telephone system, whether it is yours, your service provider’s, or your registered representative’s, can experience unscheduled outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you can make your transaction request by writing our Service Center.

TRANSFERS BY
THIRD PARTIES As a general rule and as a convenience to you, we allow the use of transfers by third parties whereby you give third parties the right to conduct transfers on your behalf. However, when the same third party possesses this ability on behalf of many owners, the result can be simultaneous transfers involving large amounts of assets. Such transfers can disrupt the orderly management of the portfolios underlying the contract, 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 beneficial shareholders of the portfolios underlying the contracts, and the management of the portfolios share this position. Therefore, as described in your contract, we may limit or disallow transfers made by a third party.

DOLLAR-COST
AVERAGING Dollar-cost averaging permits you to systematically transfer on a monthly or quarterly basis a set dollar amount from the Subaccount investing in the GE Investments Funds, Inc. — Money Market Fund to any combination of other available Subaccounts (as long as the total number of Subaccounts used does not exceed the maximum number allowed under the contract). 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:

(1) electing it on your application; or

(2) by contacting an authorized sales representative; or

(3) by calling our Service Center at 1-800-313-5282.

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You must complete the dollar-cost averaging agreement prior to participating in the program. To use the program, you must transfer at least $100 from the Subaccount investing in the GE Investments Funds, Inc. — Money Market Fund with each transfer.

The dollar-cost averaging program will begin 30 days after we receive your instructions and any necessary purchase payment unless we allow an earlier date. We will discontinue your participation in the dollar-cost averaging program:

Ÿ on the business day we receive your written or telephoned (assuming we have your telephone authorization form on file) request to discontinue the program; or

Ÿ when the value of the Subaccount investing in the GE Investments Funds, Inc. — Money Market Fund from which transfers are being made is depleted.

There is no additional charge for dollar-cost averaging. A transfer under this program is not a transfer for purposes of assessing a transfer charge or calculating the maximum number of transfers we may allow in a calendar year.

We may, from time to time, offer various dollar-cost averaging programs, including 3, 6 and 12-month dollar-cost averaging programs. We reserve the right to discontinue offering such programs or to modify such programs at any time and for any reason. We also reserve the right to prohibit simultaneous dollar-cost averaging and systematic withdrawals.

Contract owners considering participating in a dollar-cost averaging program should call 1-800-313-5282 or an authorized sales representative to verify the availability of dollar-cost averaging.

PORTFOLIO
REBALANCING
PROGRAM Once you have allocated your money among the Subaccounts, the performance of each Subaccount may cause your allocation to shift. You may instruct us to automatically rebalance (on a quarterly, semi-annual or annual basis) your assets among the Subaccounts to return to the percentages specified in your allocation instructions. 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 or telephone instructions to our 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

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for purposes of assessing a transfer charge or calculating the maximum number of transfers permitted in a calendar year. We reserve the right to discontinue offering or to modify the portfolio rebalancing program at any time and for any reason. We also reserve the right to exclude Subaccounts from the portfolio rebalancing program. Portfolio rebalancing does not guarantee a profit or protect against a loss.

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Surrenders and Partial Withdrawals

SURRENDERS AND
PARTIAL
WITHDRAWALS We will allow the surrender of your contract or a partial withdrawal of a portion of your Contract Value at any time before the Annuity Commencement Date upon your written request, subject to the conditions discussed below.

We will not permit a partial withdrawal that is less than $100 or a partial withdrawal that would reduce your Contract Value to less than $5,000. If your partial withdrawal request would reduce your Contract Value to less than $5,000, we will surrender your contract in full. Different limits and other restrictions may apply to qualified retirement plans.

The amount payable on full surrender of the contract is the Surrender Value at the end of the Valuation Period during which we receive the request. The Surrender Value equals:

(1) your Contract Value on the day we receive a request for surrender; less

(2) any applicable surrender charge; less

(3) any applicable premium tax.

We may pay the Surrender Value in a lump sum or under one of the optional payment plans specified in the contract, based on your instructions.

If you are taking a partial withdrawal, you may indicate, in writing or by calling our Service Center, from which Subaccounts we are to take your partial withdrawal. If you do not so specify, we will deduct the amount of the partial withdrawal from the Subaccounts on a pro-rata basis in proportion to the assets allocated to the Separate Account. When taking a partial withdrawal, any applicable surrender charge will be taken from the amount withdrawn unless otherwise requested.

Please remember that a partial withdrawal may reduce your death benefit by the proportion that the partial withdrawal (including any applicable surrender charges and premium tax) reduces your Contract Value.

Partial withdrawals may also be subject to income tax and, if taken prior to age 59 ¹/2, an additional 10% Federal penalty tax. See “The Death Benefit” and “Federal Tax Matters” provisions.

SYSTEMATIC
WITHDRAWALS The systematic withdrawal program allows you to take systematic withdrawals of a specified amount (in equal installments of at least $100) on a monthly, quarterly, semi- annual or annual basis. Your payments can begin at any time after 30 days from the date your contract is issued (unless we allow an earlier date). To participate in the

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program, your Contract Value initially must be at least $10,000 and you must complete our systematic withdrawal form. You can obtain the form from an authorized sales representative or our Service Center.

Your systematic withdrawals in a contract year may not exceed the amount which is not subject to a surrender charge. (See the “Surrender Charge” provision.) We will deduct the systematic withdrawal amounts first from any purchase payments in the contract and then from any gain earned. You may provide specific instructions as to which Subaccounts 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 Subaccounts in which you have an interest. We will advise you if your assets in the Subaccounts are not sufficient to accomplish the withdrawal.

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

(1) you may request only one such change in a calendar quarter; and

(2) 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 maximum amount.

A systematic withdrawal program will terminate automatically when a systematic withdrawal would cause the remaining Contract Value to be less than $5,000. If a systematic withdrawal would cause the Contract Value to be less than $5,000, then we will not process that systematic withdrawal transaction. You may discontinue systematic withdrawals at any time by notifying us in writing at our Service Center or by calling the telephone number listed on page 1 of this prospectus. You may request that we pay any remaining payments in a lump sum.

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.

Both partial withdrawals at your specific request and withdrawals under a systematic withdrawal program will count toward the limit of the free amount that you may withdraw in any contract year under the free withdrawal privilege. (See the “Surrender Charge” provision.)

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Your systematic withdrawal amount may be affected if you take any additional partial withdrawals.

We reserve the right to prohibit participation in systematic withdrawals and dollar-cost averaging at the same time. We also reserve the right to discontinue and/or modify the systematic withdrawal program upon 30 days written notice to Owners.

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The Death Benefit

DEATH BENEFIT AT
DEATH OF ANY
ANNUITANT BEFORE ANNUITY COMMENCEMENT
DATE If any Annuitant dies before income payments begin, regardless of whether the Annuitant is also an owner or joint owner of the contract, the amount of proceeds available is the death benefit. Upon receipt of due proof of an Annuitant’s death at our Service Center (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), and any other required forms, we will calculate the death benefit. We will treat the death benefit in accordance with your instructions, subject to distribution rules and termination of contract provisions described elsewhere.

BASIC DEATH
BENEFIT The Basic Death Benefit equals the greater of:

(a) purchase payments adjusted for any previous withdrawals taken and any premium tax; and

(b) the Contract Value as of the date we receive due proof of death of any Annuitant.

OPTIONAL DEATH
BENEFIT The Optional Death Benefit rider must be elected at the time of application. Once elected, the Optional Death Benefit will remain in effect while your contract is in force until income payments begin or the death benefit option is terminated. The Optional Death Benefit may be terminated any time while the contract is in force and before income payments begin. The termination will be effective as of your next contract anniversary date following the date of receipt of your request to terminate the rider at our Service Center, provided that we receive your request to terminate the rider(s) within 30 days prior to your next contract anniversary date.

The Optional Death Benefit coordinates with the basic death benefit and adds an extra feature. Under the Optional Death Benefit, the amount payable as of the date we receive due proof of death and any other required forms at our Service Center will be the greater of:

Ÿ the Basic Death Benefit; and

Ÿ the minimum death benefit as described below.

The minimum death benefit varies based on the age of the Annuitant(s) at issue and at death.

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If the Annuitant is, or if there is a Joint Annuitant, both the Annuitant and the Joint Annuitant are, age 80 or younger at issue, the minimum death benefit is equal to the greatest sum of (1) and (2), where:

(1) is the Contract Value as of any contract anniversary up to and including the later of the fifth contract anniversary or the contract anniversary next

following or coincident with the 80th birthday of the older of any Annuitant; and

(2) is any purchase payments the Owner made since that contract anniversary adjusted for any withdrawals and any applicable premium tax.

If any Annuitant is older than age 80 at issue, the minimum death benefit is equal to the greatest sum of (1) and (2), where:

(1) is the Contract Value as of any contract anniversary up to and including the contract anniversary next following or coincident with the 85th birthday of the older of any Annuitant; and

(2) is any purchase payments made since that contract anniversary adjusted for any withdrawals and any applicable premium tax.

Under both age scenarios, a withdrawal reduces the minimum death benefit proportionally by the same percentage that the withdrawal (including applicable surrender charges) reduces your Contract Value.

The Optional Death Benefit may not be available in all markets. In addition, to be eligible for this rider, neither the Annuitant nor Joint Annuitant (if applicable) may be older than age 84 at the time of issue, unless we approve a different age.

WHEN WE CALCULATE
THE DEATH BENEFIT We will calculate the Basic Death Benefit and the Optional Death Benefit on the date we receive due proof of death and any other required forms at our Service Center. Until we receive complete written instructions satisfactory to us from the beneficiary, the assets will remain allocated in the Subaccount according to your last instructions. This means that the death benefit will fluctuate with the performance of the Subaccounts in which you are invested.

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DEATH OF AN OWNER OR JOINT OWNER BEFORE THE ANNUITY COMMENCEMENT DATE In certain circumstances, Federal tax law requires that distributions be made under this contract upon the first death of: Ÿ  anowner or joint owner, or Ÿ  theAnnuitant, 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 contract upon death.

At the death of any owner (or Annuitant, if the 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 owner;

(2) Primary beneficiary;

(3) Contingent beneficiary; or

(4) Owner’s estate.

We then will treat the designated beneficiary as the sole owner of the contract. 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 contract is owned by a non-natural entity).

Ÿ Spouses — If the designated beneficiary is the surviving spouse of the deceased, we will continue the contract in force with the surviving spouse as the new owner. If the deceased person was the Annuitant, the surviving spouse will automatically become the new sole Annuitant. At the death of the surviving spouse, this provision may not be used again, even if the surviving spouse remarries. In such case, the entire interest in the contract will be paid within 5 years of such spouse’s death to the beneficiary named by the surviving spouse. If no beneficiary is named, such payment will be made to the surviving spouse’s estate. The amount payable will be equal to the death benefit on the date we receive due proof of the Annuitant’s death (including any required forms). Any increase in the Contract Value will be allocated to the Subaccounts using the purchase payment allocation in effect at that time. Any death benefit payable subsequently (at the death of the new Annuitant) will be calculated as if the

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spouse had purchased a contract for the new Contract Value on the date we received due proof of death (including any required forms). The death benefit will be based on the new Annuitant’s age on the original Contract Date rather than the age of the previously deceased Annuitant. All other provisions will continue as if the surviving spouse had purchased the contract on the original Contract Date.

Ÿ Non-Spouses — If the designated beneficiary is not the surviving spouse of the deceased person, this contract cannot be continued in force indefinitely. Instead, upon the death of any Owner (or Annuitant, if the 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 including any required forms (see the “Requesting Payments Provision”).

(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 pay the Surrender Value within 5 years of the date of death. Due proof of death must be provided within 90 days of the date of death. We will not accept any purchase payments after the non-spouse’s death. If the designated beneficiary dies before the entire Surrender Value has been distributed, we will pay in a lump sum payment 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 contract will terminate upon payment of the entire Surrender Value. Under payment choice 3, this contract will terminate when we apply the Surrender Value to provide a monthly income benefit.

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Amount of the proceeds:    The proceeds we pay will vary, in part, based on the person who dies, as shown below:

Person who died	Amount of Proceeds Paid
Owner or Joint Owner (who is not an Annuitant)	Surrender Value
Owner or Joint Owner (who is an Annuitant)	Death Benefit
Annuitant	Death Benefit

Upon receipt of due proof of death, including any required forms, the designated beneficiary will instruct us how to treat the proceeds subject to the distribution rules discussed above.

DEATH OF OWNER, JOINT OWNER, OR ANNUITANT AFTER INCOME PAYMENTS
BEGIN After the Annuity Commencement Date (including after income payments begin), if an owner, joint owner, Annuitant or designated beneficiary dies while the contract is in force, payments that are already being made under the contract will be made at least as rapidly as under the method of distribution in effect at the time of such death, notwithstanding any other provision in the contract.

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Income Payments

The Annuity Commencement Date is the date income payments begin, provided the Annuitant is still living on that date. The Annuity Commencement Date may be changed up until the time income payments begin. The Annuity Commencement Date cannot be a date later than the contract anniversary on which the Annuitant reaches age 90, unless we approve a later date. To change the Annuity Commencement Date, send a written notice to our Service Center before the Annuity Commencement Date then in effect. We reserve the right to establish a maximum Annuity Commencement Date. If you change the Annuity Commencement Date, Annuity Commencement Date will then mean the new Annuity Commencement Date you selected. Contracts issued to 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 Annuity Commencement Date provided the Annuitant(s) is still living. We will pay the monthly income benefit in the form of a Life Income with 10 Years Certain plan or a Joint Life and Survivor Income with 10 Years Certain plan with variable income payments, using the gender (where appropriate) and settlement age of the Annuitant(s) instead of the payee, unless you make another election. As described in your contract, the settlement age may be less than the Annuitant’s age. This means that payments may be lower than they would have been without the adjustment. You may also choose to receive the Annuity Commencement value (that is, the Surrender Value of your contract on the date immediately preceding the Annuity Commencement Date) in one lump sum (in which case we will cancel the contract) (see the “Requesting Payments” provision in this prospectus).

Payments will continue for the life of the Annuitant under the Life Income with 10 Years Certain plan, if the Annuitant lives longer than 10 years. If the Annuitant dies before the end of 10 years, we will discount the remaining payments for the 10-year period at the same rate used to calculate the monthly income payment. If the remaining payments are variable income payments, the amount of each payment to be discounted will be assumed to be equal to the value of the payment on the date we receive due proof of death. We will pay this discounted amount in a lump sum.

Payments will continue for the life of the Surviving Annuitant under the Joint Life and Survivor Income with 10 Years Certain plan, if any Annuitant lives longer than 10 years. If both Annuitants die before the end of 10 years, the remaining payments for the 10-year period will be discounted at the same rate used to calculate the monthly income payment. If the remaining payments are variable income payments, the amount of each payment to be discounted will be assumed to be equal to the value of the payment on the date we receive due proof of death. We will pay this discounted amount in one sum.

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The contract 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.

If you elect fixed income payments, the guaranteed amount payable will be computed using 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, the dollar amount of the first variable income payment will depend on the annuity purchase rates described in your contract for the optional payment plan you choose. These rates vary based on the Annuitant’s settlement age and if applicable, gender, and if applicable, upon the settlement age and gender of a second person you designate. Under such tables, the longer the life expectancy of the Annuitant or the longer the period for which we guarantee to make payments under the option, the smaller the amount the first variable income payment will be. After your first income payment, the dollar amount of your income payments will vary based on the investment performance of the Subaccount(s) you invest in and the contract’s assumed interest rate.

The assumed interest rate is an assumption we make regarding the investment performance of the portfolio(s) you select. This rate is simply the total return, after expenses, you need 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 Subaccounts, measured between the day that the last payment was made and the day on which we are calculating the new payment, 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 Subaccounts, measured between the day that the last payment was made and the day on which we are calculating the new payment, is greater than 3%, then the dollar amount of your income payment will increase.

We will make annuity payments monthly unless you elect to receive payments quarterly, semi-annually or annually. 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 $100, we reserve the right to reduce the frequency of payments to an interval that would result in each payment being at least $100. If the annual payment payable at maturity is less than $20, we will pay the Surrender Value of your contract on the date immediately preceding the Annuity Commencement Date in a lump sum. Upon making such a payment, we will have no future obligation under the contract.

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The amount of your income payments will depend on four things:

(1) your Contract Value on the Annuity Commencement Date;

(2) the settlement age on the Annuity Commencement Date and if applicable, the gender of the Annuitant(s);

(3) the specific payment plan you choose; and

(4) if you elect variable income payments, the investment performance of the Subaccounts selected.

As provided in your contract, we may adjust the age used to determine income payments, and we may deduct premium taxes from your payments.

OPTIONAL
PAYMENT PLANS Plan 1 — Life Income with Period Certain.    This option guarantees monthly payments for the lifetime of the payee with a minimum number of years of payments. 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 made annually, semi-annually, 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 Amount.    This option provides periodic payments of a definite amount to be paid. Payments can be annually, semi-annually, 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 annually, semi-annually, quarterly, or monthly. If the payee dies, we will pay the amount of remaining proceeds

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and any earned but unpaid interest in one sum to the payee’s estate unless otherwise provided. This plan is not available to contracts issued as Qualified Contracts.

Plan 5 — Joint Life and Survivor Income.    This option provides for monthly payments to be made 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.

Fixed income payments, if selected, will begin on the date we receive due proof of the Annuitant’s death, on surrender, or on the contract’s Annuity Commencement 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.

If any payee is not a natural person, our consent must be obtained before selecting an optional payment plan.

VARIABLE  Variable income payments will be determined using:

INCOME  PAYMENTS 

(1) the Surrender Value of the contract on the date immediately preceding the Annuity Commencement Date);

(2) the annuity tables contained in the contract including the settlement age table;

(3) the optional payment plan selected; and

(4) the investment performance of the portfolios selected.

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

(1) determining the dollar amount of the first income payment; then

(2) allocating that amount to the Subaccounts in accordance with your instructions; then

(3) determining the number of Annuity Units for each Subaccount by dividing the amount allocated by the Annuity Unit value seven days before the income payment is due; and then

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(4) calculating the value of the Annuity Units for each Subaccount seven days before the income payment is due for each income payment thereafter.

To calculate your variable income payments, we need to make an assumption regarding the investment performance of the portfolios 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 Subaccounts 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 Subaccounts is greater than 3%, then the dollar amount of your income payments will increase.

TRANSFERS
AFTER THE  ANNUITY COMMENCEMENT DATE If Variable Income Payments are being made, you may transfer Annuity Units among Subaccounts by sending a request to us at our Service Center. This request must be in writing or in any form acceptable to us. You may make three such transfers in each calendar year. We will not assess a charge on such transfers. The transfer will be effective as of the end of the Valuation Period during which we receive written request at our Service Center. We reserve the right to refuse to execute any transfer if any of the Subaccounts that would be affected by the transfer is unable to purchase or redeem shares of the portfolio in which the Subaccount invests or if the transfer would adversely affect Annuity Unit values. If the number of Annuity Units remaining in a Subaccount after a transfer is less than 1, we will transfer the remaining balance in addition to the amount requested for the transfer. We will not allow a transfer into any Subaccount unless the number of Annuity Units of that Subaccount after the transfer is at least 1. The amount of the income payments as of the date of the transfer will not be affected by the transfer. We will not charge for transfers made after the Annuity Commencement Date.

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Federal Tax Matters

INTRODUCTION This part of the prospectus discusses the Federal income tax treatment of the contract. The Federal income tax treatment of the contract 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 contract. This discussion also does not address other Federal tax consequences, or state or local tax consequences, associated with a contract. As a result, you should always consult a tax advisor about the application of tax rules to your individual situation.

TAXATION OF  NON-QUALIFIED CONTRACTS This part of the discussion describes some of the Federal income tax rules applicable to Non-Qualified Contracts. A Non-Qualified Contract is a contract 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 Contract Value until there is a distribution from the contract. However, certain requirements must be satisfied in order for this general rule to apply. Such requirements may include that:

Ÿ an individual must own the contract (or the tax law must treat the contract as owned by an individual);

Ÿ the investments of the Separate Account must be “adequately diversified” in accordance with Internal Revenue Service (“IRS”) regulations;

Ÿ the owner’s right to choose particular investments for a contract must be limited; and

Ÿ the contract’s Annuity Commencement Date must not occur near the end of the Annuitant’s life expectancy.

This part of the prospectus discusses each of these requirements.

Contracts Not Owned by an Individual — No Tax Deferral and Loss of Interest Deduction.    As a general rule, the Code does not treat a contract that is owned by an entity (rather than an individual) as an annuity contract for Federal income tax purposes. The entity owning the contract pays tax each year on the excess of the annual increase in Contract Value over the purchase payments paid for the contract. Contracts issued to a corporation or a trust are examples of contracts where the Owner pays current tax on the contract’s earnings.

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

In the case of a contract issued after June 8, 1997 to a taxpayer that is not an individual, or a contract 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 nonnatural owner pays tax on the annual increase in the Contract Value. Entities that are considering purchasing the contract, or entities that will benefit from someone else’s ownership of a contract, should consult a tax advisor.

Investments in the Separate Account Must be Diversified.    For a contract 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, including the assets of each portfolio in which the Separate Account invests, are adequately diversified. If the Separate Account fails to comply with these diversification standards, the owner could be required to pay tax for the year of such failure and each subsequent year on the untaxed income accumulated in the contract.

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 Contract Values.    Federal income tax law limits the Owner’s right to choose particular investments for the contract. 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 assets 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 be 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 they may issue or whether any such limits will apply to existing contracts. We therefore reserve the right to modify the contract 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.

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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 begin at a date that the IRS determines does not satisfy these rules, interest and gains under the contract could be taxable each year as they accrue.

No Guarantees Regarding Tax Treatment.    We make no guarantees regarding the tax treatment of any contract or of any transaction involving a contract. However, the remainder of this discussion assumes that your contract 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 Contract Value until there is a distribution from your contract.

Partial Withdrawals and Surrenders.    A partial withdrawal occurs when you receive less than the total amount of the contract’s Surrender Value. In the case of a partial withdrawal, you will pay tax on the amount you receive to the extent your Contract Value before the partial withdrawal exceeds your “investment in the contract.” (This term is explained below.) This income (and all other income from your contract) is ordinary income. The Code imposes a higher rate of tax on ordinary income than it does on capital gains.

A total surrender occurs when you receive the total amount of the contract’s Surrender Value. In the case of a total 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 purchase payments under the contract, reduced by any amounts you previously received from the contract that you did not include in your income.

Your contract imposes mortality charges relating to the death benefit. It is possible that all or a portion of these charges could be treated as withdrawals from the contract.

In the case of systematic withdrawals, the amount of each withdrawal should be considered a distribution and taxed in the same manner as a partial withdrawal from the contract.

Assignments and Pledges.    The Code treats any assignment or pledge of (or agreement to assign or pledge) any portion of your Contract Value as a withdrawal of such amount or portion.

Gifting a Contract.    If you transfer ownership of your contract — without receiving full and adequate consideration — to a person other than your spouse (or to your former

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spouse incident to divorce), you will pay tax on your Contract 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.

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.” We will notify you annually of the taxable amount of your annuity payout.

Pursuant to the Code, 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.

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 contract 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 contract’s Annuity Commencement Date.

Taxation of Death Benefit if Paid Before the Contract’s Annuity Commencement Date:

Ÿ The death benefit is taxed if received under an annuity payout option in the same manner as annuity payouts.

Ÿ If not received under an annuity payout option, the death benefit is taxed in the same manner as a withdrawal.

Taxation of Death Benefit if Paid After the Contract’s Annuity Commencement Date:

Ÿ If received in accordance with the existing annuity payout option,the death benefit is excludible from income to the extent that it does not exceed the unrecovered “investment in the contract.” All annuity payouts in excess of the unrecovered “investment in the contract” are includible in income.

Ÿ If received in a lump sum, the tax law imposes tax on the death benefits to the extent that it exceeds the unrecovered “investment in the contract.”

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Penalty Taxes Payable on Partial Withdrawals, Surrenders, or Annuity Payouts.    The Code may impose a penalty tax equal to 10% of the amount of any payment from your contract 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:

Ÿ you receive on or after you reach age 59 ¹/2;

Ÿ you receive because you became disabled (as defined in the tax law);

Ÿ are received on or after the death of the owner; or

Ÿ you receive as a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the taxpayer.

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

Special Rules If You Own More Than One Contract.    In certain circumstances, you must combine some or all of the Non-Qualified Contracts you own in order to determine the amount of an annuity payout, a surrender, or a partial withdrawal that you must include in income. For example:

Ÿ If you purchase a contract 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.

Ÿ 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.

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

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

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

SECTION 1035
EXCHANGES Under Section 1035 of the Code, the exchange of one annuity contract for another annuity contract generally is not taxed (unless cash is distributed). To qualify as a nontaxable exchange however, certain conditions must be satisfied, e.g., the obligee(s)

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under the new annuity contract must be the same obligee(s) as under the original contract.

Upon the death of a non-spousal joint owner, the contract provides the surviving joint owner with the option of using the proceeds of this contract to purchase a separate annuity contract with terms and values that are substantially similar to those of this contract. Exercise of this option will not qualify as a tax-free exchange under Section 1035.

QUALIFIED
RETIREMENT  PLANS We also designed the contracts for use in connection with certain types of retirement plans that receive favorable treatment under the Code. Contracts issued to or in connection with retirement plans that receive special tax treatment are called “Qualified Contracts.” We do not currently offer all of the types of Qualified Contracts described, and may not offer them in the future. Prospective purchasers should contact our Service Center to learn the availability of Qualified Contracts 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 contract with the various types of qualified retirement plans. Persons intending to use the contract in connection with a qualified retirement plan should obtain advice from a competent advisor.

Types of Qualified Contracts.    Some of the different types of Qualified Contracts include:

Ÿ Individual Retirement Accounts and Annuities (“Traditional IRAs”)

Ÿ Roth IRAs

Ÿ Simplified Employee Pensions (“SEPs”)

Ÿ Savings Incentive Matched Plan for Employees (“SIMPLE plans,” including “SIMPLE IRAs”)

Ÿ Public school system and tax-exempt organization annuity plans (“403(b) plans”)

Ÿ Qualified corporate employee pension and profit-sharing plans (“401(a) plans”) and qualified annuity plans (“403(a) plans”)

Ÿ Self-employed individual plans (“H.R. 10 plans” or “Keogh Plans”)

Ÿ Deferred compensation plans of state and local governments and tax-exempt organizations (“457 plans”)

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Terms of Qualified Retirement Plans and Qualified Contracts.    The terms of a qualified retirement plan may affect your rights under a Qualified Contract. When issued in connection with a qualified retirement plan, we will amend a contract as generally necessary to conform to the requirements of the type of plan. However, the rights of any person to any benefits under qualified retirement plans may be subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the contract. In addition, we are not bound by the terms and conditions of qualified retirement plans to the extent such terms and conditions contradict the contract, unless we consent.

The Death Benefit and Qualified Contracts.    Pursuant to IRS regulations, IRAs may not invest in life insurance contracts. We do not believe that these regulations prohibit the death benefit, described in this prospectus, including that provided by any optional death benefit, from being provided under the contracts when we issue the contracts as Traditional IRAs, Roth IRAs or SIMPLE IRAs. However, the law is unclear and it is possible that the presence of the death benefit under a contract issued as a Traditional IRA, Roth IRA or a SIMPLE IRA could disqualify a contract and 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 contract 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 Contracts Compared With Non-Qualified Contracts.    Although some of the Federal income tax rules are the same for both Qualified and Non-Qualified Contracts, many of the rules are different. For example:

Ÿ the Code generally does not impose tax on the earnings under either Qualified or Non-Qualified Contracts until the earnings are received.

Ÿ the Code does not limit the amount of purchase payments and the time at which purchase payments can be made under Non-Qualified Contracts. However, the Code does limit both the amount and frequency of purchase payments made to Qualified Contracts.

Ÿ the Code does not allow a deduction for purchase payments made for Non-Qualified Contracts, but sometimes allows a deduction or exclusion from income for purchase payments made to a Qualified Contract.

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The Federal income tax rules applicable to qualified retirement plans and Qualified Contracts vary with the type of plan and contract. For example, Federal tax rules limit the amount of purchase payments that can be made, and the tax deduction or exclusion that may be allowed for the purchase payments. These limits vary depending on the type of qualified retirement plan and the circumstances of the plan participant, e.g., the participant’s compensation.

Under most qualified plans, e.g., 403(b) plans and Traditional IRAs, the owner must begin receiving payments from the contract 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 before death.

Amounts Received Under Qualified Contracts.    Federal income tax rules generally include distributions from a Qualified Contract in your income as ordinary income. Purchase payments that are deductible or excludible from income do not create “investment in the contract.” Thus, under many Qualified Contracts 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. In addition, 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 Contract 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 Contract 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:

Ÿ received on or after the owner reaches age 59 ¹/2;

Ÿ received on or after the owner’s death or because of the owner’s disability (as defined in the tax law);

Ÿ received as a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the taxpayer; or

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

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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 Contract or Qualified Plan to Another.    Rollovers and Transfers:    In many circumstances you may move money between Qualified contracts and qualified retirement plans by means of a rollover or a transfer. Recent legislation has expanded these rollover options, including permitting for the first time the rollover of your after-tax contributions, for distributions made between 2002 and 2011. 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 assets between any Qualified Contract or plan and another Qualified Contract 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, H.R. 10 plans, governmental section 457(b) plans, and Qualified Contracts used in connection with these types of plans. (The direct rollover rules do not apply to distributions from IRAs or other 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 Contracts or plans. Certain restrictions apply to the ability to rollover any after-tax amounts.

Prior to receiving an eligible rollover distribution from the Company, we will provide you with a notice explaining these requirements and the procedure for avoiding 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 contract 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 partial withdrawal, surrender, or annuity payout, we will send you forms that explain the withholding requirements.

STATE  INCOME TAX WITHHOLDING If required by the law of your state, we will also withhold state income tax from the taxable portion of each distribution made under the contract, unless you make an

73

available election to avoid withholding. If permitted under state law, we will honor your request for voluntary state withholding.

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. We, therefore, do 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.

74

Voting Rights

As required by law, we will vote the shares of the portfolios held in the Separate Account at special shareholder meetings based on instructions from you. However, if the law changes and we are permitted to vote in our own right, we may elect to do so.

Whenever a Fund calls a shareholders’ meeting, owners with voting interests in a portfolio will be notified of issues requiring the shareholders’ vote as soon as possible before the shareholder meeting. Each person having a voting interest in the portfolio will receive proxy voting materials, reports, other materials, and a form with which to give us voting instructions.

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

We will vote portfolio shares for which no instructions are received (or instructions that are not received timely) in the same proportion to those that are received. 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.

75

Requesting Payments

To request a payment, you must provide us with notice in a form satisfactory to us. We will ordinarily pay any partial withdrawals or total surrender proceeds from the Subaccount within seven days after receipt at our Service Center of all the requirements for such a payment. We also will ordinarily make payment of lump sum death benefit proceeds from the Subaccount within seven days from the receipt of due proof of death and any required forms. We will determine payment amounts as of the end of the Valuation Period during which our Service Center receives the payment request or due proof of death and any required forms.

In most cases, when we pay the death benefit in a lump sum, we will pay these proceeds either:

(1) to your designated beneficiary directly in the form of a check; or

(2) by establishing an interest bearing account, called the “GE Secure Access Account,” for the designated beneficiary in the amount of the death benefit.

When establishing the GE Secure Access Account we will send the designated beneficiary a checkbook within 7 days after we receive all the required documents, and the designated beneficiary will have immediate access to the account simply by writing a check for all or any part of the amount of the death benefit payment. The GE Secure Access Account is part of our General Account. It is not a bank account and it is not insured by the FDIC or any other government agency. As part of our General Account, it is subject to the claims of our creditors. We receive a benefit from all amounts left in the GE Secure Access Account. If we do not receive instructions from the designated beneficiary with regard to the form of death benefit payment, we will automatically establish the GE Secure Access Account.

We may delay making a payment from the Subaccount or applying Subaccount value to a payment plan if:

(1) the disposal or valuation of the Subaccount is not reasonably practicable because:

Ÿ the SEC declares that an emergency exists (due to the emergency the disposal or valuation of the Separate Account’s assets is not reasonably practicable);

Ÿ the New York Stock Exchange is closed for other than a regular holiday or weekend;

Ÿ trading is restricted by the SEC; or

(2) the SEC, by order, permits postponement of payment to protect our owners.

76

We also may defer making any payments attributable to a check or draft that has not cleared until we are satisfied that the check or draft has been paid by the bank on which it is drawn.

77

Distribution of the Contracts

PRINCIPAL
UNDERWRITER 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 contracts. Capital Brokerage, a Washington corporation and an affiliate of ours, is located at 201 Merritt 7, PO Box 5005, Norwalk, Connecticut 06856-5005. Capital Brokerage is registered with the SEC under the Securities Exchange Act of 1934 (“1934 Act”) as a broker-dealer, and is a member of the National Association of Securities Dealers, Inc. (“NASD”).

SALES OF THE
CONTRACTS Capital Brokerage offers the contracts through its registered representatives who are registered with the NASD and with the states in which they do business. More information about Capital Brokerage and its registered persons is available at  
http://www.nasdr.com or by calling 1-800-289-9999. You also can obtain an investor brochure from NASD Regulation describing its Public Disclosure Program. Registered representatives with Capital Brokerage are also licensed as insurance agents in the states in which they do business and are appointed by the Company.

We pay commissions and other marketing related expenses associated with the promotion and sales of the contracts to Capital Brokerage. The amount of the commission varies but is not expected to exceed approximately 6% of your aggregate purchase payments. We may on occasion pay a higher commission for a short period of time as a special promotion. We pay commissions either as a percentage of purchase payments at the time we receive them, as a percentage of Contract Value on an ongoing basis, or in some cases, a combination of both. The commission or a portion of it will be returned to us if the contract is surrendered during the first contract year.

The amount of commissions we pay may vary based on the options that are available under a contract and on the optional benefits an owner elects when he or she purchases the contract. We may offer a range of initial commission and persistency trail commission options (which will take into account, among other things, the length of time purchase payments have been held under the contract, Contract Value and elected features and benefits).

When a contract is sold through a registered representative of Capital Brokerage, Capital Brokerage passes through a portion of the sales commission to the registered representative who sold the contract. Because registered representatives of Capital Brokerage are also agents of ours, they may be eligible for various cash benefits, such as bonuses, insurance benefits and financing arrangements, and non-cash compensation programs that we offer, such as conferences, trips, prizes, and awards.

78

Capital Brokerage may enter into selling agreements with other broker-dealers (including our affiliate, Terra Securities Corporation) registered under the 1934 Act to sell the contracts. Under these agreements, the commission paid to the broker-dealer is not expected to exceed the amount described above. When a contract is sold through another broker-dealer, Capital Brokerage passes through the entire amount of the sales commission to the selling broker-dealer; that broker-dealer may retain a portion of the commission before it pays the registered representative who sold the contract.

We also may make other payments for services that do not directly involve the sales of the contracts. These services may include the recruitment and training of personnel, production of promotional literature, and similar services.

We intend to recover commissions, marketing, administrative and other expenses and costs of contract benefits through fees and charges imposed under the contracts. Commissions paid on the contracts, including other incentives and payments, are not charged directly to you or to your Contract Value.

Capital Brokerage also receives 12b-1 fees from Alliance Variable Products Series Fund, Inc., Fidelity Variable Insurance Products Fund, Fidelity Variable Insurance Products Fund II, Fidelity Variable Insurance Products Fund III, Janus Aspen Series, MFS^® Variable Investment Trust, Oppenheimer Variable Account Funds, and Van Kampen Life Investment Trust.

79

Additional Information

OWNER  
QUESTIONS The obligations to owners under the contracts are ours. Please direct your questions and concerns to us at our Service Center.

RETURN  
PRIVILEGE Within 10 days after you receive the contract (or such longer period as may be required by applicable law), you may cancel it for any reason by delivering or mailing it postage prepaid, to our Service Center, Annuity New Business, 6610 W. Broad Street, Richmond, Virginia 23230. If you cancel your contract, it will be void. The amount of the refund you receive will equal the Contract Value as of the Valuation Day our Service Center receives the returned contract, but without reduction for any surrender charges. If state law requires that we return your purchase payments, the amount of the refund will equal the purchase payments made less any withdrawals you previously made.

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.

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 contract 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 contract for the period covered by the report. The report will show the total Contract Value and a breakdown of the assets in each Subaccount. The report also will show purchase payments and charges made during the statement period. We also will send you an annual and a semi-annual report for each portfolio to which you have allocated assets to a corresponding Subaccount, as required by the 1940 Act. In addition, when you make purchase payments, transfers, or partials withdrawals, you will receive a written confirmation of these transactions.

80

OTHER
INFORMATION We have filed a registration statement with the SEC, under the Securities Act of 1933 as amended, for the contracts 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 contracts offered. Statements in this prospectus about the content of contracts and other legal instruments are summaries. For the complete text of those contracts and instruments, please refer to those documents as filed with the SEC and available on the SEC’s website at http://www.sec.gov.

LEGAL MATTERS The Company like other life insurance companies, is involved in lawsuits, including a class action lawsuit. 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, we believe that at the present time there are no pending or threatened lawsuits that are reasonably likely to have a material impact on us or the Separate Account.

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

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Appendix

Some of the Subaccounts invest in portfolios with a 12b-1 fee or a Service Share fee. Performance for these Subaccounts may reflect the historical performance of a different class of the portfolios underlying the Subaccounts. With respect to these Subaccounts, performance for time periods before the portfolio’s 12b-1 or Service Share fee class introduction is restated to reflect the 12b-1 fee or Service Share fee. This information is provided by the portfolios and may reflect fee waivers and expense reimbursements provided by certain portfolios. We cannot guarantee that these fee waivers and expense reimbursements will continue. See the “Portfolio Annual Expenses” provision in the prospectus.

STANDARDIZED PERFORMANCE
DATA We may advertise the historical total returns for the Subaccounts according to standards established by the SEC. These standards are discussed in the Statement of Additional Information, which may be obtained free of charge by contacting our Service Center at the address listed on page 1 of this prospectus. The total return for a Subaccount assumes that an investment has been held in the Subaccount for various periods of time, including a period measured from the date on which the particular portfolio was first available in the Separate Account. When available, we will provide the total return for the periods of one, five and ten years, adjusted to reflect current contract and portfolio charges.

The total return quotations represent the average annual compounded rates of return that an initial investment of $1,000 in that Subaccount would equal as of the last day of each period.

The table below (Table 1) demonstrates the standardized average annual total returns of the Subaccounts for periods from the date on which a particular portfolio was first available in the Separate Account to December 31, 2001. Although the contract did not exist during all the periods shown in the table, the returns have been adjusted to reflect current charges imposed under the contract. The total returns shown reflect the deduction of all applicable fees and charges assessed under the contract, including fees for the portfolios. Expenses include:

(1) A mortality and expense risk charge of 1.55% (deducted daily at an effective annual rate of the assets in the Separate Account);

(2) An administrative expense charge of 0.15% (deducted daily at an effective annual rate of the assets in the Separate Account); and

(3) An annual charge of 0.10% for the Optional Death Benefit.

A-1

Since we assume that you make a complete surrender of the contract at the end of the period, we deduct the surrender charges.

Premium taxes are not reflected in the calculations. PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE RESULTS.

A-2

Table 1

Standardized Total Returns

	For the 1-year period ended 12/31/01		For the 5-year period ended 12/31/01	For the 10-year period ended 12/31/01	From the Adoption In Separate Account to 12/31/01		Date of Adoption In Separate Account*
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund — Series I Shares	NA		NA	NA	-16.34	%	05/30/01
AIM V.I. Premier Equity Fund — Series I Shares	NA		NA	NA	-15.02	%	05/30/01
Alliance Variable Products Series Fund, Inc.
Growth and Income Portfolio — Class B	NA		NA	NA	-12.74	%	05/30/01
Premier Growth Portfolio — Class B	NA		NA	NA	-17.03	%	05/30/01
Federated Insurance Series
Federated High Income Bond Fund II — Service Shares	NA		NA	NA	-9.73	%	05/30/01
Federated International Small Company Fund II	NA		NA	NA	-26.61	%	05/30/01
Fidelity Variable Insurance Products Fund (“VIP”)
VIP Equity-Income Portfolio — Service Class 2	NA		NA	NA	-13.24	%	05/30/01
VIP Growth Portfolio — Service Class 2	NA		NA	NA	-16.66	%	05/30/01
Fidelity Variable Insurance Products Fund II (“VIP II”)
VIP II Contrafund® Portfolio — Service Class 2	NA		NA	NA	-11.26	%	05/30/01
Fidelity Variable Insurance Products Fund III (“VIP III”)
VIP III Growth & Income Portfolio — Service Class 2	NA		NA	NA	-10.78	%	05/30/01
VIP III Mid Cap Portfolio — Service Class 2	NA		NA	NA	-3.58	%	05/30/01
GE Investments Funds, Inc.
Income Fund	0.09	%	NA	NA	3.45	%	07/27/98
Mid-Cap Value Equity Fund	-6.89	%	NA	NA	4.15	%	07/27/98
Money Market Fund**	-3.31	%	NA	NA	2.68	%	07/27/98
Premier Growth Equity Fund	-16.14	%	NA	NA	-9.73	%	02/17/00
S&P 500® Index Fund	-19.02	%	NA	NA	-1.43	%	07/27/98
Small-Cap Value Equity Fund	NA		NA	NA	1.74	%	05/30/01
U.S. Equity Fund	-15.52	%	NA	NA	2.14	%	07/27/98
Value Equity Fund	NA		NA	NA	-13.96	%	05/30/01
Janus Aspen Series
Balanced Portfolio — Service Shares	NA		NA	NA	-8.48	%	05/30/01
Capital Appreciation Portfolio — Service Shares	NA		NA	NA	-19.57	%	05/30/01
International Growth Portfolio — Service Shares	NA		NA	NA	-19.79	%	05/30/01
MFS® Variable Insurance Trust
MFS® Investors Growth Stock Series — Service Class Shares	NA		NA	NA	-18.65	%	05/30/01
MFS® Investors Trust Series — Service Class Shares	NA		NA	NA	-15.68	%	05/30/01
MFS® New Discovery Series — Service Class Shares	NA		NA	NA	-8.60	%	05/30/01
MFS® Utilities Series — Service Class Shares	NA		NA	NA	-25.87	%	05/30/01
Oppenheimer Variable Account Funds
Oppenheimer Aggressive Growth Fund/VA — Service Shares	-36.60	%	NA	NA	0.59	%	07/27/98
Oppenheimer Capital Appreciation Fund/VA — Service Shares	-19.51	%	NA	NA	5.27	%	07/27/98
Oppenheimer Global Securities Fund/VA — Service Shares	NA		NA	NA	-11.57	%	05/30/01
Oppenheimer Main Street Growth & Income Fund/VA — Service Shares	NA		NA	NA	-13.58	%	05/30/01
Oppenheimer Main Street Small Cap Fund/VA — Service Shares	NA		NA	NA	NA		12/31/02

A-3

	For the 1-year period ended 12/31/01	For the 5-year period ended 12/31/01	For the 10-year period ended 12/31/01	From the Adoption In Separate Account to 12/31/01			Date of Adoption In Separate Account*
PIMCO Variable Insurance Trust
High Yield Portfolio — Administrative Class Shares	NA	NA	NA		-5.19	%	05/30/01
Long-Term U.S Government Portfolio — Administrative Class Shares	NA	NA	NA		1.07	%	05/30/01
Total Return Portfolio — Administrative Class Shares	NA	NA	NA		-0.01	%	05/30/01
RYDEX Variable Trust
OTC Fund	NA	NA	NA	-	19.45	%	05/30/01

  * Date on which a particular portfolio was first available in the Separate Account. As the Separate Account is also used for other variable annuities offered by the Company, this date may be different from the date the portfolio was first available in this product. Returns for a period of less than one year are not annualized.

** Yield more closely reflects current earnings of the GE Investments Funds, Inc. — Money Market Fund than its total return.

The Van Kampen Life Investment Trust — Comstock Portfolio — Class II Shares and the Van Kampen Life Investment Trust — Emerging Growth Portfolio — Class II Shares were added to the Separate Account on May 1, 2002. Alliance Variable Products Series Fund, Inc. — Technology Portfolio — Class B Shares, Eaton Vance Variable Trust — VT Floating-Rate Income Fund, Eaton Vance Variable Trust — VT Worldwide Health Sciences Fund and Oppenheimer Variable Account Funds — Oppenheimer Main Street Small Cap Fund/VA — Service Shares were added to the Separate Account on December 27, 2002. Therefore, no Standardized Performance is available for these Subaccounts.

A-4

NON-STANDARDIZED
PERFORMANCE DATA In addition to the standardized data discussed above, we may also show similar performance data for other periods.

We may from time to time also advertise or disclose average annual total return or other performance data in non-standardized formats for the Subaccounts. The non-standardized performance data may make different assumptions regarding the amount invested, the time periods shown, or the effect of partial withdrawals or income payments.

Non-standardized performance data will be advertised only if we also disclose the standardized performance data as shown in Table 1.

We may disclose historic performance data for the portfolios since their inception reduced by some or all of the fees and charges under the contract. Such adjusted historic performance includes data that precedes the date on which a particular portfolio was first available in the Separate Account. This data is designed to show the performance that would have resulted if the contract had been in existence during that time, based on the portfolio’s performance. This data assumes that the Subaccounts available under the contract were in existence for the same period as the portfolio with most of the charges equal to those currently assessed in the contract including charges for the portfolios.

The following tables reflect the non-standardized average annual total returns for the portfolios from the time they were declared effective by the SEC until December 31, 2001 for one, five and ten-year periods. The method of calculation used is described in the Statement of Additional Information, which may be obtained free of charge by contacting our Service Center at the address listed on page 1 of the prospectus.

The total returns of the portfolios have been reduced by the Separate Account charges, as if the contract had been in existence since the inception of the portfolios. Expenses include:

(1) A mortality and expense risk charge of 1.55% (deducted daily at an effective annual rate of the value in the Separate Account); and

(2) An administrative expense charge of 0.15% (deducted daily at an effective annual rate of the value in the Separate Account).

Calculations in Table 2 assume you surrender your contract, and therefore we deduct the surrender charges. Calculations in Table 3 assume you do not surrender your contract, and therefore surrender charges are not reflected. Premium taxes are not reflected in either table. PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE RESULTS.

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Table 2

Non-Standardized Performance Data assuming you surrender at the end of the applicable period.

	For the 1-year period ended 12/31/01		For the 5-year period ended 12/31/01		For the 10-year period ended 12/31/01		Portfolio Inception Date*
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund — Series I Shares	-29.19	%	4.10	%	NA		05/05/93
AIM V.I. Premier Equity Fund — Series I Shares	-19.30	%	7.71	%	NA		05/05/93
Alliance Variable Products Series Fund, Inc.
Growth and Income Portfolio — Class B	-7.06	%	12.32	%	12.53	%	01/14/91
Premier Growth Portfolio — Class B	-23.76	%	10.30	%	NA		06/26/92
Federated Insurance Series
Federated High Income Bond Fund II — Service Shares	-5.86	%	-0.12	%	NA		03/01/94
Federated International Small Company Fund II	-35.40	%	NA		NA		05/01/00
Fidelity Variable Insurance Products Fund (“VIP”)
VIP Equity-Income Portfolio — Service Class 2	-12.34	%	7.08	%	11.21	%	10/09/86
VIP Growth Portfolio — Service Class 2	-24.19	%	9.29	%	11.01	%	10/09/86
Fidelity Variable Insurance Products Fund II (“VIP II”)
VIP II Contrafund® Portfolio — Service Class 2	-19.21	%	8.13	%	NA		01/03/95
Fidelity Variable Insurance Products Fund III (“VIP III”)
VIP III Growth & Income Portfolio — Service Class 2	-16.01	%	7.56	%	NA		12/31/96
VIP III Mid Cap Portfolio — Service Class 2	-10.66	%	NA		NA		12/28/98
GE Investments Funds, Inc.
Income Fund	0.09	%	4.74	%	NA		01/02/95
Mid-Cap Value Equity Fund	-6.89	%	NA		NA		05/01/97
Money Market Fund**	-3.31	%	3.28	%	2.75	%	06/30/85
Premier Growth Equity Fund	-16.14	%	NA		NA		12/12/97
S&P 500® Index Fund	-19.02	%	7.90	%	10.90	%	04/14/85
Small-Cap Value Equity Fund	2.58	%	NA		NA		05/01/00
U.S. Equity Fund	-15.52	%	10.14	%	NA		01/02/95
Value Equity Fund	-15.78	%	NA		NA		05/01/00
Janus Aspen Series
Balanced Portfolio — Service Shares	-12.02	%	11.97	%	NA		09/13/93
Capital Appreciation Portfolio — Service Shares	-27.85	%	NA		NA		05/01/97
International Growth Portfolio — Service Shares	-29.33	%	7.85	%	NA		05/02/94
MFS® Variable Insurance Trust
MFS® Investors Growth Stock Series — Service Class Shares	-30.62	%	NA		NA		05/03/99
MFS® Investors Trust Series — Service Class Shares	-22.60	%	5.26	%	NA		10/09/95
MFS® New Discovery Series — Service Class Shares	-12.43	%	NA		NA		04/29/98
MFS® Utilities Series — Service Class Shares	-30.30	%	8.28	%	NA		01/03/95
Oppenheimer Variable Account Funds
Oppenheimer Aggressive Growth Fund/VA — Service Shares	-36.60	%	4.98	%	9.55	%	08/15/86
Oppenheimer Capital Appreciation Fund/VA — Service Shares	-19.51	%	11.80	%	12.79	%	04/03/85
Oppenheimer Global Securities Fund/VA — Service Shares	-18.94	%	13.25	%	11.78	%	11/12/90
Oppenheimer Main Street Growth & Income Fund/VA — Service Shares	-17.26	%	3.50	%	NA		07/05/95
Oppenheimer Main Street Small Cap Fund/VA — Service Shares	-7.74	%	NA		NA		05/01/88

A-6

	For the 1-year period ended 12/31/01		For the 5-year period ended 12/31/01	For the 10-year period ended 12/31/01	Portfolio Inception Date*
PIMCO Variable Insurance Trust
High Yield Portfolio — Administrative Class Shares	-4.90	%	NA	NA	04/30/98
Long-Term U.S Government Portfolio — Administrative Class Shares	-1.46	%	NA	NA	04/30/99
Total Return Portfolio — Administrative Class Shares	1.02	%	NA	NA	12/24/97
RYDEX Variable Trust
OTC Fund	-40.17	%	NA	NA	05/07/97

  * Date on which a particular portfolio was declared effective by the SEC; this date may be different from the date the portfolio was first available in the Separate Account. Returns for a period of less than one year are not annualized.

** Yield more closely reflects current earnings of the GE Investments Funds, Inc. — Money Market Fund than its total return.

The Van Kampen Life Investment Trust — Comstock Portfolio — Class II Shares and the Van Kampen Life Investment Trust — Emerging Growth Portfolio — Class II Shares were added to the Separate Account on May 1, 2002. Alliance Variable Products Series Fund, Inc. — Technology Portfolio — Class B Shares, Eaton Vance Variable Trust — VT Floating-Rate Income Fund, Eaton Vance Variable Trust — VT Worldwide Health Sciences Fund and Oppenheimer Variable Account Funds — Oppenheimer Main Street Small Cap Fund/VA — Service Shares were added to the Separate Account on December 27, 2002. Therefore no Non-Standardized Performance is available for these Subaccounts.

A-7

Table 3

Non-Standardized Performance Data assuming no surrender at the end of the applicable time period.

	For the 1-year period ended 12/31/01		For the 5-year period ended 12/31/01		For the 10-year period ended 12/31/01		Portfolio Inception Date*
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund — Series I Shares	-24.59	%	4.20	%	NA		05/05/93
AIM V.I. Premier Equity Fund — Series I Shares	-14.06	%	7.82	%	NA		05/05/93
Alliance Variable Products Series Fund, Inc.
Growth and Income Portfolio — Class B	-1.56	%	12.43	%	12.64	%	01/14/91
Premier Growth Portfolio — Class B	-18.81	%	10.41	%	NA		06/26/92
Federated Insurance Series
Federated High Income Bond Fund II — Service Shares	-0.36	%	0.22	%	NA		03/01/94
Federated International Small Company Fund II	-31.21	%	NA		NA		05/01/00
Fidelity Variable Insurance Products Fund (“VIP”)
VIP Equity-Income Portfolio — Service Class 2	-6.85	%	7.19	%	11.32	%	10/09/86
VIP Growth Portfolio — Service Class 2	-19.27	%	9.40	%	11.12	%	10/09/86
Fidelity Variable Insurance Products Fund II (“VIP II”)
VIP II Contrafund® Portfolio — Service Class 2	-13.97	%	8.24	%	NA		01/03/95
Fidelity Variable Insurance Products Fund III (“VIP III”)
VIP III Growth & Income Portfolio — Service Class 2	-10.56	%	7.67	%	NA		12/31/96
VIP III Mid Cap Portfolio — Service Class 2	-5.16	%	NA		NA		12/28/98
GE Investments Funds, Inc.
Income Fund	5.59	%	4.85	%	NA		01/02/95
Mid-Cap Value Equity Fund	-1.39	%	NA		NA		05/01/97
Money Market Fund**	2.19	%	3.38	%	2.85	%	06/30/85
Premier Growth Equity Fund	-10.69	%	NA		NA		12/12/97
S&P 500® Index Fund	-13.77	%	8.01	%	11.01	%	04/14/85
Small-Cap Value Equity Fund	8.09	%	NA		NA		05/01/00
U.S. Equity Fund	-10.04	%	10.25	%	NA		01/02/95
Value Equity Fund	-10.31	%	NA		NA		05/01/00
Janus Aspen Series
Balanced Portfolio — Service Shares	-6.53	%	12.08	%	NA		09/13/93
Capital Appreciation Portfolio — Service Shares	-23.17	%	NA		NA		05/01/97
International Growth Portfolio — Service Shares	-24.74	%	7.96	%	NA		05/02/94
MFS® Variable Insurance Trust
MFS® Investors Growth Stock Series — Service Class Shares	-26.12	%	NA		NA		05/03/99
MFS® Investors Trust Series — Service Class Shares	-17.58	%	5.36	%	NA		10/09/95
MFS® New Discovery Series — Service Class Shares	-6.93	%	NA		NA		04/29/98
MFS® Utilities Series — Service Class Shares	-25.77	%	8.39	%	NA		01/03/95
Oppenheimer Variable Account Funds
Oppenheimer Aggressive Growth Fund/VA — Service Shares	-32.48	%	5.08	%	9.66	%	08/15/86
Oppenheimer Capital Appreciation Fund/VA — Service Shares	-14.29	%	11.91	%	12.90	%	04/03/85
Oppenheimer Global Securities Fund/VA — Service Shares	-13.68	%	13.37	%	11.89	%	11/12/90
Oppenheimer Main Street Growth & Income Fund/VA — Service Shares	-11.89	%	3.60	%	NA		07/05/95
Oppenheimer Main Street Small Cap Fund/VA — Service Shares	-2.24	%	NA		NA		05/01/88

A-8

	For the 1-year period ended 12/31/01		For the 5-year period ended 12/31/01	For the 10-year period ended 12/31/01	Portfolio Inception Date*
PIMCO Variable Insurance Trust
High Yield Portfolio — Administrative Class Shares	0.60	%	NA	NA	04/30/98
Long-Term U.S Government Portfolio — Administrative Class Shares	4.05	%	NA	NA	04/30/99
Total Return Bond Portfolio — Administrative Class Shares	6.52	%	NA	NA	12/24/97
RYDEX Variable Trust
OTC Fund	-36.29	%	NA	NA	05/07/97

  * Date on which a particular portfolio was declared effective by the SEC; this date may be different from the date the portfolio was first available in the Separate Account. Returns for a period of less than one year are not annualized.

** Yield more closely reflects current earnings of the GE Investments Funds, Inc. — Money Market Fund than its total return.

The Van Kampen Life Investment Trust — Comstock Portfolio — Class II Shares and the Van Kampen Life Investment Trust — Emerging Growth Portfolio — Class II Shares were added to the Separate Account on May 1, 2002. Alliance Variable Products Series Fund, Inc. — Technology Portfolio — Class B Shares, Eaton Vance Variable Trust — VT Floating-Rate Income Fund, Eaton Vance Variable Trust — VT Worldwide Health Sciences Fund and Oppenheimer Variable Account Funds — Oppenheimer Main Street Small Cap Fund/VA —  Service Shares were added to the Separate Account on December 27, 2002. Therefore no Non-Standardized Performance is available for these Subaccounts.

A-9

Statement of Additional Information

Table of Contents

	Page
The Contracts	3
Transfer of Annuity Units	3
Net Investment Factor	3
Termination of Participation Agreements	3
Calculation of Performance Data	4
Subaccount Investing in GE Investments Funds, Inc. — Money Market Fund	5
Other Subaccounts	6
Other Performance Data	6
Federal Tax Matters	7
Taxation of GE Capital Life Assurance Company of New York	7
IRS Required Distributions	7
General Provisions	8
Using the Contracts as Collateral	8
The Beneficiary	8
Non-Participating	8
Misstatement of Age or Gender	8
Incontestability	8
Statement of Values	8
Trust as Owner or Beneficiary	8
Written Notice	9
Distribution of the Contracts	9
Legal Developments Regarding Employment-Related Benefit Plans	9
Experts	9
Financial Statements	9

GE Capital Life Assurance Company of New York

200 Old Country Road, Suite 240

Mineola, New York 11501

Service Center

6610 West Broad Street

Richmond, Virginia 23230

A Statement of Additional Information containing more detailed information about the contract and the Separate Account is available free by writing us at the address below or by calling 1-800-313-5282.

GE Capital Life Assurance Company of New York

Service Center

6610 W. Broad Street

Richmond, VA 23230

Please mail a copy of the Statement of Additional Information for GE Capital Life Separate Account II, to:

Name                                                                                                                                                                              

Address                                                                                                                                                                          

Street

City State Zip

Signature of Requestor                                                                                                                                          

Date

GE CAPITAL LIFE SEPARATE ACCOUNT II

PART B

STATEMENT OF ADDITIONAL INFORMATION

FOR THE

FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY CONTRACT

OFFERED BY

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

200 Old Country Road, Suite 240

Mineola, New York 11501

Service Center

6610 West Broad Street

Richmond, Va 23230

1-800 313-5282

This Statement of Additional Information expands upon subjects discussed in the current prospectus for the above-named flexible premium variable deferred annuity contract offered by GE Capital Life Assurance Company of New York. You may obtain a copy of the prospectus dated December 27, 2002 by calling 1-800-313-5282, or by writing our Service Center at the address or telephone number listed above. The prospectus is also available on the SEC’s website at http://www.sec.gov. Terms used in the current prospectus for the contract are incorporated into this Statement of Additional Information.

THIS STATEMENT OF ADDITIONAL INFORMATION IS

NOT A PROSPECTUS AND SHOULD BE READ ONLY IN CONJUNCTION

WITH THE PROSPECTUSES FOR THE CONTRACT AND THE FUNDS.

Dated December 27, 2002

1

Statement of Additional Information

Table of Contents

	Page
The Contracts	3
Transfer of Annuity Units	3
Net Investment Factor	3
Termination of Participation Agreements	3
Calculation of Performance Data	4
Subaccount Investing in GE Investments Funds, Inc.—Money Market Fund	5
Other Subaccounts	6
Other Performance Data	6
Federal Tax Matters	7
Taxation of GE Capital Life Assurance Company of New York	7
IRS Required Distributions	7
General Provisions	8
Using the Contracts as Collateral	8
The Beneficiary	8
Non-Participating	8
Misstatement of Age or Gender	8
Incontestability	8
Statement of Values	8
Trust as Owner or Beneficiary	8
Written Notice	9
Distribution of the Contracts	9
Legal Developments Regarding Employment-Related Benefit Plans	9
Experts	9
Financial Statements	9

THE CONTRACTS

Transfer of Annuity Units

At your request, Annuity Units may be transferred three times per calendar year from the Subaccounts in which they are currently held (subject to certain restrictions described in the contract).

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 Subaccount desired to be transferred;

(b) is the Annuity Unit Value for the Subaccount in which the Annuity Units are currently held; and

(c) is the Annuity Unit Value for the Subaccount to which the transfer is made.

If the number of Annuity Units remaining in a Subaccount after the transfer is less than 1, the Company will transfer the remaining Annuity Units in addition to the amounts requested. The Company will not transfer Annuity Units into any Subaccount unless the number of Annuity Units of that Subaccount after the transfer is more than 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 Subaccounts).

Net Investment Factor

The net investment factor measures investment performance of the Subaccounts during a Valuation Period. Each Subaccount has its own net investment factor. The net investment factor of a Subaccount available under a contract for a Valuation Period is (a) divided by (b) minus (c) where:

(a) is the result of:

(1) the value of the net assets of that Subaccount 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 Subaccount 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 Subaccount for taxes; this includes any amount we set aside during the Valuation Period as a provision for taxes attributable to the operation or maintenance of that Subaccount; and

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

(c) is a factor for the Valuation Period representing the mortality and expense risk charge and the administrative expense charge; this factor is shown in your contract.

We will value assets in the Separate Account at 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 those provisions:

AIM Variable Insurance Funds.    This agreement may be terminated by the parties on six months’ advance written notice.

3

Alliance Variable Products Series Fund, Inc.    This agreement may be terminated by the parties on six months’ advance written notice.

Eaton Vance Variable Trust.    This agreement may be terminated by the parties on six months’ advance written notice.

Federated Insurance Series.    This agreement may be terminated by the parties on six months’ advance written notice.

Fidelity Variable Insurance Products Fund, Fidelity Variable Insurance Products Fund II, and Fidelity 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 contracts, (3) at the option of either party if certain enforcement proceedings are instituted against the other, (4) upon vote of the contract owners 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, 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 contracts.

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.

Janus Aspen Series.    This agreement may be terminated by the parties on six months’ advance written notice.

MFS^® Variable Insurance Trust.    This agreement may be terminated by the parties on six months’ advance written notice.

Oppenheimer Variable Account Funds.    This agreement may be terminated by the parties on six months’ advance written notice.

PIMCO Variable Insurance Trust.    This agreement may be terminated by the parties on six months’ advance written notice, unless a shorter time is agreed to by the parties.

Rydex Variable Trust.    This agreement may be terminated by the parties on six months’ advance written notice.

Van Kampen Life Investment Trust.    This agreement may be terminated by the parties on 60 days’ written notice.

CALCULATION OF PERFORMANCE DATA

From time to time, we may disclose total return, yield, and other performance data for the Subaccounts pertaining to the contracts. Such performance data will be computed, or accompanied by performance data computed, in accordance with the standards defined by the SEC.

The calculations of yield, total return, and other performance data do not reflect the effect of any premium tax that may be applicable to a particular contract. Premium taxes currently range generally from 0% to 3.5% of purchase payments and are generally based on the rules of the state in which you reside.

4

Subaccount Investing in the GE Investments Funds, Inc. — Money Market Fund

From time to time, advertisements and sales literature may quote the yield of the Subaccount investing in the GE Investments Funds, Inc. — Money Market Fund 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 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 contract having a balance of one unit in the Subaccount investing in the GE Investments Funds, Inc. —Money Market Fund at the beginning of the period, dividing such net change in Contract 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 Contract Value reflects: 1) net income from the portfolio attributable to the hypothetical account; and 2) charges and deductions imposed under the contract which are attributable to the hypothetical account. The charges and deductions include the per unit charges for administrative expense charge and the mortality and expense risk charge (the administrative expense charge is deducted daily at an effective annual rate of 0.15% of assets in the Separate Account and the mortality and expense risk charge is deducted daily at an effective annual rate of 1.55% of assets in the Separate Account). Current Yield will be calculated according to the following formula:

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

where:

NCP = the net change in the value of the investment portfolio (exclusive of realized gains and 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 Accumulation 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.

We may also quote the effective yield of the Subaccount investing in the GE Investments Funds, Inc. —Money Market Fund determined on a compounded basis for the same seven-day period. 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:

NCP = the net change in the value of the investment portfolio (exclusive of realized gains and 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 Accumulation Unit.

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 the Subaccount investing in the GE Investments Funds, Inc. — Money Market Fund 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. The actual yield for the GE Investments Funds, Inc. — Money Market Fund is affected by changes in interest rates on money market securities, average portfolio maturity, the types and quality of portfolio securities held by that portfolio, and that portfolio’s operating expenses. Because of the charges and deductions imposed under the contract, the yield for the Subaccount investing in the GE Investments Funds, Inc. — Money Market Fund will be lower than the actual yield for the GE Investments Funds, Inc. — Money Market Fund.

5

Past Performance is not a Guarantee or Projection of Future Results.

Other Subaccounts

Standardized Total Return.    Sales literature or advertisements may quote total return, including average annual total return for one or more of the Subaccounts 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 contract 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.

For periods that began before the contract was available, performance data will be based on the performance of the underlying portfolios, adjusted for the level of the Separate Account and contract charges currently in effect for this contract. Average annual total return will be calculated using Subaccount unit values as described below:

(1) We calculate the unit value for each Valuation Period based on the performance of the Subaccount’s underlying investment portfolio (after deductions for portfolio charges and expenses, the mortality and expense risk charge (deducted daily at an effective annual rate of 1.55% of assets in the Separate Account) and the administrative expense charge (deducted daily at an effective annual rate of 0.15% of assets in the Separate Account).

(2) The surrender charge will be determined by assuming a surrender of the contract at the end of the applicable period. Average annual total return for periods of less than four years will therefore reflect the deduction of a surrender charge.

(3) Total return does not reflect the deduction of any premium taxes.

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).

The portfolios have provided the price information used to calculate the historical performance of the Subaccounts. We have no reason to doubt the accuracy of the figures provided by the portfolios, 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

6

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 Subaccount performance may also be used in sales literature. Such quotations will be accompanied by a description of how they were calculated. We will accompany any non-standard quotations of Subaccount performance with standard performance quotations.

FEDERAL TAX MATTERS

Taxation of GE Capital Life Assurance Company of New York

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 contracts. (See the “Federal Tax Matters” provision of the prospectus.) Based upon these expectations, no charge is being made currently to the Separate Account for Federal income taxes. We will periodically review the question of a charge to the Separate Account for Federal income taxes related to the Separate 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 contracts, the Contract Value would be correspondingly adjusted by any provision or charge for such taxes.

We may also incur state and local taxes (in addition to premium taxes). At present, these taxes, with the exception of premium taxes, are not significant. If there is a material change in applicable state or local tax laws causing an increase in taxes other than premium taxes (for which we may currently impose a charge), charges for such taxes attributable to the Separate Account may also 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 Contract to provide that:

(a) if any owner dies on or after the Annuity Commencement Date but prior to the time the entire interest in the contract 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 Annuity Commencement Date, the entire interest in the contract 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 contract following the death of the owner, joint owner

7

or, in certain circumstances, the Annuitant or Joint Annuitant. However, if the “designated beneficiary” is the surviving spouse of the decedent, these distribution rules will 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 or Joint Annuitant will be treated as the death of an owner for purposes of these rules.

The Non-Qualified Contracts 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 Contracts.

GENERAL PROVISIONS

Using the Contracts as Collateral

A Non-Qualified Contract can be assigned as collateral security. We must be notified in writing if a contract is assigned. Any payment made before the assignment is recorded at our 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. For contracts issued as Non-Qualified Contracts, the basic benefits of the contract are assignable. Additional benefits added by rider may or may not be available/eligible for assignment.

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

The Beneficiary

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

Non-Participating

The contract is non-participating. No dividends are payable.

Misstatement of Age or Gender

If the Annuitant’s (or Joint Annuitant’s) age or gender, if applicable, was misstated on the contract data page, any contract benefits or proceeds, or availability thereof, will be determined using the correct age and gender.

Incontestability

We will not contest the contract.

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 Contract Value, purchase payments and charges made during the report period.

Trust as Owner or Beneficiary

If a trust is named as the owner or beneficiary of this contract and subsequently exercises ownership rights or claims benefits hereunder, we will have no obligation to verify that a trust is in effect. We will have no obligation to verify that the trustee is acting within the scope of his/her authority. Payment of contract benefits to the trustee shall release us from all obligations under the contract to the extent of the payment. When we make a payment to the trustee, we will have no obligation to ensure that such payment is applied according to the terms of the trust agreement.

8

Written Notice

Any written notice should be sent to our Service Center at 6610 West Broad Street, Richmond, Virginia 23230. The contract number and each owner’s and 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.

DISTRIBUTION OF THE CONTRACTS

The offering is continuous, and Capital Brokerage Corporation does not anticipate discontinuing the offering of the contracts. However, the Company does reserve the right to discontinue the offering of the contracts.

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 gender. The contract 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 contract may be purchased.

Experts

The financial statements of GE Capital Life Assurance Company of New York as of December 31, 2001 and 2000, and for each of the years in the three-year period ended December 31, 2001, and the financial statements of GE Capital Life Separate Account II as of December 31, 2001 and for each of the years or lesser periods in the two-year period then ended have been included herein in reliance upon the reports of KPMG LLP, independent certified public accountants, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

Financial Statements

This Statement of Additional Information contains financial statements for GE Capital Life Assurance Company of New York (the Company) as of December 31, 2001 and 2000, and for each of the years in the three-year period ended December 31, 2001, and the financial statements of GE Capital Life Separate Account II, as of December 31, 2001 and for each of the years or lesser periods in the two-year period then ended.

The financial statements of the Company included herein should be distinguished from the financial statements of GE Capital Life Separate Account II and should be considered only as bearing on the ability of the Company to meet its obligations under the contract.

Such financial statements of the Company should not be considered as bearing on the investment performance of the assets held in GE Capital Life Separate Account II.

9

GE CAPITAL LIFE SEPARATE ACCOUNT II

Financial Statements

December 31, 2001

(With Independent Auditors’ Report Thereon)

GE CAPITAL LIFE SEPARATE ACCOUNT II

Table of Contents

December 31, 2001

	Page
Independent Auditors’ Report	F-1
Statements of Assets and Liabilities	F-2
Statements of Operations	F-13
Statements of Changes in Net Assets	F-24
Notes to Financial Statements	F-42

INDEPENDENT AUDITORS’ REPORT

Contractholders

GE Capital Life Separate Account II

        and

The Board of Directors

GE Capital Life Assurance Company of New York:

We have audited the accompanying statements of assets and liabilities of GE Capital Life Separate Account II (the Account) (comprising the GE Investments Funds, Inc. — S&P 500 Index, Money Market, Total Return, International Equity, Real Estate Securities, Global Income, Mid-Cap Value Equity, Income, U.S. Equity, Premier Growth Equity, Value Equity, and Small-Cap Value Equity Funds; the Variable Insurance Products Fund — Equity-Income, Growth, and Overseas Portfolios; the Variable Insurance Products Fund II — Asset Manager and Contrafund Portfolios; the Variable Insurance Products Fund III — Growth & Income and Growth Opportunities Portfolios; the Variable Insurance Products Fund-Service Class 2 — Equity-Income and Growth Portfolios; the Variable Insurance Products Fund II-Service Class 2 — Contrafund Portfolio; the Variable Insurance Products Fund III-Service Class 2 — Growth & Income and Mid Cap Portfolios; the Oppenheimer Variable Account Funds — High Income, Bond, Aggressive Growth, Capital Appreciation, and Multiple Strategies Funds/VA; the Oppenheimer Variable Account Funds-Class 2 Shares — Global Securities and Main Street Growth & Income Funds/VA; the Federated Insurance Series — American Leaders, High Income Bond, Utility, and International Small Company Funds II; the Federated Insurance Series-Service Shares — High Income Bond Fund II; the Janus Aspen Series — Balanced, Aggressive Growth, Growth, Worldwide Growth, Flexible Income, International Growth, and Capital Appreciation Portfolios; the Janus Aspen Series-Service Shares — Global Life Sciences, Global Technology, Aggressive Growth, Balanced, Capital Appreciation, Growth, International Growth, and Worldwide Growth Portfolios; the Alger American Fund — Small Capitalization and LargeCap Growth Portfolios; the PBHG Insurance Series Fund, Inc. — PBHG Large Cap Growth and PBHG Growth II Portfolios; the Goldman Sachs Variable Insurance Trust — Growth and Income, and Mid Cap Value Funds; the Salomon Brothers Variable Series Funds Inc. — Strategic Bond, Investors, and Total Return Funds; the PIMCO Variable Insurance Trust — Foreign Bond, Long-Term U.S. Government Bond, High Yield Bond, and Total Return Bond Portfolios; the AIM Variable Insurance Funds — AIM V.I. Capital Appreciation, AIM V.I. Growth, and AIM V.I. Value Funds; the Dreyfus — Dreyfus Investment Portfolios — Emerging Markets Portfolio and The Dreyfus Socially Responsible Growth Fund, Inc.; the MFS^® Variable Insurance Trust — MFS^® Investors Growth Stock, MFS^® Investors Trust, MFS^® New Discovery, and MFS^® Utility Series; the Rydex Variable Trust — OTC Fund; and the Alliance Variable Products Series Fund, Inc. — Growth and Income, Premier Growth, and Quasar Portfolios) as of December 31, 2001, the related statements of operations for the year or lesser period then ended, the statements of changes in net assets for each of the years or lesser periods in the two year period then ended, and the financial highlights for the year or lesser period then ended. These financial statements and financial highlights are the responsibility of the Account’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2001, by correspondence with the underlying mutual funds or their transfer agent. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the portfolios constituting GE Capital Life Separate Account II as of December 31, 2001, the results of their operations for the year or lesser period then ended, the changes in their net assets for each of the years or lesser periods in the two year period then ended, and their financial highlights for the year or lesser period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ KPMG LLP

Richmond, Virginia

February 26, 2002

F-1

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Assets and Liabilities

December 31, 2001

	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	Mid-Cap Value Equity Fund	Income Fund	U.S. Equity Fund	Premier Growth Equity Fund	Value Equity Fund	Small-Cap Value Equity Fund
Assets
Investments in GE Investments Funds, Inc., at fair value (note 2):
S&P 500® Index Fund (414,598 shares, cost — $10,138,641)	$	8,785,341	—	—	—	—	—	—	—	—	—	—	—
Money Market Fund (6,352,586 shares, cost — $6,352,586)		—	6,352,586	—	—	—	—	—	—	—	—	—	—
Total Return Fund (68,221 shares, cost — $1,039,935)		—	—	988,521	—	—	—	—	—	—	—	—	—
International Equity Fund (32,732 shares, cost — $363,351)		—	—	—	271,024	—	—	—	—	—	—	—	—
Real Estate Securities Fund (15,827 shares, cost — $224,013)		—	—	—	—	233,916	—	—	—	—	—	—	—
Global Income Fund (18,020 shares, cost — $169,358)		—	—	—	—	—	168,485	—	—	—	—	—	—
Mid-Cap Value Equity Fund (60,248 shares, cost — $967,400)		—	—	—	—	—	—	943,486	—	—	—	—	—
Income Fund (101,797 share, cost — $1,263,907)		—	—	—	—	—	—	—	1,248,036	—	—	—	—
U.S. Equity Fund (100,730 shares, cost — $3,428,729)		—	—	—	—	—	—	—	—	3,244,517	—	—	—
Premier Growth Equity Fund (27,828 shares, cost — $2,081,718)		—	—	—	—	—	—	—	—	—	1,929,601	—	—
Value Equity Fund (2,579 shares, cost — $23,355)		—	—	—	—	—	—	—	—	—	—	23,241	—
Small-Cap Value Equity Fund (9,601 shares, cost — $113,614)		—	—	—	—	—	—	—	—	—	—	—	115,310
Dividend Receivable		—	—	—	—	—	—	—	—	—	—	—	—
Receivable from affiliate (note 4)		—	1,696	—	—	—	—	—	—	—	—	—	—
Receivable for units sold		1,447	—	2,633	—	—	739	3,655	3,120	—	500	—	—
Total assets		8,786,788	6,354,282	991,154	271,024	233,916	169,224	947,141	1,251,156	3,244,517	1,930,101	23,241	115,310
Liabilities
Accrued expenses payable to affiliate (note 4)		4,800	2,932	504	148	111	94	483	623	1,615	927	11	54
Payable for units withdrawn		1,895	2,988	—	—	233	—	—	—	—	—	—	—
Total liabilities		6,695	5,920	504	148	344	94	483	623	1,615	927	11	54
Net assets attributable to variable deferred annuity contractholders	$	8,780,093	6,348,362	990,650	270,876	233,572	169,130	946,658	1,250,533	3,242,902	1,929,174	23,230	115,256
Outstanding units: Type I		867,363	551,692	86,294	32,993	18,334	18,108	72,587	107,991	290,715	217,761	—	—
Net asset value per unit: Type I	$	9.84	11.29	11.48	8.21	12.74	9.34	11.85	11.58	11.09	8.76	—	—
Outstanding units: Type II		24,366	108,666	—	—	—	—	9,068	—	2,014	2,290	2,533	9,466
Net asset value per unit: Type II	$	9.17	1.01	—	—	—	—	9.54	—	9.24	9.31	9.17	10.74
Outstanding units: Type III		2,381	9,904	—	—	—	—	—	—	28	29	—	1,266
Net asset value per unit: Type III	$	9.16	1.01	—	—	—	—	—	—	9.23	9.30	—	10.73

F-2

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Assets and Liabilities, Continued

December 31, 2001

	Variable Insurance Products Fund				Variable Insurance Products Fund II		Variable Insurance Products Fund III
	Equity- Income Portfolio		Growth Portfolio	Overseas Portfolio	Asset Manager Portfolio	Contrafund Portfolio	Growth & Income Portfolio	Growth Opportunities Portfolio
Assets
Investments in Variable Insurance Products Fund, at fair value (note 2):
Equity-Income Portfolio (95,931 shares, cost — $2,268,801)	$	2,182,424	—	—	—	—	—	—
Growth Portfolio (70,692 shares, cost — $3,147,296)		—	2,375,954	—	—	—	—	—
Overseas Portfolio (45,842 shares, cost — $865,548)		—	—	636,292	—	—	—	—
Investments in Variable Insurance Products Fund II, at fair value (note 2):
Asset Manager Portfolio (27,140 shares, cost — $422,054)		—	—	—	393,799	—	—	—
Contrafund Portfolio (153,445 shares, cost — $3,786,695)		—	—	—	—	3,088,852	—	—
Investments in Variable Insurance Products Fund III, at fair value (note 2):
Growth & Income Portfolio (98,247 shares, cost — $1,388,081)		—	—	—	—	—	1,295,880	—
Growth Opportunities Portfolio (55,195 shares, cost — $1,069,687)		—	—	—	—	—	—	835,096
Dividend Receivable		—	—	—	—	—	—	—
Receivable from affiliate (note 4)		—	—	—	—	—	—	—
Receivable for units sold		2,904	—	—	155	—	1,687	—
Total assets		2,185,328	2,375,954	636,292	393,954	3,088,852	1,297,567	835,096
Liabilities
Accrued expenses payable to affiliate (note 4)		1,169	1,418	369	229	1,828	703	490
Payable for units withdrawn		—	1,724	339	—	7	—	380
Total liabilities		1,169	3,142	708	229	1,835	703	870
Net assets attributable to variable deferred annuity contractholders	$	2,184,159	2,372,812	635,584	393,725	3,087,017	1,296,864	834,226
Outstanding units: Type I		205,859	220,112	76,209	38,600	292,608	129,686	107,227
Net asset value per unit: Type I	$	10.61	10.78	8.34	10.20	10.55	10.00	7.78
Outstanding units: Type II		—	—	—	—	—	—	—
Net asset value per unit: Type II	$	—	—	—	—	—	—	—
Outstanding units: Type III		—	—	—	—	—	—	—
Net asset value per unit: Type III	$	—	—	—	—	—	—	—

F-3

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Assets and Liabilities, Continued

December 31, 2001

	Variable Insurance Products Fund — Service Class 2			Variable Insurance Products Fund II — Service Class 2	Variable Insurance Products Fund III — Service Class 2
	Equity- Income Portfolio		Growth Portfolio	Contrafund Portfolio	Growth & Income Portfolio	Mid Cap Portfolio
Assets
Investments in Variable Insurance Products Fund — Service Class 2, at fair value (note 2):
Equity-Income Portfolio (7,577 shares, cost — $166,476)	$	171,163	—	—	—	—
Growth Portfolio (1,765 shares, cost — $59,445)		—	58,856	—	—	—
Investments in Variable Insurance Products Fund II — Service Class 2, at fair value (note 2):
Contrafund Portfolio (1,820 shares, cost — $36,221)		—	—	36,406	—	—
Investments in Variable Insurance Products Fund III — Service Class 2, at fair value (note 2):
Growth & Income Portfolio (3,147 shares, cost — $39,135)		—	—	—	41,136	—
Mid Cap Portfolio (5,859 shares, cost — $111,261)		—	—	—	—	114,189
Dividend Receivable		—	—	—	—	—
Receivable from affiliate (note 4)		—	—	—	—	—
Receivable for units sold		—	2,125	—	290	218
Total assets		171,163	60,981	36,406	41,426	114,407
Liabilities
Accrued expenses payable to affiliate (note 4)		81	25	12	21	46
Payable for units withdrawn		461	—	—	—	—
Total liabilities		542	25	12	21	46
Net assets attributable to variable deferred annuity contractholders	$	170,621	60,956	36,394	41,405	114,361
Outstanding units: Type I		—	—	—	—	—
Net asset value per unit: Type I	$	—	—	—	—	—
Outstanding units: Type II		16,406	6,389	3,048	4,205	9,631
Net asset value per unit: Type II	$	9.24	8.89	9.44	9.49	10.21
Outstanding units: Type III		2,062	468	808	158	1,571
Net asset value per unit: Type III	$	9.23	8.88	9.43	9.47	10.20

F-4

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Assets and Liabilities, Continued

December 31, 2001

	Oppenheimer Variable Account Funds						Oppenheimer Variable Account Funds — Class 2 Shares
	High Income Fund/VA		Bond Fund/VA	Aggressive Growth Fund/VA	Capital Appreciation Fund/VA	Multiple Strategies Fund/VA	Global Securities Fund/VA	Main Street Growth & Income Fund/VA
Assets
Investments in Oppenheimer Variable Accounts Fund, at fair value (note 2):
High Income Fund/VA (103,250 shares, cost — $955,520)	$	881,753	—	—	—	—	—	—
Bond Fund/VA (171,086 shares, cost — $1,924,154)		—	1,917,869	—	—	—	—	—
Aggressive Growth Fund/VA (27,550 shares, cost — $2,099,792)		—	—	1,121,825	—	—	—	—
Capital Appreciation Fund/VA (49,099 shares, cost — $2,131,723)		—	—	—	1,796,054	—	—	—
Multiple Strategies Fund/VA (59,875 shares, cost — $953,495)		—	—	—	—	922,081	—	—
Investments in Oppenheimer Variable Accounts Fund — Class 2 Shares, at fair value (note 2):
Global Securities Fund/VA (1,736 shares, cost — $38,252)		—	—	—	—	—	39,556	—
Main Street Growth & Income Bond Fund/VA (7,057 shares, cost — $130,859)		—	—	—	—	—	—	133,739
Dividend Receivable		—	—	—	—	—	—	—
Receivable from affiliate (note 4)		—	—	—	—	—	—	—
Receivable for units sold		508	868	57	2,703	—	28	8
Total assets		882,261	1,918,737	1,121,882	1,798,757	922,081	39,584	133,747
Liabilities
Accrued expenses payable to affiliate (note 4)		483	1,035	724	972	472	16	64
Payable for units withdrawn		—	—	—	—	7	—	—
Total liabilities		483	1,035	724	972	479	16	64
Net assets attributable to variable deferred annuity contractholders	$	881,778	1,917,702	1,121,158	1,797,785	921,602	39,568	133,683
Outstanding units: Type I		95,224	174,178	105,970	144,983	79,586	—	—
Net asset value per unit: Type I	$	9.26	11.01	10.58	12.40	11.58	—	—
Outstanding units: Type II		—	—	—	—	—	3,283	12,321
Net asset value per unit: Type II	$	—	—	—	—	—	9.41	9.21
Outstanding units: Type III		—	—	—	—	—	924	2,197
Net asset value per unit: Type III	$	—	—	—	—	—	9.39	9.20

F-5

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Assets and Liabilities, Continued

December 31, 2001

	Federated Insurance Series					Federated Insurance Series — Service Shares
	American Leaders Fund II		High Income Bond Fund II	Utility Fund II	International Small Company Fund II	High Income Bond Fund II
Assets
Investments in Federated Insurance Series, at fair value (note 2):
American Leaders Fund II (46,934 shares, cost — $930,511)	$	903,483	—	—	—	—
High Income Bond Fund II (40,405 shares, cost — $372,307)		—	311,927	—	—	—
Utility Fund II (53,534 shares, cost — $699,774)		—	—	555,152	—	—
International Small Company Fund II (21 shares, cost — $116)		—	—	—	117	—
Investments in Federated Insurance Series — Service Shares, at fair value (note 2):
High Income Bond Fund II (2,848 shares, cost — $21,909)		—	—	—	—	21,986
Dividend Receivable		—	—	—	—	—
Receivable from affiliate (note 4)		—	—	—	—	—
Receivable for units sold		230	—	—	116	—
Total assets		903,713	311,927	555,152	233	21,986
Liabilities
Accrued expenses payable to affiliate (note 4)		480	182	297	—	9
Payable for units withdrawn		—	—	—	—	—
Total liabilities		480	182	297	—	9
Net assets attributable to variable deferred annuity contractholders	$	903,233	311,745	554,855	233	21,977
Outstanding units: Type I		86,104	35,628	66,291	—	—
Net asset value per unit: Type I	$	10.49	8.75	8.37	—	—
Outstanding units: Type II		—	—	—	30	2,238
Net asset value per unit: Type II	$	—	—	—	7.83	9.59
Outstanding units: Type III		—	—	—	—	53
Net asset value per unit: Type III	$	—	—	—	—	9.58

F-6

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Assets and Liabilities, Continued

December 31, 2001

	Janus Aspen Series
	Balanced Portfolio		Aggressive Growth Portfolio	Growth Portfolio	Worldwide Growth Portfolio	Flexible Income Portfolio	International Growth Portfolio	Capital Appreciation Portfolio
Assets
Investments in Janus Aspen Series, at fair value (note 2):
Balanced Portfolio (260,310 shares, cost — $6,570,005)	$	5,875,207	—	—	—	—	—	—
Aggressive Growth Portfolio (169,924 shares, cost — $8,275,098)		—	3,734,940	—	—	—	—	—
Growth Portfolio (159,807 shares, cost — $4,800,297)		—	—	3,176,961	—	—	—	—
Worldwide Growth Portfolio (110,000 shares, cost — $4,644,064)		—	—	—	3,139,411	—	—	—
Flexible Income Portfolio (18,811 shares, cost — $220,564)		—	—	—	—	219,340	—	—
International Growth Portfolio (70,402 shares, cost — $2,516,420)		—	—	—	—	—	1,652,344	—
Capital Appreciation Portfolio (224,723 shares, cost — $6,539,332)		—	—	—	—	—	—	4,656,261
Dividend Receivable		—	—	—	—	—	—	—
Receivable from affiliate (note 4)		—	—	—	—	—	—	—
Receivable for units sold		129	2,629	129	620	2,020	230	215
Total assets		5,875,336	3,737,569	3,177,090	3,140,031	221,360	1,652,574	4,656,476
Liabilities
Accrued expenses payable to affiliate (note 4)		3,519	2,608	1,991	1,973	121	995	2,945
Payable for units withdrawn		—	—	—	—	—	—	—
Total liabilities		3,519	2,608	1,991	1,973	121	995	2,945
Net assets attributable to variable deferred annuity contractholders	$	5,871,817	3,734,961	3,175,099	3,138,058	221,239	1,651,579	4,653,531
Outstanding units: Type I		463,443	362,970	320,393	307,051	19,390	157,443	395,372
Net asset value per unit: Type I	$	12.67	10.29	9.91	10.22	11.41	10.49	11.77
Outstanding units: Type II		—	—	—	—	—	—	—
Net asset value per unit: Type II	$	—	—	—	—	—	—	—
Outstanding units: Type III		—	—	—	—	—	—	—
Net asset value per unit: Type III	$	—	—	—	—	—	—	—

F-7

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Assets and Liabilities, Continued

December 31, 2001

	Janus Aspen Series — Service Shares
	Global Life Sciences Portfolio		Global Technology Portfolio	Aggressive Growth Portfolio	Balanced Portfolio	Capital Appreciation Portfolio	Growth Portfolio	International Growth Portfolio	Worldwide Growth Portfolio
Assets
Investments in Janus Aspen Series — Service Shares, at fair value (note 2):
Global Life Sciences Portfolio (1,495 shares, cost — $11,226)	$	11,589	—	—	—	—	—	—	—
Global Technology Portfolio (5,293 shares, cost — $20,642)		—	21,596	—	—	—	—	—	—
Aggressive Growth Portfolio (1,627 shares, cost — $34,232)		—	—	35,349	—	—	—	—	—
Balanced Portfolio (14,958 shares, cost — $348,787)		—	—	—	348,678	—	—	—	—
Capital Appreciation Portfolio (2,379 shares, cost — $48,722)		—	—	—	—	48,932	—	—	—
Growth Portfolio (2,028 shares, cost — $40,484)		—	—	—	—	—	40,082	—	—
International Growth Portfolio (812 shares, cost — $18,359)		—	—	—	—	—	—	18,912	—
Worldwide Growth Portfolio (850 shares, cost — $23,423)		—	—	—	—	—	—	—	24,136
Dividend Receivable		—	—	—	—	—	—	—	—
Receivable from affiliate (note 4)		—	—	—	—	—	—	—	—
Receivable for units sold		—	—	304	1,605	—	—	—	304
Total assets		11,589	21,596	35,653	350,283	48,932	40,082	18,912	24,440
Liabilities
Accrued expenses payable to affiliate (note 4)		6	10	17	163	24	19	7	11
Payable for units withdrawn		—	—	—	—	—	—	—	—
Total liabilities		6	10	17	163	24	19	7	11
Net assets attributable to variable deferred annuity contractholders	$	11,583	21,586	35,636	350,120	48,908	40,063	18,905	24,429
Outstanding units: Type I		—	—	—	—	—	—	—	—
Net asset value per unit: Type I	$	—	—	—	—	—	—	—	—
Outstanding units: Type II		1,137	2,389	4,528	33,503	3,985	4,940	1,742	2,421
Net asset value per unit: Type II	$	10.19	7.93	7.87	9.72	8.58	8.11	8.55	8.54
Outstanding units: Type III		—	333	—	2,523	1,718	—	470	440
Net asset value per unit: Type III	$	—	7.93	—	9.70	8.57	—	8.54	8.53

F-8

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Assets and Liabilities, Continued

December 31, 2001

	Alger American Fund			PBHG Insurance Series Fund, Inc.		Goldman Sachs Variable Insurance Trust		Salomon Brothers Variable Series Funds Inc
	Small Capitalization Portfolio		LargeCap Growth Portfolio	PBHG Large Cap Growth Portfolio	PBHG Growth II Portfolio	Growth and Income Fund	Mid Cap Value Fund	Strategic Bond Fund	Investors Fund	Total Return Fund
Assets
Investments in Alger American Fund, at fair value (note 2):
Small Capitalization Portfolio (52,984 shares, cost — $1,462,176)	$	876,880	—	—	—	—	—	—	—	—
LargeCap Growth Portfolio (33,785 shares, cost — $1,744,884)		—	1,242,284	—	—	—	—	—	—	—
Investments in PBHG Insurance Series Fund, Inc., at fair value (note 2):
PBHG Large Cap Growth Portfolio (55,418 shares, cost — $1,439,478)		—	—	975,363	—	—	—	—	—	—
PBHG Growth II Portfolio (53,731 shares, cost — $1,266,685)		—	—	—	603,939	—	—	—	—	—
Investments in Goldman Sachs Variable Insurance Trust, at fair value (note 2):
Growth and Income Fund (43,774 shares, cost — $450,316)		—	—	—	—	408,413	—	—	—	—
Mid Cap Value Fund (131,881 shares, cost — $1,316,459)		—	—	—	—	—	1,488,936	—	—	—
Investments in Salomon Brothers Variable Series Funds Inc, at fair value (note 2):
Strategic Bond Fund (15,713 shares, cost $159,738)		—	—	—	—	—	—	157,441	—	—
Investors Fund (19,312 shares, cost — $254,630)		—	—	—	—	—	—	—	247,007	—
Total Return Fund (9,788 shares, cost — $103,523)		—	—	—	—	—	—	—	—	101,696
Dividend Receivable		—	—	—	—	—	—	—	—	—
Receivable from affiliate (note 4)		—	—	—	—	—	—	—	—	—
Receivable for units sold		195	451	—	141	300	—	—	2,248	—
Total assets		877,075	1,242,735	975,363	604,080	408,713	1,488,936	157,441	249,255	101,696
Liabilities
Accrued expenses payable to affiliate (note 4)		540	742	530	378	221	824	72	119	48
Payable for units withdrawn		—	—	—	—	—	549	—	—	—
Total liabilities		540	742	530	378	221	1,373	72	119	48
Net assets attributable to variable deferred annuity contractholders	$	876,535	1,241,993	974,833	603,702	408,492	1,487,563	157,369	249,136	101,648
Outstanding units: Type I		120,238	116,401	81,850	62,951	49,039	110,847	14,114	22,165	9,589
Net asset value per unit: Type I	$	7.29	10.67	11.91	9.59	8.33	13.42	11.15	11.24	10.60
Outstanding units: Type II		—	—	—	—	—	—	—	—	—
Net asset value per unit: Type II	$	—	—	—	—	—	—	—	—	—
Outstanding units: Type III		—	—	—	—	—	—	—	—	—
Net asset value per unit: Type III	$	—	—	—	—	—	—	—	—	—

F-9

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Assets and Liabilities, Continued

December 31, 2001

	PIMCO Variable Insurance Trust					AIM Variable Insurance Funds
	Foreign Bond Portfolio		Long-Term U.S. Government Bond Portfolio	High Yield Bond Portfolio	Total Return Bond Portfolio	AIM V.I. Capital Appreciation Fund	AIM V.I. Growth Fund	AIM V.I. Value Fund
Assets
Investments in PIMCO Variable Insurance Trust, at fair value (note 2):
Foreign Bond Portfolio (1,932 shares, cost — $18,993)	$	18,725	—	—	—	—	—	—
Long-Term U.S. Government Bond Portfolio (23,090 shares, cost — $255,435)		—	237,139	—	—	—	—	—
High Yield Bond Portfolio (7,235 shares, cost — $56,923)		—	—	57,012	—	—	—	—
Total Return Bond Portfolio (23,181 shares, cost — $234,182)		—	—	—	229,259	—	—	—
Investments in AIM Variable Insurance Funds, at fair value (note 2):
AIM V.I. Capital Appreciation Fund (1,904 shares, cost — $42,652)		—	—	—	—	41,361	—	—
AIM V.I. Growth Fund (2,546 shares, cost — $40,516)		—	—	—	—	—	41,681	—
AIM V.I. Value Fund (7,328 shares, cost $172,590)		—	—	—	—	—	—	171,115
Dividend Receivable		50	874	329	550	—	—	—
Receivable from affiliate (note 4)		—	—	—	—	—	—	—
Receivable for units sold		—	538	—	805	—	—	1,675
Total assets		18,775	238,551	57,341	230,614	41,361	41,681	172,790
Liabilities
Accrued expenses payable to affiliate (note 4)		10	123	26	105	18	19	84
Payable for units withdrawn		—	—	—	—	—	—	—
Total liabilities		10	123	26	105	18	19	84
Net assets attributable to variable deferred annuity contractholders	$	18,765	238,428	57,315	230,509	41,343	41,662	172,706
Outstanding units: Type I		—	—	—	—	—	—	—
Net asset value per unit: Type I	$	—	—	—	—	—	—	—
Outstanding units: Type II		1,017	12,309	5,392	13,530	4,333	4,761	14,343
Net asset value per unit: Type II	$	10.35	10.67	10.04	10.56	8.92	8.75	9.06
Outstanding units: Type III		797	10,046	317	8,306	302	—	4,725
Net asset value per unit: Type III	$	10.34	10.66	10.03	10.55	8.91	—	9.05

F-10

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Assets and Liabilities, Continued

December 31, 2001

	Dreyfus			MFS® Variable Insurance Trust				Rydex Variable Trust
	Dreyfus Investment Portfolios — Emerging Markets Portfolio		The Dreyfus Socially Responsible Growth Fund, Inc.	MFS® Investors Growth Stock Series	MFS® Investors Trust Series	MFS® New Discovery Series	MFS® Utility Series	OTC Fund
Assets
Investments in Dreyfus, at fair value (note 2):
Dreyfus Investment Portfolios — Emerging Markets Portfolio (254 shares, cost — $2,198)	$	2,411	—	—	—	—	—	—
The Dreyfus Socially Responsible Growth Fund, Inc. (328 shares, cost — $8,773)		—	8,757	—	—	—	—	—
Investments in MFS® Variable Insurance Trust, at fair value (note 2):
MFS® Investors Growth Stock Series (2,472 shares, cost — $23,196)		—	—	23,901	—	—	—	—
MFS® Investors Trust Series (1,399 shares, cost — $23,152)		—	—	—	23,903	—	—	—
MFS® New Discovery Series (273 shares, cost — $4,033)		—	—	—	—	4,149	—	—
MFS® Utility Series (2,464 shares, cost — $39,047)		—	—	—	—	—	39,184	—
Investments in Rydex Variable Trust, at fair value (note 2):
OTC Fund (179 shares, cost — $2,667)		—	—	—	—	—	—	2,649
Dividend Receivable		—	—	—	—	—	—	—
Receivable from affiliate (note 4)		—	—	—	—	—	—	—
Receivable for units sold		—	290	—	83	—	—	—
Total assets		2,411	9,047	23,901	23,986	4,149	39,184	2,649
Liabilities
Accrued expenses payable to affiliate (note 4)		1	2	11	12	2	18	1
Payable for units withdrawn		—	—	—	—	—	—	—
Total liabilities		1	2	11	12	2	18	1
Net assets attributable to variable deferred annuity contractholders	$	2,410	9,045	23,890	23,974	4,147	39,166	2,648
Outstanding units: Type I		—	—	—	—	—	—	—
Net asset value per unit: Type I	$	—	—	—	—	—	—	—
Outstanding units: Type II		245	1,048	2,249	2,238	428	4,890	308
Net asset value per unit: Type II	$	9.82	8.63	8.68	9.00	9.70	7.91	8.59
Outstanding units: Type III		—	—	504	426	—	62	—
Net asset value per unit: Type III	$	—	—	8.67	8.99	—	7.90	—

F-11

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Assets and Liabilities, Continued

December 31, 2001

	Alliance Variable Products Series Fund, Inc.
	Growth and Income Portfolio		Premier Growth Portfolio	Quasar Portfolio
Assets
Investments in Alliance Variable Product Series Fund Inc., at fair value (note 2):
Growth and Income Portfolio (20,847 shares, cost — $451,094)	$	459,260	—	—
Premier Growth Portfolio (8,292 shares, cost — $200,502)		—	207,291	—
Quasar Portfolio (363 shares, cost — $3,255)		—	—	3,628
Dividend Receivable		—	—	—
Receivable from affiliate (note 4)		—	—	—
Receivable for units sold		1,838	—	—
Total assets		461,098	207,291	3,628
Liabilities
Accrued expenses payable to affiliate (note 4)		218	101	2
Payable for units withdrawn		—	617	—
Total liabilities		218	718	2
Net assets attributable to variable deferred annuity contractholders	$	460,880	206,573	3,626
Outstanding units: Type I		—	—	—
Net asset value per unit: Type I	$	—	—	—
Outstanding units: Type II		32,844	20,916	386
Net asset value per unit: Type II	$	9.29	8.85	9.39
Outstanding units: Type III		16,785	2,429	—
Net asset value per unit: Type III	$	9.28	8.84

See accompanying notes to financial statements.

F-12

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Operations

	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		Mid-Cap Value Equity Fund		Income Fund		U.S. Equity Fund
	Year Ended December 31, 2001
Investment income:
Income — Ordinary dividends	$	90,436		216,767	25,252		2,590		7,863	—		6,507		59,747		21,990
Expenses — Mortality and expense risk charges and administrative expenses — Type I (note 4)		96,368		79,599	8,930		3,484		2,249	2,371		8,021		11,324		30,030
Expenses — Mortality and expense risk charges and administrative expenses — Type II (note 4)		97		41	—		—		—	—		37		—		9
Expenses — Mortality and expense risk charges and administrative expenses — Type III (note 4)		9		5	—		—		—	—		—		—		1
Net investment income (expense)		(6,038	)	137,122	16,322		(894	)	5,614	(2,371	)	(1,551	)	48,423		(8,050	)
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss)		(240,383	)	—	(1,970	)	(4,466	)	2,529	284		1,049		3,511		(21,638	)
Unrealized appreciation (depreciation)		(748,036	)	—	(41,009	)	(60,554	)	6,752	(1,193	)	(39,008	)	(15,928	)	(151,900	)
Capital gain distributions		108,993		—	12,226		1,135		2,228	—		33,284		—		11,802
Net realized and unrealized gain (loss) on investments		(879,426	)	—	(30,753	)	(63,885	)	11,509	(909	)	(4,675	)	(12,417	)	(161,736	)
Increase (decrease) in net assets from operations	$	(885,464	)	137,122	(14,431	)	(64,779	)	17,123	(3,280	)	(6,226	)	36,006		(169,786	)

F-13

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Operations, Continued

	GE Investments Funds, Inc. (continued)
	Premier Growth Equity Fund			Value Equity Fund		Small-Cap Value Equity Fund
	Year Ended December 31, 2001			Period From November 6, 2001 to December 31, 2001		Period From September 17, 2001 to December 31, 2001
Investment income:
Income — Ordinary dividends	$	1,835		131		341
Expenses — Mortality and expense risk charges and administrative expenses — Type I (note 4)		19,177		—		—
Expenses — Mortality and expense risk charges and administrative expenses — Type II (note 4)		8		11		46
Expenses — Mortality and expense risk charges and administrative expenses — Type III (note 4)		1		—		7
Net investment income (expense)		(17,351	)	120		288
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss)		(12,798	)	—		4
Unrealized appreciation (depreciation)		(135,409	)	(114	)	1,696
Capital gain distributions		56,373		—		3,053
Net realized and unrealized gain (loss) on investments		(91,834	)	(114	)	4,753
Increase (decrease) in net assets from operations	$	(109,185	)	6		5,041

F-14

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Operations, Continued

	Variable Insurance Products Fund							Variable Insurance Products Fund II				Variable Insurance Products Fund III
	Equity- Income Portfolio			Growth Portfolio		Overseas Portfolio		Asset Manager Portfolio		Contrafund Portfolio		Growth & Income Portfolio		Growth Opportunities Portfolio
	Year ended December 31, 2001							Year ended December 31, 2001				Year ended December 31, 2001
Investment income:
Income — Ordinary dividends	$	20,281		1,662		22,838		10,626		24,331		11,649		2,652
Expenses — Mortality and expense risk charges and administrative expenses —  Type I (note 4)		24,515		32,785		7,828		4,632		44,451		15,737		10,903
Expenses — Mortality and expense risk charges and administrative expenses —  Type II (note 4)		—		—		—		—		—		—		—
Expenses — Mortality and expense risk charges and administrative expenses —  Type III (note 4)		—		—		—		—		—		—		—
Net investment income (expense)		(4,234	)	(31,123	)	15,010		5,994		(20,120	)	(4,088	)	(8,251	)
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss)		(19,919	)	(148,415	)	(25,408	)	(9,394	)	(115,243	)	(79,894	)	(20,204	)
Unrealized appreciation (depreciation)		(128,852	)	(471,052	)	(158,850	)	(14,681	)	(424,700	)	(71,404	)	(94,627	)
Capital gain distributions		56,980		156,196		36,099		3,985		85,875		37,400		—
Net realized and unrealized gain (loss) on investments		(91,791	)	(463,271	)	(148,159	)	(20,090	)	(454,068	)	(113,898	)	(114,831	)
Increase (decrease) in net assets from operations	$	(96,025	)	(494,394	)	(133,149	)	(14,096	)	(474,188	)	(117,986	)	(123,082	)

F-15

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Operations, Continued

	Variable Insurance Products Fund — Service Class 2					Variable Insurance Products Fund II — Service Class 2		Variable Insurance Products Fund III — Service Class 2
	Equity- Income Portfolio			Growth Portfolio		Contrafund Portfolio		Growth & Income Portfolio		Mid Cap Portfolio
	Period from August 13, 2001 to December 31, 2001			Period from October 4, 2001 to December 31, 2001		Period from October 18, 2001 to December 31, 2001		Period from August 31, 2001 to December 31, 2001		Period from August 31, 2001 to December 31, 2001
Investment income:
Income — Ordinary dividends	$	—		—		—		—		—
Expenses — Mortality and expense risk charges and administrative expenses — Type I (note 4)		—		—		—		—		—
Expenses — Mortality and expense risk charges and administrative expenses — Type II (note 4)		69		23		7		19		37
Expenses — Mortality and expense risk charges and administrative expenses — Type III (note 4)		10		1		4		2		9
Net investment income (expense)		(79	)	(24	)	(11	)	(21	)	(46	)
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss)		(895	)	—		—		3		(121	)
Unrealized appreciation (depreciation)		4,687		(589	)	185		2,001		2,928
Capital gain distributions		—		—		—		—		—
Net realized and unrealized gain (loss) on investments		3,792		(589	)	185		2,004		2,807
Increase (decrease) in net assets from operations	$	3,713		(613	)	174		1,983		2,761

F-16

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Operations, Continued

	Oppenheimer Variable Account Funds											Oppenheimer Variable Account Funds — Class 2 Shares
	High Income Fund/VA			Bond Fund/VA		Aggressive Growth Fund/VA		Capital Appreciation Fund/VA		Multiple Strategies Fund/VA		Global Securities Fund/VA		Main Street Growth & Income Fund/VA
	Year ended December 31, 2001											Period from September 25, 2001 to December 31, 2001		Period from August 13, 2001 to December 31, 2001
Investment income:
Income — Ordinary dividends	$	50,836		85,081		12,500		7,769		15,672		—		—
Expenses — Mortality and expense risk charges and administrative expenses — Type I (note 4)		9,657		19,108		17,751		19,979		8,846		—		—
Expenses — Mortality and expense risk charges and administrative expenses — Type II (note 4)		—		—		—		—		—		12		52
Expenses — Mortality and expense risk charges and administrative expenses — Type III (note 4)		—		—		—		—		—		4		11
Net investment income (expense)		41,179		65,973		(5,251	)	(12,210	)	6,826		(16	)	(63	)
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss)		(9,144	)	6,097		(266,179	)	(49,052	)	(4,537	)	2		—
Unrealized appreciation (depreciation)		(39,598	)	(19,700	)	(477,332	)	(261,182	)	(28,555	)	1,304		2,880
Capital gain distributions		—		—		195,038		116,589		20,933		—		—
Net realized and unrealized gain (loss) on investments		(48,742	)	(13,603	)	(548,473	)	(193,645	)	(12,159	)	1,306		2,880
Increase (decrease) in net assets from operations	$	(7,563	)	52,370		(553,724	)	(205,855	)	(5,333	)	1,290		2,817

F-17

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Operations, Continued

	Federated Insurance Series								Federated Insurance Series — Service Shares
	American Leaders Fund II			High Income Bond Fund II		Utility Fund II		International Small Company Fund II	High Income Bond Fund II
	Year ended December 31, 2001							Period from November 29, to December 31, 2001	Period from August 13, to December 31, 2001
Investment income:
Income — Ordinary dividends	$	11,190		30,136		17,186		—	—
Expenses — Mortality and expense risk charges and administrative expenses — Type I (note 4)		12,183		4,285		7,697		—	—
Expenses — Mortality and expense risk charges and administrative expenses — Type II (note 4)		—		—		—		—	9
Expenses — Mortality and expense risk charges and administrative expenses — Type III (note 4)		—		—		—		—	—
Net investment income (expense)		(993	)	25,851		9,489		—	(9	)
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss)		(8,320	)	(6,646	)	(8,931	)	—	—
Unrealized appreciation (depreciation)		(48,995	)	(19,359	)	(91,284	)	1	77
Capital gain distributions		4,877		—		—		—	—
Net realized and unrealized gain (loss) on investments		(52,438	)	(26,005	)	(100,215	)	1	77
Increase (decrease) in net assets from operations	$	(53,431	)	(154	)	(90,726	)	1	68

F-18

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Operations, Continued

	Janus Aspen Series
	Balanced Portfolio			Aggressive Growth Portfolio		Growth Portfolio		Worldwide Growth Portfolio		Flexible Income Portfolio		International Growth Portfolio		Capital Appreciation Portfolio
	Year Ended December 31, 2001
Investment income:
Income — Ordinary dividends	$	79,612		—		798		8,773		6,215		6,593		22,371
Expenses — Mortality and expense risk charges and administrative expenses —Type I (note 4)		80,845		62,860		50,181		49,419		2,564		28,425		73,218
Expenses — Mortality and expense risk charges and administrative expenses —  Type II (note 4)		—		—		—		—		—		—		—
Expenses — Mortality and expense risk charges and administrative expenses —  Type III (note 4)		—		—		—		—		—		—		—
Net investment income (expense)		(1,233	)	(62,860	)	(49,383	)	(40,646	)	3,651		(21,832	)	(50,847	)
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss)		(180,892	)	(903,116	)	(317,316	)	(347,393	)	1,333		(325,262	)	(340,348	)
Unrealized appreciation (depreciation)		(257,274	)	(1,577,389	)	(769,930	)	(625,073	)	(471	)	(307,416	)	(1,083,650	)
Capital gain distributions		70,404		—		8,668		7,865		5,490		13,718		41,045
Net realized and unrealized gain (loss) on investments		(367,762	)	(2,480,505	)	(1,078,578	)	(964,601	)	6,352		(618,960	)	(1,382,953	)
Increase (decrease) in net assets from operations	$	(368,995	)	(2,543,365	)	(1,127,961	)	(1,005,247	)	10,003		(640,792	)	(1,433,800	)

F-19

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Operations, Continued

	Janus Aspen Series — Service Shares
	Global Life Sciences Portfolio			Global Technology Portfolio		Aggressive Growth Portfolio		Balanced Portfolio		Capital Appreciation Portfolio		Growth Portfolio		International Growth Portfolio	Worldwide Growth Portfolio
	Period from November 18, 2001 to December 31, 2001			Period from November 5, 2001 to December 31, 2001		Period from August 15, 2001 to December 31, 2001		Period from August 15, 2001 to December 31, 2001		Period from August 13, 2001 to December 31, 2001		Period from November 29, 2001 to December 31, 2001		Period from October 31, 2001 to December 31, 2001	Period from September 10, 2001 to December 31, 2001
Investment income:
Income — Ordinary dividends	$	—		—		—		2,847		95		—		19	15
Expenses — Mortality and expense risk charges and administrative expenses — Type I (note 4)		—		—		—		—		—		—		—	—
Expenses — Mortality and expense risk charges and administrative expenses — Type II (note 4)		6		9		17		149		16		19		5	9
Expenses — Mortality and expense risk charges and administrative expenses — Type III (note 4)		—		1		—		13		8		—		2	1
Net investment income (expense)		(6	)	(10	)	(17	)	2,685		71		(19	)	12	5
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss)		—		16		63		129		(915	)	—		57	1
Unrealized appreciation (depreciation)		363		954		1,117		(109	)	210		(402	)	553	713
Capital gain distributions		—		—		—		—		—		—		—	—
Net realized and unrealized gain (loss) on investments		363		970		1,180		20		(705	)	(402	)	610	714
Increase (decrease) in net assets from operations	$	357		960		1,163		2,705		(634	)	(421	)	622	719

F-20

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Operations, Continued

	Alger American Fund					PBHG Insurance Series Fund, Inc.				Goldman Sachs Variable Insurance Trust				Salomon Brothers Variable Series Funds Inc
	Small Capitalization Portfolio			LargeCap Growth Portfolio		PBHG Large Cap Growth Portfolio		PBHG Growth II Portfolio		Growth and Income Fund		Mid Cap Value Fund		Strategic Bond Fund		Investors Fund		Total Return Fund
	Year ended December 31, 2001					Year ended December 31, 2001				Year ended December 31, 2001				Year ended December 31, 2001
Investment income:
Income — Ordinary dividends	$	439		2,802		—		—		1,936		13,158		6,052		1,812		2,153
Expenses — Mortality and expense risk charges and administrative expenses — Type I (note 4)		11,848		16,671		14,545		9,972		5,179		16,657		1,004		3,043		1,197
Expenses — Mortality and expense risk charges and administrative expenses — Type II (note 4)		—		—		—		—		—		—		—		—		—
Expenses — Mortality and expense risk charges and administrative expenses — Type III (note 4)		—		—		—		—		—		—		—		—		—
Net investment income (expense)		(11,409	)	(13,869	)	(14,545	)	(9,972	)	(3,243	)	(3,499	)	5,048		(1,231	)	956
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss)		(142,174	)	(28,392	)	(67,222	)	(83,539	)	(7,077	)	33,066		166		(15,445	)	(1,144	)
Unrealized appreciation (depreciation)		(161,064	)	(275,654	)	(297,054	)	(336,576	)	(28,664	)	31,548		(2,076	)	(7,288	)	(2,149	)
Capital gain distributions		—		151,941		—		—		—		67,964		—		2,984		—
Net realized and unrealized gain (loss) on investments		(303,238	)	(152,105	)	(364,276	)	(420,115	)	(35,741	)	132,578		(1,910	)	(19,749	)	(3,293	)
Increase (decrease) in net assets from operations	$	(314,647	)	(165,974	)	(378,821	)	(430,087	)	(38,984	)	129,079		3,138		(20,980	)	(2,337	)

F-21

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Operations, Continued

	PIMCO Variable Insurance Trust								AIM Variable Insurance Funds
	Foreign Bond Portfolio			Long-Term U.S. Government Bond Portfolio		High Yield Bond Portfolio	Total Return Bond Portfolio		AIM V.I. Capital Appreciation Fund		AIM V.I. Growth Fund		AIM V.I. Value Fund
	Period from August 15, 2001 to December 31, 2001			Period from October 22, 2001 to December 31, 2001		Period from September 25, 2001 to December 31, 2001	Period from August 13, 2001 to December 31, 2001		Period from November 5, 2001 to December 31, 2001		Period from August 31, 2001 to December 31, 2001		Period from August 13, 2001 to December 31, 2001
Investment income:
Income — Ordinary dividends	$	96		1,437		525	907		—		93		203
Expenses — Mortality and expense risk charges and administrative expenses —  Type I (note 4)		—		—		—	—		—		—		—
Expenses — Mortality and expense risk charges and administrative expenses —  Type II (note 4)		5		61		25	63		17		19		59
Expenses — Mortality and expense risk charges and administrative expenses —  Type III (note 4)		5		58		1	40		1		—		23
Net investment income (expense)		86		1,318		499	804		(18	)	74		121
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss)		77		(136	)	4	(53	)	17		(22	)	83
Unrealized appreciation (depreciation)		(268	)	(18,296	)	89	(4,923	)	(1,291	)	1,165		(1,475	)
Capital gain distributions		—		7,829		—	3,412		2,558		—		3,078
Net realized and unrealized gain (loss) on investments		(191	)	(10,603	)	93	(1,564	)	1,284		1,143		1,686
Increase (decrease) in net assets from operations	$	(105	)	(9,285	)	592	(760	)	1,266		1,217		1,807

F-22

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Operations, Continued

	Dreyfus				MFS® Variable Insurance Trust								Rydex Variable Trust		Alliance Variable Products Series Fund, Inc.
	Dreyfus Investment Portfolios — Emerging Markets Portfolio		The Dreyfus Socially Responsible Growth Fund, Inc.		MFS® Investors Growth Stock Series		MFS® Investors Trust Series		MFS® New Discovery Series		MFS® Utility Series		OTC Fund		Growth and Income Portfolio		Premier Growth Portfolio		Quasar Portfolio
	Period from October 18, 2001 to December 31,		Period from November 6, 2001 to December 31,		Period from October 4, 2001 to December 31,		Period from September 10, 2001 to December 31,		Period from November 5, 2001 to December 31,		Period from October 22, 2001 to December 31,		Period from November 16, 2001 to December 31,		Period from August 13, 2001 to December 31,		Period from August 20, 2001 to December 31,		Period from September 17, 2001 to December 31,
	2001		2001		2001		2001		2001		2001		2001		2001		2001		2001
Investment income:
Income — Ordinary dividends	$	14	1		—		—		—		—		—		—		—		—
Expenses — Mortality and expense risk charges and administrative expenses — Type I (note 4)		—	—		—		—		—		—		—		—		—		—
Expenses — Mortality and expense risk charges and administrative expenses — Type II (note 4)		6	5		9		10		2		17		1		139		89		2
Expenses — Mortality and expense risk charges and administrative expenses — Type III (note 4)		—	—		2		2		—		—		—		77		12		—
Net investment income (expense)		8	(4	)	(11	)	(12	)	(2	)	(17	)	(1	)	(216	)	(101	)	(2	)
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss)		10	—		66		50		102		340		—		(309	)	29		—
Unrealized appreciation (depreciation)		213	(16	)	705		751		116		137		(18	)	8,166		6,789		373
Capital gain distributions		—	—		—		—		—		—		—		—		—		—
Net realized and unrealized gain (loss) on investments		223	(16	)	771		801		218		477		(18	)	7,857		6,818		373
Increase (decrease) in net assets from operations	$	231	(20	)	760		789		216		460		(19	)	7,641		6,717		371

See accompanying notes to financial statements.

F-23

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets

	GE Investments Funds, Inc.
	S&P 500® Index Fund					Money Market Fund				Total Return Fund				International Equity Fund
	Year ended December 31,					Year ended December 31,				Year ended December 31,				Year ended December 31,
	2001			2000		2001		2000		2001		2000		2001		2000
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	(6,038	)	(10,939	)	137,122		134,805		16,322		6,359		(894	)	(23	)
Net realized gain (loss)		(240,383	)	16,937		—		—		(1,970	)	164		(4,466	)	407
Unrealized appreciation (depreciation) on investments		(748,036	)	(735,987	)	—		—		(41,009	)	(10,804	)	(60,554	)	(33,555	)
Capital gain distributions		108,993		120,420		—		—		12,226		14,338		1,135		23,490
Increase (decrease) in net assets from operations		(885,464	)	(609,569	)	137,122		134,805		(14,431	)	10,057		(64,779	)	(9,681	)
From capital transactions:
Net premiums		3,012,811		3,376,266		2,108,967		4,621,125		184,738		144,891		158,072		136,504
Loan Interest		—		—		—		—		—		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		(8,685	)	—		(48,669	)	—		—		—		—		—
Surrenders		(343,047	)	(235,529	)	(190,441	)	(78,709	)	(14,251	)	(6,142	)	(10,494	)	(3,081	)
Loans		—		—		—		—		—		—		—		—
Administrative expenses (note 4)		(3,990	)	(516	)	(1,002	)	(97	)	(473	)	(78	)	(89	)	—
Transfer gain (loss) and transfer fees		36,051		1,737		(2,635	)	2,540		2,096		233		(41	)	430
Transfers (to) from the Guarantee Account		1,062,368		1,273,227		(926,541	)	80,694		190,624		97,456		13,053		7,584
Interfund transfers		(332,044	)	240,690		808,655		(2,001,589	)	257,207		50,269		16,420		—
Increase (decrease) in net assets from capital transactions		3,423,464		4,655,875		1,748,334		2,623,964		619,941		286,629		176,921		141,437
Increase (decrease) in net assets		2,538,000		4,046,306		1,885,456		2,758,769		605,510		296,686		112,142		131,756
Net assets at beginning of year		6,242,093		2,195,787		4,462,906		1,704,137		385,140		88,454		158,734		26,978
Net assets at end of year	$	8,780,093		6,242,093		6,348,362		4,462,906		990,650		385,140		270,876		158,734

F-24

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

December 31, 2001

	GE Investments Funds, Inc. (continued)
	Real Estate Securities Fund					Global Income Fund				Mid-Cap Value Equity Fund				Income Fund
	Year ended December 31,					Year ended December 31,				Year ended December 31,				Year ended December 31,
	2001			2000		2001		2000		2001		2000		2001		2000
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	5,614		2,250		(2,371	)	(1,164	)	(1,551	)	279		48,423		16,937
Net realized gain (loss)		2,529		517		284		(1,083	)	1,049		(1,325	)	3,511		(100	)
Unrealized appreciation (depreciation) on investments		6,752		3,393		(1,193	)	1,374		(39,008	)	14,457		(15,928	)	6,490
Capital gain distributions		2,228		263		—		—		33,284		13,107		—		—
Increase (decrease) in net assets from operations		17,123		6,423		(3,280	)	(873	)	(6,226	)	26,518		36,006		23,327
From capital transactions:
Net premiums		84,759		28,909		58,825		51,414		481,506		212,889		282,963		86,216
Loan Interest		—		—		—		—		—		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		—		—		(5,251	)	—		—		—		—		—
Surrenders		(3,144	)	(1,436	)	(3,817	)	(780	)	(6,341	)	(14,189	)	(28,777	)	(7,952	)
Loans		—		—		—		—		—		—		—		—
Administrative expenses (note 4)		(76	)	(2	)	(48	)	(13	)	(254	)	(52	)	(175	)	(30	)
Transfer gain (loss) and transfer fees		(45	)	61		59		77		15,303		9,210		(316	)	(21	)
Transfers (to) from the Guarantee Account		38,676		12,620		7,560		8,827		152,335		45,778		83,518		85,949
Interfund transfers		20,829		27,024		(6,033	)	(737	)	(72,963	)	(16,074	)	502,795		25,926
Increase (decrease) in net assets from capital transactions		140,999		67,176		51,295		58,788		569,589		237,562		840,008		190,088
Increase (decrease) in net assets		158,122		73,599		48,015		57,915		563,363		264,080		876,014		213,415
Net assets at beginning of year		75,450		1,851		121,115		63,200		383,298		119,218		374,519		161,104
Net assets at end of year	$	233,572		75,450		169,130		121,115		946,658		383,298		1,250,533		374,519

F-25

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	GE Investments Funds, Inc. (continued)
	U.S. Equity Fund					Premier Growth Equity Fund				Value Equity Fund		Small-Cap Value Equity Fund
	Year ended December 31,					Year ended December 31,		Period from May 12, 2000 to December 31,		Period from November 6, 2001 to December 31,		Period from September 17, 2001 to December 31,
	2001			2000		2001		2000		2001		2001
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	(8,050	)	(1,968	)	(17,351	)	(451	)	120		288
Net realized gain (loss)		(21,638	)	267		(12,798	)	(30	)	—		4
Unrealized appreciation (depreciation) on investments		(151,900	)	(37,537	)	(135,409	)	(16,709	)	(114	)	1,696
Capital gain distributions		11,802		29,784		56,373		10,698		—		3,053
Increase (decrease) in net assets from operations		(169,786	)	(9,454	)	(109,185	)	(6,492	)	6		5,041
From capital transactions:
Net premiums		2,718,229		218,273		1,733,065		222,717		22,840		94,972
Loan Interest		—		—		—		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		—		—		—		—		—		—
Surrenders		(58,228	)	(31,076	)	(25,580	)	(551	)	—		(42	)
Loans		—		—		—		—		—		—
Administrative expenses (note 4)		(255	)	(75	)	(82	)	—		—		—
Transfer gain (loss) and transfer fees		5,497		(648	)	(898	)	(127	)	384		1,315
Transfers (to) from the Guarantee Account		131,575		147,317		23,819		59,075		—		13,970
Interfund transfers		(65,972	)	28,624		33,413		—		—		—
Increase (decrease) in net assets from capital transactions		2,730,846		362,415		1,763,737		281,114		23,224		110,215
Increase (decrease) in net assets		2,561,060		352,961		1,654,552		274,622		23,230		115,256
Net assets at beginning of year		681,842		328,881		274,622		—		—		—
Net assets at end of year	$	3,242,902		681,842		1,929,174		274,622		23,230		115,256

F-26

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	Variable Insurance Products Fund
	Equity-Income Portfolio					Growth Portfolio				Overseas Portfolio
	Year ended December 31,					Year ended December 31,				Year ended December 31,
	2001			2000		2001		2000		2001		2000
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	(4,234	)	(439	)	(31,123	)	(22,791	)	15,010		(2,601	)
Net realized gain (loss)		(19,919	)	(14,553	)	(148,415	)	693		(25,408	)	(5,598	)
Unrealized appreciation (depreciation) on investments		(128,852	)	44,296		(471,052	)	(399,929	)	(158,850	)	(99,969	)
Capital gain distributions		56,980		38,096		156,196		89,038		36,099		15,119
Increase (decrease) in net assets from operations		(96,025	)	67,400		(494,394	)	(332,989	)	(133,149	)	(93,049	)
From capital transactions:
Net premiums		358,395		387,451		160,505		1,501,166		62,545		419,747
Loan Interest		—		—		—		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		(13,573	)	—		(30,931	)	—		(7,925	)	—
Surrenders		(99,104	)	(31,554	)	(102,754	)	(49,377	)	(28,327	)	(15,436	)
Loans		—		—		—		—		—		—
Administrative expenses (note 4)		(721	)	(182	)	(1,733	)	(237	)	(319	)	(22	)
Transfer gain (loss) and transfer fees		(1,714	)	3,148		(2,948	)	303		(297	)	(935	)
Transfers (to) from the Guarantee Account		499,155		132,429		608,948		427,963		109,103		21,322
Interfund transfers		437,892		31,437		(36,604	)	19,497		178,189		(11,499	)
Increase (decrease) in net assets from capital transactions		1,180,330		522,729		594,483		1,899,315		312,969		413,177
Increase (decrease) in net assets		1,084,305		590,130		100,089		1,566,326		179,820		320,128
Net assets at beginning of year		1,099,854		509,724		2,272,723		706,397		455,764		135,636
Net assets at end of year	$	2,184,159		1,099,854		2,372,812		2,272,723		635,584		455,764

F-27

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	Variable Insurance Products Fund II									Variable Insurance Products Fund III
	Asset Manager Portfolio					Contrafund Portfolio				Growth & Income Portfolio				Growth Opportunities Portfolio
	Year ended December 31,					Year ended December 31,				Year ended December 31,				Year ended December 31,
	2001			2000		2001		2000		2001		2000		2001		2000
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	5,994		1,410		(20,120	)	(28,446	)	(4,088	)	(5,462	)	(8,251	)	(2,978	)
Net realized gain (loss)		(9,394	)	(2,237	)	(115,243	)	(13,974	)	(79,894	)	(4,471	)	(20,204	)	(16,224	)
Unrealized appreciation (depreciation) on investments		(14,681	)	(20,037	)	(424,700	)	(387,197	)	(71,404	)	(26,978	)	(94,627	)	(155,771	)
Capital gain distributions		3,985		10,764		85,875		192,986		37,400		14,590		—		33,039
Increase (decrease) in net assets from operations		(14,096	)	(10,101	)	(474,188	)	(236,631	)	(117,986	)	(22,321	)	(123,082	)	(141,934	)
From capital transactions:
Net premiums		(24,849	)	192,881		189,537		1,661,934		416,397		706,511		154,761		327,326
Loan Interest		—		—		—		—		—		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		—		—		(24,253	)	—		—		—		—		—
Surrenders		(17,956	)	(2,010	)	(160,458	)	(87,313	)	(151,752	)	(91,363	)	(8,143	)	(30,882	)
Loans		—		—		—		—		—		—		—		—
Administrative expenses (note 4)		(201	)	(53	)	(2,284	)	(385	)	(692	)	(102	)	(522	)	(106	)
Transfer gain (loss) and transfer fees		(242	)	(4,776	)	(640	)	(444	)	2,317		537		(136	)	(780	)
Transfers (to) from the Guarantee Account		185,915		30,011		397,335		542,934		239,752		152,952		81,153		111,039
Interfund transfers		(24,424	)	(36,930	)	(119,158	)	108,312		(22,546	)	32,939		(31,567	)	25,025
Increase (decrease) in net assets from capital transactions		118,243		179,124		280,079		2,225,038		483,476		801,474		195,546		431,622
Increase (decrease) in net assets		104,147		169,023		(194,109	)	1,988,407		365,490		779,153		72,464		289,688
Net assets at beginning of year		289,578		120,555		3,281,126		1,292,719		931,374		152,221		761,762		472,074
Net assets at end of year	$	393,725		289,578		3,087,017		3,281,126		1,296,864		931,374		834,226		761,762

F-28

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	Variable Insurance Products Fund — Service Class 2					Variable Insurance   Products Fund II — Service Class 2		Variable Insurance Products Fund III — Service Class 2
	Equity- Income Portfolio			Growth Portfolio		Contrafund Portfolio		Growth & Income Portfolio		Mid-Cap Portfolio
	Period from August 13, 2001 to December 31, 2001			Period from October 4, 2001 to December 31, 2001		Period from October 18, 2001 to December 31, 2001		Period from August 31, 2001 to December 31, 2001		Period from August 31, 2001 to December 31, 2001
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	(79	)	(24	)	(11	)	(21	)	(46	)
Net realized gain (loss)		(895	)	—		—		3		(121	)
Unrealized appreciation (depreciation) on investments		4,687		(589	)	185		2,001		2,928
Capital gain distributions		—		—		—		—		—
Increase (decrease) in net assets from operations		3,713		(613	)	174		1,983		2,761
From capital transactions:
Net premiums		194,659		54,911		34,317		37,756		124,654
Loan Interest		—		—		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		—		—		—		—		—
Surrenders		(19,934	)	—		—		—		(40	)
Loans		—		—		—		—		—
Administrative expenses (note 4)		—		—		—		—		—
Transfer gain (loss) and transfer fees		3,655		1,001		360		(78	)	676
Transfers (to) from the Guarantee Account		(11,472	)	5,657		1,543		1,744		(13,690	)
Interfund transfers		—		—		—		—		—
Increase (decrease) in net assets from capital transactions		166,908		61,569		36,220		39,422		111,600
Increase (decrease) in net assets		170,621		60,956		36,394		41,405		114,361
Net assets at beginning of year		—		—		—		—		—
Net assets at end of year	$	170,621		60,956		36,394		41,405		114,361

F-29

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	Oppenheimer Variable Account Funds
	High Income Fund/VA					Bond Fund/VA				Aggressive Growth Fund/VA				Capital Appreciation Fund/VA				Multiple Strategies Fund/VA
	Year ended December 31,					Year ended December 31,				Year ended December 31,				Year ended December 31,				Year ended December 31,
	2001			2000		2001		2000		2001		2000		2001		2000		2001		2000
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	41,179		24,362		65,973		26,321		(5,251	)	(15,468	)	(12,210	)	(7,920	)	6,826		3,134
Net realized gain (loss)		(9,144	)	(7,283	)	6,097		(2,956	)	(266,179	)	(2,468	)	(49,052	)	(2,505	)	(4,537	)	384
Unrealized appreciation (depreciation) on investments		(39,598	)	(35,385	)	(19,700	)	12,406		(477,332	)	(539,911	)	(261,182	)	(92,758	)	(28,555	)	(4,991	)
Capital gain distributions		—		—		—		—		195,038		19,100		116,589		16,371		20,933		8,498
Increase (decrease) in net assets from operations		(7,563	)	(18,306	)	52,370		35,771		(553,724	)	(538,747	)	(205,855	)	(86,812	)	(5,333	)	7,025
From capital transactions:
Net premiums		58,407		255,044		533,398		440,975		166,989		1,531,110		684,723		793,660		133,037		172,491
Loan Interest		—		—		—		—		—		—		—		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		(11,964	)	—		(7,511	)	—		(7,790	)	—		(15,427	)	—		(2,862	)	—
Surrenders		(16,135	)	(47,978	)	(108,058	)	(51,680	)	(52,204	)	(28,493	)	(44,508	)	(24,926	)	(30,756	)	(3,560	)
Loans		—		—		—		—		—		—		—		—		—		—
Administrative expenses (note 4)		(265	)	(43	)	(692	)	(56	)	(1,111	)	(192	)	(961	)	(43	)	(332	)	(46	)
Transfer gain (loss) and transfer fees		319		144		60		(62	)	2,861		5,597		(1,722	)	(314	)	(68	)	(678	)
Transfers (to) from the Guarantee Account		165,116		61,178		121,755		98,068		103,804		246,051		290,980		211,272		334,795		50,978
Interfund transfers		279,541		(12,651	)	309,700		65,394		(129,538	)	227,554		19,296		78,177		175,142		40,796
Increase (decrease) in net assets from capital transactions		475,019		255,695		848,652		552,639		83,011		1,981,627		932,381		1,057,826		608,956		259,981
Increase (decrease) in net assets		467,456		237,388		901,022		588,410		(470,713	)	1,442,880		726,526		971,014		603,623		267,006
Net assets at beginning of year		414,322		176,934		1,016,680		428,270		1,591,871		148,991		1,071,259		100,245		317,979		50,973
Net assets at end of year	$	881,778		414,322		1,917,702		1,016,680		1,121,158		1,591,871		1,797,785		1,071,259		921,602		317,979

F-30

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	Oppenheimer Variable Account Funds — Class 2 Shares					Federated Insurance Series
	Global Securities Fund/VA			Main Street Growth & Income Fund/VA		American Leaders Fund II				High Income Bond Fund II				Utility Fund II
	Period from September 25, 2001 to December 31, 2001			Period from August 13, 2001 to December 31, 2001		Year ended December 31,				Year ended December 31,				Year ended December 31,
						2001		2000		2001		2000		2001		2000
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	(16	)	(63	)	(993	)	(3,627	)	25,851		18,536		9,489		2,464
Net realized gain (loss)		2		—		(8,320	)	(3,648	)	(6,646	)	(7,077	)	(8,931	)	(649	)
Unrealized appreciation (depreciation) on investments		1,304		2,880		(48,995	)	18,395		(19,359	)	(42,272	)	(91,284	)	(53,694	)
Capital gain distributions		—		—		4,877		8,225		—		—		—		5,006
Increase (decrease) in net assets from operations		1,290		2,817		(53,431	)	19,345		(154	)	(30,813	)	(90,726	)	(46,873	)
From capital transactions:
Net premiums		36,981		108,633		22,532		522,124		20,400		83,632		53,180		285,303
Loan Interest		—		—		—		—		—		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		—		—		—		—		—		—		(5,019	)	(3,769	)
Surrenders		—		(40	)	(30,613	)	(23,904	)	(14,009	)	(2,394	)	(7,161	)	(21,412	)
Loans		—		—		—		—		—		—		—		—
Administrative expenses (note 4)		—		—		(496	)	(70	)	(91	)	(28	)	(271	)	(38	)
Transfer gain (loss) and transfer fees		99		448		(941	)	(1,611	)	5		221		(679	)	(327	)
Transfers (to) from the Guarantee Account		1,198		21,825		106,397		91,916		24,036		18,785		119,126		64,897
Interfund transfers		—		—		55,894		(30,026	)	(11,262	)	28,266		(5,298	)	(27,247	)
Increase (decrease) in net assets from capital transactions		38,278		130,866		152,773		558,429		19,079		128,482		153,878		297,407
Increase (decrease) in net assets		39,568		133,683		99,342		577,774		18,925		97,669		63,152		250,534
Net assets at beginning of year		—		—		803,891		226,117		292,820		195,151		491,703		241,169
Net assets at end of year	$	39,568		133,683		903,233		803,891		311,745		292,820		554,855		491,703

F-31

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	Federated Insurance Series (continued)		Federated Insurance Series — Service Shares
	International Small Company Fund II		High Income Bond Fund II
	Period from November 29, 2001 to December 31, 2001		Period from August 13, 2001 to December 31, 2001
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	—	(9	)
Net realized gain (loss)		—	—
Unrealized appreciation (depreciation) on investments		1	77
Capital gain distributions		—	—
Increase (decrease) in net assets from operations		1	68
From capital transactions:
Net premiums		—	11,255
Loan Interest		—	—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		—	—
Surrenders		—	—
Loans		—	—
Administrative expenses (note 4)		—	—
Transfer gain (loss) and transfer fees		—	(20	)
Transfers (to) from the Guarantee Account		232	10,674
Interfund transfers		—	—
Increase (decrease) in net assets from capital transactions		232	21,909
Increase (decrease) in net assets		233	21,977
Net assets at beginning of year		—	—
Net assets at end of year	$	233	21,977

F-32

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	Janus Aspen Series
	Balanced Portfolio					Aggressive Growth Portfolio				Growth Portfolio				Worldwide Growth Portfolio
	Year ended December 31,					Year ended December 31,				Year ended December 31,				Year ended December 31,
	2001			2000		2001		2000		2001		2000		2001		2000
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	(1,233	)	(11,672	)	(62,860	)	(89,262	)	(49,383	)	(41,349	)	(40,646	)	(40,613	)
Net realized gain (loss)		(180,892	)	7,453		(903,116	)	107,084		(317,316	)	10,970		(347,393	)	40,200
Unrealized appreciation (depreciation) on investments		(257,274	)	(645,146	)	(1,577,389	)	(3,844,634	)	(769,930	)	(1,012,431	)	(625,073	)	(1,190,191	)
Capital gain distributions		70,404		459,875		—		788,112		8,668		267,474		7,865		300,416
Increase (decrease) in net assets from operations		(368,995	)	(189,490	)	(2,543,365	)	(3,038,700	)	(1,127,961	)	(775,336	)	(1,005,247	)	(890,188	)
From capital transactions:
Net premiums		873,947		2,592,620		290,994		5,044,265		422,537		3,134,823		265,100		2,875,338
Loan Interest		—		—		—		—		—		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		(13,104	)	(22,159	)	(20,787	)	(18,763	)	(13,330	)	(4,276	)	—		(22,309	)
Surrenders		(318,957	)	(213,197	)	(172,588	)	(403,123	)	(158,863	)	(73,660	)	(160,107	)	(71,617	)
Loans		—		—		—		—		—		—		—		—
Administrative expenses (note 4)		(2,804	)	(741	)	(3,320	)	(812	)	(2,269	)	(517	)	(1,899	)	(296	)
Transfer gain (loss) and transfer fees		(141	)	(2,520	)	258		31,955		3,345		(7,310	)	468		4,794
Transfers (to) from the Guarantee Account		471,622		857,154		453,313		845,912		380,109		597,679		461,801		631,772
Interfund transfers		(458,514	)	62,170		(354,700	)	516,142		(355,415	)	(137,936	)	(548,261	)	(24,707	)
Increase (decrease) in net assets from capital transactions		552,049		3,273,327		193,170		6,015,576		276,114		3,508,803		17,102		3,392,975
Increase (decrease) in net assets		183,054		3,083,837		(2,350,195	)	2,976,876		(851,847	)	2,733,467		(988,145	)	2,502,787
Net assets at beginning of year		5,688,763		2,604,926		6,085,156		3,108,280		4,026,946		1,293,479		4,126,203		1,623,416
Net assets at end of year	$	5,871,817		5,688,763		3,734,961		6,085,156		3,175,099		4,026,946		3,138,058		4,126,203

F-33

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	Janus Aspen Series (continued)
	Flexible Income Portfolio					International Growth Portfolio				Capital Appreciation Portfolio
	Year ended December 31,					Year ended December 31,				Year ended December 31,
	2001			2000		2001		2000		2001		2000
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	3,651		472		(21,832	)	(15,455	)	(50,847	)	(46,565	)
Net realized gain (loss)		1,333		(1,062	)	(325,262	)	(4,035	)	(340,348	)	92,586
Unrealized appreciation (depreciation) on investments		(471	)	1,390		(307,416	)	(639,252	)	(1,083,650	)	(1,485,680	)
Capital gain distributions		5,490		3,555		13,718		82,813		41,045		45,609
Increase (decrease) in net assets from operations		10,003		4,355		(640,792	)	(575,929	)	(1,433,800	)	(1,394,050	)
From capital transactions:
Net premiums		95,715		17,959		189,769		1,931,331		278,722		3,793,276
Loan Interest		—		—		—		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		—		(2,564	)	(20,329	)	—		(34,280	)	(19,637	)
Surrenders		(13,405	)	(3,501	)	(103,432	)	(33,070	)	(172,058	)	(222,513	)
Loans		—		—		—		—		—		—
Administrative expenses (note 4)		(52	)	(21	)	(1,464	)	(105	)	(3,245	)	(994	)
Transfer gain (loss) and transfer fees		239		(21	)	655		2,790		1,317		15,986
Transfers (to) from the Guarantee Account		15,457		14,319		173,225		411,424		479,593		681,022
Interfund transfers		14,526		(1,990	)	(335,012	)	328,897		(558,485	)	(146,050	)
Increase (decrease) in net assets from capital transactions		112,480		24,181		(96,588	)	2,641,267		(8,436	)	4,101,090
Increase (decrease) in net assets		122,483		28,536		(737,380	)	2,065,338		(1,442,236	)	2,707,040
Net assets at beginning of year		98,756		70,220		2,388,959		323,621		6,095,767		3,388,727
Net assets at end of year	$	221,239		98,756		1,651,579		2,388,959		4,653,531		6,095,767

F-34

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	Janus Aspen Series — Service Shares
	Global Life Sciences Portfolio			Global Technology Portfolio		Aggressive Growth Portfolio		Balanced Portfolio		Capital Appreciation Portfolio		Growth Portfolio		International Growth Portfolio		Worldwide Growth Portfolio
	Period from November 18, 2001 to December 31, 2001			Period from November 5, 2001 to December 31, 2001		Period from August 15, 2001 to December 31, 2001		Period from August 15, 2001 to December 31, 2001		Period from August 13, 2001 to December 31, 2001		Period from November 29, 2001 to December 31, 2001		Period from October 31, 2001 to December 31, 2001		Period from September 10, 2001 to December 31, 2001
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	(6	)	(10	)	(17	)	2,685		71		(19	)	12		5
Net realized gain (loss)		—		16		63		129		(915	)	—		57		1
Unrealized appreciation (depreciation) on investments		363		954		1,117		(109	)	210		(402	)	553		713
Capital gain distributions		—		—		—		—		—		—		—		—
Increase (decrease) in net assets from operations		357		960		1,163		2,705		(634	)	(421	)	622		719
From capital transactions:
Net premiums		10,746		20,506		21,731		354,477		62,215		39,064		14,862		12,892
Loan Interest		—		—		—		—		—		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		—		—		—		—		—		—		—		—
Surrenders		—		—		—		(38,376	)	—		—		(396	)	—
Loans		—		—		—		—		—		—		—		—
Administrative expenses (note 4)		—		—		—		—		—		—		—		—
Transfer gain (loss) and transfer fees		(224	)	120		(326	)	1,791		1,619		1,023		60		71
Transfers (to) from the Guarantee Account		704		—		13,068		29,523		(14,292	)	397		3,757		10,747
Interfund transfers		—		—		—		—		—		—		—		—
Increase (decrease) in net assets from capital transactions		11,226		20,626		34,473		347,415		49,542		40,484		18,283		23,710
Increase (decrease) in net assets		11,583		21,586		35,636		350,120		48,908		40,063		18,905		24,429
Net assets at beginning of year		—		—		—		—		—		—		—		—
Net assets at end of year	$	11,583		21,586		35,636		350,120		48,908		40,063		18,905		24,429

F-35

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	Alger American Fund									PBHG Insurance Series Fund, Inc.
	Small Capitalization Portfolio					LargeCap Growth Portfolio				PBHG Large Cap Growth Portfolio				PBHG Growth II Portfolio
	Year ended December 31,					Year ended December 31,				Year ended December 31,				Year ended December 31,
	2001			2000		2001		2000		2001		2000		2001		2000
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	(11,409	)	(10,534	)	(13,869	)	(13,426	)	(14,545	)	(8,413	)	(9,972	)	(10,794	)
Net realized gain (loss)		(142,174	)	(41,574	)	(28,392	)	11,334		(67,222	)	(349	)	(83,539	)	21,523
Unrealized appreciation (depreciation) on investments		(161,064	)	(500,225	)	(275,654	)	(329,907	)	(297,054	)	(182,284	)	(336,576	)	(372,036	)
Capital gain distributions		—		242,875		151,941		122,367		—		20,225		—		21,546
Increase (decrease) in net assets from operations		(314,647	)	(309,458	)	(165,974	)	(209,632	)	(378,821	)	(170,821	)	(430,087	)	(339,761	)
From capital transactions:
Net premiums		97,337		673,890		155,541		588,297		236,575		885,263		78,424		862,385
Loan Interest		—		—		—		—		—		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		(1,530	)	—		—		—		—		—		(9,228	)	—
Surrenders		(45,457	)	(11,507	)	(32,620	)	(23,480	)	(28,829	)	(886	)	(8,165	)	(793	)
Loans		—		—		—		—		—		—		—		—
Administrative expenses (note 4)		(588	)	(77	)	(533	)	(91	)	(532	)	(25	)	(716	)	(82	)
Transfer gain (loss) and transfer fees		1,005		299		(962	)	(2,586	)	(1,089	)	1,453		(427	)	(364	)
Transfers (to) from the Guarantee Account		136,966		136,675		104,597		59,798		112,741		214,723		31,315		140,107
Interfund transfers		93,441		36,063		103,259		(25,852	)	(115,044	)	158,106		(23,782	)	164,609
Increase (decrease) in net assets from capital transactions		281,174		835,343		329,282		596,086		203,822		1,258,634		67,421		1,165,862
Increase (decrease) in net assets		(33,473	)	525,885		163,308		386,454		(174,999	)	1,087,813		(362,666	)	826,101
Net assets at beginning of year		910,008		384,123		1,078,685		692,231		1,149,832		62,019		966,368		140,267
Net assets at end of year	$	876,535		910,008		1,241,993		1,078,685		974,833		1,149,832		603,702		966,368

F-36

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	Goldman Sachs Variable Insurance Trust									Salomon Brothers Variable Series Funds Inc
	Growth and Income Fund					Mid Cap Value Fund				Strategic Bond Fund				Investors Fund
	Year ended December 31,					Year ended December 31,				Year ended December 31, 2001		Period from August 9, 2000 to December 31, 2000		Year ended December 31, 2001		Period from May 15, 2000 to December 31, 2000
	2001			2000		2001		2000
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	(3,243	)	(2,097	)	(3,499	)	(650	)	5,048		415		(1,231	)	259
Net realized gain (loss)		(7,077	)	(122	)	33,066		(2,036	)	166		—		(15,445	)	11
Unrealized appreciation (depreciation) on investments		(28,664	)	(15,562	)	31,548		153,996		(2,076	)	(222	)	(7,288	)	(335	)
Capital gain distributions		—		—		67,964		21,504		—		—		2,984		1,911
Increase (decrease) in net assets from operations		(38,984	)	(17,781	)	129,079		172,814		3,138		193		(20,980	)	1,846
From capital transactions:
Net premiums		83,708		259,268		189,124		307,826		24,453		7,500		50,139		37,028
Loan Interest		—		—		—		—		—		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		—		—		—		—		—		—		(7,312	)	—
Surrenders		(23,038	)	(19,209	)	(17,970	)	(26,666	)	(1,171	)	—		(7,382	)	(414	)
Loans		—		—		—		—		—		—		—		—
Administrative expenses (note 4)		(105	)	(29	)	(403	)	(68	)	(28	)	—		(117	)	—
Transfer gain (loss) and transfer fees		1,716		(177	)	3,674		356		(72	)	—		(465	)	(35	)
Transfers (to) from the Guarantee Account		36,356		37,358		108,335		81,489		101,389		—		70,219		7,924
Interfund transfers		(6,659	)	35,947		151,850		123,139		21,967		—		98,685		20,000
Increase (decrease) in net assets from capital transactions		91,978		313,158		434,610		486,075		146,538		7,500		203,767		64,503
Increase (decrease) in net assets		52,994		295,377		563,689		658,889		149,676		7,693		182,787		66,349
Net assets at beginning of year		355,498		60,121		923,874		264,985		7,693		—		66,349		—
Net assets at end of year	$	408,492		355,498		1,487,563		923,874		157,369		7,693		249,136		66,349

F-37

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	Salomon Brothers Variable Series Funds Inc (continued)
	Total Return Fund
	Year ended December 31, 2001			Period from April 28, 2000 to December 31, 2000
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	956		732
Net realized gain (loss)		(1,144	)	70
Unrealized appreciation (depreciation) on investments		(2,149	)	322
Capital gain distributions		—		—
Increase (decrease) in net assets from operations		(2,337	)	1,124
From capital transactions:
Net premiums		31,209		25,356
Loan Interest		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		—		—
Surrenders		(1,811	)	(981	)
Loans		—		—
Administrative expenses (note 4)		(37	)	—
Transfer gain (loss) and transfer fees		(11	)	(2	)
Transfers (to) from the Guarantee Account		8,959		7,314
Interfund transfers		34,580		(1,715	)
Increase (decrease) in net assets from capital transactions		72,889		29,972
Increase (decrease) in net assets		70,552		31,096
Net assets at beginning of year		31,096		—
Net assets at end of year	$	101,648		31,096

F-38

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	PIMCO Variable Insurance Trust								AIM Variable Insurance Funds
	Foreign Bond Portfolio			Long-Term U.S. Government Bond Portfolio		High Yield Bond Portfolio	Total Return Bond Portfolio		AIM V.I. Capital Appreciation Fund		AIM V.I. Growth Fund		AIM V.I. Value Fund
	Period from August 15, 2001 to December 31, 2001			Period from October 22, 2001 to December 31, 2001		Period from September 25, 2001 to December 31, 2001	Period from August 13, 2001 to December 31, 2001		Period from November 5, 2001 to December 31, 2001		Period from August 31, 2001 to December 31, 2001		Period from August 13, 2001 to December 31, 2001
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	86		1,318		499	804		(18	)	74		121
Net realized gain (loss)		77		(136	)	4	(53	)	17		(22	)	83
Unrealized appreciation (depreciation) on investments		(268	)	(18,296	)	89	(4,923	)	(1,291	)	1,165		(1,475	)
Capital gain distributions		—		7,829		—	3,412		2,558		—		3,078
Increase (decrease) in net assets from operations		(105	)	(9,285	)	592	(760	)	1,266		1,217		1,807
From capital transactions:
Net premiums		18,979		243,255		48,497	214,406		37,940		35,409		162,342
Loan Interest		—		—		—	—		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		—		—		—	—		—		—		—
Surrenders		—		(669	)	—	(1,460	)	—		—		(692	)
Loans		—		—		—	—		—		—		—
Administrative expenses (note 4)		—		—		—	—		—		—		—
Transfer gain (loss) and transfer fees		(109	)	278		256	(40	)	(158	)	(345	)	721
Transfers (to) from the Guarantee Account		—		4,849		7,970	18,363		2,295		5,381		8,528
Interfund transfers		—		—		—	—		—		—		—
Increase (decrease) in net assets from capital transactions		18,870		247,713		56,723	231,269		40,077		40,445		170,899
Increase (decrease) in net assets		18,765		238,428		57,315	230,509		41,343		41,662		172,706
Net assets at beginning of year		—		—		—	—		—		—		—
Net assets at end of year	$	18,765		238,428		57,315	230,509		41,343		41,662		172,706

F-39

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	Dreyfus					MFS® Variable Insurance Trust								Rydex Variable Trust
	Dreyfus Investment Portfolios — Emerging Markets Portfolio			The Dreyfus Socially Responsible Growth Fund, Inc.		MFS® Investors Growth Stock Series		MFS® Investors Trust Series		MFS® New Discovery Series		MFS® Utility Series		OTC Fund
	Period from October 18, 2001 to December 31,			Period from November 6, 2001 to December 31,		Period from October 4, 2001 to December 31,		Period from September 10, 2001 to December 31,		Period from November 5, 2001 to December 31,		Period from October 22, 2001 to December 31,		Period from November 16, 2001 to December 31,
	2001			2001		2001		2001		2001		2001		2001
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	8		(4	)	(11	)	(12	)	(2	)	(17	)	(1	)
Net realized gain (loss)		10		—		66		50		102		340		—
Unrealized appreciation (depreciation) on investments		213		(16	)	705		751		116		137		(18	)
Capital gain distributions		—		—		—		—		—		—		—
Increase (decrease) in net assets from operations		231		(20	)	760		789		216		460		(19	)
From capital transactions:
Net premiums		—		6,613		19,064		8,347		1,500		39,199		2,670
Loan Interest		—		—		—		—		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		—		—		—		—		—		—		—
Surrenders		—		—		—		(384	)	—		—		—
Loans		—		—		—		—		—		—		—
Administrative expenses (note 4)		—		—		—		—		—		—		—
Transfer gain (loss) and transfer fees		(129	)	1		(198	)	(39	)	(34	)	(493	)	(3	)
Transfers (to) from the Guarantee Account		2,308		2,451		4,264		15,261		2,465		—		—
Interfund transfers		—		—		—		—		—		—		—
Increase (decrease) in net assets from capital transactions		2,179		9,065		23,130		23,185		3,931		38,706		2,667
Increase (decrease) in net assets		2,410		9,045		23,890		23,974		4,147		39,166		2,648
Net assets at beginning of year		—		—		—		—		—		—		—
Net assets at end of year	$	2,410		9,045		23,890		23,974		4,147		39,166		2,648

F-40

GE CAPITAL LIFE SEPARATE ACCOUNT II

Statements of Changes in Net Assets, Continued

	Alliance Variable Product Series Fund, Inc.
	Growth and Income Portfolio			Premier Growth Portfolio		Quasar Portfolio
	Period from August 13, 2001 to December 31,			Period from August 20, 2001 to December 31,		Period from September 17, 2001 to December 31,
	2001			2001		2001
Increase (decrease) in net assets
From operations:
Net investment income (expense)	$	(216	)	(101	)	(2	)
Net realized gain (loss)		(309	)	29		—
Unrealized appreciation (depreciation) on investments		8,166		6,789		373
Capital gain distributions		—		—		—
Increase (decrease) in net assets from operations		7,641		6,717		371
From capital transactions:
Net premiums		474,497		171,132		—
Loan Interest		—		—		—
Transfers (to) from the general account of GE Capital Life:
Death Benefits		—		—		—
Surrenders		(21,884	)	(1,277	)	—
Loans		—		—		—
Administrative expenses (note 4)		—		—		—
Transfer gain (loss) and transfer fees		896		3,961		(6	)
Transfers (to) from the Guarantee Account		(270	)	26,040		3,261
Interfund transfers		—		—		—
Increase (decrease) in net assets from capital transactions		453,239		199,856		3,255
Increase (decrease) in net assets		460,880		206,573		3,626
Net assets at beginning of year		—		—		—
Net assets at end of year	$	460,880		206,573		3,626

See accompanying notes to financial statements.

F-41

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements

December 31, 2001

(1)  Description of Entity

GE Capital Life Separate Account II (the Account) is a separate investment account established in 1996 by GE Life Assurance Company of New York (GE Capital Life). The Account operates as a unit investment trust under the Investment Company Act of 1940. The Account began selling flexible premium variable deferred annuities in 1999 and is used to fund certain benefits for flexible premium variable deferred annuity policies issued by GE Capital Life. GE Capital Life is a stock life insurance company incorporated in New York on February 23, 1988. GE Capital Life is a wholly-owned subsidiary of General Electric Capital Assurance Company. General Electric Capital Assurance Company and its parent GE Financial Assurance Holdings, Inc. are, an indirect, wholly-owned subsidiary of General Electric Capital Corporation (GE Capital). GE Capital, a diversified financial services company, is, directly or indirectly, a wholly-owned subsidiary of General Electric Company (GE), a New York corporation.

During 2001, MFS Variable Insurance Trust changed the name of its MFS Growth Series to MFS Investors Growth Stock Series and its MFS Growth With Income Series to MFS Investors Trust Series.

In 2001, 34 new investment subdivisions were added to the Account for Type II and Type III policies (see note 2). The Value Equity and Small-Cap Value Equity Funds each invests in a designated portfolio of the GE Investments Funds, Inc. The Equity-Income and Growth Portfolios each invests in a designated portfolio of the Variable Insurance Products Fund — Service Class 2. The Contrafund Portfolio invests in a designated portfolio of the Variable Insurance Products Fund II — Service Class 2. The Growth & Income and Mid Cap Portfolios each invests in a designated portfolio of the Variable Insurance Products Fund III — Service Class 2. The Global Securities Fund/VA and the Main Street Growth & Income Fund/VA each invests in a designated portfolio of the Oppenheimer Variable Account Funds — Class 2 Shares. The International Small Company Fund II invests in a designated portfolio of the Federated Insurance Series. The High Income Bond Fund II invests in a designated portfolio of the Federated Insurance Series — Service Shares. The Aggressive Growth, Balanced, Capital Appreciation, Growth, International Growth, and Worldwide Growth Portfolios each invests in a designated portfolio of the Janus Aspen Series — Service Shares. The Foreign Bond, Long-Term U.S. Government Bond, High Yield Bond, and Total Return Bond Portfolios each invests in a designated portfolio of the PIMCO Variable Insurance Trust. The AIM V.I. Capital Appreciation, AIM V.I. Growth and AIM V.I. Value Funds each invests solely in a designated portfolio of the AIM Variable Insurance Funds. The Dreyfus Investment Portfolios-Emerging Markets Portfolio and The Dreyfus Socially Responsible Growth Fund, Inc. each invests solely in designated portfolios of Dreyfus. The MFS^® Growth Series, the MFS^® Growth With Income Series, the MFS^® New Discovery Series, and the MFS^® Utility Series each invests in a designated portfolio of the MFS^® Variable Insurance Trust. The OTC Fund invests in a designated portfolio of the Rydex Variable Trust. The Growth and Income, Premier Growth, and Quasar Portfolios each invests in a designated portfolio of the Alliance Variable Products Series Fund, Inc.

In October 2000, the Alger American Fund changed the name of its Growth Portfolio to the LargeCap Growth Portfolio.

In May 2000, GE Investments Funds, Inc. changed the name of its Value Equity Fund to the Mid-Cap Value Equity Fund.

In February 2000, four new investment subdivisions were added to the Account for Type I Policies. The Premier Growth Equity Fund invests solely in a designated portfolio of the GE Investments Funds, Inc. The Strategic Bond Fund, the Investors Fund, and the Total Return Fund each invest solely in a designated portfolio of the Salomon Brothers Variable Series Funds Inc.

All designated portfolios described above are series type mutual funds.

F-42

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

(2)  Summary of Significant Accounting Policies

(a)  Unit Class

There are three unit classes included in the Account. Type I units are sold under policy form P1066. Type II and Type III units are sold under policy form NY1155.

(b)  Investments

Investments are stated at fair value, which is based on the underlying net asset value per share of the respective portfolios or funds. Purchases and sales of investments are recorded on the trade date and income distributions are recorded on the ex-dividend date. Realized gains and losses on investments are determined on the average cost basis. The units and unit values are disclosed as of the last business day in the applicable year or period.

(c)  Federal Income Taxes

The Account is not taxed separately because the operations of the Account are part of the total operations of GE Capital Life. GE Capital Life is taxed as a life insurance company under the Internal Revenue Code (the Code). GE Capital Life is included in the General Electric Capital Assurance Company consolidated federal income tax return. The account will not be taxed as a regulated investment company under subchapter M of the code. Under existing federal income tax law, no taxes are payable on the investment income or on the capital gains of the Account.

(d)  Use of Estimates

Financial statements prepared in conformity with accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect amounts and disclosures reported therein. Actual results could differ from those estimates.

F-43

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

(3)  Purchases and Sales of Investments

The aggregate cost of the investments acquired and the aggregate proceeds of investments sold, for the year or lesser period ended December 31, 2001 were:

Fund/Portfolio	Cost of Shares Acquired		Proceeds from Shares Sold
GE Investment Funds, Inc.:
S&P 500® Index Fund	$	4,733,071	$	1,194,122
Money Market Fund		6,127,247		3,838,385
Total Return Fund		690,220		44,033
International Equity Fund		195,567		18,331
Real Estate Securities Fund		246,858		93,649
Global Income Fund		121,083		72,862
Mid-Cap Value Equity Fund		777,794		179,383
Income Fund		1,013,777		128,017
U.S. Equity Fund		2,926,594		190,685
Premier Growth Equity Fund		1,964,118		161,007
Value Equity Fund		23,364		11
Small-Cap Value Equity Fund		113,805		194
Variable Insurance Products Fund:
Equity-Income Portfolio		1,573,521		342,657
Growth Portfolio		1,141,669		419,531
Overseas Portfolio		444,591		71,352
Variable Insurance Products Fund II:
Asset Manager Portfolio		204,930		76,772
Contrafund Portfolio		802,012		445,565
Variable Insurance Products Fund III:
Growth & Income Portfolio		1,000,381		484,963
Growth Opportunities Portfolio		257,620		69,815
Variable Insurance Products Fund — Service Class 2:
Equity-Income Portfolio		203,537		36,166
Growth Portfolio		59,471		26
Variable Insurance Products Fund II — Service Class 2:
Contrafund Portfolio		36,235		14
Variable Insurance Products Fund III — Service Class 2:
Growth & Income Portfolio		39,228		96
Mid Cap Portfolio		128,907		17,525
Oppenheimer Variable Account Funds:
High Income Fund/VA		612,598		88,590
Bond Fund/VA		1,323,592		409,268
Aggressive Growth Fund/VA		616,351		342,597
Capital Appreciation Fund/VA		1,246,373		211,780
Multiple Strategies Fund/VA		765,593		128,537
Oppenheimer Variable Account Funds — Class 2 Shares:
Global Securities Fund/VA		38,292		42
Main Street Growth & Income Fund/VA		131,188		329

F-44

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

Fund/Portfolio	Cost of Shares Acquired		Proceeds from Shares Sold
Federated Insurance Series:
American Leaders Fund II	$	255,537	$	98,963
High Income Bond Fund II		94,550		49,576
Utility Fund II		206,810		43,361
International Small Company Fund II		116		0
Federated Insurance Series — Service Shares:
High Income Bond Fund II		21,934		25
Janus Aspen Series:
Balanced Portfolio		2,209,427		1,587,506
Aggressive Growth Portfolio		1,020,591		884,829
Growth Portfolio		978,283		742,874
Worldwide Growth Portfolio		846,472		862,238
Flexible Income Portfolio		201,043		81,372
International Growth Portfolio		575,132		680,101
Capital Appreciation Portfolio		995,502		1,013,874
Janus Aspen Series — Service Shares:
Global Life Sciences Portfolio		11,456		230
Global Technology Portfolio		20,672		46
Aggressive Growth Portfolio		34,497		328
Balanced Portfolio		387,842		39,184
Capital Appreciation Portfolio		65,870		16,233
Growth Portfolio		40,499		15
International Growth Portfolio		18,743		441
Worldwide Growth Portfolio		23,446		24
Alger American Fund:
Small Capitalization Portfolio		466,325		188,287
LargeCap Growth Portfolio		555,108		87,975
PBHG Insurance Series Fund, Inc.:
PBHG Large Cap Growth Portfolio		373,331		183,978
PBHG Growth II Portfolio		153,758		96,494
Goldman Sachs Variable Insurance Trust:
Growth and Income Fund		149,201		60,695
Mid Cap Value Fund		757,346		257,290
Salomon Brothers Variable Series Funds Inc.:
Strategic Bond Fund		160,727		9,074
Investors Fund		361,095		157,727
Total Return Fund		94,299		20,417
PIMCO Variable Insurance Trust:
Foreign Bond Portfolio		19,032		114
Long-Term U.S. Government Bond Portfolio		258,724		3,153
High Yield Bond Portfolio		56,998		79
Total Return Bond Portfolio		236,363		2,128

F-45

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

Fund/Portfolio	Cost of Shares Acquired		Proceeds from Shares Sold
AIM Variable Insurance Funds:
AIM V.I. Capital Appreciation Fund	$	43,094	$	457
AIM V.I. Growth Fund		40,905		367
AIM V.I. Value Fund		174,102		1,595
Dreyfus:
Dreyfus Investment Portfolios — Emerging Markets Portfolio		2,634		446
The Dreyfus Socially Responsible Growth Fund, Inc.		8,774		3
MFS® Variable Insurance Trust:
MFS® Investors Growth Stock Series		23,441		309
MFS® Investors Trust Series		23,566		464
MFS® New Discovery Series		5,599		1,669
MFS® Utility Series		39,262		555
Rydex Variable Trust:
OTC Fund		2,669		4
Alliance Variable Products Series Fund, Inc.:
Growth and Income Portfolio		492,450		41,047
Premier Growth Portfolio		201,660		1,188
Quasar Portfolio		3,261		7

(4)  Related Party Transactions

The premiums transferred from GE Capital Life to the Account represent net premiums received by GE Capital Life on its flexible variable deferred annuity products, less deductions retained as compensation for certain distribution expenses and premium taxes. In addition, certain contractholders elect to deposit premiums in the general account of GE Capital Life and, over a period up to one year, periodically and systematically transfer those premiums to the subaccount of their choice (i.e., dollar-cost average the unit purchases). Amounts transferred to the Guarantee Account earn interest at the interest rate in effect at the time of such transfer and remain in effect for the guarantee period, after which a new rate may be declared. Such transfers are reflected in the Statements of Changes in Net Assets as Transfers (to) from the Guarantee Account and in the Capital Transactions footnote as units exchanged.

If a policy is surrendered or lapses during the first six years, a charge is made by GE Capital Life to cover the expenses of issuing the policy. In addition, for Type I policies, surrender charges are assessed against payments made upon the maturity date if the maturity date occurs before all of the premium payments have been in the policy for seven years. Subject to certain limitations, the charge generally equals 6% of the premium withdrawn in the first four years, and this charge decreases 2% per year for Type I policies and1% per year for Type II and Type III every year thereafter.

GE Capital Life will deduct a charge of $25 plus .15% for Type I Policies and $30 plus .15% for Type II and Type III policies per year from the Account for certain administrative charges. In addition, GE Capital Life charges the Account for the mortality and expense (M&E) risk that GE Capital Life assumes. Fee based on the following rates: Type I — 1.25%, Type II — 1.30%, and Type III — 1.50%. The administrative expenses as well as the M&E charges are deducted daily and reflect the effective annual rates.

Capital Brokerage Corporation, an affiliate of GE Capital Life, is a Washington Corporation registered with the Commission under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the National Association of

F-46

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

Securities Dealers, Inc. Capital Brokerage Corporation serves as principal underwriter for variable annuities issued by GE Capital Life. Certain officers and directors of GE Capital Life are also officers and directors of Capital Brokerage Corporation.

GE Investments Funds, Inc. (the Fund) is an open-end diversified management investment company. GE Investment Management Incorporated (Investment Advisor), a wholly-owned subsidiary of GE, currently serves as investment advisor to GE Investments Funds, Inc. As compensation for its services, the Investment Advisor is paid an investment advisory fee by the Fund based on the average daily net assets at an effective annual rate of .35% for the S&P 500^® Index Fund, .50% for the Money Market, Income, and Total Return Funds, 1.00% for the International Equity Fund, .85% for the Real Estate Securities Fund, .60% for the Global Income Fund, .55% for the U.S. Equity Fund and .65% for the Mid-Cap Value Equity, Premier Growth Equity Funds, and Value Equity Funds, and .80% for the Small-Cap Value Equity Fund.

(5)  Capital Transactions

The increase (decrease) in outstanding units and amounts by type and by separate account from capital transactions with contractholders for each of the years or lesser periods in the two year period ended December 31, 2001 are as follows:

F-47

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	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
	Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount
Type I Units:
Units Purchased	273,230		$	3,376,266		428,354		$	4,621,125		12,389		$	144,891		12,469		$	136,504		2,721		$	28,909		5,389		$	51,414
Units Redeemed	(19,103	)		(236,045	)	(7,305	)		(78,806	)	(532	)		(6,221	)	(281	)		(3,081	)	(135	)		(1,438	)	(83	)		(793	)
Units Exchanged	122,516			1,513,917		(178,057	)		(1,920,895	)	12,563			147,725		693			7,584		3,732			39,644		848			8,089
Net increase (decrease) from capital transactions with contractholders during the year ended December 31, 2000	376,643		$	4,654,138		242,992		$	2,621,420		24,420		$	286,395		12,881		$	141,007		6,318		$	67,115		6,154		$	58,710
Units Purchased	281,113			2,781,809		179,318			1,993,913		16,197			184,738		15,993			158,072		7,094			84,759		6,350			58,825
Units Redeemed	(35,825	)		(354,511	)	(21,594	)		(240,112	)	(1,291	)		(14,724	)	(1,071	)		(10,583	)	(269	)		(3,220	)	(984	)		(9,115	)
Units Exchanged	73,078			723,152		(11,014	)		(122,475	)	39,266			447,832		2,982			29,473		4,982			59,505		165			1,527
Net increase (decrease) from capital transactions with contractholders during the year ended December 31, 2001	318,366		$	3,150,450		146,710		$	1,631,326		54,172		$	617,846		17,904		$	176,962		11,807		$	141,043		5,531		$	51,237

F-48

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	GE Investments Funds, Inc. (continued)
	Mid-Cap Value Equity Fund					Income Fund					U.S. Equity Fund					Premier Growth Equity Fund
	Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount
Type I Units:
Units Purchased	19,923		$	212,889		8,234		$	86,216		17,587		$	218,273		22,237		$	222,717
Units Redeemed	(1,333	)		(14,241	)	(762	)		(7,982	)	(2,510	)		(31,150	)	(55	)		(551	)
Units Exchanged	2,780			29,704		10,684			111,875		14,175			175,941		5,898			59,075
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2000	21,370		$	228,352		18,156		$	190,109		29,252		$	363,064		28,080		$	281,241
Units Purchased	36,605			424,730		24,836			282,963		234,663			2,700,161		186,247			1,712,107
Units Redeemed	(569	)		(6,595	)	(2,541	)		(28,952	)	(5,082	)		(58,483	)	(2,792	)		(25,662	)
Units Exchanged	4,556			52,857		51,462			586,314		5,655			65,067		6,226			57,232
Net increase (decrease) from capital transactions with contractholders during the year ended December 31, 2001	40,592		$	470,991		73,757		$	840,324		235,236		$	2,706,745		189,681		$	1,743,678

F-49

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Variable Insurance Products Fund															Variable Insurance Products Fund II										Variable Insurance Products Fund III
	Equity Income Portfolio					Growth Portfolio					Overseas Portfolio					Asset Manager Portfolio					Contrafund Portfolio					Growth & Income Portfolio					Growth Opportunities Portfolio
	Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount
Type I Units:
Units Purchased	36,559		$	387,451		98,379		$	1,501,166		32,832		$	419,747		17,048		$	192,881		128,094		$	1,661,934		62,406		$	706,511		30,835		$	327,326
Units Redeemed	(2,994	)		(31,736	)	(3,252	)		(49,614	)	(1,209	)		(15,458	)	(183	)		(2,062	)	(6,760	)		(87,698	)	(8,079	)		(91,464	)	(2,919	)		(30,988	)
Units Exchanged	15,462			163,866		29,324			447,461		769			9,822		(611	)		(6,919	)	50,194			651,246		16,420			185,891		12,817			136,064
Net increase (decrease) from capital transactions with contractholders during the year ended December 31, 2000	49,027		$	519,582		124,451		$	1,899,013		32,392		$	414,111		16,254		$	183,899		171,528		$	2,225,482		70,747		$	800,938		40,733		$	432,403
Units Purchased	32,956			358,395		13,156			160,505		6,734			62,545		(2,467	)		(24,849	)	15,828			189,537		39,746			416,397		19,460			154,761
Units Redeemed	(10,427	)		(113,398	)	(11,100	)		(135,417	)	(3,937	)		(36,572	)	(1,802	)		(18,157	)	(15,616	)		(186,995	)	(14,551	)		(152,444	)	(1,090	)		(8,666	)
Units Exchanged	86,170			937,046		46,917			572,345		30,936			287,293		16,031			161,491		23,231			278,177		20,734			217,206		6,236			49,586
Net increase (decrease) from capital transactions with contractholders during the year ended December 31, 2001	108,699		$	1,182,043		48,973		$	597,433		33,733		$	313,266		11,762		$	118,485		23,443		$	280,719		45,929		$	481,159		24,606		$	195,681

F-50

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Oppenheimer Variable Account Funds
	High Income Fund/VA					Bond Fund/VA					Aggressive Growth Fund/VA					Capital Appreciation Fund/VA					Multiple Strategies Fund/VA
	Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount
Type I Units:
Units Purchased	26,691		$	255,044		43,782		$	440,975		72,542		$	1,531,110		50,733		$	793,660		15,232		$	172,491
Units Redeemed	(5,025	)		(48,021	)	(5,137	)		(51,736	)	(1,359	)		(28,685	)	(1,596	)		(24,969	)	(318	)		(3,606	)
Units Exchanged	5,079			48,527		16,230			163,462		22,439			473,605		18,502			289,448		8,105			91,775
Net increase (decrease) from capital transactions with contractholders during the year ended December 31, 2000	26,745		$	255,551		54,875		$	552,701		93,622		$	1,976,030		67,639		$	1,058,140		23,019		$	260,659
Units Purchased	6,182			58,407		47,798			533,398		8,317			166,989		51,669			684,723		11,340			133,037
Units Redeemed	(3,002	)		(28,364	)	(10,418	)		(116,261	)	(3,043	)		(61,104	)	(4,595	)		(60,895	)	(2,894	)		(33,949	)
Units Exchanged	47,058			444,657		38,663			431,455		(1,282	)		(25,734	)	23,413			310,276		43,466			509,937
Net increase (decrease) from capital transactions with contractholders during the year ended December 31, 2001	50,238		$	474,700		76,043		$	848,592		3,992		$	80,151		70,487		$	934,104		51,912		$	609,025

F-51

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Federated Insurance Series
	American Leaders Fund II					High Income Bond Fund II					Utility Fund II
	Units		$ Amount			Units		$ Amount			Units		$ Amount
Type I Units:
Units Purchased	48,293		$	522,124		8,782		$	83,632		26,798		$	285,303
Units Redeemed	(2,217	)		(23,974	)	(254	)		(2,422	)	(2,369	)		(25,219	)
Units Exchanged	5,725			61,890		4,942			47,051		3,537			37,650
Net increase (decrease) from capital transactions with contractholders during the year ended December 31, 2000	51,801		$	560,041		13,470		$	128,261		27,966		$	297,734
Units Purchased	2,015			22,532		2,313			20,400		5,616			53,180
Units Redeemed	(2,782	)		(31,108	)	(1,589	)		(14,100	)	(1,315	)		(12,451	)
Units Exchanged	14,514			162,291		1,449			12,773		12,020			113,828
Net increase (decrease) from capital transactions with contractholders during the year ended December 31, 2001	13,747		$	153,715		2,163		$	19,073		16,321		$	154,557

F-52

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Janus Aspen Series
	Balanced Portfolio					Aggressive Growth Portfolio					Growth Portfolio					Worldwide Growth Portfolio					Flexible Income Portfolio					International Growth Portfolio					Capital Appreciation Portfolio
	Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount
Type I Units:
Units Purchased	186,633		$	2,592,620		195,359		$	5,044,265		196,176		$	3,134,823		176,225		$	2,875,338		1,739		$	17,959		112,082		$	1,931,331		204,833		$	3,793,276
Units Redeemed	(16,995	)		(236,097	)	(16,371	)		(422,698	)	(4,910	)		(78,453	)	(5,774	)		(94,223	)	(589	)		(6,086	)	(1,925	)		(33,175	)	(13,129	)		(243,144	)
Units Exchanged	66,178			919,324		52,751			1,362,054		28,770			459,743		37,207			607,065		1,194			12,329		42,964			740,321		28,888			534,972
Net increase (decrease) from capital transactions with contractholders during the year ended December 31, 2000	235,816		$	3,275,846		231,739		$	5,983,621		220,036		$	3,516,112		207,658		$	3,388,180		2,344		$	24,202		153,121		$	2,638,477		220,592		$	4,085,104
Units Purchased	65,568			873,947		15,088			290,994		29,044			422,537		(24,957	)		265,100		8,695			95,715		29,360			189,769		131,832			278,722
Units Redeemed	(25,123	)		(334,865	)	(10,199	)		(196,696	)	(11,992	)		(174,462	)	15,252			(162,006	)	(1,223	)		(13,457	)	(19,374	)		(125,225	)	(99,130	)		(209,582	)
Units Exchanged	983			13,109		5,114			98,612		1,697			24,693		8,139			(86,459	)	2,723			29,983		(25,031	)		(161,787	)	(37,315	)		(78,892	)
Net increase (decrease) from capital transactions with contractholders during the year ended December 31, 2001	41,428		$	552,191		10,003		$	192,911		18,749		$	272,768		(1,566	)	$	16,635		10,195		$	112,241		(15,045	)	$	(97,243	)	(4,613	)	$	(9,753	)

F-53

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Alger American Fund										PBHG Insurance Series Fund, Inc.
	Small Capitalization Portfolio					LargeCap Growth Portfolio					PBHG Large Cap Growth Portfolio					PBHG Growth II Portfolio
	Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount
Type I Units:
Units Purchased	48,805		$	673,890		39,797		$	588,297		45,562		$	885,263		38,518		$	862,385
Units Redeemed	(839	)		(11,584	)	(1,594	)		(23,571	)	(47	)		(911	)	(39	)		(875	)
Units Exchanged	12,510			172,738		2,296			33,946		19,188			372,829		13,610			304,716
Net increase (decrease) from capital transactions with contractholders during the year ended December 31, 2000	60,476		$	835,046		40,499		$	598,672		64,703		$	1,257,181		52,089		$	1,166,226
Units Purchased	11,634			97,337		13,418			155,541		15,667			236,575		4,404			78,424
Units Redeemed	(5,686	)		(47,575	)	(2,860	)		(33,153	)	(1,944	)		(29,361	)	(1,017	)		(18,109	)
Units Exchanged	27,540			230,407		17,931			207,855		(153	)		(2,303	)	423			7,533
Net increase (decrease) from capital transactions with contractholders during the year ended December 31, 2001	33,488		$	280,168		28,489		$	330,243		13,570		$	204,912		3,810		$	67,848

F-54

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Goldman Sachs Variable Insurance Trust										Salomon Brothers Variable Series Funds Inc
	Growth and Income Fund					Mid Cap Value Fund					Strategic Bond Fund					Investors Fund					Total Return Fund
	Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount			Units		$ Amount
Type I Units:
Units Purchased	26,542		$	259,268		30,324		$	307,826		727		$	7,500		3,202		$	37,028		2,427		$	25,356
Units Redeemed	(1,969	)		(19,238	)	(2,634	)		(26,734	)	—			—		(36	)		(414	)	(94	)		(981	)
Units Exchanged	7,504			73,305		20,159			204,628		—			—		2,414			27,924		536			5,599
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2000	32,077		$	313,335		47,849		$	485,720		727		$	7,500		5,580		$	64,538		2,869		$	29,975
Units Purchased	10,105			83,708		15,276			189,124		2,233			24,453		4,073			50,139		2,876			31,209
Units Redeemed	(2,794	)		(23,143	)	(1,484	)		(18,373	)	(110	)		(1,199	)	(1,204	)		(14,811	)	(170	)		(1,848	)
Units Exchanged	3,584			29,696		21,016			260,184		11,264			123,356		13,716			168,904		4,014			43,539
Net increase (decrease) from capital transactions with contractholders during the year ended December 31, 2001	10,895		$	90,261		34,808		$	430,935		13,387		$	146,610		16,585		$	204,232		6,720		$	72,900

F-55

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	GE Investments Funds, Inc.
	S&P 500® Index Fund					Money Market Fund			Mid-Cap Value Equity Fund			U.S. Equity Fund			Premier Growth Fund			Value Equity Fund			Small-Cap Value Equity Fund
	Units		$ Amount			Units	$ Amount		Units	$ Amount		Units	$ Amount		Units	$ Amount		Units	$ Amount		Units		$ Amount
Type II Units:
Units Purchased	23,814		$	210,352		104,117	$	105,054	6,181	$	56,776	1,955	$	17,818	2,290	$	20,708	2,533	$	22,840	8,096		$	82,336
Units Redeemed	(137	)		(1,211	)	—		—	—		—	—		—	—		—	—		—	(4	)		(42	)
Units Exchanged	689			6,082		4,549		4,589	2,887		26,515	59		536	—		—	—		—	1,374			13,970
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2001	24,366		$	215,223		108,666	$	109,644	9,068	$	83,291	2,014	$	18,354	2,290	$	20,708	2,533	$	22,840	9,466		$	96,265

F-56

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Variable Insurance Products Fund — Service Class 2								Variable Insurance Products Fund II — Service Class 2			Variable Insurance Products Fund III — Service Class 2
	Equity-Income Portfolio					Growth Portfolio			Contrafund Portfolio			Growth & Income Portfolio			Mid Cap Portfolio
	Units		$ Amount			Units	$ Amount		Units	$ Amount		Units	$ Amount		Units		$ Amount
Type II Units:
Units Purchased	17,835		$	158,275		5,750	$	50,884	2,882	$	26,817	4,012	$	36,356	11,008		$	109,738
Units Redeemed	(136	)		(1,206	)	—		—	—		—	—		—	(4	)		(40	)
Units Exchanged	(1,293	)		(11,472	)	639		5,657	166		1,543	193		1,744	(1,373	)		(13,690	)
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2001	16,406		$	145,597		6,389	$	56,542	3,048	$	28,360	4,205	$	38,100	9,631		$	96,008

F-57

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Oppenheimer Variable Account Funds — Class 2 Shares								Federated Insurance Series			Federated Insurance Series — Service Shares
	Global Securities Fund/VA			Main Street Growth & Income Fund/VA					International Small Company Fund II			High Income Bond Fund II
	Units	$ Amount		Units		$ Amount			Units	$ Amount		Units	$ Amount
Type II Units:
Units Purchased	3,150	$	28,472	9,897		$	88,986		—	$	—	1,123	$	10,755
Units Redeemed	—		—	(4	)		(40	)	—		—	—		—
Units Exchanged	133		1,198	2,428			21,826		30		232	1,115		10,674
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2001	3,283	$	29,670	12,321		$	110,772		30	$	232	2,238	$	21,429

F-58

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Janus Aspen Series — Service Shares
	Global Life Sciences Portfolio			Global Technology Portfolio			Aggressive Growth Portfolio			Balanced Portfolio					Capital Appreciation Portfolio					Growth Portfolio
	Units	$ Amount		Units	$ Amount		Units	$ Amount		Units		$ Amount			Units		$ Amount			Units	$ Amount
Type II units:
Units Purchased	1,067	$	10,746	2,389	$	17,860	2,828	$	21,731	30,566		$	293,601		5,640		$	48,699		4,890	$	39,064
Units Redeemed	—		—	—		—	—		—	(137	)		(1,319	)	—			—		—		—
Units Exchanged	70		704	—		—	1,700		13,068	3,074			29,523		(1,655	)		(14,292	)	50		397
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2001	1,137	$	11,451	2,389	$	17,860	4,528	$	34,799	33,503		$	321,805		3,985		$	34,407		4,940	$	39,461

F-59

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Janus Aspen Series — Service Shares						PIMCO Variable Insurance Trust
	International Growth Portfolio			Worldwide Growth Portfolio			Foreign Bond Portfolio			Long-Term U.S. Government Bond Portfolio			High Yield Bond Portfolio			Total Return Bond Portfolio
	Units	$ Amount		Units	$ Amount		Units	$ Amount		Units	$ Amount		Units	$ Amount		Units	$ Amount
Type II Units:
Units Purchased	1,292	$	10,778	1,247	$	10,265	1,017	$	10,555	11,868	$	130,467	4,586	$	45,350	11,794	$	124,745
Units Redeemed	—		—	—		—	—		—	—		—	—		—	—		—
Units Exchanged	450		3,757	1,174		9,657	—		—	441		4,849	806		7,970	1,736		18,363
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2001	1,742	$	14,535	2,421	$	19,922	1,017	$	10,555	12,309	$	135,316	5,392	$	53,321	13,530	$	143,108

F-60

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	AIM Variable Insurance Funds									Dreyfus
	AIM V.I. Capital Appreciation Fund			AIM V.I. Growth Fund			AIM V.I. Value Fund			Dreyfus Investment Portfolios — Emerging Markets Portfolio			The Dreyfus Socially Responsible Growth Fund, Inc.
	Units	$ Amount		Units	$ Amount		Units	$ Amount		Units	$ Amount		Units	$ Amount
Type II Units:
Units Purchased	4,068	$	35,293	4,133	$	35,409	13,507	$	120,190	—	$	—	765	$	6,613
Units Redeemed	—		—	—		—	—		—	—		—	—		—
Units Exchanged	265		2,295	628		5,381	836		7,438	245		2,308	283		2,451
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2001	4,333	$	37,588	4,761	$	40,790	14,343	$	127,629	245	$	2,308	1,048	$	9,064

F-61

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	MFS® Variable Insurance Trust												Rydex Variable Trust
	MFS® Investors Growth Stock Series			MFS® Investors Trust Series			MFS® New Discovery Series			MFS® Utility Series			OTC Fund
	Units	$ Amount		Units	$ Amount		Units	$ Amount		Units	$ Amount		Units	$ Amount
Type II units:
Units Purchased	1,740	$	14,582	489	$	4,262	162	$	1,500	4,890	$	38,699	308	$	2,670
Units Redeemed	—		—	—		—	—		—	—		—	—		—
Units Exchanged	509		4,264	1,749		15,261	266		2,465	—		—	—		—
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2001	2,249	$	18,846	2,238	$	19,524	428	$	3,965	4,890	$	38,699	308	$	2,670

F-62

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Alliance Variable Products Series Fund, Inc.
	Growth and Income Portfolio					Premier Growth Portfolio					Quasar Portfolio
	Units		$ Amount			Units		$ Amount			Units	$ Amount
Type II units:
Units Purchased	33,013		$	300,948		18,076		$	150,695		—	$	—
Units Redeemed	(139	)		(1,268	)	(153	)		(1,277	)	—		—
Units Exchanged	(30	)		(270	)	2,993			24,950		386		3,261
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2001	32,844		$	299,410		20,916		$	174,368		386	$	3,261

F-63

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	GE Investments Funds, Inc.
	S&P 500® Index Fund			Money Market Fund			U.S. Equity Fund			Premier Growth Fund			Small-Cap Value Equity Fund
	Units	$ Amount		Units	$ Amount		Units	$ Amount		Units	$ Amount		Units	$ Amount
Type III units:
Units Purchased	2,262	$	20,651	9,904	$	10,000	28	$	250	29	$	250	1,266	$	12,636
Units Redeemed	—		—	—		—	—		—	—		—	—		—
Units Exchanged	119		1,090	—		—	—		—	—		—	—		—
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2001	2,381	$	21,740	9,904	$	10,000	28	$	250	29	$	250	1,266	$	12,636

F-64

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Variable Insurance Products Fund — Service Class 2								Variable Insurance Products Fund II — Service Class 2			Variable Insurance Products Fund III — Service Class 2
	Equity-Income Portfolio					Growth Portfolio			Contrafund Portfolio			Growth & Income Portfolio			Mid Cap Portfolio
	Units		$ Amount			Units	$ Amount		Units	$ Amount		Units	$ Amount		Units	$ Amount
Type III Units:
Units Purchased	4,249		$	36,384		468	$	4,027	808	$	7,500	158	$	1,400	1,571	$	14,916
Units Redeemed	(2,187	)		(18,728	)	—		—	—		—	—		—	—		—
Units Exchanged	—			—		—		—	—		—	—		—	—		—
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2001	2,062		$	17,656		468	$	4,027	808	$	7,500	158	$	1,400	1,571	$	14,916

F-65

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Oppenheimer Variable Account Funds — Class 2 Shares						Federated Insurance Series — Service Shares
	Global Securities Fund/VA			Main Street Growth & Income Fund/VA			High Income Bond Fund II
	Units	$ Amount		Units	$ Amount		Units	$ Amount
Type III Units:
Units Purchased	924	$	8,509	2,197	$	19,648	53	$	500
Units Redeemed	—		—	—		—	—		—
Units Exchanged	—		—	—		—	—		—
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2001	924	$	8,509	2,197	$	19,648	53	$	500

F-66

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Janus Aspen Series-Service Shares
	Global Technology Portfolio			Balanced Portfolio					Capital Appreciation Portfolio			International Growth Portfolio					Worldwide Growth Portfolio
	Units	$ Amount		Units		$ Amount			Units	$ Amount		Units		$ Amount			Units	$ Amount
Type III Units:
Units Purchased	333	$	2,647	6,448		$	60,876		1,718	$	13,516	521		$	4,084		311	$	2,627
Units Redeemed	—		—	(3,925	)		(37,057	)	—		—	(51	)		(396	)	—		—
Units Exchanged	—		—	—			—		—		—	—			—		129		1,089
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2001	333	$	2,647	2,523		$	23,818		1,718	$	13,516	470		$	3,688		440	$	3,716

F-67

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	PIMCO Variable Insurance Trust																AIM Variable Insurance Funds
	Foreign Bond Portfolio			Long-Term U.S. Government Bond Portfolio					High Yield Bond Portfolio			Total Return Bond Portfolio					AIM V.I. Capital Appreciation Fund			AIM V.I. Value Fund
	Units	$ Amount		Units		$ Amount			Units	$ Amount		Units		$ Amount			Units	$ Amount		Units		$ Amount
Type III Units
Units Purchased	797	$	8,424	10,106		$	112,788		317	$	3,147	8,443		$	89,661		302	$	2,647	4,681		$	42,152
Units Redeemed	—		—	(60	)		(669	)	—		—	(137	)		(1,460	)	—		—	(77	)		(692	)
Units Exchanged	—		—	—			—		—		—	—			—		—		—	121			1,090
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2001	797	$	8,424	10,046		$	112,119		317	$	3,147	8,306		$	88,201		302	$	2,647	4,725		$	42,550

F-68

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	MFS® Variable Insurance Trust
	MFS® Investors Growth Stock Series			MFS® Investors Trust Series					MFS® Utility Series
	Units	$ Amount		Units		$ Amount			Units	$ Amount
Type III Units:
Units Purchased	504	$	4,482	470		$	4,084		62	$	500
Units Redeemed	—		—	(44	)		(384	)	—		—
Units Exchanged	—		—	—			—		—		—
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2001	504	$	4,482	426		$	3,700		62	$	500

F-69

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Alliance Variable Products Series Fund, Inc.
	Growth and Income Portfolio					Premier Growth Portfolio
	Units		$ Amount			Units	$ Amount
Type III Units:
Units Purchased	19,048		$	173,549		2,306	$	20,437
Units Redeemed	(2,263	)		(20,616	)	—		—
Units Exchanged	—			—		123		1,090
Net increase (decrease) from capital transactions with contractholders during the year or lesser period ended December 31, 2001	16,785		$	152,933		2,429	$	21,526

F-70

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

(6)  Financial Highlights

A summary by type and by subaccount of the outstanding units, unit values, net assets, expense ratios, investment income ratios, and total return ratios, for the year or lesser period ended December 31, 2001, follows.

Expenses as a percentage of average net assets represent the annualized contract expenses of the separate account, consisting of mortality and expense risk charges and administrative expenses for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contractholder accounts through the redemption of units and expenses of the underlying funds are excluded.

The investment income ratio represents the ordinary dividends received by the subaccount from the underlying mutual fund, divided by average net assets. The recognition of investment income by the subaccount is affected by the timing of the declaration of ordinary dividends by the underlying fund in which the subaccounts invest.

The total return for the period indicated includes changes in the value of the underlying fund and reflects deductions for all items included in the expense ratio.

	Year or lesser period ended December 31, 2001
	Net Assets					Expenses as a % of Average Net Assets		Investment Income Ratio		Total Return
	Units	Unit Value		000s
Type I:
GE Investments Funds, Inc.:
S&P 500® Index Fund	867,363	$	9.84	$	8,535	1.40	%	1.30	%	-13.50	%
Money Market Fund	551,692		11.29		6,229	1.40	%	3.86	%	2.51	%
Total Return Fund	86,294		11.48		991	1.40	%	3.97	%	-4.26	%
International Equity Fund	32,993		8.21		271	1.40	%	1.07	%	-21.97	%
Real Estate Securities Fund	18,334		12.74		234	1.40	%	4.95	%	10.27	%
Global Income Fund	18,108		9.34		169	1.40	%	0.00	%	-3.06	%
Mid-Cap Value Equity Fund	72,587		11.85		860	1.40	%	1.07	%	-1.09	%
Income Fund	107,991		11.58		1,251	1.40	%	7.43	%	5.92	%
U.S. Equity Fund	290,715		11.09		3,224	1.40	%	1.06	%	-9.76	%
Premier Growth Equity Fund	217,761		8.76		1,908	1.40	%	0.14	%	-10.42	%
Variable Insurance Products Fund:
Equity-Income Portfolio	205,859		10.61		2,184	1.40	%	1.18	%	-6.29	%
Growth Portfolio	220,112		10.78		2,373	1.40	%	0.07	%	-18.81	%
Overseas Portfolio	76,209		8.34		636	1.40	%	4.13	%	-22.28	%
Variable Insurance Products Fund II:
Asset Manager Portfolio	38,600		10.20		394	1.40	%	3.25	%	-5.44	%
Contrafund Portfolio	292,608		10.55		3,087	1.40	%	0.77	%	-13.48	%
Variable Insurance Products Fund III:
Growth & Income Portfolio	129,686		10.00		1,297	1.40	%	1.05	%	-10.03	%
Growth Opportunities Portfolio	107,227		7.78		834	1.40	%	0.34	%	-15.63	%
Oppenheimer Variable Account Funds:
High Income Fund/VA	95,224		9.26		882	1.40	%	7.44	%	0.54	%

F-71

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Year or lesser period ended December 31, 2001
	Net Assets					Expenses as a % of Average Net Assets		Investment Income Ratio		Total Return
	Units	Unit Value		000s
Type I:
Bond Fund/VA	174,178	$	11.01	$	1,918	1.40	%	6.25	%	6.27	%
Aggressive Growth Fund/VA	105,970		10.58		1,121	1.40	%	0.97	%	-32.24	%
Capital Appreciation Fund/VA	144,983		12.40		1,798	1.40	%	0.55	%	-13.81	%
Multiple Strategies Fund/VA	79,586		11.58		922	1.40	%	2.48	%	0.78	%
Federated Insurance Series:
American Leaders Fund II	86,104		10.49		903	1.40	%	1.30	%	-5.56	%
High Income Bond Fund II	35,628		8.75		312	1.40	%	9.96	%	-0.04	%
Utility Fund II	66,291		8.37		555	1.40	%	3.17	%	-14.93	%
Janus Aspen Series:
Balanced Portfolio	463,443		12.67		5,872	1.40	%	1.40	%	-6.01	%
Aggressive Growth Portfolio	362,970		10.29		3,735	1.40	%	0.00	%	-40.30	%
Growth Portfolio	320,393		9.91		3,175	1.40	%	0.02	%	-25.79	%
Worldwide Growth Portfolio	307,051		10.22		3,138	1.40	%	0.25	%	-23.53	%
Flexible Income Portfolio	19,390		11.41		221	1.40	%	3.49	%	6.22	%
International Growth Portfolio	157,443		10.49		1,652	1.40	%	0.33	%	-24.32	%
Capital Appreciation Portfolio	395,372		11.77		4,654	1.40	%	0.43	%	-22.78	%
Alger American Fund:
Small Capitalization Portfolio	120,238		7.29		877	1.40	%	0.05	%	-30.51	%
LargeCap Growth Portfolio	116,401		10.67		1,242	1.40	%	0.24	%	-13.06	%
PBHG Insurance Series Fund, Inc.:
PBHG Large Cap Growth Portfolio	81,850		11.91		975	1.40	%	0.00	%	-29.29	%
PBHG Growth II Portfolio	62,951		9.59		604	1.40	%	0.00	%	-41.31	%
Goldman Sachs Variable Insurance Trust:
Growth and Income Portfolio	49,039		8.33		408	1.40	%	0.53	%	-10.61	%
Mid-Cap Value Portfolio	110,847		13.42		1,488	1.40	%	1.12	%	10.48	%
Salomon Brothers Variable Series Funds Inc:
Strategic Bond Fund	14,114		11.15		157	1.40	%	8.42	%	5.41	%
Investors Fund	22,165		11.24		249	1.40	%	0.87	%	-5.50	%
Total Return Fund	9,589		10.60		102	1.40	%	2.62	%	-2.19	%
Type II:
GE Investments Funds, Inc.:
S&P 500® Index Fund	24,366		9.17		223	1.45	%	1.30	%	-13.55	%
Money Market Fund	108,666		1.01		110	1.45	%	3.86	%	2.46	%
Mid-Cap Value Equity Fund	9,068		9.54		87	1.45	%	1.07	%	-1.14	%
U.S. Equity Fund	2,014		9.24		19	1.45	%	1.06	%	-9.81	%
Premier Growth Equity Fund	2,290		9.31		21	1.45	%	0.14	%	-10.47	%
Value Equity Fund	2,533		9.17		23	1.45	%	1.11	%	-10.08	%
Small-Cap Value Equity Fund	9,466		10.74		102	1.45	%	0.66	%	8.37	%
Variable Insurance Products Fund — Service Class 2:
Equity-Income Portfolio	16,406		9.24		152	1.45	%	0.00	%	-6.61	%

F-72

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Year or lesser period ended December 31, 2001
	Net Assets					Expenses as a % of Average Net Assets		Investment Income Ratio		Total Return
	Units	Unit Value		000s
Growth Portfolio	6,389	$	8.89	$	57	1.45	%	0.00	%	-19.07	%
Variable Insurance Products Fund II — Service Class 2:
Contrafund Portfolio	3,048		9.44		29	1.45	%	0.00	%	-13.74	%
Variable Insurance Products Fund III — Service Class 2:
Growth & Income Portfolio	4,205		9.49		40	1.45	%	0.00	%	-10.33	%
Mid-Cap Portfolio	9,631		10.21		98	1.45	%	0.00	%	-4.92	%
Oppenheimer Variable Account Funds — Class 2 Shares:
Global Securities Fund/VA	3,283		9.41		31	1.45	%	0.00	%	-13.46	%
Main Street Growth & Income Fund/VA	12,321		9.21		113	1.45	%	0.00	%	-11.58	%
Federated Insurance Series:
International Small Company Fund II	30		7.83		—	1.45	%	0.00	%	-31.04	%
Federated Insurance Series — Service Shares:
High Income Bond Fund II	2,238		9.59		21	1.45	%	0.00	%	-0.10	%
Janus Aspen Series — Service Shares:
Global Life Sciences Portfolio	1,137		10.19		12	1.45	%	0.00	%	-17.97	%
Global Technology Portfolio	2,389		7.93		19	1.45	%	0.00	%	-38.23	%
Aggressive Growth Portfolio	4,528		7.87		36	1.45	%	0.00	%	-40.47	%
Balanced Portfolio	33,503		9.72		326	1.45	%	1.84	%	-6.29	%
Capital Appreciation Portfolio	3,985		8.58		34	1.45	%	0.27	%	-22.97	%
Growth Portfolio	4,940		8.11		40	1.45	%	0.00	%	-26.00	%
International Growth Portfolio	1,742		8.55		15	1.45	%	0.19	%	-24.55	%
Worldwide Growth Portfolio	2,421		8.54		21	1.45	%	0.13	%	-23.75	%
PIMCO Variable Insurance Trust:
Foreign Bond Portfolio	1,017		10.35		11	1.45	%	0.75	%	6.02	%
Long-Term U.S. Government Bond Portfolio	12,309		10.67		131	1.45	%	0.94	%	4.31	%
High Yield Bond Portfolio	5,392		10.04		54	1.45	%	2.06	%	0.80	%
Total Return Bond Portfolio	13,530		10.56		143	1.45	%	0.87	%	6.78	%
AIM Variable Insurance Funds:
AIM V.I. Capital Appreciation Fund	4,333		8.92		39	1.45	%	0.00	%	-24.40	%
AIM V.I. Growth Fund	4,761		8.75		42	1.45	%	0.51	%	-34.85	%
AIM V.I. Value Fund	14,343		9.06		130	1.45	%	0.22	%	-13.84	%
Dreyfus:
Dreyfus Investment Portfolios-Emerging Markets Portfolio	245		9.82		2	1.45	%	1.13	%	1.82	%
The Dreyfus Socially Responsible Growth Fund, Inc.	1,048		8.63		9	1.45	%	0.02	%	-23.71	%
MFS® Variable Insurance Trust:
MFS® Investors Growth Stock Series	2,249		8.68		20	1.45	%	0.00	%	-25.93	%
MFS® Investors Trust Series	2,238		9.00		20	1.45	%	0.00	%	-17.33	%
MFS® New Discovery Series	428		9.70		4	1.45	%	0.00	%	-6.64	%
MFS® Utility Series	4,890		7.91		39	1.45	%	0.00	%	-25.55	%
Rydex Variable Trust:
OTC Fund	308		8.59		3	1.45	%	0.00	%	-36.12	%
Alliance Variable Products Series Fund, Inc.:
Growth and Income Portfolio	32,844		9.29		305	1.45	%	0.00	%	-1.31	%

F-73

GE CAPITAL LIFE SEPARATE ACCOUNT II

Notes to Financial Statements — Continued

December 31, 2001

	Year or lesser period ended December 31, 2001
	Net Assets					Expenses as a % of Average Net Assets		Investment Income Ratio		Total Return
	Units	Unit Value		000s
Premier Growth Portfolio	20,916	$	8.85	$	185	1.45	%	0.00	%	-18.61	%
Quasar Portfolio	386		9.39		4	1.45	%	0.00	%	-14.13	%
Type III:
GE Investments Funds, Inc.:
S&P 500® Index Fund	2,381		9.16		22	1.65	%	1.30	%	-13.72	%
Money Market Fund	9,904		1.01		10	1.65	%	3.86	%	2.25	%
U.S. Equity Fund	28		9.23		—	1.65	%	1.06	%	-9.99	%
Premier Growth Equity Fund	29		9.30		—	1.65	%	0.14	%	-10.65	%
Small-Cap Value Equity Fund	1,266		10.73		14	1.65	%	0.66	%	8.15	%
Variable Insurance Products Fund — Service Class 2:
Equity-Income Portfolio	2,062		9.23		19	1.65	%	0.00	%	-6.80	%
Growth Portfolio	468		8.88		4	1.65	%	0.00	%	-19.23	%
Variable Insurance Products Fund II — Service Class 2:
Contrafund Portfolio	808		9.43		8	1.65	%	0.00	%	-13.92	%
Variable Insurance Products Fund III — Service Class 2:
Growth & Income Portfolio	158		9.47		1	1.65	%	0.00	%	-10.52	%
Mid Cap Portfolio	1,571		10.20		16	1.65	%	0.00	%	-5.12	%
Oppenheimer Variable Account Funds — Class 2 Shares:
Global Securities Fund/VA	924		9.39		9	1.65	%	0.00	%	-13.63	%
Main Street Growth & Income Fund/VA	2,197		9.20		20	1.65	%	0.00	%	-11.76	%
Federated Insurance Series — Service Shares:
High Income Bond Fund II	53		9.58		1	1.65	%	0.00	%	-0.31	%
Janus Aspen Series — Service Shares:
Global Technology Portfolio	333		7.93		3	1.65	%	0.00	%	-38.36	%
Balanced Portfolio	2,523		9.70		24	1.65	%	1.84	%	-6.48	%
Capital Appreciation Portfolio	1,718		8.57		15	1.65	%	0.27	%	-23.13	%
International Growth Portfolio	470		8.54		4	1.65	%	0.19	%	-24.70	%
Worldwide Growth Portfolio	440		8.53		4	1.65	%	0.13	%	-23.90	%
PIMCO Variable Insurance Trust:
Foreign Bond Portfolio	797		10.34		8	1.65	%	0.75	%	5.80	%
Long-Term U.S. Government Bond Portfolio	10,046		10.66		107	1.65	%	0.94	%	4.09	%
High Yield Bond Portfolio	317		10.03		3	1.65	%	2.06	%	0.59	%
Total Return Bond Portfolio	8,306		10.55		88	1.65	%	0.87	%	6.57	%
AIM Variable Insurance Funds:
AIM V.I. Capital Appreciation Fund	302		8.91		3	1.65	%	0.00	%	-24.56	%
AIM V.I. Value Fund	4,725		9.05		43	1.65	%	0.22	%	-14.02	%
MFS® Variable Insurance Trust:
MFS® Investors Growth Stock Series	504		8.67		4	1.65	%	0.00	%	-26.08	%
MFS® Investors Trust Series	426		8.99		4	1.65	%	0.00	%	-17.49	%
MFS® Utility Series	62		7.90		—	1.65	%	0.00	%	-25.70	%
Alliance Variable Products Series Fund, Inc.:
Growth and Income Portfolio	16,785		9.28		156	1.65	%	0.00	%	-1.51	%
Premier Growth Portfolio	2,429		8.84		21	1.65	%	0.00	%	-18.77	%

F-74

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Financial Statements

Year ended December 31, 2001

(With Independent Auditors’ Report Thereon)

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Table of Contents

December 31, 2001

	Page
Financial Statements:
Independent Auditors’ Report	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Income	F-3
Consolidated Statements of Shareholders’ Interest	F-4
Consolidated Statements of Cash Flows	F-5
Notes to the Consolidated Financial Statements	F-6

Independent Auditors’ Report

The Board of Directors

GE Capital Life Assurance Company of New York:

We have audited the accompanying balance sheets of GE Capital Life Assurance Company of New York as of December 31, 2001 and 2000, and the related statements of income, shareholder’s interest, and cash flows for each of the years in the three-year period ended December 31, 2001. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GE Capital Life Assurance Company of New York as of December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

/s/    KPMG LLP

Richmond, Virginia

January 15, 2002

F-1

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

BALANCE SHEETS

(Dollar amounts in millions, except per share amounts)

	December 31,
	2001			2000
ASSETS
Investments:
Fixed maturities available-for-sale, at fair value	$	2,686.3		$	2,079.7
Equity Securities available-for-sale, at fair value		45.5			4.6
Mortgage loans, net of valuation allowance of $2.6 and $1.9 at December 31, 2001 and 2000, respectively		338.6			329.8
Policy loans		1.3			1.3
Short-term investments		5.0			74.0
Total investments		3,076.7			2,489.4
Cash and cash equivalents		3.5			2.0
Accrued investment income		69.1			50.6
Deferred acquisition costs		192.9			122.4
Intangible assets		155.2			175.0
Other assets		266.5			15.6
Reinsurance recoverable		8.2			5.6
Separate account assets		73.1			61.1
Total assets	$	3,845.2		$	2,921.7
LIABILITIES AND SHAREHOLDER’S INTEREST
Liabilities:
Future annuity and contract benefits	$	2,983.7		$	2,294.4
Liability for policy and contract claims		73.7			57.7
Unearned premiums		47.4			40.5
Other policyholder liabilities		70.6			40.3
Accounts payable and accrued expenses		138.2			17.9
Deferred tax liability		2.9			13.8
Separate account liabilities		73.1			61.1
Total liabilities		3,389.6			2,525.7
Shareholder’s interest:
Net unrealized investment gains (losses)		(2.7	)		29.7
Accumulated non-owner changes in equity		(2.7	)		29.7
Common stock ($1,000 par value, 2,000 shares authorized, issued and outstanding)		2.0			2.0
Additional paid-in capital		387.6			342.6
Retained earnings		68.7			21.7
Total shareholder’s interest		455.6			396.0
Total liabilities and shareholder’s interest	$	3,845.2		$	2,921.7

See accompanying notes to financial statements.

F-2

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

STATEMENTS OF INCOME

(Dollar amounts in millions)

	Years Ended December 31,
	2001			2000			1999
Revenues:
Net investment income	$	195.8		$	155.5		$	126.0
Premiums		188.6			113.7			79.1
Net realized investment gains (losses)		22.2			(1.1	)		0.3
Other income		1.3			3.0			3.4
Total revenues		407.9			271.1			208.8
Benefits and expenses:
Benefits and other changes in policy reserves		155.5			104.4			78.4
Interest credited		113.5			87.9			69.3
Commissions		79.0			50.6			28.1
General expenses		30.3			23.1			19.6
Amortization of intangibles, net		11.8			9.3			6.1
Change in deferred acquisition costs, net		(56.5	)		(43.7	)		(23.3	)
Total benefits and expenses		333.6			231.6			178.2
Income before income taxes		74.3			39.5			30.6
Provision for income taxes		27.3			14.5			12.5
Net income	$	47.0		$	25.0		$	18.1

See accompanying notes to financial statements.

F-3

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

STATEMENTS OF SHAREHOLDER’S INTEREST

(Dollar amounts in millions, except share amounts)

	Common Stock			Additional Paid-In Capital		Accumulated Non-owner Changes In Equity			Total Retained Earnings (Deficit)			Shareholder’s Interest
	Shares	Amount
Balances at January 1, 1999	2,000	$	2.0	$	259.4	$	7.1		$	(4.9	)	$	263.6
Changes other than transactions with shareholder:
Net income	—		—		—		—			18.1			18.1
Net unrealized losses on investment securities (a)	—		—		—		(39.6	)		—			(39.6	)
Total changes other than transactions with shareholder													(21.5	)
Dividends declared	—		—		—		—			(16.5	)		(16.5	)
Balances at December 31, 1999	2,000		2.0		259.4		(32.5	)		(3.3	)		225.6
Changes other than transactions with shareholder:
Net income	—		—		—		—			25.0			25.0
Net unrealized gains on investment securities (a)	—		—		—		62.2			—			62.2
Total changes other than transactions with shareholder													87.2
Non-cash capital contribution	—		—		83.2		—			—			83.2
Balances at December 31, 2000	2,000		2.0		342.6		29.7			21.7			396.0
Changes other than transactions with shareholder:
Net income	—		—		—		—			47.0			47.0
Net unrealized losses on investment securities (a)	—		—		—		(32.4	)		—			(32.4	)
Total changes other than transactions with shareholder													14.6
Capital contribution	—		—		45.0		—			—			45.0
Balances at December 31, 2001	2,000	$	2.0	$	387.6	$	(2.7	)	$	68.7		$	455.6

(a) Presented net of deferred taxes of $13.9, $(33.5) and $21.3 million in 2001, 2000, and 1999, respectively.

See accompanying notes to financial statements.

F-4

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

STATEMENTS OF CASH FLOWS

(Dollar amounts in millions)

	Years Ended December 31,
	2001			2000			1999
Cash flows from operating activities:
Net income	$	47.0		$	25.0		$	18.1
Adjustments to reconcile net income to net cash provided by operating activities:
Change in reserves		194.5			274.6			117.6
Charges assessed to policyholders		0.2			(0.1	)		—
Net realized investment (gain) loss		(22.2	)		1.1			(0.3	)
Amortization of investment premiums and discounts		(1.4	)		(3.1	)		(0.7	)
Amortization of intangibles		11.8			9.4			6.1
Deferred income tax provision (benefit)		14.2			5.1			(1.2	)
Change in certain assets and liabilities:
(Increase) decrease in:
Accrued investment income		(18.5	)		(13.5	)		(6.5	)
Deferred acquisition costs, net		(56.5	)		(43.7	)		(23.3	)
Other assets, net		(248.4	)		2.7			(8.8	)
Increase (decrease) in:
Other policyholder related balances		37.4			(0.2	)		20.8
Policy and contract claims		16.0			36.3			7.2
Accounts payable and accrued expenses		117.9			29.8			1.6
Total adjustments		45.0			298.4			112.5
Net cash provided by operating activities		92.0			323.4			130.6
Cash flows from investing activities:
Short-term investing activities, net		69.0			(74.0	)		—
Proceeds from sales and maturities of investments in securities		1,276.3			247.8			408.2
Purchase of securities		(1,965.6	)		(444.3	)		(567.5	)
Mortgage and policy loan originations		(34.2	)		(88.5	)		(93.8	)
Principal collected on mortgage and policy loans		24.5			24.3			19.0
Acquisition, net of cash		—			(246.4	)		—
Net cash used in investing activities		(630.0	)		(581.1	)		(234.1	)
Cash flows from financing activities:
Proceeds from issuance of investment contracts		717.3			488.4			287.1
Redemption and benefit payments on investment contracts		(222.8	)		(233.0	)		(177.6	)
Capital contribution		45.0			—			—
Dividends paid to shareholder		—			—			(16.5	)
Net cash provided by financing activities		539.5			255.4			93.0
Net increase (decrease) in cash and cash equivalents		1.5			(2.3	)		(10.5	)
Cash and cash equivalents at beginning of year		2.0			4.3			14.8
Cash and cash equivalents at end of year	$	3.5		$	2.0		$	4.3

See accompanying notes to financial statements.

F-5

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements

December 31, 2001, 2000, and 1999

(Dollar amounts in millions)

(1)  Basis of Presentation and Summary of Significant Accounting Policies

The accompanying financial statements include the historical operations and accounts of GE Capital Life Assurance Company of New York (“GECLA-NY” or “the Company”). The Company is a wholly-owned subsidiary of General Electric Capital Assurance Company (“GE Capital Assurance”), which, in turn, is wholly-owned by GE Financial Assurance Holdings, Inc. (“GE Financial Assurance”). GE Financial Assurance is wholly-owned, directly or indirectly, by General Electric Company.

Basis of Presentation

These financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates. Certain prior year amounts may have been reclassified to conform to the current year presentation.

Products

The Company sells a variety of insurance and investment-related products. Its operations are in two business segments: (i) Wealth Accumulation and Transfer, and (ii) Lifestyle Protection and Enhancement.

Wealth Accumulation and Transfer products are investment vehicles and insurance contracts intended to increase the policyholder’s wealth, transfer wealth to beneficiaries or provide a means for replacing the income of the insured in the event of premature death. The Company’s principal product lines under the Wealth Accumulation and Transfer segment are deferred annuities, structured settlements, immediate annuities, and variable annuities.

Lifestyle Protection and Enhancement products are products intended to protect accumulated wealth and income from the financial drain of unforeseen events. The Company’s principal product line under the Lifestyle Protection and Enhancement segment is long-term care insurance.

The Company markets and sells products in the State of New York through financial institutions and various agencies. During 2001, 2000 and 1999, 87%, 82%, and 92%, respectively, of product sales were distributed through five financial institutions, including one financial institution, which accounted for 59%, 51%, and 60%, respectively, of total product sales.

Revenues

Investment income is recorded when earned. Realized investment gains and losses are calculated on the basis of specific identification. Premiums on long-duration insurance products are recognized as earned when due or, in the case of life contingent immediate annuities, when the contracts are issued. Premiums received under annuity contracts without significant mortality risk are not reported as revenues but as liabilities for future annuity and contract benefits. Variable product fees are charged to variable annuity policyholders based upon the daily net assets of the policyholders’ account values and are recognized as revenue when charged. Other income consists primarily of surrender charges on certain policies. Surrender charges are recognized as income when the policy is surrendered.

Cash Equivalents

Certificates and other time deposits with original maturities of less than 90 days are considered cash equivalents in the Balance Sheets and Statements of Cash Flows. Items with maturities greater than 90 days are included in short term investments.

F-6

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Consolidated Financial Statements — Continued

December 31, 2001, 2000 and 1999

(Dollar amounts in millions)

Investment Securities

The Company has designated its fixed maturities (bonds and notes) and its equity securities (non-redeemable preferred stock) as available-for-sale. The fair value for regularly traded fixed maturities and equity securities is based on quoted market prices. For fixed maturities not regularly traded, fair values are estimated using values obtained from independent pricing services or are estimated by discounting expected future cash flows using a current market rate applicable to the credit quality, industry sector, call features and maturity of the investments, as applicable.

Changes in the fair values of investments available-for-sale, net of the effect on deferred policy acquisition costs, present value of future profits, and deferred federal income taxes, are reflected as unrealized investment gains or losses in a separate component of shareholder’s interest and, accordingly, have no effect on net income. Investment securities are regularly reviewed for impairment based on criteria that include the extent to which cost exceeds market value, the duration of market decline, and the financial health of the specific prospects for the issuer. Unrealized losses that are considered other than temporary are recognized in earnings through an adjustment to the amortized cost basis of the underlying securities. The Company engages in certain securities lending transactions, which require the borrower to provide collateral, primarily consisting of cash and government securities, on a daily basis, in amounts equal to or exceeding 102% of the market value of the applicable securities loaned.

Investment income on mortgage and asset-backed securities is initially based upon yield, cash flow and prepayment assumptions at the date of purchase. Subsequent revisions in those assumptions are recorded using the retrospective method, whereby the amortized cost of the securities is adjusted to the amount that would have existed had the revised assumptions been in place at the date of purchase. The adjustments to amortized cost are recorded as a charge or credit to investment income.

Mortgage and policy loans are stated at the unpaid principal balance of such loans, net of allowances for estimated uncollectible amounts. The allowance for losses is determined primarily on the basis of management’s best estimate of probable losses, including specific allowances for known troubled loans, if any.

Short-term investments, if any are stated at amortized cost which appreciates fair value. Equity securities (including seed money for new mutual fund portfolios) are stated at fair value.

Intangible Assets

(a)  Present Value of Future Profits

In conjunction with the acquisitions of life insurance companies, a portion of the purchase price is assigned to the right to receive future gross profits arising from existing insurance and investment contracts. This intangible asset, called the present value of future profits (“PVFP”), represents the actuarially determined present value of the projected future cash flows from the acquired policies.

PVFP is amortized, net of accreted interest, in a manner similar to the amortization of deferred acquisition costs. Interest accretes at rates accredited to policyholders on underlying contracts.

Recoverability of PVFP is evaluated periodically by comparing the current estimate of expected future gross profits to the unamortized asset balance. If such comparison indicates that the expected gross profits will not be sufficient to recover PVFP, the difference is charged to expense.

(b) Goodwill

Goodwill is amortized over its estimated period of benefit on the straight-line method. No amortization period exceeds 25 years. Goodwill in excess of associated expected operating cash flows is considered to be impaired and is written down to fair value.

F-7

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Consolidated Financial Statements — Continued

December 31, 2001, 2000 and 1999

(Dollar amounts in millions)

Deferred Acquisition Costs

Acquisition costs include costs and expenses that vary with and are primarily related to the acquisition of insurance and investment contracts. Deferred acquisition costs capitalized are determined by actual costs and expenses incurred by product in the year of issue. Such costs are amortized as follows:

For investment contracts, amortization of deferred acquisition cost is based on the present value of the anticipated gross profits resulting from investments, interest credited, surrender charges and other policy changes, mortality and maintenance expenses. For insurance contracts, the acquisition costs are amortized in relation to the estimated benefit payments or the present value of expected future premiums.

Deferred acquisition costs are reviewed to determine if they are recoverable from future income, including investment income, and, if not considered recoverable, are charged to expense.

Federal Income Taxes

The Company is included with GE Capital Assurance in a consolidated life insurance federal income tax return. Deferred taxes are allocated by applying the asset and liability method of accounting for deferred income taxes to members of the group as if each member was a separate taxpayer. Intercompany balances are settled at least annually.

Reinsurance

Premium revenue, benefits, underwriting, acquisition and insurance expenses are reported net of the amounts relating to reinsurance ceded to other companies, except for reinsurance costs for universal life products. Amounts due from reinsurers for incurred and estimated future claims are reflected in the reinsurance recoverable asset. The cost of reinsurance is accounted for over the terms of the related treaties using assumptions consistent with those used to account for the underlying reinsured policies.

Future Annuity and Contract Benefits

Future annuity and contract benefits consist of the liability for life insurance policies, accident and health, and deferred annuity contracts. Investment contract liabilities are generally equal to the policyholder’s current account value. The liability for insurance and accident and health contracts is calculated based upon actuarial assumptions as to mortality, morbidity, interest, expense and withdrawals with experience adjustments for adverse deviation where appropriate.

Liability for Policy and Contract Claims

The liability for policy and contract claims represents the amount needed to provide for the estimated ultimate cost of settling claims relating to insured events that have occurred on or before the end of the respective reporting period. The estimated liability includes requirements for future payments of (a) claims that have been reported to the insurer, (b) estimated claims related to insured events that have occurred but that have not been reported to the insurer, as of the date the liability is estimated, and (c) claim adjustment expenses. Claim adjustment expenses include costs incurred in the claim settlement process such as legal fees and costs to record, process, and adjust claims.

Separate Accounts

The separate account assets and liabilities represent funds held, and the related liabilities for, the exclusive benefit of the variable annuity contract owners. The Company receives mortality risk fees and administration charges from the variable mutual fund portfolios. The separate account assets are carried at fair value and are equivalent to the liabilities that represent the policyholders’ equity in those assets.

F-8

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Consolidated Financial Statements — Continued

December 31, 2001, 2000 and 1999

(Dollar amounts in millions)

Accounting Pronouncement Not Yet Adopted

SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets, modify the accounting for business combinations, goodwill and identifiable intangible assets. As of January 1, 2002, all goodwill and indefinite-lived intangible assets must be tested for impairment, and, if necessary, a transition adjustment will be recognized. Management has not yet determined the exact amount of goodwill impairment under these new standards, if any. Amortization of goodwill will cease as of January 1, 2002, and thereafter, all goodwill and any indefinite-lived intangible assets must be tested at least annually for impairment. The effect of the non-amortization provisions on 2002 operations will be affected by 2002 acquisitions, if any, and cannot be forecast, but if these rules had applied to goodwill in 2001, management believes that full-year 2001 net earnings would have increased by approximately $3.4.

(2)  Investment Securities

General

For the years ended December 31, the sources of investment income of the Company were as follows:

	2001			2000			1999
Fixed maturities	$	171.4		$	133.8		$	109.1
Mortgage and policy loans		26.3			23.2			17.8
Gross investment income		197.7			157.0			126.9
Investment expenses		(1.9	)		(1.5	)		(0.9	)
Net investment income	$	195.8		$	155.5		$	126.0

For the years ended December 31, sales proceeds and gross realized investment gains and losses resulting from the sales of investment securities available-for-sale were as follows:

	2001			2000			1999
Sales proceeds	$	996.2		$	57.1		$	143.0
Gross realized investment:
Gains		34.2			2.3			1.1
Losses		(12.0	)		(3.4	)		(0.8	)
Net realized investment gains (losses)	$	22.2		$	(1.1	)	$	0.3

The additional proceeds from investments presented in the Company’s Statements of Cash Flows result from principal collected on mortgage and asset-backed securities, maturities, calls and sinking fund payments.

Net unrealized gains and losses on investment securities classified as available-for-sale are reflected as a separate component of shareholder’s interest at December 31 are summarized as follows:

	2001			2000			1999
Net unrealized gains (losses) on fixed maturities available-for-sale before adjustments	$	(18.4	)	$	47.3		$	(78.3	)
Net unrealized gains (losses) on equity securities available-for-sale before adjustments		(0.4	)		—			—
Adjustments to the present value of future profits and deferred acquisition costs		14.4			(1.6	)		28.3
Deferred income taxes		1.7			(16.0	)		17.5
Net unrealized gains (losses) on available-for-sale investment securities	$	(2.7	)	$	29.7		$	(32.5	)

F-9

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements — Continued

December 31, 2001, 2000 and 1999

(Dollar amounts in millions)

The change in the net unrealized gains (losses) on investment securities reported in accumulated non-owner changes in equity is as follows:

	2001			2000			1999
Net unrealized gain (loss) on investment securities — beginning of year	$	29.7		$	(32.5	)	$	7.1
Unrealized gains (losses) on investment securities — net of deferred taxes of $6.1, $(33.1), and $21.2		(18.0	)		61.5			(39.4	)
Reclassification adjustments — net of deferred taxes of $7.8, $(0.4) and $0.1		(14.4	)		0.7			(0.2	)
Net unrealized gain (loss) on investment securities — end of year	$	(2.7	)	$	29.7		$	(32.5	)

At December 31, the amortized cost, gross unrealized gains and losses, and fair values of the Company’s fixed maturities and equity securities available-for-sale were as follows:

2001	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Fixed maturities:
U.S. government and agency	$	79.3	$	0.5	$	(5.5	)	$	74.3
Non U.S. government		4.5		—		(0.1	)		4.4
Non. U.S. corporate		167.1		4.0		(7.6	)		163.5
U.S. corporate		1,506.2		24.0		(54.4	)		1,475.8
Mortgage backed		441.6		9.1		(0.7	)		450.0
Asset backed		506.0		13.3		(1.0	)		518.3
Total fixed maturities		2,704.7		50.9		(69.3	)		2,686.3
Non-redeemable preferred stock		45.9		0.4		(0.8	)		45.5
Total available-for-sale securities	$	2,750.6	$	51.3	$	(70.1	)	$	2,731.8
2000	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Fixed maturities:
U.S. government and agency	$	53.4	$	0.1	$	—		$	53.5
Non U.S. government		5.1		0.3		—			5.4
Non. U.S. corporate		168.4		4.2		—			172.6
U.S. corporate		1,184.1		8.5		—			1,192.6
Mortgage backed		286.4		17.5		—			303.9
Asset backed		335.0		16.7		—			351.7
Total fixed maturities		2,032.4		47.3		—			2,079.7
Non-redeemable preferred stock		4.6		—		—			4.6
Total available-for-sale securities	$	2,037.0	$	47.3	$	—		$	2,084.3

The scheduled maturity distribution of the fixed maturity portfolio at December 31, 2001 follows. Expected maturities may differ from scheduled contractual maturities because issuers of securities may have the right to call or prepay obligations with or without call or prepayment penalties.

F-10

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements — Continued

December 31, 2001, 2000 and 1999

(Dollar amounts in millions)

	Amortized Cost		Fair Value
Due in one year or less	$	11.9	$	11.9
Due after one year through five years		299.9		306.2
Due after five years through ten years		703.8		703.9
Due after ten years		741.5		696.0
Subtotal		1,757.1		1,718.0
Mortgage backed securities		441.6		450.0
Asset backed securities		506.0		518.3
Totals	$	2,704.7	$	2,686.3

At December 31, 2001, $131.6 of the Company’s investments (excluding mortgage and asset-backed securities) were subject to certain call provisions.

As required by law, the Company has investments on deposit with governmental authorities and banks for the protection of policyholders of $1.1 at December 31, 2001 and $0.5 at December 31, 2000.

At December 31, 2001, approximately 23.0% and 15.9% of the Company’s investment portfolio is comprised of securities issued by the manufacturing and utility industries, respectively, the vast majority of which are rated investment grade and which are senior secured bonds. No other industry group comprises more than 10% of the Company’s investment portfolio. This portfolio is widely diversified among various geographic regions in the United States and is not dependent on the economic stability of one particular region.

At December 31, 2001, the Company did not hold any fixed maturity securities, other than securities issued or guaranteed by the U.S. government, which exceeded 10% of shareholder’s interest.

The credit quality of the fixed maturity portfolio at December 31 follows. The categories are based on the higher of the ratings published by Standard & Poors or Moody’s.

	2001				2000
	Fair Value		Percent		Fair Value		Percent
Agencies and treasuries	$	129.7	4.8	%	$	264.8	12.7	%
AAA/Aaa		863.1	32.1			500.3	24.1
AA/Aa		221.0	8.2			221.5	10.7
A/A		566.5	21.1			457.2	22.0
BBB/Baa		608.6	22.7			412.3	19.8
BB/Ba		47.1	1.8			29.7	1.4
B/B		2.0	0.1			11.0	0.5
CCC		14.2	0.5			1.7	0.1
Not rated		234.1	8.7			181.2	8.7
Totals	$	2,686.3	100.0	%	$	2,079.7	100.0	%

F-11

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements — Continued

December 31, 2001, 2000 and 1999

(Dollar amounts in millions)

Bonds with ratings ranging from AAA/Aaa to BBB-/Baa3 are generally regarded as investment grade securities. Some agencies and treasuries (that is, those securities issued by the United States government or an agency thereof) are not rated, but all are considered to be investment grade securities. Finally, certain securities, such as private placements, have not been assigned a rating by any rating service and are therefore categorized as “not rated.” This has neither positive nor negative implications regarding the value of the security.

At December 31, 2001 and 2000, there were fixed maturities in default (issuer has missed a coupon payment or entered bankruptcy) with a fair value of $6.0 and $1.7, respectively.

Mortgage Loans

At December 31, 2001 and 2000, the Company’s mortgage loan portfolio consisted of first mortgage loans on commercial real estate properties of 189 and 221, respectively. The loans, which are originated by the Company through a network of mortgage bankers, are made on completed, leased properties and generally have a maximum loan-to-value ratio of 75% at the date of origination.

At December 31, 2001 and 2000, respectively, the Company held $73.0 and $81.8 in mortgages secured by real estate in California, comprising 21.4% and 24.8% of the respective total mortgage portfolio. For the years ended December 31, 2001, 2000, 1999, respectively, the Company originated $9.3, $12.8 and $38.3 of mortgages secured by real estate in California, which represent 27.1%, 14.7% and 40.9% and of the respective total originations for those years.

The following table presents the activity in the allowance for losses during the years ended December 31:

	2001		2000		1999
Balance at January 1	$	1.9	$	1.3	$	0.9
Provision charged to operations		0.7		0.6		0.4
Balance at December 31	$	2.6	$	1.9	$	1.3

As of December 31, 2001 and 2000, the Company was committed to fund $7.1 and $2.0, respectively, in mortgage loans.

“Impaired” loans are defined under U.S. GAAP as loans for which it is probable that the lender will be unable to collect all amounts due according to the original contractual terms of the loan agreement. That definition excludes, among other things, leases or large groups of smaller-balance homogeneous loans, and therefore applies principally to the Company’s commercial loans. There were no impaired loans at December 31, 2001 and 2000.

(3)  Deferred Acquisition Costs

Activity impacting deferred acquisition costs for the years ended December 31, was as follows:

	2001			2000			1999
Unamortized balance at January 1	$	123.6		$	79.9		$	56.6
Costs deferred		66.6			49.6			29.9
Amortization, net		(10.1	)		(5.9	)		(6.6	)
Unamortized balance at December 31		180.1			123.6			79.9
Cumulative effect of net unrealized investment (gains) losses		12.8			(1.2	)		14.9
Balance at December 31	$	192.9		$	122.4		$	94.8

F-12

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements — Continued

December 31, 2001, 2000 and 1999

(Dollar amounts in millions)

(4)  Intangible Assets

Present Value of Future Profits (PVFP)

The method used by the Company to value PVFP in connection with acquisitions is summarized as follows: (1) identify the future gross profits attributable to certain lines of business, (2) identify the risks inherent in realizing those gross profits, and (3) discount those gross profits at the rate of return that the Company must earn in order to accept the inherent risks.

Recoverability of PVFP is evaluated periodically by comparing the current estimate of expected future gross profits to the unamortized asset balance. If such comparison indicates that the expected gross profits will not be sufficient to recover PVFP, the difference is charged to expense.

The following table presents the activity in PVFP for the years ended December 31:

	2001			2000			1999
Unamortized balance at January 1	$	131.7		$	21.8		$	26.4
Acquisitions		(23.8	)		117.2			—
Interest accreted at 4.9% in 2001, 4.9% in 2000, 4.7% in 1999		0.5			0.7			0.8
Amortization		(8.9	)		(8.0	)		(5.4	)
Unamortized balance at December 31		99.5			131.7			21.8
Cumulative effect of net unrealized investment (gains) losses		1.6			(0.4	)		13.4
Balance at December 31	$	101.1		$	131.3		$	35.2

The estimated percentage of the December 31, 2001 balance, before the effect of unrealized investment gains or losses, to be amortized over each of the next five years is as follows:

2002	7.8	%
2003	9.1	%
2004	9.1	%
2005	9.2	%
2006	9.3	%

Amortization expense in future periods may be impacted by acquisitions, realized capital gains or other factors affecting the emergence of gross profits from certain lines of business.

Goodwill

At December 31, 2001 and 2000, total unamortized goodwill was $54.1 and $43.7, respectively, which is presented net of accumulated amortization of $15.4 and $12.0, respectively. Goodwill amortization was $3.4, $2.0, and $1.5 for the years ended December 31, 2001, 2000, and 1999, respectively. Goodwill in excess of associated expected operating cash flows is considered to be impaired and is written down to fair value (no such write-downs have been made).

(5)  Reinsurance

Certain policy risks are reinsured with other insurance companies to limit the amount of loss retention. Reinsurance contracts do not relieve the Company of its obligations to policyholders. In the event that the reinsurers would be unable to meet their obligations, the Company is liable for the reinsured claims. The Company monitors both the financial condition of individual reinsurers and risk concentrations arising from similar geographic regions, activities and economic characteristics of reinsurers to lessen the risk of default by such reinsurers. The Company does not have significant concentrations of reinsurance with any one reinsurer that could have a material impact on its results of operations.

F-13

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements — Continued

December 31, 2001, 2000 and 1999

(Dollar amounts in millions)

The Company has a reinsurance agreement with an affiliated company whereby the Company assumed all liabilities and future premiums related to the affiliate’s New York business. Certain fixed maturities with a fair value of $344.2 and $259.7 at December 31, 2001 and 2000, respectively, were held in trust for the benefit of policyholders.

In July 2000, the Company began underwriting and distributing long-term care insurance through a strategic alliance with The Travelers Insurance Company (“Travelers”) and certain of its Citigroup affiliates. Under the arrangement, the Company assumed through indemnity reinsurance 90% of Travelers existing long-term care insurance business issued in New York and entered into a continuing agreement with various Citigroup distribution channels including Travelers.

The maximum amount of individual ordinary life insurance normally retained by the Company on any one life may not exceed $0.2. The effects of reinsurance on premiums written and earned for the years ended December 31 were as follows:

	Written									Earned
	2001			2000			1999			2001			2000			1999
Direct	$	115.8		$	87.1		$	78.8		$	114.4		$	83.8		$	76.2
Assumed		82.3			33.1			5.2			78.2			33.1			5.2
Ceded		(3.9	)		(3.0	)		(2.3	)		(4.0	)		(3.2	)		(2.3	)
Net premiums	$	194.2		$	117.2		$	81.7		$	188.6		$	113.7		$	79.1
Percentage of amount assumed to net											41.5	%		29.1	%		6.6	%

Reinsurance recoveries recognized as a reduction of benefits amounted to $16.9, $14.2 and $9.3 during 2001, 2000, and 1999, respectively. These recoveries were partially offset by certain changes in benefits and other policy reserves.

(6)  Future Annuity and Contract Benefits

Investment Contracts

Investment contracts are broadly defined to include contracts without significant mortality or morbidity risk. Payments received from sales of investment contracts are recognized by providing a liability equal to the current account value of the policyholders’ contracts. Interest rates credited to investment contracts are guaranteed for the initial policy term with renewal rates determined as necessary by management. At December 31, 2001 and 2000, investment contracts totaled $2,352.3 and $1,766.4, respectively.

Traditional Life Insurance Contracts

Insurance contracts are broadly defined to include contracts with significant mortality and/or morbidity risk. The liability for future benefits of insurance contracts is the present value of such benefits less the present value of future net premiums based on mortality, morbidity, and other assumptions which were appropriate at the time the policies were issued or acquired. These assumptions are periodically evaluated for potential premium deficiencies. Any changes in the estimated liability are reflected in income as estimates are revised. At December 31, 2001 and 2000, insurance contracts, totaled $621.1 and $517.8, respectively.

Interest rate assumptions used in calculating the present value of future annuity and contract benefits range from 5.5% to 7.5%.

Universal Life

Universal Life contracts are broadly defined to include contracts that provide either death or annuity benefits and have features which may include various policyholder charges, credited interest, and/or variable premiums. At December 31, 2001 and 2000, Universal Life contracts totaled $10.2 and $10.4 respectively.

F-14

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements — Continued

December 31, 2001, 2000 and 1999

(Dollar amounts in millions)

(7)  Related-Party Transactions

The Company receives administrative services from certain affiliates for which progress payments for these services are made monthly. For the years ended December 31, 2001, 2000, and 1999, these services were valued at $15.8, $20.2 and $17.7, respectively.

During 2001, the Company received a $45 capital contribution from GE Capital Assurance as reflected in the Statements of Shareholder’s Interest.

During 2000, the Company entered into an agreement with GNA Corporation, an affiliate, in which GNA Corporation assumed, on a non-recourse basis, certain tax liabilities. Accordingly, the assumption of such liabilities was recorded as a non-cash capital contribution.

(8)  Income Taxes

The total provision for income taxes for the years ended December 31 consisted of the following components:

	2001		2000		1999
Current federal income tax provision	$	13.1	$	9.4	$	13.7
Deferred federal income tax provision (benefit)		14.2		5.1		(1.2	)
Total income tax provision	$	27.3	$	14.5	$	12.5

The reconciliation of the federal statutory tax rate to the effective income tax rate is as follows:

	2001		2000		1999
Statutory U.S. federal income tax rate	35.0	%	35.0	%	35.0	%
State income tax, net of federal income tax effect	—		—		—
Non-deductible goodwill amortization	1.6		1.7		1.8
Other, net	0.1		—		4.0
Effective rate	36.7	%	36.7	%	40.8	%

F-15

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements — Continued

December 31, 2001, 2000 and 1999

(Dollar amounts in millions)

The components of the net deferred income tax liability at December 31 are as follows:

	2001			2000
Assets:
Net unrealized losses on investment securities	$	1.7		$	—
Future annuity and contract benefits		92.0			76.3
Total deferred income tax assets		93.7			76.3
Liabilities:
Net unrealized gains on investment securities		—			(16.0	)
Investments		(1.8	)		(1.2	)
Present value of future profits		(43.9	)		(44.2	)
Deferred acquisition costs		(49.1	)		(27.3	)
Other, net		(1.8	)		(1.4	)
Total deferred income tax liabilities		(96.6	)		(90.1	)
Net deferred income tax liability	$	(2.9	)	$	(13.8	)

Based on an analysis of the Company’s tax position, management believes it is more likely than not that the results of future operations and implementation of tax planning strategies will generate sufficient taxable income enabling the Company to realize remaining deferred tax assets. Accordingly, no valuation allowance for deferred tax assets is deemed necessary.

The Company (received) paid $24.0, $(3.9) and $11.2, for federal and state income taxes in 2001, 2000, and 1999, respectively.

(9)  Guaranty Association Assessments

The Company is required by law to participate in the guaranty association of the State of New York. The state guaranty association ensures payment of guaranteed benefits, with certain restrictions, to policyholders of impaired or insolvent insurance companies, by assessing all other companies involved in similar lines of business. The insolvency of a major insurer that wrote significant business in New York could have an adverse impact on the profitability of the Company. The Company made no payments to the New York State guaranty association in 2001 and 2000, and received a net refund of $0.2 in 1999.

(10)  Litigation

The Company is a defendant in various cases of litigation considered to be in the normal course of business. The Company believes that the outcome of such litigation will not have a material effect on its financial position or results of operations.

(11)  Fair Value of Financial Instruments

Assets and liabilities that are reflected in the Financial Statements at fair value are not included in the following disclosures; such items include cash and cash equivalents, investment securities, separate accounts and beginning in 2001, derivative financial instruments. Other assets and liabilities—those not carried at fair value—are discussed in the following pages. Apart from certain marketable securities, few of the instruments discussed below are actively traded and their fair values must often be determined using models. Although management has made every effort to develop the fairest representation of fair value for this section, it would be unusual if the estimates could actually have been realized at December 31, 2001 or 2000.

F-16

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements — Continued

December 31, 2001, 2000 and 1999

(Dollar amounts in millions)

A description of how fair values are estimated follows:

Mortgage loans.    Based on quoted market prices, recent transactions and/or discounted future cash flows, using rates at which similar loans would have been made to similar borrowers.

Investment contracts.    Based on expected future cash flows, discounted at currently offered discount rates for immediate annuity contracts or cash surrender values for single premium deferred annuities.

Information about certain financial instruments that were not carried at fair value at December 31, 2001 and 2000, is summarized as follows:

	2001				2000
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Mortgage loans	$	338.6	$	351.1	$	329.8	$	340.9
Investment contracts	$	2,352.3	$	2,352.3	$	1,766.4	$	1,674.0

(12)  Restrictions on Dividends

State insurance departments that regulate life insurance companies recognize only statutory accounting practices for determining and reporting the financial condition and results of operations of an insurance company, for determining its solvency under law, and for determining whether its financial condition warrants the payment of a dividend to its shareholders. The maximum amount of dividends, which can be paid by State of New York insurance companies to shareholders without prior approval of the Insurance Commissioner, is subject to certain restrictions. No dividend payout may be made without prior approval. The Company last paid a dividend to GE Capital Assurance of $16.5 in 1999.

(13)  Supplementary Financial Data

The Company files financial statements with state insurance regulatory authorities and the National Association of Insurance Commissioners (“NAIC”) that are prepared on an accounting basis prescribed or permitted by such authorities (statutory basis). Statutory accounting practices differ from U.S. GAAP in several respects, causing differences in reported net income and shareholder’s interest. Permitted statutory accounting practices encompass all accounting practices not so prescribed but that have been specifically allowed by the state insurance authority. The Company has no significant permitted accounting practices. The impact of adoption of codification decreased statutory capital and surplus by $(2), primarily related to investment impairments.

Unaudited statutory net (loss) income for the years ended December 31, 2001, 2000, and 1999 was $(37.9), $(68.2) and $5.1, respectively. Unaudited statutory capital and surplus was $155.7 as of December 31, 2001 and 2000.

The NAIC has adopted Risk-Based Capital (“RBC”) requirements to evaluate the adequacy of statutory capital and surplus in relation to risks associated with: (1) asset risk, (2) insurance risk, (3) interest rate risk, and (4) business risk. The RBC formula is designated as an early warning tool for the states to identify possible under-capitalized companies for the purpose of initiating regulatory action. In the course of operations, the Company periodically monitors the RBC level. At December 31, 2001 and 2000, the Company exceeded the minimum required RBC levels.

(14)  Business Segments

The Company conducts its operations through two business segments: (1) Wealth Accumulation and Transfer, comprised of products intended to increase the policyholder’s wealth, transfer wealth to beneficiaries or provide for a means

F-17

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

Notes to Financial Statements — Continued

December 31, 2001, 2000 and 1999

(Dollar amounts in millions)

for replacing the income of the insured in the event of premature death, and (2) Lifestyle Protection and Enhancement, comprised of products intended to protect accumulated wealth and income from the financial drain of unforeseen events. See Note (1) for further discussion of the Company’s principal products.

The following is a summary of industry segment activity for 2001, 2000, and 1999:

	2001								2000									1999
	Wealth acccumulation and transfer			Lifestyle protection and enhancement		Total			Wealth acccumulation and transfer			Lifestyle protection and enhancement			Total			Wealth acccumulation and transfer			Lifestyle protection and enhancement			Total
Revenues:
Net investment income	$	160.5		$	35.3	$	195.8		$	138.7		$	16.8		$	155.5		$	120.0		$	6.0		$	126.0
Premiums		42.5			146.1		188.6			29.2			84.5			113.7			36.3			42.8			79.1
Net unrealized investment gains (losses)		22.2			—		22.2			(1.1	)		—			(1.1	)		0.3			—			0.3
Other revenues (losses)		1.3			—		1.3			3.1			(0.1	)		3.0			3.4			—			3.4
Total revenues		226.5			181.4		407.9			169.9			101.2			271.1			160.0			48.8			208.8
Benefits and expenses:
Interest credited, benefits and other changes in policy reserves		165.4			103.6		269.0			125.1			67.2			192.3			114.0			33.7			147.7
Commissions		47.5			31.5		79.0			31.8			18.8			50.6			17.8			10.3			28.1
Amortization of intangibles		3.7			8.1		11.8			5.5			3.8			9.3			5.5			0.6			6.1
Other operating costs and expenses		(32.1	)		5.9		(26.2	)		(18.5	)		(2.1	)		(20.6	)		(3.5	)		(0.2	)		(3.7	)
Total benefits and expenses		184.5			149.1		333.6			143.9			87.7			231.6			133.8			44.4			178.2
Income before income taxes	$	42.0		$	32.3	$	74.3		$	26.0		$	13.5		$	39.5		$	26.2		$	4.4		$	30.6
Provision for income taxes	$	15.4		$	11.9	$	27.3		$	9.7		$	4.8		$	14.5		$	10.7		$	1.8		$	12.5
Total assets	$	3,098.4		$	746.8	$	3,845.2		$	2,354.6		$	567.1		$	2,921.7		$	1,986.2		$	135.7		$	2,121.9

F-18

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.

(b)  Exhibits

(1)(a)	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)
(1)(b)	Resolution of Board of Directors of GE Capital Life Assurance Company of New York authorizing the establishment of thirty-seven subaccounts of the Separate Account investing in shares of Alger American Small Capitalization Portfolio and Alger American Growth Portfolio of the Alger American Fund; VIP Equity-Income Portfolio, VIP Growth Portfolio and VIP Overseas Portfolio of Fidelity Variable Insurance Products Fund; VIP II Asset Manager Portfolio and VIP II Contrafund Portfolio of Fidelity Variable Insurance Products Fund II; VIP III Growth & Income Portfolio and VIP III Growth Opportunities Portfolio of Fidelity Variable Insurance Products Fund III; Federated Utility Fund II, Federated High Income Bond Fund II and Federated American Leaders Fund II of Federated Insurance Series; Balanced Portfolio, Flexible Income Portfolio, Growth Portfolio, Aggressive Growth Portfolio, Worldwide Growth Portfolio, International Growth Portfolio and Capital Appreciation Portfolio of Janus Aspen Series; Money Market Fund, Income Fund, S&P 500® Index Fund, Total Return Fund, International Equity Fund, Real Estate Securities Fund, Global Income Fund, Value Equity Fund and U.S. Equity Fund of GE Investments Funds, Inc.; Oppenheimer High Income Fund, Oppenheimer Bond Fund, Oppenheimer Aggressive Growth Fund, Oppenheimer Growth Fund and Oppenheimer Multiple Strategies Fund of Oppenheimer Variable Account Funds; PBHG Growth II Portfolio and PBHG Large Cap Growth Portfolio of PBHG Insurance Series Fund, Inc. Goldman Sachs Growth and Income Fund and Goldman Sachs Mid Cap Equity Fund of Goldman Sachs Asset Management, Inc.(3)
(1)(c)	Resolution of Board of Directors of GE Capital Life Assurance Company of New York authorizing the name change of certain subaccounts of the Separate Account investing in shares of Oppenheimer High Income Fund/VA, Oppenheimer Bond Fund/VA, Oppenheimer Aggressive Growth Fund/VA, Oppenheimer Capital Appreciation Fund/VA and Oppenheimer Multiple Strategies Fund/VA of Oppenheimer Variable Account Funds and Goldman Sachs Mid Cap Value Fund of Goldman Sachs Asset Management, Inc.(3)
(1)(d)	Resolution of Board of Directors of GE Capital Life Assurance Company of New York authorizing the establishment of additional subaccounts of the Separate Account investing in shares of Premier Growth Equity Fund of GE Investments Funds, Inc. and Salomon Investors Fund, Salomon Total Return Fund and Salomon Strategic Bond Fund of Salomon Brothers variable Series Fund, Inc.(3)
(1)(e)	Resolution of Board of Directors of GE Capital Life Assurance Company of New York authorizing the change in name of subaccounts investing in shares of GE Investments Funds Value Equity Fund to GE Mid-Cap Value Equity Fund.(3)

1

(1)(f)	Resolution of Board of Directors of GE Capital Life Assurance Company of New York authorizing additional subaccounts of the Separate Account investing in shares of AIM V.I. Capital Appreciation Fund, AIM V.I. Growth Fund, and AIM V.I. Value Fund of AIM Variable Insurance Funds; Growth and Income Portfolio, Premier Growth Portfolio and Quasar Portfolio of Alliance Variable Products Series Fund, Inc.; Dreyfus Investment Portfolios-Emerging Markets Portfolio and The Dreyfus Socially Responsible Growth Fund, Inc. of The Dreyfus Corporation; Federated High Income Bond Fund II and Federated International Small Company Fund II of the Federated Insurance Series; Equity Income Portfolio and Growth Portfolio of Fidelity Variable Insurance Products Fund; Contrafund Portfolio of Fidelity Variable Insurance Products Fund II; Growth & Income Portfolio and Mid Cap Portfolio of Fidelity Variable Insurance Products Fund III; Mid-Cap Value Equity Fund, Money Market Fund, Premier Growth Equity Fund, S&P 500 Index Fund, Small-Cap Value Equity Fund, U.S. Equity Fund, and Value Equity Fund of GE Investments Funds, Inc.; Aggressive Growth Portfolio, Balanced Portfolio, Capital Appreciation Portfolio, Global Life Sciences Portfolio, Global Technology Portfolio, Growth Portfolio, International Growth Portfolio, and Worldwide Growth Portfolio of Janus Aspen Series; MFS® Growth Series, MFS® Growth With Income Series, MFS® New Discovery Series and MFS® Utilities Series of the Massachusetts Financial Services Company Variable Insurance Trust; Oppenheimer Global Securities Fund/VA and Oppenheimer Main Street Growth & Income Fund/VA of Oppenheimer Variable Account Funds; Foreign Bond Portfolio, High Yield Bond Portfolio, Long-Term U.S. Government Bond Portfolio and Total Return Bond Portfolio of PIMCO Variable Insurance Trust; and Rydex OTC Fund of Rydex Variable Trust.(4)
(2)	Not Applicable.
(3)	Underwriting Agreement between GE Capital Life and Capital Brokerage Corporation.(2)
(3)(i)	Dealer Sales Agreement.(2)
(4)	Form of Contract.(7)
(5)	Form of Application.(7)
(6)(a)	Certificate of Incorporation of GE Capital Life.(1)
(6)(b)	By-Laws of GE Capital Life.(1)
(7)	Not Applicable.
(8)(a)	Form of Participation Agreement regarding Federated Insurance Series.(2)
(8)(a)(i)	Amendment to Participation Agreement between Federated Insurance Series and GE Capital Life Assurance Company of New York.(5)
(8)(b)	Form of Participation Agreement regarding GE Investments Funds, Inc.(2)
(8)(b)(i)	Amendment to Participation Agreement between GE Investments Funds, Inc. and GE Capital Life Assurance Company of New York.(3)
(8)(b)(ii)	Amendment to Participation Agreement between GE Investments Funds, Inc. and GE Capital Life Assurance Company of New York.(5)
(8)(c)	Form of Participation Agreement regarding Janus Aspen Series.(2)
(8)(c)(i)	Amendment to Participation Agreement between Janus Aspen Series and GE Capital Life.(3)
(8)(e)	Form of Participation Agreement regarding Oppenheimer Variable Account Funds.(5)

2

(8)(f)	Form of Participation Agreement regarding Variable Insurance Products Fund.(2)
(8)(g)	Form of Participation Agreement regarding Variable Insurance Products Fund II.(2)
(8)(h)	Form of Participation Agreement regarding Variable Insurance Products Fund III.(2)
(8)(h)(i)	Amendment to Participation Agreement between Variable Insurance Products Fund III and GE Capital Life Assurance Company of New York.(5)
(8)(j)	Form of Participation Agreement between AIM Variable Insurance Series and GE Capital Life Assurance Company of New York.(5)
(8)(k)	Form of Participation Agreement between Alliance Variable Series and GE Capital Life Assurance Company of New York.(5)
(8)(l)	Form of Participation Agreement between MFS Variable Insurance Trust and GE Capital Life Assurance Company of New York.(5)
(8)(m)	Form of Participation Agreement between PIMCO Variable Insurance Trust and GE Capital Life Assurance Company of New York.(5)
(8)(n)	Form of Participation Agreement between Rydex Variable Trust and GE Capital Life Assurance Company of New York.(5)
(8)(o)	Form of Participation Agreement between Eaton Vance and GE Capital Life Assurance Company of New York.(7)
(8)(p)	Form of Participation Agreement between Van Kampen Life Investment Trust and GE Capital Life Assurance Company of New York.(7)
(9)	Opinion and Consent of Counsel.(7)
(10)	Consent of Independent Auditors.(7)
(11)	Not Applicable.
(12)	Not Applicable.
(13)	Not Applicable.
(14)	Power of Attorney.(7)

(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 Pre-Effective Amendment No. 1 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 by reference to Post-Effective Amendment No. 3 filing of the Registration Statement on Form N-4 File No. 333-9955, filed with the Securities and Exchange Commission on May 1, 2000.

(4) Incorporated herein by reference to the initial filing of the Registration Statement on Form N-4 No. 333-47016, filed with the Securities and Exchange Commission on September 29, 2000.

(5) Incorporated herein by reference to Pre-Effective Amendment No. 1 filing of the Registration Statement on Form N-4 333-47016, filed with the Securities and Exchange Commission on December 7, 2000.

(6) Incorporated herein by reference to Post-Effective Amendment No. 5 of the Registration Statement on Form N-4, File No. 333-47016 filed with the Securities and Exchange Commission on May 1, 2002.

(7) Filed herein.

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Item 25.    Directors and Officers of GE Capital Life Assurance Company of New York

Name	Address	Positions and Offices with Depositor
Pamela S. Schutz	6610 W. Broad St. Richmond, VA 23230	President, Chief Executive Officer, and Director
David J. Sloane	200 Old Country Road, Suite 240 Mincola, NY 11501	Senior Vice President, Chief Administrative Officer and Director
Marshall S. Belkin	345 Kear Street Yorktown Heights, NY 10598	Director
Richard I. Byer	317 Madison Avenue New York, NY 10017	Director
Kelly L. Groh	6610 W. Broad St. Richmond, VA 23230	Senior Vice President, Chief Financial Officer and Director
Bernard M. Eiber	55 Northern Blvd. Room 302 Great Neck, NY 11021	Director
Jerry S. Handler	151 West 40th St. New York, NY 10018	Director
Gerald A. Kaufman	33 Walt Whitman Rd., Suite 233 Huntington Station, NY 11746	Director
Isidore Sapir	449 Golden River Dr. Golden Lakes Village West Palm Beach, VA 33411	Director
Frank T. Gencarelli	6610 W. Broad Street Richmond, VA 23230	Senior Vice President and Director
Thomas E. Duffy	6610 W. Broad St. Richmond, VA 23230	Senior Vice President, General Counsel and Secretary
Leon E. Roday	6620 W. Broad St. Richmond, VA 23230	Senior Vice President and Director
Geoffrey S. Stiff	6610 W. Broad St. Richmond, VA 23230	Senior Vice President and Director
Paul A. Haley	6610 W. Broad St. Richmond, VA 23230	Senior Vice President, Illustration Actuary and Director
Heather Harker	6610 W. Broad St. Richmond, VA 23230	Vice President
Clifford A. Lange	6604 N. Broad St. Richmond, VA 23230	Senior Vice President and Chief Actuary

4

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.

5

Item 27.    Number of Contract Owners

Not applicable

Item 28.    Indemnification

(a)    Article VIII, Section 1 of the By-Laws of GE Capital Life Assurance Company of New York provides that:

(a)  The Corporation may indemnify any person, made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the Corporation to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other Corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the Corporation, or served such other Corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including fines, amounts paid in settlement and reasonable expenses, including attorney’s fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonable believed to be in, or, in the case of service for any other Corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

(b)  The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such director or officer did not act, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other Corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation or that he had reasonable cause to believe that his conduct was unlawful.

(c)  A Corporation may indemnify any person made, or threatened to be made, a party to an action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of any other Corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense or settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in or in the case of service for other Corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to the best interests of the Corporation, except that no indemnification under this paragraph shall be made in respect of (1) a threatened action or a pending action which is settled or otherwise disposed of or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement and expenses as the court deems proper.

(d)  For the purpose of this section, the Corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the Corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the

6

participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation.

Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provision, or otherwise under circumstances where the burden of proof set forth in Section 11(b) of the Act has not been sustained, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the 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 Registrant 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.

(b)    Rule 484 Undertaking

Section 722 of the Code of New York, in brief, allow a corporation to indemnify any person made party to a proceeding because such person is or was a director, officer, employee, or agent of the corporation, against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he believed that (a) in the case of conduct in his official capacity with the corporation, his conduct was in its best interests; and (b) in all other cases, his conduct was at least not opposed to the corporation’s best interests and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The termination of a proceeding by judgment, order, settlement or conviction is not, of itself, determinative that the director, officer, employee, or agent of the corporation did not meet the standard of conduct described. A corporation may not indemnify a director, officer, employee, or agent of the corporation in connection with a proceeding by or in the right of the corporation, in which such person was adjudged liable to the corporation, or in connection with any other proceeding charging improper personal benefit to such person, whether or not involving action in his official capacity, in which such person was adjudged liable on the basis that personal benefit was improperly received by him. Indemnification permitted under these sections of the Code of New York in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

Item 29.    Principal Underwriters

(a)  Capital Brokerage Corporation is the principal underwriter of the Contracts as defined in the Investment Company Act of 1940 and is also the principal underwriter for other variable annuity contracts and variable life insurance policies issued through GE Capital Life Separate Account II and GE Capital Life Separate Account III.

7

(b)

Name	Address	Positions and Offices with Underwriter
Adam T. Rochlin	201 Merritt 7 Norwalk, CT 06856	President and Chief Executive Officer
Robert J. Methven	200 N. Martingale Road Schaumburg, IL 60173	Senior Vice President
Gary T. Prizzia	6620 W. Broad Street Richmond, VA 23230	Treasurer
Edward J. Wiles, Jr.	201 Merritt 7 Norwalk, CT 06856	Senior Vice President, Chief Compliance Officer
Kelly L. Groh	6610 W. Broad Street Richmond, Virginia 23230	Senior Vice President and Chief Financial Officer
Victor C. Moses	601 Union St., Ste. 5600 Seattle, WA 98101	Senior Vice President
Geoffrey S. Stiff	6610 W. Broad St. Richmond, VA 23230	Senior Vice President
Ward E. Bobitz	6620 W. Broad St. Richmond, VA 23230	Vice President & Assistant Secretary
Brenda Daglish	6604 W. Broad St. Richmond, VA 23230	Vice President & Assistant Treasurer
William E. Daner, Jr.	6610 W. Broad St. Richmond, VA 23230	Vice President, Counsel & Secretary
Richard G. Fucci	6604 W. Broad St. Richmond, VA 23230	Vice President

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 Assurance Company of New York at its administrative office at 6610 West Broad Street, Richmond, VA 23230.

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 contracts 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.

8

(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 Assurance Company of New York at the address or phone number listed in the Prospectus.

(d)  GE Capital Life Assurance Company of New York hereby represents that the fees and charges deducted under the contract, 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 Assurance Company of New York.

Section 403(b) of the Internal Revenue Code

GE Capital Life Assurance Company of New York represents that in connection with its offering of Contracts as funding vehicles for retirement plans meeting the requirements of Section 403(b) of the Internal Revenue Code of 1986, as amended, 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.

9

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, GE Capital Life Separate Account II, and has duly caused this Pre-Effective Amendment No. 1 Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, and its seal to be hereunto affixed and attested, in the County of Henrico in the Commonwealth of Virginia, on the 19th of December, 2002.

GE CAPITAL LIFE SEPARATE ACCOUNT II (Registrant)

                  /s/    HEATHER HARKER

By:                                                                                                  

Vice President,

GE Capital Life Assurance Company of New York

GE CAPITAL LIFE ASSURANCE COMPANY OF NEWYORK     (Depositor)

                  /s/    HEATHER HARKER

By:                                                                                                  

Vice President,

GE Capital Life Assurance Company of New York

As required by the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Pamela S. Schutz	President, Chief Executive Officer and Director	12/19/02
* Leon E. Roday	Senior Vice President and Director	12/19/02
* Thomas E. Duffy	Senior Vice President, General Counsel and Secretary	12/19/02
* Kelly L. Groh	Senior Vice President, Chief Financial Officer and Director	12/19/02
* David J. Sloane	Senior Vice President, Chief Administrative Officer and Director	12/19/02
* Frank T. Gencarelli	Senior Vice President and Director	12/19/02
* Paul A. Haley	Senior Vice President, Illustration Actuary and Director	12/19/02
*   Geoffrey S. Stiff	Senior Vice President and Director	12/19/02
/S/    HEATHER HARKER         Heather Harker	Vice President	12/19/02

* By /s/ HEATHER HARKER, Pursuant To Power Of Attorney Executed On December 6, 2002.

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