Exhibit (3)(b)


                        Consent of Independent Auditors

The Board of Directors
GE Life and Annuity Assurance Company
  and
Policyholders
GE Life & Annuity Separate Account II:

We consent to the use of our reports included herein and to the reference to our
firm under the heading "Experts" in the Registration Statement.

Our report on the consolidated financial statements of GE Life and Annuity
Assurance Company and subsidiary dated January 15, 2002, contains explanatory
paragraphs that state that the Company changed its method of accounting for
derivatives in 2001 and for insurance-related assessments in 1999.

/s/ KPMG LLP

Richmond, Virginia
April 18, 2002