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 25, 1999
                                               ------------------
                                       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 November 8, 1999, 1,000 shares of common stock with a par value of $1.00 were
outstanding.

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


<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 ..............................    7

Exhibit 12.   Computation of Ratio of Earnings to Fixed Charges ..........................................   10


PART II - OTHER INFORMATION.

Item 6.       Exhibits and Reports on Form 8-K ...........................................................   11

Signatures ...............................................................................................   12

Index to Exhibits ........................................................................................   13

</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>

                                                                 Three Months Ended                 Nine Months Ended
                                                               --------------------------- -------------------------------
(In millions)                                                    September    September        September       September
                                                                    25,           26,              25,             26,
                                                                   1999          1998             1999            1998
                                                               -----------    -----------      -----------     -----------
<S>                                                            <C>            <C>              <C>             <C>
Revenues:
     Net investment income                                  $       787    $       710      $     2,310     $     2,166
     Net realized investment gains                                   21             44               78              72
     Premiums                                                       896            806            2,577           2,317
     Policy fees and other income                                   203            119              443             347
                                                               -----------    -----------      -----------     -----------

           Total revenues                                         1,907          1,679            5,408           4,902
                                                               -----------    -----------      -----------     -----------

Benefits and expenses:
     Interest credited                                              328            319              959             951
     Benefits and other changes in policy reserves                  903            815            2,562           2,363
     Commissions                                                    241            125              587             372
     General expenses                                               351            234              903             691
     Amortization of intangibles, net                                94             76              235             218
     Change in deferred acquisition costs, net                     (236)          (122)            (542)           (323)
     Interest expense                                                24             28               70              68
                                                               -----------    -----------      -----------     -----------

       Total benefits and expenses                                1,705          1,475            4,774           4,340
                                                               -----------    -----------      -----------     -----------

Earnings before income taxes, minority interest and
     cumulative effect of accounting change                         202            204              634             562

Provision for income taxes                                           20             76              181             209
                                                               -----------    -----------      -----------     -----------
Earnings before minority interest and cumulative effect
     of accounting change                                           182            128              453             353

Minority interest                                                     2             --                4              --
                                                               -----------    -----------      -----------     -----------
Earnings before cumulative effect of accounting change
                                                                    180            128              449             353

Cumulative effect of accounting change, net of tax                   --             --               25              --
                                                               -----------    -----------      -----------     -----------

Net earnings                                                        180            128              474             353

Retained earnings at beginning of period                          1,528          1,087            1,234             862
                                                               -----------    -----------
                                                                                               -----------     -----------

Retained earnings at end of period                          $     1,708    $     1,215      $     1,708     $     1,215
                                                               -----------    -----------      -----------     -----------
                                                               -----------    -----------      -----------     -----------
</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 25,          December 31,
 (In millions)                                                                    1999                  1998
                                                                          --------------------   --------------------

<S>                                                                       <C>                    <C>
Assets                                                                        (Unaudited)
  Investments:
   Fixed maturities available-for-sale, at fair value                            $  37,598               $ 36,898
   Mortgage loans, net of valuation allowance                                        3,350                  2,960
   Other invested assets                                                             2,234                  2,265
   Short-term investments                                                              287                    164
                                                                          --------------------   --------------------

    Total investments                                                               43,469                 42,287

  Cash                                                                                 136                    214
  Deferred acquisition costs                                                         1,947                  1,318
  Intangible assets                                                                  4,292                  3,243
  Other assets                                                                       5,235                  4,096
  Separate account assets                                                            7,334                  5,569
                                                                          --------------------   --------------------

         Total assets                                                             $ 62,413               $ 56,727
                                                                          ====================   ====================


Liabilities and Shareholder's Interest
Liabilities:
  Future annuity and contract benefits and other policyholder liabilities         $ 42,310              $  39,505
  Accounts payable, accrued expenses and other liabilities                           2,807                  2,047
  Short-term borrowings                                                              1,170                  1,330
  Separate account liabilities                                                       7,334                  5,569
  Long-term debt                                                                       703                    698
                                                                          --------------------   --------------------

         Total liabilities                                                          54,324                 49,149
                                                                          --------------------   --------------------

Minority interest                                                                      452                    123

Shareholder's interest:
 Net unrealized investment gains (losses)                                             (562)                   713
 Foreign currency translation adjustments                                              171                     73
                                                                          --------------------   --------------------
 Accumulated non-owner changes in equity                                              (391)                   786
 Common stock                                                                          ---                    ---
 Additional paid-in capital                                                          6,320                  5,435
 Retained earnings                                                                   1,708                  1,234
                                                                          --------------------   --------------------

         Total shareholder's interest                                                7,637                  7,455
                                                                          --------------------   --------------------

         Total liabilities and shareholder's interest                             $ 62,413               $ 56,727
                                                                          ====================   ====================

</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 25,           September 26,
 (In millions)                                                                   1999                   1998
                                                                          --------------------   --------------------

<S>                                                                       <C>                    <C>

Cash Flows From Operating Activities
 Net earnings                                                                      $   474                $   353
 Adjustments to reconcile net earnings to net cash provided from
    operating activities:
      Increase in future policy benefits                                               666                  1,811
      Cumulative effect of accounting change, net of tax                               (25)                   ---
      Other - net                                                                     (494)                   (24)
                                                                          --------------------   --------------------

         Net cash provided from operating activities                                   621                  2,140
                                                                          --------------------   --------------------


Cash Flows From Investing Activities
   Proceeds from sale and maturity of investment securities and other
      invested assets                                                                5,875                  4,871
   Principal collected on mortgage and policy loans                                    342                    374
   Purchases of investment securities and other invested assets                     (8,024)                (6,338)
   Mortgage and policy loan originations                                              (818)                  (602)
   Purchase of GE Edison Life Insurance Company, net of cash acquired                  ---                   (566)
                                                                          --------------------   --------------------

         Net cash used for investing activities                                     (2,625)                (2,261)
                                                                          --------------------   --------------------


Cash Flows From Financing Activities
   Proceeds from issuance of investment contracts                                    5,293                  2,567
   Redemption and benefit payments on investment contracts                          (3,228)                (3,509)
   Changes in net commercial paper borrowings (maturities of 90 days or
      less)                                                                             (9)                   567
    Proceeds from minority interest holder                                             ---                    556
   Cash received upon acquisition of The Signature Group                               129                    ---
   Proceeds from other borrowings                                                    1,243                  2,876
   Payments on other borrowings                                                     (1,393)                (2,954)
                                                                          --------------------   --------------------

         Net cash provided by financing activities                                   2,035                    103
                                                                          --------------------   --------------------


 Effect of Exchange Rate Changes on Cash                                                14                    (23)

 Decrease in Cash and Equivalents                                                       45                    (41)
 Cash and Equivalents at Beginning of Period                                           378                    330
                                                                          --------------------   --------------------

 Cash and Equivalents at End of Period                                           $     423                $   289

                                                                          ====================   ====================

</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 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.

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
                                                                         --------------------------------------------
       (In millions)                                                     September 25, 1999      September 26, 1998
                                                                         ---------------------  ---------------------
       <S>                                                               <C>                    <C>


       Net earnings                                                               $   180                  $ 128
       Unrealized gains (losses) on investment securities - net                       (35)                   201
       Foreign currency translation adjustments                                       113                     47
                                                                         ---------------------  ---------------------

       Total                                                                         $258                  $ 376
                                                                         =====================  =====================

                                                                                     Nine Months Ended
                                                                          -------------------------------------------

       (In millions)                                                     September 25, 1999      September 26, 1998
                                                                         ---------------------  ---------------------


       Net earnings                                                              $    474                  $ 353
       Unrealized gains (losses) on investment securities - net                    (1,275)                   366
       Foreign currency translation adjustments                                        98                    (15)
                                                                         ---------------------  ---------------------

       Total                                                                        $(703)                 $ 704
                                                                         =====================  =====================
</TABLE>

4.    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 a means for  replacing  the income of the  insured in the event of
      premature  death,  and (2) Wealth and Lifestyle  Protection,  comprised of
      products  intended  to protect  accumulated  wealth  and  income  from the
      financial drain of unforeseen events.


                                       4

<PAGE>



      The following is a summary of operating segment activity for the three and
      nine month periods ended September 25, 1999 and September 26, 1998:

<TABLE>
<CAPTION>

                                                                                       Three Months Ended
                                                                            ------------------------------------------

       (In millions)                                                      September 25, 1999     September 26, 1998
                                                                          --------------------   --------------------
       <S>                                                                <C>                    <C>

       Revenues
       Wealth Accumulation & Transfer ............................                  $1,215                $ 1,158
       Wealth & Lifestyle Protection .............................                     692                    521
                                                                          --------------------   --------------------

             Total revenues ......................................                 $ 1,907                $ 1,679
                                                                          ====================   ====================

       Earnings before income taxes, minority interest and cumulative
           effect of accounting change
       Wealth Accumulation & Transfer ............................                   $ 166                  $ 157
       Wealth & Lifestyle Protection .............................                      36                     47
                                                                          --------------------   --------------------

             Total earnings before income taxes,  minority interest
                  and cumulative effect of accounting change .....                   $ 202                  $ 204
                                                                          ====================   ====================

                                                                                        Nine Months Ended
                                                                            ------------------------------------------

       (In millions)                                                      September 25, 1999     September 26, 1998
                                                                          --------------------   --------------------


       Revenues
       Wealth Accumulation & Transfer ............................                 $ 3,646                $ 3,376
       Wealth & Lifestyle Protection .............................                   1,762                  1,526
                                                                          --------------------   --------------------

             Total revenues ......................................                 $ 5,408                $ 4,902
                                                                          ====================   ====================

       Earnings before income taxes, minority interest and cumulative
           effect of accounting change
       Wealth Accumulation & Transfer ............................                   $ 527                  $ 455
       Wealth & Lifestyle Protection .............................                     107                    107
                                                                          --------------------   --------------------

             Total earnings before income taxes,  minority interest
                  and cumulative effect of accounting change .....                   $ 634                   $562
                                                                          ====================   ====================
</TABLE>

5.    In 1997, the American  Institute of Certified Public  Accountants issued
      Statement  of  Position   ("SOP")  97-3,   Accounting  by  Insurance  and
      Other Enterprises for  Insurance-Related  Assessments.  This SOP provided
      guidance on accounting  by insurance and other  enterprises  for
      guaranty-fund  and certain other insurance-related  assessments.  The SOP
      requires enterprises to recognize (1) a liability  for  assessments  when
      (a) an  assessment  has been asserted or information available prior to
      issuance of the financial statements indicates it is probable that an
      assessment will be asserted, (b) the underlying cause of the asserted  or
      probable  assessment  has  occurred  on or before  the date of the
      financial statements, and (c) the amount of the loss can be reasonably
      estimated and (2) an  asset  for an  amount  when it is  probable  that a
      paid or  accrued assessment will result in an amount that is recoverable
      from premium tax offsets or policy surcharges from in-force policies.

      Effective  January 1, 1999,  the Company adopted SOP 97-3 and has reported
      the  effect of  this  adoption  as a  cumulative  effect  of a  change  in
      accounting principle amounting to $25 million (net of tax of $14 million).

                                       5

<PAGE>


6.   In June 1998, The Financial  Accounting  Standards  Board  ("FASB")  issued
     Statement  of  Financial  Accounting  Standards  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 equity  pending
     recognition  in  earnings.  In June 1999,  the FASB  delayed  the  required
     effective  date of the new  standard  to  January  1,  2001.  The impact of
     adoption  will be  determined  by several  factors,  including the specific
     hedging  instruments in place and their  relationships  to hedged items, as
     well as market  conditions.  Management  had not  estimated  the effects of
     adoption,  as it believes  that such  determination  will not be meaningful
     until closer to the adoption date.

7.   On July 30, 1999,  Montgomery  Ward Holding Corp.  emerged from  bankruptcy
     under a plan of reorganization  that was approved on July 15, 1999. As part
     of the  reorganization,  the Company's  parent,  General  Electric  Capital
     Corporation ("GECC"), acquired The Signature Group ("Signature"), which was
     not in bankruptcy. GECC subsequently contributed Signature to the Company.








                                       6

<PAGE>



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

OVERVIEW

Net earnings before minority interest and cumulative effect of accounting change
for the first nine months of 1999 were $453 million,  a $100 million,  or 28.3%,
increase over the first nine months of 1998. This increase was driven largely by
increased  investment  income  and  premiums  earned  due to  growth in sales of
certain  existing  products,  partially  offset by increased  benefits and other
changes in policy  reserves  and general  expenses  in support of the  Company's
acquisition and core growth initiatives.

OPERATING RESULTS

NET INVESTMENT INCOME increased $144 million, or 6.6%, to $2,310 million for the
first nine months of 1999 from $2,166 million for the first nine months of 1998.
The increase was primarily  attributable  to higher  levels of average  invested
assets  ($42.6  billion in first nine months of 1999 vs. $39.1  billion in first
nine  months  of  1998)  resulting  from  growth  in core  invested  assets  and
investments  relating to the  Company's  GE Edison Life  Insurance  Company ("GE
Edison") operations  commencing in April 1998, partially offset by a decrease in
weighted  average yields to 7.4% for the first nine months of 1999 from 7.6% for
the first nine months of 1998.

NET REALIZED  INVESTMENT GAINS increased $6 million, or 8.3%, to $78 million for
the first nine  months of 1999 from $72  million  for the first  nine  months of
1998. This increase was primarily related to the Company's  asset/liability risk
management  policies and associated  ongoing review of its investment  portfolio
positions.

PREMIUMS increased $260 million,  or 11.2%, to $2,577 million for the first nine
months of 1999  from  $2,317  million  for the first  nine  months of 1998.  The
increase is a result of the  operations of GE Edison,  which  commenced in April
1998, the  acquisition of Professional  Insurance  Corporation and The Signature
Group in 1999 (the "1999  Acquisitions")  and growth in the  Company's  life and
accident and health businesses.

POLICY fees and other income increased $96 million, or 27.7%, to $443 million in
the first nine  months of 1999 from $347  million  in the first  nine  months of
1998.  Policy fees and other income is principally  comprised of surrender fees,
insurance  charges  made  against  universal  life  contracts,  club  membership
revenues,  transaction  fees assessed  against  policyholder  account values and
commission  income.  The increase in the first nine months of 1999 was primarily
due to club membership revenues generated after the acquisition of The Signature
Group in July 1999 and to an increase in transaction  fee income  resulting from
an increase in policyholder account values.

INTEREST  CREDITED  increased $8 million,  or 0.8%, to $959 million in the first
nine  months of 1999 from $951  million in the first nine  months of 1998.  This
increase  was  driven by the  increase  in  issuance  of  guaranteed  investment
contracts  and  single  premium  annuities  and  corresponding  increase  in the
applicable  underlying  reserves,  partially  offset by customer  redemption  of
certain single premium deferred annuity products and the corresponding reduction
in the applicable  underlying  reserves.  The Company monitors market conditions
closely  and  resets  interest-crediting  rates as  allowed  by 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 policies.  These amounts increased $199 million, or 8.4%, to $2,562
million in the first nine months of 1999 from  $2,363  million in the first nine
months of 1998.  This increase was a result of the operations of GE Edison,  the
1999  Acquisitions  and increased  benefit  payments and other changes in policy
reserves due to growth in the Company's life and accident and health businesses.

COMMISSION  EXPENSES  increased $215 million,  or 57.8%,  to $587 million in the
first nine  months of 1999 from $372  million  in the first nine  months of 1998
primarily due to higher production  levels on certain of the Company's  existing
products, GE Edison's operations and the 1999 Acquisitions.

GENERAL  EXPENSES  were $903  million  for the  first  nine  months of 1999,  an
increase of $212 million,  or 30.7%,  over the first nine months of 1998 expense
of $691 million.  The increase was primarily a result of expenses related to the
Company's  1999  Acquisitions,  GE Edison  operations and increases in sales and
advertising expenses in support of the Company's core growth initiatives.

                                       7

<PAGE>

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

AMORTIZATION OF INTANGIBLES, NET increased $17 million, or 7.8%, to $235 million
for the first nine months of 1999 from $218 million for the first nine months of
1998. The Company's  intangible assets primarily 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,
annuity and club membership contracts, and goodwill,  representing the excess of
purchase  price over the fair  value of  identified  net assets of the  acquired
entities. The increase in amortization of intangibles,  net was primarily due to
an increase in  amortization  of goodwill of $12 million,  resulting from the GE
Edison  and 1999  Acquisitions  and  increased  amortization  of PVFP and  other
intangibles of $5 million.

CHANGE IN DEFERRED  ACQUISITION COSTS, NET increased $219 million,  or 67.8%, to
$542  million for the first nine months of 1999 from $323  million for the first
nine months of 1998. The increase in change in deferred  acquisition  costs, net
was  related to an  increase  in deferral  of  acquisition  costs  arising  from
increased  product  sales  noted  above as well as the  operations  of GE Edison
(which commenced in April 1998) and the 1999  Acquisitions,  partially offset by
amortization of previously capitalized acquisition costs.

INTEREST  EXPENSE  increased $2 million,  or 2.9%,  to $70 million for the first
nine months of 1999 from $68  million  for the first nine  months of 1998.  This
increase was related to interest costs incurred on borrowings in connection with
the commencement of GE Edison operations in April 1998.

PROVISION  FOR INCOME TAXES  decreased  $28 million or 13.4% to $181 million for
the first nine  months of 1999 from $209  million  for the first nine  months of
1998.  The  Company's  effective  tax rate of 28.5% for the first nine months of
1999 was 8.7  percentage  points lower than the  effective tax rate of 37.2% for
the first nine months of 1998 due to the recognition in 1999 of certain deferred
tax assets in accordance with FAS 109.


FINANCIAL CONDITION

TOTAL ASSETS  increased  $5,686  million,  or 10.0%,  at September 25, 1999 from
December 31, 1998.  This  increase was mainly  driven by (1) assets  invested in
separate  accounts  increased  by $1,765  million,  or 31.7%,  primarily  due to
continued  sales of  variable  annuity  products  and  gains  in the  underlying
investment funds, (2) goodwill increased $662 million, or 36.7%,  primarily as a
result of  contingent  consideration  relating to the  agreement to purchase the
infrastructure  and  capitalization  of the GE Edison  operations  (see minority
interests below) and the 1999 Acquisitions,  (3) present value of future profits
and deferred  acquisition  costs  increased  $385  million,  or 26.9%,  and $629
million, or 47.7%, respectively, due to the 1999 Acquisitions and effects of the
current year change in net unrealized losses and deferral of acquisition  costs,
partially offset by net amortization for the year and (4) other assets increased
$1,139  million or 27.8%  primarily due to an increase in deferred taxes of $708
million due to the current year change in net unrealized losses on the Company's
investment portfolio and $300 million as a result of increased balances due from
brokers relating to investment transactions. These increases were in addition to
an increase in total  investments of $1,182  million,  or 2.8%, at September 25,
1999 from December 31, 1998.  This  increase was  primarily  driven by operating
cash  flows and the 1999  acquisitions,  partially  offset by the  change in net
unrealized  gains (losses) of $(2,159)  million within the Company's  investment
portfolio.

TOTAL LIABILITIES increased $5,175 million, or 10.5%, at September 25, 1999 from
December 31, 1998. Future annuity and contract  benefits and other  policyholder
liabilities  increased  $2,805  million,  or 7.1%,  at  September  25, 1999 from
December 31, 1998. This increase resulted  primarily from the growth in existing
insurance and investment  products and the 1999  Acquisitions.  Separate account
liabilities  increased  $1,765  million,  or 31.7%,  due to  continued  sales of
variable annuity products and gains in the underlying investment funds. Accounts
payable,  accrued  expenses and other  liabilities  increased  $760 million,  or
37.1%,  due  primarily  to the 1999  Acquisitions,  timing of net  payments  and
receipts  related to the  investment  portfolio  and normal  business  activity.
Borrowings  (including short-term and long-term debt) decreased $155 million, or
7.6%, primarily as a result of normal line of credit activity during the year.



                                       8

<PAGE>


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


MINORITY INTEREST increased $329 million,  or 267.5%, at September 25, 1999 from
December  31,  1998 as a result of the  issuance of  preferred  stock in one the
Company's  subsidiaries  as  contingent  consideration  in  accordance  with the
agreement to purchase the  infrastructure  and  capitalization  of the GE Edison
operations.

NET UNREALIZED  INVESTMENT GAINS (LOSSES)  decreased $1,275 million at September
25,  1999 from  December  31, 1998 as a result of a decline in the fair value of
the  Company's  available-for-sale  portfolio  due  to  a  general  increase  in
prevailing  interest  rates,  partially  offset  by  applicable  adjustments  to
deferred taxes,  present value of future profits and deferred  acquisition costs
as noted above.

ADDITIONAL   PAID-IN  CAPITAL   increased  $885  million  as  a  result  of  the
contribution of The Signature Group from the Company's parent,  General Electric
Capital Corporation.



YEAR 2000

As  discussed  in the  Company's  Annual  Report on Form 10-K for the year ended
December  31,  1998,  the  Company is applying a Six Sigma  quality  approach to
identify and mitigate Year 2000 issues in their  information  systems,  products
and services,  facilities and suppliers.  The Company has a Year 2000 leader who
oversees  a  multi-functional  project  team  responsible  for  remediation  and
contingency planning,  applying a Six Sigma quality approach 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. As of the end of
June 1999, virtually all significant information systems, products and services,
facilities and suppliers  were in the control phase.  The Company has developed,
tested and is prepared to implement  contingency plans to minimize disruption of
critical business processes. The specific actions identified in such contingency
plans  differ  depending  on  circumstances,   but  most  often  include  manual
work-arounds,  deployment of backup or secondary technologies,  rearranging work
schedules, and substitution of suppliers, as appropriate. While the Company does
not expect  significant  disruptions of critical  business  processes  caused by
internal Year 2000 issues, the likelihood of  externally-caused  disruptions and
the  ability  of  the  contingency  plans  to  minimize  such  externally-caused
disruptions is not determinable.  The total estimate of Year 2000  expenditures,
adjusted for increases related to acquired  companies,  is in line with previous
projections.  The activities  related to Year 2000 efforts  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.


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<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.











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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:  November 8, 1999             By:         /s/ Thomas W. Casey
                                        ----------------------------------------
                                                    Thomas W. Casey,
                               Senior Vice President and Chief Financial Officer
                                              (Principal Financial Officer)


Date:  November 8, 1999             By:         /s/ Richard G. Fucci
                                        ----------------------------------------
                                                    Richard G. Fucci,
                                             Vice President and Controller
                                            (Principal Accounting Officer)






                                       12

<PAGE>



             GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES

                                Index to Exhibits


      Exhibit No.                                                    Page
------------------------                                     -------------------




         12    Computation of ratio of earnings to fixed charges      10

         27    Financial Data Schedule (filed electronically only)


                                       13