UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-Q


(Mark  One)
|X|  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended        June 30, 2001
                                --------------------------------

OR

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

For the transaction period from                      to
                                ------------------      --------------------

Commission file number                 333-25269
                         --------------------------------

     FIRST    GREAT-WEST    LIFE   &   ANNUITY    INSURANCE    COMPANY
--------------------------------------------------------------------------------
      (Exact  name  of   registrant   as   specified  in  its  charter)
--------------------------------------------------------------------------------

           New York                                   93-1225432
----------------------------------     -----------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
 incorporation or organization)


                      125 Wolf Road, Albany, New York 12205
   ----------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 [518] 437-1816
   ----------------------------------------------------------------------------
              (Registrants 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
             -----------------           -----------------

As of June 30, 2001, 2,500 shares of the registrants common stock were
outstanding, all of which were owned by the registrants parent company.

NOTE:    This Form 10-Q is filed by the registrant only as a consequence of the
         sale by the registrant of a market value adjusted annuity product.





                                TABLE OF CONTENTS


Part I       FINANCIAL INFORMATION
                                                                       ---------
             Item 1   Financial Statements

                      Statements of Income

                      Balance Sheets

                      Statements of Cash Flows

                      Statements of Stockholders Equity

                      Notes to Financial Statements

             Item 2   Managements Discussion and Analysis of Financial
                      Condition and Results of Operations

Part II      OTHER INFORMATION

             Item 1   Legal Proceedings

             Item 6   Exhibits and Reports on Form 8-K

             Signature



PART I     FINANCIAL INFORMATION

ITEM 1     FINANCIAL STATEMENTS

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF INCOME
[Dollars in Thousands]
--------------------------------------------------------------------------------
[Unaudited]
<TABLE>
<CAPTION>
<S>                                                 <C>                <C>               <C>                 <C>

                                                    Three Months Ended                     Six Months Ended
                                                         June 30,                              June 30,
                                             ----------------------------------    ----------------------------------
                                                 2001                2000               2001               2000
                                             --------------     --------------- -- --------------- --- --------------
REVENUES:
  Premium and fee income                 $          5,990   $          4,715    $        12,376    $          9,850
  Net investment income                             2,915              2,572              5,773               4,864
  Realized gains (losses) on
    investments                                       (46)               199                446                 296
                                             --------------     ---------------    ---------------     --------------

                                                    8,859              7,486             18,595              15,010
                                             --------------     ---------------    ---------------     --------------

BENEFITS AND EXPENSES:
  Life and other policy benefits                    2,331              3,679              8,124               8,523
  Change in reserves                                 (336)               286               (704)               (670)
  Interest paid or credited to
    contractholders                                 1,966              2,206              3,998               3,400
  General and administrative
    expenses                                        1,172                575              2,967               1,629
                                             --------------     ---------------    ---------------     --------------

                                                    5,133              6,746             14,385              12,882
                                             --------------     ---------------    ---------------     --------------

INCOME BEFORE INCOME
  TAXES                                             3,726                740              4,210               2,128

PROVISION FOR INCOME
  TAXES:
  Current                                           1,526                650              1,716               1,117
  Deferred                                             15               (343)                30                (241)
                                             --------------     ---------------    ---------------     --------------

                                                    1,541                307              1,746                 876
                                             --------------     ---------------    ---------------     --------------

NET INCOME                               $          2,185   $            433    $         2,464    $          1,252
                                             ==============     ===============    ===============     ==============

</TABLE>


See notes to financial statements.



FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

BALANCE SHEETS
[Dollars in Thousands Except for Share Information]
--------------------------------------------------------------------------------
[unaudited]
<TABLE>
<CAPTION>
<S>                                                                 <C>                      <C>
                                                                             June 30,               December 31,
ASSETS                                                                         2001                     2000
                                                                        --------------------    ---------------------

INVESTMENTS:

  Fixed Maturities:
    Available-for-sale, at fair value
      (amortized cost $156,073 and $148,522)                        $            158,542     $           150,631
  Short-term investments, available-for-sale
    (cost approximates fair value)                                                 2,885                  15,907
                                                                        --------------------    ---------------------

    Total investments                                                            161,427                 166,538

  Cash                                                                             9,147                   8,462
  Reinsurance receivable                                                           2,433                   1,924
  Deferred policy acquisition costs                                                1,270                   1,717
  Investment income due and accrued                                                1,554                   1,325
  Uninsured claims receivable                                                      4,291                   2,069
  Due from parent corporation                                                     11,626                  10,207
  Other assets                                                                     4,080                   4,596
  Premiums in course of collection                                                   497                   2,502
  Deferred income taxes                                                            1,140                   1,107
  Separate account assets                                                         48,560                  47,359
                                                                        --------------------    ---------------------


TOTAL ASSETS                                                        $            246,025     $           247,806
                                                                        ====================    =====================

                                                                                                    (continued)



FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

BALANCE SHEETS
[Dollars in Thousands]
----------------------------------------------------------------------------------------------------------------------
[unaudited]

                                                                             June 30,               December 31,
LIABILITIES AND STOCKHOLDERS EQUITY                                            2001                     2000
                                                                        --------------------    ---------------------

POLICY BENEFIT LIABILITIES:

  Policy reserves                                                   $            148,734     $           137,657
  Policy and contract claims                                                       3,727                   3,851
  Policyholders funds                                                              2,940                   2,762

GENERAL LIABILITIES:

  Other liabilities                                                                3,641                  20,103
  Separate account liabilities                                                    48,560                  47,359
                                                                        --------------------    ---------------------

    Total liabilities                                                            207,602                 211,732
                                                                        --------------------    ---------------------

STOCKHOLDERS EQUITY:

  Common stock, $1,000 par value; 10,000 shares
    authorized; 2,500 shares issued and outstanding                                2,500                   2,500
  Additional paid-in capital                                                      28,600                  28,600
  Accumulated other comprehensive income                                             967                   1,082
  Retained earnings                                                                6,356                   3,892
                                                                        --------------------    ---------------------

    Total stockholders equity                                                     38,423                  36,074
                                                                        --------------------    ---------------------

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                           $            246,025     $           247,806
                                                                        ====================    =====================

See notes to financial statements.                                                                  (Concluded)


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
----------------------------------------------------------------------------------------------------------------------
[Unaudited]

                                                                                      Six Months Ended
                                                                                          June 30,
                                                                        ---------------------------------------------
                                                                               2001                     2000
                                                                        --------------------    ---------------------
OPERATING ACTIVITIES:

  Net income                                                        $              2,464     $             1,252
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Amortization of investments                                                     (659)                   (283)
    Realized gains on disposal of investments                                       (446)                   (296)
    Depreciation and amortization                                                    154
    Deferred income taxes                                                             30                    (242)
  Changes in assets and liabilities:
    Policy benefit liabilities                                                     3,931                     680
    Reinsurance receivable                                                          (509)                   (660)
    Accrued interest and other receivables                                         1,776                  (1,683)
    Other, net                                                                   (18,414)                 33,771
                                                                        --------------------    ---------------------

    Net cash (used in) provided by operating activities                          (11,673)                 32,539
                                                                        --------------------    ---------------------

INVESTING ACTIVITIES:

  Proceeds from maturities and redemptions
    of investments:
    Fixed maturities:
      Held-to-maturity                                                                                       547
      Available-for-sale                                                          34,711                  39,768
  Purchases if investments:
    Fixed maturities
      Held-to-maturity                                                                                   (14,144)
      Available-for-sale                                                         (28,134)                (60,353)
                                                                        --------------------    ---------------------

    Net cash provided by (used in) investing activities                            6,577                 (34,182)
                                                                        --------------------    ---------------------

FINANCING ACTIVITIES:
  Contract deposits, net of withdrawals                                            7,200                   1,429
  Due (from)/to Parent Corporation                                                (1,419)                  2,428
                                                                        --------------------    ---------------------

    Net cash provided by financing activities                                      5,781                   3,857

NET INCREASE IN CASH                                                                 685                   2,214

CASH, BEGINNING OF YEAR                                                            8,462                   5,443
                                                                        --------------------    ---------------------

CASH, END OF PERIOD                                                 $              9,147     $             7,657
                                                                        ====================    =====================

</TABLE>

See notes to financial statements.



FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2001
--------------------------------------------------------------------------------
[Unaudited]
<TABLE>
<CAPTION>
<S>                                <C>     <C>             <C>            <C>                  <C>            <C>
                                                                                Accumulated
                                                              Additional           Other
                                      Common Stock             Paid-in         Comprehensive       Retained
                               ---------------------------
                                 Shares         Amount         Capital            Income           Earnings         Total
                               -----------    ------------    -----------     ----------------    -----------     -----------

BALANCES, JANUARY 1, 2001          2,500          2,500          28,600               1,082           3,892          36,074

  Net income                                                                                          2,464           2,464
  Other comprehensive income                                                           (115)                           (115)
                                                                                                                  -----------
  Comprehensive income                                                                                                2,349
                               -----------    ------------    -----------     ----------------    -----------     -----------



BALANCES, JUNE 30, 2001            2,500   $      2,500    $     28,600   $             967    $      6,356   $      38,423
                               ===========    ============    ===========     ================    ===========     ===========

</TABLE>

See notes to financial statements.



FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Amounts in Thousands]
--------------------------------------------------------------------------------
[Unaudited]

1.       BASIS OF PRESENTATION

First  Great-West  Life  &  Annuity   Insurance   Company  (the  Company)  is  a
wholly-owned  subsidiary of  Great-West  Life & Annuity  Insurance  Company (the
Parent  Corporation  or GWL&A).  The  Company was  incorporated  as a stock life
insurance company in the State of New York and was capitalized on April 4, 1997.
The Company was licensed as an insurance company in the State of New York on May
28, 1997.

The financial  statements and related notes of the Company have been prepared in
accordance with generally accepted accounting  principles  applicable to interim
financial  reporting  and do not include all of the  information  and  footnotes
required  for  complete  financial  statements.   However,  in  the  opinion  of
management,  these statements include all normal recurring adjustments necessary
for a fair  presentation of the results.  These financial  statements  should be
read in conjunction with the audited  financial  statements and the accompanying
notes  included in the Companys  latest  annual report on Form 10-K for the year
ended December 31, 2000.

Operating  results for the six months  ended June 30,  2001 are not  necessarily
indicative of the results that may be expected for the full year ending December
31, 2001.

Certain  reclassifications  have been made to the 2000  financial  statements to
conform to the 2001 presentation.

2.       NEW ACCOUNTING PRONOUNCEMENTS

In September 2000, the Financial  Accounting  Standards Board (FASB) issued SFAS
No. 140,  Accounting  for  Transfers  and  Servicing  of  Financial  Assets and
Extinguishments of Liabilities: A replacement of FASB Statement No. 125, which
revises the standards for accounting for securitizations, and other transfers of
financial assets and collateral, and requires certain disclosures.  SFAS No. 140
will  be  effective  for  transfers  and  servicing  of  financial   assets  and
extinguishments  of liabilities  occurring after March 31, 2001. The adoption of
the new SFAS did not have a  significant  effect on  earnings  or the  financial
position of the Company.

On June 29, 2001  Statement of Financial  Accounting  Standards  (SFAS) No. 141,
"Business Combinations" was approved by the Financial Accounting Standards Board
(FASB). SFAS No. 141 requires that the purchase method of accounting be used for
all business  combinations  initiated after June 30, 2001.  Goodwill and certain
intangible  assets will remain on the balance sheet and not be amortized.  On an
annual  basis,  and when there is reason to suspect  that their values have been
diminished  or  impaired,  these  assets  must be  tested  for  impairment,  and
write-downs may be necessary.  The Company  implemented  SFAS No. 141 on July 1,
2001.  Adoption of the Statement did not have a material impact on the Company's
financial position or results of operations.

On June 29,  2001,  SFAS No. 142,  "Goodwill  and Other  Intangible  Assets" was
approved by the FASB.  SFAS No. 142  changes the  accounting  for  goodwill  and
certain other  intangibles  from an  amortization  method to an  impairment-only
approach. Amortization of goodwill, including goodwill recorded in past business
combinations,  will  cease  upon  adoption  of this  statement.  The  Company is
required to implement SFAS No. 142 on January 1, 2002 and,  although it is still
reviewing the provisions of this Statement,  management's preliminary assessment
is that the Statement will not have a material impact on the Company's financial
position or results of operations.

3.       OTHER

On December 31, 2000, the Company and certain affiliated  companies  completed a
corporate  reorganization.  Prior to December 31, 2000,  GWL&A  Financial was an
indirect wholly-owned subsidiary of The Great-West Life Assurance Company (GWL).
Under the new structure,  GWL&A Financial and GWL each continue to be indirectly
and directly, respectively, owned by Great-West Lifeco, Inc., a Canadian holding
company (the Parent or Lifeco),  but GWL no longer  holds an equity  interest in
the Company or GWL&A  Financial.  Refer to the Companys report on Form 10-K for
the year ended December 31, 2000,  for  additional  information on the Companys
organization.

On October 6, 1999, the Parent entered into an agreement  (the  Agreement)  with
Allmerica Financial Corporation  (Allmerica) to acquire Allmericas group life
and health  insurance  business on March 1, 2000.  The policies  resident in the
State of New York have been  assigned to the  Company as part of the  Agreement.
This business primarily  consists of administrative  services only and stop-loss
policies.  The in-force  business is expected to be underwritten and retained by
the Company upon each policy  renewal  date.  The purchase  price was based on a
percentage of the premium and administrative fees in-force at March 1, 2000, and
March 1, 2001.

Item 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
<TABLE>
<CAPTION>
<S>                                           <C>                 <C>                <C>                  <C>
                                                  Three Months Ended                      Six Months Ended
              Operating Summary                        June 30,                               June 30,
                                          ----------------------------------- -- -----------------------------------
                 [Thousands]                  2001               2000                2001                2000
         ----------------------------     -------------    ------------------    -------------     -----------------

         Premium income               $       4,448     $         3,137       $      9,016     $          6,199
         Fee income                           1,542               1,578              3,360                3,651
         Net investment
           Income                             2,915               2,572              5,774                4,864
         Realized gains
           on investments                       (46)                199                446                  296
                                          -------------    ------------------    -------------     -----------------
           Total revenues                     8,859               7,486             18,596               15,010

         Total benefits and
           Expenses                           5,133               6,746             14,385               12,882
         Income tax expenses                  1,541                 307              1,746                  876
                                          -------------    ------------------    -------------     -----------------
           Net income                 $       2,185     $           433       $      2,465     $          1,252
                                          =============    ==================    =============     =================

         Deposits for
           investment-type
           Contracts                  $       2,427     $                     $      7,629     $            163
         Deposits to separate
           Accounts                           2,504               2,122              5,379                4,123
</TABLE>

<TABLE>
<CAPTION>
<S>                                                                                   <C>                   <C>
                Balance Sheet                                                      June 30,          December 31,
                 [Thousands]                                                         2001                2000
         ----------------------------                                            -------------     -----------------

         Investment assets                                                    $      161,427   $           166,538
         Separate account
           Assets                                                                     48,560                47,359
         Total assets                                                                246,025               247,806
         Total policy benefit
           Liabilities                                                               155,401               141,770
         Total stockholders
           Equity                                                                     38,423                36,074
</TABLE>



GENERAL

This Form 10-Q contains forward-looking  statements.  Forward-looking statements
are  statements not based on historical  information  and which relate to future
operations,  strategies, financial results or other developments. In particular,
statements  using verbs such as  expect,  anticipate,  believe or words of
similar import generally involve  forward-looking  statements.  Without limiting
the foregoing, forward-looking statements include statements which represent the
Companys  beliefs  concerning  future  or  projected  levels  of  sales  of the
Companys   products,   investment   spreads  or  yields,  or  the  earnings  or
profitability  of  the  Companys  activities.  Forward-looking  statements  are
necessarily based upon estimates and assumptions that are inherently  subject to
significant business,  economic and competitive uncertainties and contingencies,
many of which are beyond the Companys  control and many of which,  with respect
to future business  decisions,  are subject to change.  These  uncertainties and
contingencies can affect actual results and could cause actual results to differ
materially from those expressed in any forward-looking statements made by, or on
behalf of, the Company.  Whether or not actual  results differ  materially  from
forward-looking  statements may depend on numerous foreseeable and unforeseeable
events or developments,  some of which may be national in scope, such as general
economic  conditions  and  interest  rates,  some of which may be related to the
insurance  industry   generally,   such  as  pricing   competition,   regulatory
developments and industry  consolidation,  and others of which may relate to the
Company specifically, such as credit, volatility and other risks associated with
the Companys investment portfolio, and other factors. Readers are also directed
to consider other risks and  uncertainties  discussed in documents  filed by the
Company  and  certain  of its  subsidiaries  with the  Securities  and  Exchange
Commission.

The following  discussion addresses the financial condition of the Company as of
June 30, 2001,  compared with  December 31, 2000,  and its results of operations
for the three months and six months ended June 30, 2001,  compared with the same
periods  last  year.  The  discussion  should  be read in  conjunction  with the
Managements Discussion and Analysis section included in the Companys report on
Form 10-K for the  year-ended  December 31, 2000 to which the reader is directed
for additional information.

RESULTS OF OPERATIONS

The Companys net income  increased $1.8 million and $1.2 million for the second
quarter  and first six months of 2001 when  compared  to the second  quarter and
first six months of 2000. This increase was primarily due to the increase in the
group  health  and life  business  related  to the  purchase  of  business  from
Allmerica.

Premium and fee income  increased  $1.3  million and $2.5 million for the second
quarter  and first six months of 2001 when  compared  to the second  quarter and
first six months of 2000.  The increase for the second  quarter and year to date
are due to  increased  premiums  and fees  related to the group  health and life
business purchased from Allmerica.

Net investment  income  increased $343 thousand and $909 thousand for the second
quarter  and first six months of 2001 when  compared  to the second  quarter and
first six months of 2000.  The increase for the second  quarter and year to date
are due to an increase in invested  assets  related to Bank Owned Life Insurance
(BOLI).

The  Company  had a  realized  investment  loss of $46  thousand  and a realized
investment  gain of $446 thousand for the second quarter and first six months of
2001. The loss for the second  quarter was the result of poor market  conditions
experienced  during  the  quarter.  The  year  to  date  gain  is due  to  yield
enhancements  and sales of securities in a lower interest rate  environment when
compared to the same period in 2000.

The decrease in benefits and expenses during the second quarter  compared to the
prior year is due to the  improved  morbidity in quarter in group health and the
increase  the increase in benefits and expenses for the first six months of 2001
is primarily due to the additional  claims on the group health and life business
related to the purchase  from  Allmerica.  Expenses  have also  increased as the
Company  incurred  additional  costs to  administer  the group  health  and life
business.

Total assets and  liabilities  decreased  $1.8 million or 0.7% when  compared to
year ended December 31, 2000.


SEGMENT RESULTS

Employee Benefits

The results below reflect the operations for the Employee  Benefits  segment for
the second quarter and first six months of 2001:
<TABLE>
<CAPTION>
<S>                                   <C>                <C>                 <C>                <C>
              Operating Summary             Three Months Ended June 30,              Six Months Ended June 30,
                                         -----------------------------------     -----------------------------------
                 [Thousands]                  2001               2000                2001                2000
         ----------------------------    ---------------    ----------------     --------------     ----------------

         Premium Income               $         4,353    $          3,030    $          8,922   $           6,096
         Fee Income                             1,447               1,491               3,172               3,477
         Net investment
           Income                                 307                  14                 606                 560
         Realized losses
           on investments                         (36)                                    (36)
                                         ---------------    ----------------     --------------     ----------------
           Total revenues                       6,071               4,535              12,664              10,133

         Total benefits and
           Expenses                             2,681               4,114               9,175               8,681
         Income tax expenses                    1,420                 134               1,452                 556
                                         ---------------    ----------------     --------------     ----------------

           Net income                 $         1,970    $            287    $          2,037   $             896

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

         Deposits for investment-
           type contracts             $                  $                   $                  $
         Deposits to separate
           Accounts                   $           308    $                   $            308   $
</TABLE>

Operations  for the Employee  Benefits  segment had an overall  increase for the
second  quarter and first six months of 2001 when compared to the second quarter
and first six months of 2000.  The  increases  are  primarily  due to  favorable
morbidity on the group health business related to the purchase of Allmerica.

Net income for Employee Benefits increased $1.7 million and $1.1 million for the
second  quarter and first six months of 2001 when compared to the second quarter
and first six  months of 2000.  The  increase  was  primarily  due to  favorable
morbidity in the segments group health business and decreased  expenses related
to the group life and health business.

Premium and fee income  increased  $1.3  million and $2.5 million for the second
quarter  and first six months of 2001 when  compared  to the second  quarter and
first six months of 2000. The increases are due primarily to the  acquisition of
Allmericas group life and health business.

Net  investment  income  increased $293 thousand and $46 thousand for the second
quarter  and first six months of 2001 when  compared  to the second  quarter and
first six months of 2000.  The increase was  primarily  the result of increasing
interest rates in 2000.

Total  benefits and expenses  decreased $1.4 million and increased $494 thousand
for the second  quarter and first six months of 2001 when compared to the second
quarter and first six months of 2000.  The  decrease  was due  primarily to more
favorable  morbidity in the group health business and the increase for the first
six  months  ended  June  30,  2001 was due  primarily  to  increased  operating
expenses.

Financial Services

The following is a summary of certain  financial data of the Financial  Services
segment:
<TABLE>
<CAPTION>
<S>                                   <C>                <C>                 <C>                <C>
              Operating Summary             Three Months Ended June 30,              Six Months Ended June 30,
                                         -----------------------------------     -----------------------------------
                 [Thousands]                  2001               2000                2001                2000
         ----------------------------    ---------------    ----------------     --------------     ----------------

         Premium income               $            95    $            107    $             94   $             103
         Fee income                                95                  87                 188                 174
         Net investment
           income                               2,608               2,558               5,168               4,304
         Realized gains (losses)
           on investments                         (10)                199                 482                 296
                                         ---------------    ----------------     --------------     ----------------
           Total revenues                       2,788               2,951               5,932               4,877

         Total benefits and
           expenses                             2,452               2,632               5,210               4,201
         Income tax expenses                      121                 173                 294                 320
                                         ---------------    ----------------     --------------     ----------------

           Net income                 $           215    $            146    $            428   $             356
                                         ===============    ================     ==============     ================

         Deposits for investment-
           type contracts             $         2,427    $                   $          7,629   $             163
         Deposits to separate
           accounts                   $         2,196    $          2,122    $          5,071   $           4,123

</TABLE>


Net Income for  Financial  Services  increased $69 thousand and $71 thousand for
the second  quarter and the first six months of 2001 when compared to the second
quarter and the first six months of 2000.  The increase was primarily due to the
interest on surplus and realized bond gains.

Premium  and fee  income  for  Financial  Services  decreased  $4  thousand  and
increased  $4 thousand  for the second  quarter and the first six months of 2001
when  compared  to the  second  quarter  and the first six  months of 2000.  The
increase was  primarily  related to an increase in premiums  from the  segments
variable annuity product.  The decrease was primarily  related to BOLI products.
The nature of this type of product can lead to large fluctuations from period to
period.

Net  Investment  income  increased $50 thousand and $864 thousand for the second
quarter and the first six months of 2001 when compared to the second quarter and
the first six months of 2000 due to growth in BOLI assets.

Deposits for investment-type  contracts increased for the second quarter and the
first six months of 2001 when  compared to the second  quarter and the first six
months of 2000. The increases were due to an increase in sales of BOLI products.
The nature of this type of product can lead to large fluctuations from period to
period.




GENERAL ACCOUNT INVESTMENTS

The Companys primary investment  objective is to acquire assets whose durations
and cash flows reflect the characteristics of the Companys  liabilities,  while
meeting industry, size, issuer, and geographic diversification standards. Formal
liquidity and credit quality  parameters have also been established.  One of the
Companys primary  objectives is to ensure that its fixed maturity  portfolio is
maintained  at a high  average  quality,  so as to  limit  credit  risk.  If not
externally rated, the securities are rated by the Company on a basis intended to
be similar to that of the rating agencies.

The distribution of the fixed maturity  portfolio (both  available-for-sale  and
held-to-maturity) by credit rating is summarized as follows:

<TABLE>
<CAPTION>
<S>                                                                      <C>                         <C>
                                                                    June 30,                  December 31,
                                                                      2001                        2000
                                                              ----------------------     -----------------------

         AAA                                                              60.6  %                     62.8  %
         AA                                                               10.3  %                     14.3  %
         A                                                                10.0  %                      7.3  %
         BBB                                                              19.1  %                     15.6  %
                                                              ----------------- ----     ------------------ ----

                                TOTAL                                    100.0  %                    100.0  %
</TABLE>

The  Company  follows  rigorous  procedures  to control  interest  rate risk and
observes strict asset and liability  matching  guidelines.  These guidelines are
designed  to ensure  that  even in  changing  interest  rate  environments,  the
Companys  assets  will  always  be  able to  meet  the  cash  flow  and  income
requirements of its  liabilities.  Using dynamic modeling to analyze the effects
of a wide range of possible  market changes upon  investments  and  policyholder
benefits,  the Company  ensures that its investment  portfolio is  appropriately
structured to fulfill financial obligations to its policyholders.

During  the six months  ended  June 30,  2001,  net  unrealized  losses on fixed
maturities    included   in    stockholders    equity,    which   is   net   of
policyholder-related  amounts and deferred  income taxes,  decreased  surplus by
$115 thousand.

LIQUIDITY AND CAPITAL RESOURCES

The Companys operations have liquidity requirements that are dependent upon the
principal  product lines. Life insurance and pension plan reserves are primarily
long-term liabilities.  Life insurance and pension plan reserve requirements are
usually stable and predictable,  and are supported primarily by long-term, fixed
income investments.

Generally,  the  Company  has  met its  operating  requirements  by  maintaining
appropriate levels of liquidity in its investment  portfolio.  Liquidity for the
Company is strong, as evidenced by significant amounts of short-term investments
and cash,  which totaled $12.0 million and $24.4 million as of June 30, 2001 and
December 31, 2000, respectively.




PART II  OTHER INFORMATION

ITEM 1   LEGAL PROCEEDINGS

The Company is involved in various legal  proceedings that arise in the ordinary
course of its  business,  the  resolution  of which  should  not have a material
adverse effect on its financial position or results of operations.

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Index to Exhibits

                  None

         (b)      Reports on Form 8-K

                  None

SIGNATURES

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


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY



BY:     /s/ Glen R. Derback                               DATE:  August 14, 2001
        ----------------------------------------------           ---------------
        Glen R. Derback, Vice President and Controller
        (Duly authorized officer and chief accounting
        officer)