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               UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549


                                   FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
               For the quarterly period ended September 26, 1998

                                      OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934


For the transition period from      to


Commission file number 333-40159




                     GE FINANCIAL ASSURANCE HOLDINGS, INC.
            (Exact name of registrant as specified in its charter)



                 DELAWARE                         54-1829180
         (State or other jurisdiction of       (I.R.S. Employer
          incorporation or organization)     Identification No.)


               6604 WEST BROAD STREET, RICHMOND, VIRGINIA 23230
                    (Address of principal executive offices)
                                  (Zip Code)


                                (804) 281-6000
             (Registrant's telephone number, including area code)




Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X  No


At November 6, 1998, 1,000 shares of common stock with a par value of $1,000
were outstanding.


REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1)(A) AND
(B) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED
DISCLOSURE FORMAT.


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<PAGE>

                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                 -----
<S>                                                                              <C>
PART I -    FINANCIAL INFORMATION.
Item 1.      Financial Statements ............................................     1
Item 2.      Management's Discussion and Analysis of Results of Operations ...     5
PART II -   OTHER INFORMATION.
Item 6.       Exhibits and Reports on Form 8-K ...............................     8
Signatures ...................................................................     9
Index to Exhibits ............................................................    10
Exhibit 12.  Computation of Ratio of Earnings to Fixed Charges ...............    11

</TABLE>

<PAGE>

                        PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


            GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES


      CONDENSED, CONSOLIDATED STATEMENT OF CURRENT AND RETAINED EARNINGS


                                  (UNAUDITED)




<TABLE>
<CAPTION>
                                                              FOR THE THREE                   FOR THE NINE
                                                              MONTHS ENDED                    MONTHS ENDED
                                                     ------------------------------- ------------------------------
                                                      SEPTEMBER 26,   SEPTEMBER 27,   SEPTEMBER 26,   SEPTEMBER 27,
                                                           1998            1997            1998           1997
(In millions)                                        --------------- --------------- --------------- --------------
<S>                                                  <C>             <C>             <C>             <C>
REVENUES:
 Net investment income .............................     $  710          $ 695           $2,166          $2,047
 Net realized investment gains (losses) ............         44             (1)              72              27
 Premiums ..........................................        806            579            2,317           1,592
 Policy fees and other income ......................        119            102              347             314
                                                         ------          -------         ------          ------
   Total revenues ..................................      1,679          1,375            4,902           3,980
                                                         ------          -------         ------          ------
 
BENEFITS AND EXPENSES:
 Interest credited .................................        319            318              951             959
 Benefits and other changes in policy reserves .....        815            643            2,363           1,740
 Commissions .......................................        125            134              372             429
 General expenses ..................................        234            161              691             474
 Amortization of intangibles, net ..................         76             58              218             207
 Change in deferred acquisition costs, net .........       (122)          (113)            (323)           (340)
 Interest expense ..................................         28              3               68               9
                                                         ------          -------         ------          ------
   Total benefits and expenses .....................      1,475          1,204            4,340           3,478
                                                         ------          -------         ------          ------
 
Earnings before income taxes .......................        204            171              562             502
Provision for income taxes .........................         76             66              209             194
                                                         ------          -------         ------          ------
NET EARNINGS .......................................        128            105              353             308
Retained earnings at beginning of period ...........      1,087            640              862             437
                                                         ------          -------         ------          ------
Retained earnings at end of period .................     $1,215          $ 745           $1,215          $  745
                                                         ======          =======         ======          ======
</TABLE>

          See Notes to Condensed, Consolidated Financial Statements.

                                       1
<PAGE>

ITEM 1. FINANCIAL STATEMENTS (Continued)


             GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES


            CONDENSED, CONSOLIDATED STATEMENT OF FINANCIAL POSITION




<TABLE>
<CAPTION>
                                                                 SEPTEMBER 26,     DECEMBER 31,
                                                                      1998             1997
                                                                ---------------   -------------
(In millions)                                                     (UNAUDITED)
<S>                                                             <C>               <C>
ASSETS
INVESTMENTS:
 Fixed maturities available-for-sale, at fair value .........       $36,717          $34,537
 Mortgage loans, net of valuation allowance .................         2,815            2,667
 Policy loans ...............................................         1,143            1,066
 Short-term investments .....................................           221              286
 Other invested assets ......................................           995              913
                                                                    -------          -------
   TOTAL INVESTMENTS ........................................        41,891           39,469
                                                                    -------          -------
Cash ........................................................            68               44
Accrued investment income ...................................           786              750
Deferred acquisition costs ..................................         1,160              863
Intangible assets ...........................................         3,270            3,354
Reinsurance recoverable .....................................         1,670            1,725
Other assets ................................................         1,370              781
Separate account assets .....................................         4,655            4,106
                                                                    -------          -------
   TOTAL ASSETS .............................................       $54,870          $51,092
                                                                    =======          =======
 
LIABILITIES AND SHAREHOLDER'S INTEREST
LIABILITIES:
 Future annuity and contract benefits .......................       $35,307          $34,258
 Unearned premiums ..........................................           979            1,121
 Liability for policy and contract claims ...................         1,550            1,521
 Other policyholder liabilities .............................           629              480
 Accounts payable and accrued expenses ......................         1,933            1,264
 Deferred income tax liability ..............................           203               44
 Short-term borrowings ......................................         1,603            1,162
 Separate account liabilities ...............................         4,655            4,106
 Long-term debt .............................................           223              175
                                                                    -------          -------
   TOTAL LIABILITIES ........................................        47,082           44,131
                                                                    -------          -------
Minority interest ...........................................           126                3
SHAREHOLDER'S INTEREST:
 Net unrealized investment gains ............................         1,027              661
 Foreign currency translation adjustments ...................           (15)              --
                                                                    -------          -------
 Accumulated non-owner changes in equity ....................         1,012              661
 Common stock ...............................................            --               --
 Additional paid-in capital .................................         5,435            5,435
 Retained earnings ..........................................         1,215              862
                                                                    -------          -------
   TOTAL SHAREHOLDER'S INTEREST .............................         7,662            6,958
                                                                    -------          -------
   TOTAL LIABILITIES AND SHAREHOLDER'S INTEREST .............       $54,870          $51,092
                                                                    =======          =======
</TABLE>

          See Notes to Condensed, Consolidated Financial Statements.

                                       2
<PAGE>

ITEM 1. FINANCIAL STATEMENTS (Continued).


            GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES


                CONDENSED, CONSOLIDATED STATEMENT OF CASH FLOWS


                                  (UNAUDITED)




<TABLE>
<CAPTION>
                                                                                                    NINE MONTHS ENDED
                                                                                             --------------------------------
                                                                                              SEPTEMBER 26,     SEPTEMBER 27,
                                                                                                   1998             1997
(In millions)                                                                                ---------------   --------------
<S>                                                                                          <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net earnings ............................................................................      $    353          $    308
 Adjustments to reconcile net earnings to net cash provided from operating activities:
   Increase in future policy benefits ....................................................         1,811             1,623
   Other - net ...........................................................................           (24)             (725)
                                                                                                --------          --------
   Net cash provided from operating activities ...........................................         2,140             1,206
                                                                                                --------          --------
CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds from maturities and sales of investment securities and other invested assets ...         4,871             3,469
 Principal collected on mortgage and policy loans ........................................           374               218
 Purchases of investment securities and other invested assets ............................        (6,338)           (4,215)
 Mortgage and policy loan originations ...................................................          (602)             (446)
 Purchase of GE Edison Life Insurance Company, net of cash acquired ......................          (566)               --
                                                                                                --------          --------
   Net cash used for investing activities ................................................        (2,261)             (974)
                                                                                                --------          --------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from issue of investment contracts .............................................         2,567             2,657
 Redemption and benefit payments on investment contracts .................................        (3,509)           (3,158)
 Net commercial paper borrowings (maturities of 90 days or less) .........................           567                --
 Proceeds from minority interest holder ..................................................           556                --
 Proceeds from long-term debt ............................................................            48                --
 Proceeds from short-term borrowings .....................................................         2,828             1,428
 Payments on short-term borrowings .......................................................        (2,954)           (1,305)
                                                                                                --------          --------
   Net cash (used for) provided by financing activities ..................................           103              (378)
                                                                                                --------          --------
 EFFECT OF EXCHANGE RATE CHANGES ON CASH .................................................           (23)               --
 DECREASE IN CASH AND EQUIVALENTS ........................................................           (41)             (146)
 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD .............................................           330               285
                                                                                                --------          --------
 CASH AND EQUIVALENTS AT END OF PERIOD ...................................................      $    289          $    139
                                                                                                ========          ========
</TABLE>

          See Notes to Condensed, Consolidated Financial Statements.

                                       3
<PAGE>

ITEM 1. FINANCIAL STATEMENTS (Continued).


            GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES


             NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS


                                  (UNAUDITED)

1. The accompanying condensed, consolidated quarterly financial statements
   represent GE Financial Assurance Holdings, Inc. and its consolidated
   subsidiaries (collectively the "Company"). All significant intercompany
   transactions have been eliminated. Certain prior period data have been
   reclassified to conform to the current period presentation.

2. The condensed, consolidated quarterly financial statements are unaudited.
   These statements include all adjustments (consisting of normal recurring
   accruals) considered necessary by management to fairly present the
   Company's results of operations, financial position and cash flows. The
   results reported in these condensed, consolidated financial statements
   should not be regarded as necessarily indicative of results that may be
   expected for the entire year.

3. Statement of Financial Accounting Standards No. 130, REPORTING COMPREHENSIVE
   INCOME, was adopted as of January 1, 1998. This Statement requires
   reporting of changes in shareholder's interest that do not result directly
   from transactions with shareholders. An analysis of these changes follows:



<TABLE>
<CAPTION>
                                                                NINE MONTHS ENDED
                                                     ----------------------------------------
                                                      SEPTEMBER 26, 1998   SEPTEMBER 27, 1997
(in millions)                                        -------------------- -------------------
<S>                                                  <C>                  <C>
     Net earnings ..................................        $ 353                 $308
     Unrealized gains on investments securities-net           366                  588
     Foreign currency translation adjustments ......          (15)                  --
                                                            -----                 ----
       Total .......................................        $ 704                 $896
                                                            =====                 ====
</TABLE>


<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                     ----------------------------------------
                                                      SEPTEMBER 26, 1998   SEPTEMBER 27, 1997
(in millions)                                        -------------------- -------------------
<S>                                                  <C>                  <C>
     Net earnings ..................................         $128                 $105
     Unrealized gains on investments securities-net           201                  419
     Foreign currency translation adjustments ......           47                   --
                                                             ----                 ----
       Total .......................................         $376                 $524
                                                             ====                 ====
</TABLE>

4. In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
   ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (the
   "Statement"). The Statement requires that, upon adoption, all derivative
   instruments (including certain derivative instruments embedded in other
   contracts) be recognized in the balance sheet at fair value, and that
   changes in such fair values be recognized in earnings unless specific
   hedging criteria are met. Changes in the values of derivatives that meet
   these hedging criteria will ultimately offset related earnings effects of
   the hedged items; effects of certain changes in fair value are recorded in
   other comprehensive income pending recognition in earnings. The Company
   will not adopt the Statement until required to do so on January 1, 2000.

                                       4
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.


OVERVIEW

Net earnings for the first nine months of 1998 were $353 million, a $45 million
(14.6%) increase over the first nine months of 1997. This increase was driven
largely by the November, 1997 acquisition of Colonial Penn Insurance Company
("Colonial Penn") and growth in sales of certain existing products.

OPERATING RESULTS

     NET INVESTMENT INCOME increased $119 million or 5.8% to $2,166 million for
the first nine months of 1998 from $2,047 million for the first nine months of
1997. The increase was primarily attributable to higher levels of average
invested assets ($39.1 billion in first nine months of 1998 vs. $36.5 billion
in first nine months of 1997) due to the Colonial Penn acquisition, growth in
core invested assets and new investments relating to the Company's operations
in Japan commencing in April 1998.

     NET REALIZED INVESTMENT GAINS increased $45 million to $72 million for the
first nine months of 1998 from $27 million for the first nine months of 1997.
The increase was primarily attributable to the Company's asset/liability risk
management policies and varies with market and economic conditions.

     PREMIUMS for the first nine months of 1998 were $2,317 million, $725
million or 45.5% higher than for the first nine months of 1997. The increase is
a result of acquisitions ($507 million), including Colonial Penn and initial
operations of GE Edison Life Insurance Company ("GE Edison") commencing in
April 1998; as well as growth in certain of the Company's life, accident and
health and structured settlement products.

     POLICY FEES AND OTHER INCOME increased $33 million to $347 million in the
first nine months of 1998 from $314 million in the first nine months of 1997.
Policy fees and other income is principally comprised of surrender fees,
insurance charges made against universal life contracts, other specified
transaction fees assessed to policyholders, and commission income. The increase
in the first nine months of 1998 was primarily due to an increase in
transaction fees charged on certain products.

     INTEREST CREDITED decreased $8 million, or 0.8% to $951 million in the
first nine months of 1998 from $959 million in the first nine months of 1997.
This decrease was driven by the reduction of the Company's crediting rates due
to changes in market conditions and other factors. The Company monitors market
conditions closely and resets interest crediting rates as deemed appropriate in
accordance with the terms of the underlying contracts.

     BENEFITS AND OTHER CHANGES IN POLICY RESERVES includes both activity
related to future policy benefits on long-duration life and health insurance
products as well as claim costs incurred during the year under these contracts
and property and casualty products. These amounts increased $623 million, or
35.8%, to $2,363 million in the first nine months of 1998 from $1,740 million
in the first nine months of 1997. This increase was a result of acquisitions
($415 million), including Colonial Penn and initial operations of GE Edison, as
well as increased benefit payments and other changes in policy reserves on
existing life insurance policies, annuity contracts and accident and health
insurance policies.

     COMMISSIONS of $372 million for the first nine months of 1998 decreased
$57 million, or 13.3%, from $429 million in the first nine months of 1997
primarily due to the acquisition of LTC, Inc. in November 1997 (previously an
independent entity providing certain services to the Company for which
commissions were paid) and lower production associated with certain of the
Company's existing products. Commissions related to LTC, Inc. approximated $23
million for the first nine months of 1997. Commissions expense in relation to
premiums revenue decreased primarily due to the acquisition of Colonial Penn, a
direct marketer of personal lines of automobile insurance.

     GENERAL EXPENSES were $691 million for the first nine months of 1998, an
increase of $217 million or a 45.8% over the first nine months of 1997 expense
of $474 million. The increase was primarily a result of acquisitions ($195
million), including Colonial Penn and LTC, Inc.; expenses related to the
Company's GE Edison operations; and growth in sales of certain existing
products.

     AMORTIZATION OF INTANGIBLES, NET increased $11 million, or 5.3%, to $218
million for the first nine months of 1998 from $207 million for the first nine
months of 1997. The Company's significant intangible assets consist of two
components which both result from acquisition activities -  the present value
of future profits ("PVFP"), representing the estimated future gross profit in
acquired insurance contracts, and goodwill, representing the excess of purchase
price over the fair value of identified net assets of the acquired entities. A
$19 million increase in the amortization of goodwill during the first nine
months of 1998 partially offset a reduction in the amortization of PVFP of $8
million.


                                       5
<PAGE>

     CHANGE IN DEFERRED ACQUISITION COSTS, NET decreased $17 million, or 5.0%,
to $323 million for the first nine months of 1998 from $340 million for the
first nine months of 1997. The decrease was due to lower deferrable acquisition
costs in 1998, primarily commissions, due to the acquisition of LTC, Inc. in
November 1997 (previously an independent entity providing certain services to
the Company for which commissions were paid) and lower production associated
with certain of the Company's existing products.

     INTEREST EXPENSE increased $59 million to $68 million for the first nine
months of 1998 from $9 million for the first nine months of 1997. This increase
was related to interest costs incurred on borrowings in connection with the
November, 1997 acquisition of Colonial Penn and the commencement of GE Edison
operations in April 1998.


FINANCIAL CONDITION

     TOTAL ASSETS increased $3,778 million, or 7.4%, at September 26, 1998 from
December 31, 1997. Total investments increased $2,422 million, or 6.1%, at
September 26, 1998 from December 31, 1997. This increase was primarily driven
by invested operating cash flows of $1,695 million, excluding acquisitions and
an increase in net unrealized investment gains of $366 million. Other assets
increased $589 million, or 75.4%, at September 26, 1998 from December 31, 1997
primarily due to assets acquired during the initiation of GE Edison operations.
Assets invested in separate accounts increased by $549 million, or 13.4%, at
September 26, 1998 from December 31, 1997 primarily due to continued sales of
variable annuity products.

     TOTAL LIABILITIES increased $2,951 million, or 6.7%, at September 26, 1998
from December 31, 1997. Future annuity and contract benefits increased $1,049
million, or 3.1%, at September 26, 1998 from December 31, 1997. This increase
resulted primarily from the initiation of operations at GE Edison and growth in
existing insurance and investment products. Liabilities under the separate
accounts increased $549 million primarily due to continued sales of variable
annuity products. Borrowings (including short-term borrowings and long-term
debt) increased $489 million primarily as a result of $569 million in
borrowings related to the Company's investment in GE Edison. Accounts payable
and accrued expenses increased $669 million due primarily to liabilities
associated with the operations of GE Edison and timing of net payments and
receipts related to unsettled investment portfolio trades as well as normal
business activity.

     MINORITY INTEREST increased $123 million at September 26, 1998 from
December 31, 1997 as a result of the establishment of minority interest
relating to GE Edison.


OTHER MATTERS

YEAR 2000

     The inability of business processes to continue to function correctly
after the beginning of the Year 2000 could have serious adverse effects on
companies and entities throughout the world. The Company has undertaken efforts
to identify and mitigate Year 2000 issues in its information systems, products
and services, facilities and suppliers as well as to assess the extent to which
Year 2000 issues will impact its customers. Each of the Company's businesses
has a Year 2000 leader who oversees a multi-functional remediation project team
responsible for applying the Six Sigma quality program in four phases: (1)
DEFINE/MEASURE --  identify and inventory possible sources of Year 2000 issues;
(2) ANALYZE -- determine the nature and extent of Year 2000 issues and develop
project plans to address those issues; (3) IMPROVE -- execute project plans and
perform a majority of the testing; and (4) CONTROL -- complete testing,
continue monitoring readiness and complete necessary contingency plans. The
progress of this program is monitored continuously at each business and
company-wide reviews with senior management are conducted quarterly. Management
plans to have completed the first three phases of the program for a majority of
mission-critical systems by the end of 1998 and to have nearly all significant
information systems, products and services, facilities and suppliers in the
control phase of the program by mid-1999.

     The scope of the Company's Year 2000 effort encompasses many applications
and computer programs; products and services; facilities and facilities-related
equipment; and suppliers and, customers. Business operations of the Company are
also dependent on the Year 2000 readiness of infrastructure suppliers in areas
such as utility, communications, transportation and other services. In this
environment, there will likely be instances of failure that could cause
disruptions in business processes or that could affect customers' ability to
repay amounts owed to the Company. The likelihood and effects of failures in
infrastructure systems and in the supply chain cannot be estimated. However,
with respect to operations under its direct control, management does not
expect, in view of its Year 2000 program efforts and the diversity of the
Company's businesses, suppliers and customers, that occurrences of Year 2000
failures will have a material adverse effect on the financial position, results
of operations or liquidity of the Company.


                                       6
<PAGE>

     Total Year 2000 remediation expenditures are expected to be approximately
$45 million, of which two-thirds is expected to be spent by the end of 1998.
Most of these cost are not likely to be incremental cost, but rather will
represent the redeployment of existing resources.

     The activities involved in the Year 2000 effort necessarily involve
estimates and projections of activities and resources that will be required in
the future. These estimates and projections could change as work progresses.


                                       7


<PAGE>

                         PART II -- OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

   A. EXHIBITS.

      Exhibit 12.  Computation of ratio of earnings to fixed charges.

      Exhibit 27.  Financial Data Schedule (filed electronically only).


   B. REPORTS ON FORM 8-K.

      None.


                                       8
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                     GE FINANCIAL ASSURANCE HOLDINGS, INC.
                                 (Registrant)


Date: November 9, 1998                  By: /s/  THOMAS W. CASEY
                                           ------------------------------------
                                                 THOMAS W. CASEY,
                                                 SENIOR VICE PRESIDENT AND CHIEF
                                                 FINANCIAL OFFICER
                                                 (PRINCIPAL FINANCIAL OFFICER)


Date: November 9, 1998                  By: /s/   STEPHEN N. DEVOS
                                          -------------------------------------
                                                  STEPHEN N. DEVOS,
                                                  VICE PRESIDENT AND CONTROLLER
                                                  (PRINCIPAL ACCOUNTING OFFICER)

                                       9
<PAGE>

            GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES

                               INDEX TO EXHIBITS



<TABLE>
<CAPTION>
 EXHIBIT NO.                                                            PAGE
-------------                                                          -----
<S>             <C>                                                    <C>
      12        Computation of Ratio of Earnings to Fixed Charges        7
 
      27        Financial Data Schedule (filed electronically only)
</TABLE>

                                       10