<PAGE>

                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 March 30, 2002
                                                 --------------

                                       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 0-23375
                         ------------------------------

                      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  May 13, 2002,  1,000 shares of  common stock with a par value of $1.00 were
outstanding. The  common stock of  GE Financial Assurance Holdings, Inc. is not
publicly traded.

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b)
OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE
FORMAT.
<PAGE>

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----


PART I - FINANCIAL INFORMATION.

Item 1.      Financial Statements...........................................  1

Item 2.      Management's Discussion and Analysis of Results of Operations
             and Financial Condition........................................  8

Exhibit 12.  Computation of Ratio of Earnings to Fixed Charges..............  9


PART II - OTHER INFORMATION.

Item 6.      Exhibits and Reports on Form 8-K............................... 10

Signatures.................................................................. 11
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

             GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES

       Condensed, Consolidated Statements of Current and Retained Earnings
                          (Dollar amounts in millions)
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                        -----------------------------
                                                                          March 30,        March 31,
                                                                            2002              2001
                                                                        -----------       -----------
<S> <C>
Revenues:
  Premiums                                                              $     1,556       $     1,540
  Net investment income                                                       1,061             1,024
  Policy fees and other income                                                  208               224
  Net realized investment gains                                                 154               145
  Surrender fee income                                                           47               106
                                                                        -----------       -----------
           Total revenues                                                     3,026             3,039
                                                                        -----------       -----------

Benefits and expenses:
  Benefits and other changes in policy reserves                               1,378             1,376
  General expenses                                                              749               782
  Interest credited                                                             421               406
  Amortization of intangibles                                                    62                85
  Change in deferred acquisition costs, net                                    (180)             (187)
  Interest expense                                                               30                43
                                                                        -----------       -----------
   Total benefits and expenses                                                2,460             2,505
                                                                        -----------       -----------

Earnings before income taxes, minority interest and cumulative
 effect of accounting changes                                                   566               534
Provision for income taxes                                                      190               182
                                                                        -----------       -----------
Earnings before minority interest and cumulative effect of
 accounting changes                                                             376               352
Minority interest                                                                 2                 1
                                                                        -----------       -----------
Earnings before cumulative effect of accounting changes                         374               351
Cumulative effect of accounting changes, net of tax                            (380)              (15)
                                                                        -----------       -----------
Net (loss) earnings                                                              (6)              336
Retained earnings at beginning of period                                      6,295             5,020
                                                                        -----------       -----------
Retained earnings at end of period                                      $     6,289       $     5,356
                                                                        ===========       ===========
</TABLE>


See Notes to Condensed, Consolidated Financial Statements.


                                       1
<PAGE>

             GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES

            Condensed, Consolidated Statements of Financial Position
                          (Dollar amounts in millions)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               March 30,       December 31,
                                                                 2002             2001
                                                              -----------     ------------
<S> <C>
Assets
Investments:
 Fixed maturities available-for-sale, at fair value               $62,803          $60,968
 Equity securities available-for-sale, at fair value                1,145            1,078
 Mortgage and other loans, net of valuation allowance               6,181            6,055
 Policy loans                                                       1,159            1,151
 Other invested assets                                              1,180            1,345
 Short-term investments                                               503              389
                                                              -----------     ------------
 Total investments                                                 72,971           70,986

Cash and cash equivalents                                           2,420            1,741
Accrued investment income                                           1,383            1,384
Deferred acquisition costs                                          4,483            4,265
Goodwill                                                            1,995            2,421
Intangible assets                                                   2,033            2,263
Reinsurance recoverable                                             2,037            1,950
Other assets                                                        2,155            2,756
Separate account assets                                             9,236            9,172
                                                               -----------     -----------
     Total assets                                                 $98,713          $96,938
                                                               ===========     ===========

Liabilities and Shareholder's Interest
Liabilities:
Future annuity and contract benefits                              $63,474          $62,247
Liability for policy and contract claims                            2,884            2,887
Other policyholder liabilities                                      1,147            1,144
Other liabilities                                                   6,009            5,539
Short-term borrowings                                               1,985            1,798
Long-term debt                                                      1,139            1,143
Separate account liabilities                                        9,236            9,172
                                                               -----------     -----------
     Total liabilities                                             85,874           83,930
                                                               -----------     -----------
Minority interest in and equity of consolidated
 subsidiaries                                                         257              253

Shareholder's interest:
 Net unrealized investment losses                                    (617)            (297)
 Derivatives qualifying as hedges                                      41             (168)
 Foreign currency translation adjustments                             (84)             (28)
                                                              -----------     ------------
 Accumulated non-owner changes in equity                             (660)            (493)
 Common stock                                                           -                -
 Additional paid-in capital                                         6,953            6,953
 Retained earnings                                                  6,289            6,295
                                                              -----------     ------------
     Total shareholder's interest                                  12,582           12,755
                                                              -----------     ------------
     Total liabilities and shareholder's interest                 $98,713          $96,938
                                                              ===========     ============
</TABLE>


See Notes to Condensed, Consolidated Financial Statements.

                                       2
<PAGE>

             GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES

                Condensed, Consolidated Statements of Cash Flows
                          (Dollar amounts in millions)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        Three Months Ended
                                                                      ----------------------
                                                                      March 30,   March 31,
                                                                        2002         2001
                                                                      ---------   ----------
<S> <C>
Cash Flows From Operating Activities
Net (loss) earnings                                                    $     (6)    $    336
 Adjustments to reconcile net (loss) earnings to net cash provided by
  operating activities:
   Change in reserves                                                     1,767          609
   Cumulative effect of accounting changes, net of tax                      380           15
   Other, net                                                               944         (348)
                                                                       --------     --------
     Net cash provided by operating activities                            3,085          612
                                                                       --------     --------



Cash Flows From Investing Activities
 Short-term investment activity, net                                       (113)         (58)
 Proceeds from sales, securitizations and maturities of investment
  securities and other invested assets                                    6,112        6,130
 Principal collected on and securitizations of mortgage and policy
  loans                                                                     230          265
 Purchases of investment securities and other invested assets            (7,899)      (6,947)
 Mortgage and policy loan originations                                     (325)        (269)
                                                                       --------     --------
     Net cash used in investing activities                               (1,995)        (879)
                                                                       --------     --------
Cash Flows From Financing Activities
 Proceeds from issuance of investment contracts                           2,312        1,672
 Redemption and benefit payments on investment contracts                 (2,874)      (1,475)
 Net commercial paper borrowings                                              8          (20)
 Proceeds from other short-term borrowings                                  678          399
 Payments on other short-term borrowings                                   (499)        (542)
                                                                       --------     --------
     Net cash (used in) provided by financing activities                   (375)          34
                                                                       --------     --------
Effect of Exchange Rate Changes on Cash                                     (36)         339
                                                                       --------     --------

Increase in Cash and Equivalents                                            679          106
Cash and Equivalents at Beginning of Period                               1,741        1,163
                                                                       --------     --------
Cash and Equivalents at End of Period                                  $  2,420     $  1,269
                                                                       ========     ========
</TABLE>

See Notes to Condensed, Consolidated Financial Statements.


                                       3
<PAGE>

             GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES
              Notes to Condensed, Consolidated Financial Statements
                          (Dollar amounts in millions)
                                   (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.

    On June 1, 2001, the Company acquired through a capital contribution made by
    its sole shareholder,  General Electric Capital  Corporation ("GE Capital"),
    all of the outstanding voting securities of the following mortgage insurance
    companies: General Electric Mortgage Insurance Corporation, General Electric
    Mortgage  Insurance  Corporation  of  North  Carolina,  Private  Residential
    Mortgage   Insurance   Corporation,   GE  Residential   Mortgage   Insurance
    Corporation of North Carolina, GE Mortgage Reinsurance  Corporation of North
    Carolina,  Sponsored Captive Re, Inc., and Verex Assurance,  Inc. (together,
    the "Mortgage  Insurers").  GE  Residential  Mortgage  Corporation  of North
    Carolina's wholly owned  subsidiary,  General Electric Home Equity Insurance
    Corporation  of North  Carolina,  as an asset of its parent,  was indirectly
    contributed.

    The  contribution  was made following the dissolution of GE Capital Mortgage
    Corporation  ("GECMC"),  the Mortgage Insurers former parent company.  GECMC
    was dissolved on June 1, 2001 in a tax-free liquidation under Section 332 of
    the  Internal   Revenue  Code.  In  accordance  with  GECMC's   Articles  of
    Dissolution,  the Mortgage Insurers, along with other former subsidiaries of
    GECMC, were distributed to GE Capital, GECMC's sole shareholder. Immediately
    following receipt of the distribution,  GE Capital  contributed the Mortgage
    Insurers to the Company. The Company, in turn,  contributed the shares to GE
    Mortgage Holdings, LLC, a North Carolina limited liability company, of which
    the Company is the sole  member.  The  transaction  was  accounted  for in a
    manner  similar  to  a  pooling-of-interests.  The  condensed,  consolidated
    financial  statements  for the three months ended March 31, 2001,  have been
    restated to give retroactive  effect to the  contribution.  This transaction
    resulted  in  the  creation  of  a  separate  operating  segment,   Mortgage
    Insurance.

2.  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  have been  reclassified  to
    conform to the current year presentation.

    The condensed,  consolidated  quarterly financial  statements are unaudited.
    These  statements  include all adjustments  (consisting of normal  recurring
    accruals)  considered necessary by management to present a fair statement of
    the 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.  The  condensed,  consolidated  financial  statements  included
    herein should be read in conjunction with the audited consolidated financial
    statements  and related notes  contained in the  Company's  annual report on
    Form 10-K for the fiscal year ended December 31, 2001.

3.  A  summary  of changes in shareholder's interest that do not result directly
    from transactions with the shareholder follows:

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                   -----------------------
                                                                   March 30,     March 31,
                                                                     2002          2001
                                                                   ---------     ---------
<S> <C>
Net (loss) earnings                                                  $    (6)      $   336
 Unrealized (losses) gains on investment securities - net               (320)          759
 Foreign currency translation adjustments                                (56)          (68)
 Derivatives qualifying as hedges                                        209            70
 Cumulative effect on shareholder's interest of adopting SFAS 133        ---          (351)
                                                                   ---------     ---------
 Total                                                               $  (173)      $   746
                                                                   =========     =========
</TABLE>


                                       4
<PAGE>

4.  Effective  January,  1, 2002, the  Company  redefined its business segments.
    As a result, the Company now reports four  operating  segments:  (1)  Wealth
    Accumulation  and  Transfer,  comprised of products 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, (2)
    Lifestyle  Protection  and  Enhancement,  comprised  of products intended to
    protect accumulated wealth and income from the financial drain of unforeseen
    events  and  provide  income  protection  packages,  (3) Mortgage Insurance,
    comprised of products intended  to protect  mortgage  lenders against losses
    caused by mortgage  defaults, a nd (4) Auto and Home Insurance, comprised of
    products  intended  to protect  against damage  to property or injury to the
    insured or third parties.

    March 31, 2001 amounts  have  been reclassified to  conform to the March 30,
    2002 presentation, and reflect the elimination of goodwill  amortization  as
    discussed in Note 5.

    The following is a summary of operating segment activity:

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                   -----------------------
                                                                   March 30,     March 31,
    (In millions)                                                    2002          2001
                                                                   -----------------------
<S> <C>
    Revenues
    Wealth Accumulation and Transfer...............................  $1,838         $1,849
    Lifestyle Protection and Enhancement...........................     820            791
    Mortgage Insurance.............................................     214            231
    Auto and Home Insurance........................................     154            168
                                                                   --------      ---------
        Total revenues.............................................  $3,026         $3,039
                                                                   ========      =========

    Earnings before income taxes, minority interest
    and cumulative effect of accounting changes
    Wealth Accumulation and Transfer...............................  $  310         $  304
    Lifestyle Protection and Enhancement...........................      87             68
    Mortgage Insurance.............................................     152            176
    Auto and Home Insurance........................................      17             14
                                                                   --------      ---------
        Total earnings before income taxes, minority interest and
         cumulative effect of accounting changes                     $  566         $  562
                                                                   ========      =========
</TABLE>

    The following is a summary of assets by operating segment:

<TABLE>
<CAPTION>

                                                                   March 30,     December 31,
    (In millions)                                                    2002           2001
                                                                   --------------------------
<S> <C>
    Assets
    Wealth Accumulation and Transfer............................... $81,432        $79,672
    Lifestyle Protection and Enhancement...........................  10,536         10,305
    Mortgage Insurance.............................................   4,984          4,777
    Auto and Home Insurance........................................   1,761          2,184
                                                                   --------        -------
        Total assets............................................... $98,713        $96,938
                                                                   ========        =======
</TABLE>
5.  The  Financial  Accounting  Standards Board's (FASB) Statement of Financial
    Accounting  Standards  (SFAS) 142, "Goodwill and Other Intangible  Assets",
    generally  became  effective on January 1, 2002.  Under SFAS 142,  goodwill
    is  no  longer  amortized  but is tested for impairment  using a fair value
    methodology.

                                       5
<PAGE>

  The   Company   ceased   amortizing   goodwill   effective  January  1,  2002.
  Simultaneously,  to  maintain  a  consistent  basis  for  its  measurement  of
  performance,   management revised  previously reported  segment information to
  correspond to the earnings measurements by which businesses will be evaluated.
  Goodwill amortization expense for the three months  ended  March 31, 2001, was
  $28 million ($21 million after tax).  The effect on earnings of excluding such
  goodwill amortization expense from the first three months of 2001 follows:

<TABLE>
<CAPTION>
                                                                                  Three months ended
                                                                         ---------------------------------------
                                                                         March 30, 2002         March 31, 2001
                                                                         ----------------     ------------------
<S> <C>
  (In millions)

  Earnings before cumulative effect of accounting changes                   $ 374                    $ 351
                                                                        ------------------    ------------------
  Earnings before cumulative effect of accounting changes
       excluding 2001 goodwill amortization                                 $ 374                    $ 372
                                                                        ------------------    ------------------
  Net (loss) earnings                                                       $  (6)                   $ 336
                                                                        -----------------     ------------------
  Net (loss) earnings, excluding 2001 goodwill amortization                 $  (6)                   $ 357
                                                                        ----------------      ------------------
</TABLE>

  Under SFAS 142,  the Company was  required to test all  existing  goodwill for
  impairment  as of January 1, 2002,  on a "reporting  unit" basis.  A reporting
  unit is an  operating  segment  unless,  at  businesses  one level  below that
  operating segment (the "component" level),  discrete financial  information is
  prepared and regularly reviewed by management, in which case such component is
  the  reporting  unit.  SFAS  142  requires  that  two or more  component-level
  reporting  units with  similar  economic  characteristics  be combined  into a
  single reporting unit.

  A  fair value approach is used to test goodwill for impairment. An  impairment
  charge  is  recognized for the amount, if any, by which the carrying amount of
  goodwill  exceeds its  implied  fair value. Fair values of reporting units and
  the related implied fair values  of their respective goodwill were established
  using  discounted  cash flows.  When available and as appropriate, comparative
  market  multiples were used to  corroborate  results  of  the  discounted cash
  flows.

  The  result  of  testing  goodwill of the Company for impairment in accordance
  with SFAS 142,  as of January 1, 2002,   was a non-cash charge of $539 million
  ($380 million after tax), which is reported in the caption  "Cumulative effect
  of accounting changes, net of tax". All of the charges relate to the Auto  and
  Home  Insurance  segment.  The  primary  factor  resulting  in  the impairment
  charge was increased price competition in  the  auto  insurance  industry.  No
  impairment  charge  was   appropriate  under  the  FASB's  previous   goodwill
  impairment standard, which was based on undiscounted cash flows.

<TABLE>
<CAPTION>
  Intangibles Subject to Amortization
  (in millions)                                         At March 30, 2002                       At December 31, 2001
                                                  ---------------------------------    ------------------------------------
                                                         Gross         Accumulated           Gross            Accumulated
                                                    Carrying Amount    Amortization     Carrying Amount       Amortization
                                                  -------------------  ------------   -------------------   ---------------
<S>     <C>
  Present Value of Future Profits ("PVFP")               $5,087          $(3,192)            $5,148            $(3,137)
  All Other                                                 356             (218)               463               (211)
                                                         ------          -------            -------            -------
  Total                                                  $5,443          $(3,410)            $5,611            $(3,348)
                                                         ======          =======            =======            =======
</TABLE>

  Amortization expense related to intangible assets, excluding goodwill, for the
  first quarter of 2002 and 2001  was $62 million and $57 million, respectively.
  The estimated percentage of the December 31, 2001 net PVFP balance before  the
  effect  of unrealized  investment gains or losses,  to be amortized over  each
  of the next five years is as follows:


      2002 ....................................    13.5%
      2003 ....................................    10.8%
      2004 ....................................     9.0%
      2005 ....................................     7.6%
      2006 ....................................     6.3%

  Amortization   expense  for  PVFP  in  future  periods  will  be  affected  by
  acquisitions,  realized  capital  gains/losses or other factors  affecting the
  ultimate  amount of gross  profits  realized  from certain  lines of business.
  Similarly,  future  amortization  expense for other intangibles will depend on
  future acquisitions, dispositions and other business transactions.

  In  addition,  the  Company  had  capitalized  software  (net  of  accumulated
  amortization) of $143 million and $142 million at  March 30, 2002 and December
  31, 2001, respectively.   Amortization  expense  related  to  the  capitalized
  software was approximately  $8 million and  $6 million in the first quarter of
  2002 and 2001, respectively. Capitalized software is included in other assets.




                                       6
<PAGE>

      Goodwill
      --------
      (In millions)

<TABLE>
<CAPTION>


                                                       Wealth            Lifestyle
                                                  Accumulation and    Protection and    Auto and Home     Mortgage
                                                      Transfer          Enhancement       Insurance      Insurance       Total
<S> <C>
      Balance, December 31, 2001                        $1,169              $690          $ 539            $23           $2,421
      Acquisitions                                          21                20            ---            ---               41
      Transition Impairment (pre-tax)                      ---               ---           (539)           ---             (539)
      All other                                             (6)               78            ---            ---               72
                                                -------------------------------------------------------------------------------
      Balance, March  30, 2002                          $1,184              $788          $ ---            $23           $1,995
                                                -------------------------------------------------------------------------------
</TABLE>


    Other adjustments include the  reclassification of certain intangible assets
    into goodwill with the adoption of SFAS 142.

6.  At January 1, 2001, the Company adopted SFAS 133, "Accounting for Derivative
    Instruments  and  Hedging  Activities",  as  amended.   Under  SFAS 133, all
    derivative  instruments  are recognized in  the  balance sheet at their fair
    values.  The cumulative  effect  of  adopting  this  standard was a one-time
    reduction  of  net earnings in the first quarter of 2001 of  $15 million.

7.  On April 1,  2002,  GE Edison Life  Insurance Company  acquired Saison  Life
    Insurance  Company Limited  from Credit  Saison Co., Ltd, Saison Group, Ltd.
    and  its other  shareholders for  12.8 billion  yen,  or approximately  $100
    million.



                                       7
<PAGE>


Item 2.  Management's  Discussion  and  Analysis  of  Results  of Operations and
Financial Condition.

Overview

The financial  information  for the three months ended March 31, 2001  contained
herein have been restated to reflect the  contribution of the Mortgage  Insurers
to the Company  which was  accounted  for in a manner  similar to a  pooling-of-
interests.

Earnings  before  income  taxes,  minority  interest  and  cumulative  effect of
accounting  changes for the first three months of 2002 was $566  million,  a $32
million,  or 6.0%,  increase over the first three months of 2001.  This increase
primarily  resulted from the  discontinuation  of goodwill  amortization in 2002
resulting for the adoption of SFAS 142.

The total net loss of $6 million  includes a $380 million  charge related to the
adoption of SFAS 142.

Operating Results

Total  revenues  decreased  $13  million to $3,026  million  for the first three
months of 2002, compared with $3,039 million for the first three months of 2001.
The  decrease  primarily  resulted  from lower  surrender  fee  income  from the
continued decline in the number of surrenders related to the Toho Transfer and a
decline in weighted average investment yields  (5.72%  in 2002 compared to 6.13%
in 2001).   This decrease was partially offset by increases in investment income
earned on  higher levels of average invested assets and gross realized gains and
(losses)  [$290 million and  ($136 million)  at March 30, 2002  compared to $231
million and ($86 million) at March 31, 2001].  Gross realized gains at March 30,
2002  include  $29 million  from securitizations of certain financial assets and
$24 million from a gain on sale of certain real estate held for investment.

Total  expenses  decreased  $45 million to  $2,460 million  for the  first three
months of 2002, compared with $2,505 million for the first three months of 2001.
Excluding the effect of prior year goodwill amortization of  $28 million,  total
benefits and expenses decreased by $17 million.

Financial Condition

Total assets  increased  $1.8 billion,  or 1.8%, at March 30, 2002 from December
31, 2001. Total  investments  increased $2.0 billion,  or 2.8% to $73.0 billion.
The  increase in total  investments  is  primarily  related to net  purchases of
securities funded by operating cash flows and net investment  income,  partially
offset by mortgage and policy loan  repayments  and  securitizations  of certain
financial assets,  the proceeds of  which were not  fully invested as of quarter
end. Assets other than investments decreased  $0.2 billion primarily as a result
of goodwill impairment of $0.5 billion related to the implementation of SFAS 142
on January 1, 2002,  as  discussed in  Note 5  of  the  Condensed,  Consolidated
Financial Statements.

Total  liabilities  increased  $1.9  billion,  or 2.3% at March  30,  2002  from
December 31, 2001. Future annuity and contract benefits increased  approximately
$1.2 billion or 2.0% at March 30, 2002 from  December 31,  2001.  This  increase
resulted  primarily  from  continued  growth  of the  Company's  investment-type
contracts.  In addition, all other liabilities increased $0.7 billion related to
an increase in other liabilities and other short-term borrowings.

Forward Looking Statements

This  document  may  include  certain  "forward-looking  statements"  within the
meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.  These
statements are based on  management's  current  expectations  and are subject to
uncertainty and changes in  circumstances.  Actual results may differ materially
from these expectations due to changes in global economic, business, competitive
market and regulatory factors.


                                       8
<PAGE>



                                                                      EXHIBIT 12

             GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES

                Computation of Ratio of Earnings to Fixed Charges

                        Three Months Ended March 30, 2002
                          (Dollar amounts in millions)

                                   (Unaudited)




                                                               Ratio of Earnings
                                                               to Fixed Charges
                                                               -----------------
Net loss                                                                $  (6)
Provision for income taxes                                                190
Minority Interest                                                           2
Cumulative effect of accounting changes                                   380
                                                               -----------------
Earnings before income taxes, minority interest and cumulative
 effect of accounting changes                                             566
                                                               -----------------
Fixed charges:
 Interest                                                                  30
 Interest portion of net rentals                                            7
                                                               -----------------
Total fixed charges                                                        37
                                                               -----------------
Less interest capitalized, net of amortization                              2
                                                               -----------------

Earnings before income taxes, minority interest and cumulative
 effect of accounting changes, plus fixed charges                       $ 601
                                                               =================
Ratio of earnings to fixed charges                                       16.2
                                                               =================


For purposes of computing the ratios,  fixed charges  consist of interest on all
indebtedness and one-third of rentals, which management believes is a reasonable
approximation of the interest factor of such rentals.



                                       9

<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.

     b. Reports on Form 8-K.

        None.














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<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:  May 13, 2002          By:           /s/ Thomas W. Casey
                               -------------------------------------------------
                                         Thomas W. Casey,
                               Senior Vice President and Chief Financial Officer
                                    (Principal Financial Officer)


Date:  May 13, 2002          By:           /s/ Richard G. Fucci
                               -------------------------------------------------
                                           Richard G. Fucci,
                                       Vice President and Controller





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