FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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

For the quarterly period ended                        September 30, 1997
                                 ===============================================

                                       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)

                   8515 East Orchard Road, Englewood, CO 80111
        =================================================================
                    (Address of principal executive offices)
                                   (Zip Code)

                                 [303] 689-4128
        =================================================================
              (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                No         X
         =========         =========

As of September  30, 1997,  2,000 shares of the  registrant's  common stock were
outstanding, all of which were owned by the registrant's 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.


<PAGE>

<TABLE>

                                TABLE OF CONTENTS



                                                                                        Page
                                                                                      ----------
Part I     FINANCIAL INFORMATION

          
           Item 1   Financial Statements

<S>                                                                                       <C>
Statements of Income                                                           3

Balance Sheet                                                                  4

Statement of Cash Flows                                                        5

Notes to Financial Statements                                                  6

           Item 2   Management's Discussion and Analysis of Financial Condition
                    and Results of Operations                                          8
</TABLE>
<TABLE>

Part II    OTHER INFORMATION


<S>             <C>                                                                    <C>
Item 1                               Legal Proceeding                         10

Item 6                               Exhibits and Reports on Form 8-K         10

Signatures                                                                    11

Exhibit 27                           Financial Data Schedule                  12

</TABLE>















                                            - 2 -


<PAGE>


PART I   FINANCIAL INFORMATION
ITEM 1   FINANCIAL STATEMENTS

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
<TABLE>

STATEMENTS OF INCOME
FOR THE PERIOD APRIL 4, 1997 [INCEPTION] TO SEPTEMBER 30, 1997
-------------------------------------------------------------------------------
[Unaudited]
[Dollars in thousands except for share amounts.]    
                                                                  For the Period
                                                   Three Months    April 4, 1997
                                                     Ended        [Inception] to
                                                  September 30,    September 30,
                                                       1997             1997
                                                ---------------  ---------------

REVENUES:
<S>                                                          <C>              <C>           
  Annuity contract charges and premiums                        $  5         $  5
  Net investment income                                          84          161
                                                               ----         ----

                                                                 89          166
                                                               ----         ----
EXPENSES:
  Commissions                                                     1            1
  Operating expenses                                             45           58
                                                               ----         ----

                                                                 46           59
                                                               ----         ----

INCOME BEFORE INCOME TAXES                                       43          107

CURRENT PROVISION FOR INCOME TAXES                               15           37
                                                               ----         ----

NET INCOME                                                     $ 28         $ 70
                                                               ====         ====

</TABLE>










See notes to financial statements.

                                             -3-


<PAGE>

<TABLE>

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

BALANCE SHEET
SEPTEMBER 30, 1997
--------------------------------------------------------------------------------
[Unaudited]
[Dollars in thousands except for share amounts.]

ASSETS

Fixed maturities-available-for-sale, 
<S>                           <C>                                               <C>          
at fair value (amortized cost $4,979)                                    $ 4,994
Cash                                                                       1,086
Investment income due and accrued                                             90
Other assets                                                                  44
Separate account assets                                                    6,265
                                                                         -------

      TOTAL ASSETS                                                       $12,479
                                                                         =======

LIABILITIES AND STOCKHOLDER'S EQUITY

POLICY BENEFIT LIABILITIES -

  Policy reserves                                                        $    76

GENERAL LIABILITIES:

  Due to Parent Corporation                                                   16
  Other liabilities                                                           43
  Separate account liabilities                                             6,265
                                                                         -------

      TOTAL LIABILITIES                                                    6,400
                                                                         -------

STOCKHOLDER'S EQUITY:

  Common stock, $1,000 par value,
     2,000 shares authorized,
     issued and outstanding                                                2,000
  Additional paid-in capital                                               4,000
  Net unrealized gain on
  securities available-for-sale                                                9
  Retained earnings                                                           70
                                                                         -------

      TOTAL STOCKHOLDER'S EQUITY                                           6,079
                                                                         -------

      TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                         $12,479
                                                                         =======

See notes to financial statements.
</TABLE>

                                            - 4 -


<PAGE>


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 4, 1997 [INCEPTION] TO SEPTEMBER 30, 1997
--------------------------------------------------------------------------------
[Unaudited]
[Dollars in Thousands]



OPERATING ACTIVITIES:

<TABLE>
<S>                                                                     <C>    
    Net income                                                          $    70
    Adjustments to reconcile net income to
      net cash provided by operating activities -
       Amortization of investments                                          (12)
    Changes in assets and liabilities:
        Investment income due and accrued                                   (90)
        Other, net                                                           (6)
                                                                        -------
                 Net cash used in operating activities                      (38)
                                                                        -------

INVESTING ACTIVITIES:
    Purchases of fixed maturity investments -
             Available-for-sale                                          (4,968)
                                                                        -------
                 Net cash used in investing activities                   (4,968)
                                                                        -------

FINANCING ACTIVITIES:

    Contract deposits                                                        76
    Due to Parent Corporation                                                16
    Capital contributions                                                 6,000
                                                                        -------
                 Net cash provided by financing activities                6,092
                                                                        -------

NET INCREASE IN CASH                                                      1,086

CASH, BEGINNING OF PERIOD                                                     0
                                                                        -------

CASH, END OF PERIOD                                                     $ 1,086
                                                                        =======
</TABLE>




See notes to financial statements.

                                            - 5 -


<PAGE>


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD APRIL 4, 1997 [INCEPTION] TO SEPTEMBER 30,1997
----------------------------------------------------------------------------
[Unaudited]
[Dollars in thousands except for share amounts.]

1.      ORGANIZATION

        Organization - First  Great-West Life & Annuity  Insurance  Company (the
        Company)  is a  wholly-owned  subsidiary  of  Great-West  Life & Annuity
        Insurance Company (the Parent Corporation). The Company was incorporated
        as a stock  life  insurance  company  in the  State  of New York and was
        capitalized on April 4, 1997,  through a $6,000 cash investment from the
        Parent  Corporation  for 2,000 shares of common  stock.  The Company was
        licensed  as an  insurance  company  in the State of New York on May 28,
        1997.

        Basis of  Presentation  - The financial  statements and related notes of
        the Company have been prepared in  accordance  with  generally  accepted
        accounting principles applicable to interim reporting and do not include
        all of the  information  and footnotes  required for complete  financial
        statements. In the opinion of management, all adjustments (consisting of
        normal recurring accruals)  considered necessary for a fair presentation
        have  been  included.  These  financial  statements  should  be  read in
        conjunction  with the audited  balance  sheet and notes  thereto for the
        period  ended April 4, 1997.  The results of  operations  for the period
        April 4, 1997,  (inception) to September 30, 1997,  are not  necessarily
        indicative  of the  results  that may be expected  for the period  ended
        December 31, 1997.

2.      SIGNIFICANT ACCOUNTING PRINCIPLES

        Cash - Cash includes only amounts in demand deposit accounts.

        Investments - Fixed maturity investments  available-for-sale are carried
        at fair  value,  with  the net  unrealized  gain or loss  included  as a
        component  of  stockholder's  equity.  If a  decline  in fair  value  is
        determined to be other than  temporary,  the investment  will be written
        down and a realized loss recognized.  The fair values of publicly traded
        fixed maturities are obtained from an independent pricing service.

        The amortized cost of fixed  maturities  available-for-sale  is adjusted
        for the  amortization  of premium and  accretion of discounts  using the
        effective  interest  and method over the  estimated  life of the related
        bonds. Such amortization is included in net investment income.

                                                - 6 -

        Separate Account - Separate  Account assets and related  liabilities are
        carried at fair value. The Company's  Separate Accounts invest in shares
        of various external mutual funds.

        Due to Parent Corporation - Due to Parent  Corporation  includes amounts
due on demand.

        Policy Reserves - Annuity contract  reserves without life  contingencies
        of $76 are carried at contractholders' account value.

        Recognition  of Premium  Income and  Expenses - Revenues for annuity and
        other  contracts  without  significant  life  contingencies  consist  of
        contract charges for the cost of insurance, contract administration, and
        surrender  fees that have been  assessed  against the  contract  account
        balance during the period.

        Income Taxes - Income taxes are  recorded  using an asset and  liability
        approach which  requires,  among other  provisions,  the  recognition of
        deferred tax assets and liabilities for expected future tax consequences
        of  events  that  have  been  recognized  in  the  Company's   financial
        statements or tax returns.  In estimating future tax  consequences,  all
        expected  future events (other than the enactments or changes in the tax
        laws or rules) are considered.

        The Company and its Parent have  entered  into an income tax  allocation
        agreement whereby the Parent will file a consolidated federal income tax
        return.  Under the agreement,  the Company is  responsible  for and will
        receive the benefits of any income tax liability or benefit  computed on
        a separate basis.


















                                                - 7 -


<PAGE>


     ITEM 2 - MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
     RESULTS OF OPERATIONS

                                                             For the Period
                                            Three Months      April 4, 1997
                                                Ended          (Inception)
                                            September 30,     September 30,
                                                1997              1997
                                           ----------------  ----------------
Operating Summary(Thousands)

<TABLE>
<S>                                                <C>           <C> 
Premiums                                           $ 5           $  5
 Net investment income                              84            161
                                                   ---           ----
     Total revenues                                 89            166
Total benefits and expenses                         46             59
Income tax expenses                                 15             37
                                                   ===           ====
     Net income                                    $28           $ 70
                                                   ===           ====
</TABLE>

        Introduction  -  The  following   discussion   addresses  the  financial
        condition  of the Company as of September  30, 1997,  and its results of
        operations  for the period April 4, 1997,  (inception)  to September 30,
        1997.

        The Company's  operations  during the period indicated have been focused
        on obtaining licensure as an insurance company domiciled in the State of
        New  York  (which  occurred  May 28,  1997)  and  preliminary  marketing
        activities.  Sales have been limited to  individual  annuity  products -
        both fixed income  annuities with a market value adjustment and variable
        annuities sold through a marketing agreement with Charles Schwab & Co.

        Although sales of the fixed income  annuities  without  significant life
        contingencies  have  been  minimal  ($76  thousand),  the  contributions
        received for the variable annuities included in the Separate Account are
        over $6 million for the  four-month  time frame in which the Company has
        been licensed. The net income of $70 thousand reflects investment income
        on  surplus  less  the  operating  expenses   associated  with  the  new
        operations.

        In the months  ahead,  the Company will continue to focus its efforts on
        variable sales while continuing to develop other products for submission
        to the New York Department of Insurance for approval.







                                                - 8 -


<PAGE>


        General Account  Investments - The Company's  investment  strategies and
        portfolios are intended to match the duration of the related liabilities
        and provide sufficient cash flow to meet obligations while maintaining a
        competitive  rate of  return.  The  duration  of  these  investments  is
        monitored,  and  investment  purchases  and sales are executed  with the
        objective of having  adequate  funds  available to satisfy the Company's
        maturing liabilities.

        It is management's  philosophy that the portfolio of fixed maturities be
        of high quality.  The fixed  maturities  in the Company's  portfolio are
        generally  rated by  external  rating  agencies,  and if not  externally
        rated,  are rated by the  Company on a basis  believed  to be similar to
        that used by rating  agencies.  The credit rating on the fixed  maturity
        portfolio at September 30, 1997, is AAA.

        During the period from  inception to September 30, 1997,  net unrealized
        gains (losses) on fixed  maturities  included in  stockholders'  equity,
        which is net of policyholder-related  amounts and deferred income taxes,
        increased surplus by $9 thousand.

        Liquidity and Capital  Resouces - Liquidity for the Company has remained
        strong as  evidence  by  significant  amounts  of cash.  Generally,  the
        Company has met its operating  requirements  by maintaining  appropriate
        levels of liquidity in its investment portfolio.

        The Company's capital resources  represent funds available for long-term
        business  commitments  and primarily  consist of  stockholder's  equity.
        Capital resources provide protection for policyholders and the financial
        strength to support the  underwriting of insurance  risks, and allow for
        continued  business growth.  The amount of capital resources that may be
        needed is  determined by the Company's  senior  management  and Board of
        Directors,  as well as by  regulatory  requirements.  The  allocation of
        resources to new long-term  business  commitments is designed to achieve
        an attractive return, tempered by considerations of risk and the need to
        support the Company's existing business.














                                            - 9 -


<PAGE>


PART II     OTHER INFORMATION

        ITEM 1 LEGAL PROCEEDINGS

                      There are no material  pending legal  proceedings to which
                      the  Company is a party or of which any of their  property
                      is the subject.

ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K

   (a)    Index to Exhibits

             Exhibit Number               Title                  Page
            -----------------    -------------------------    ------------

                   27            Financial Data Schedule          12

   (b)    Reports on Form 8-K

          No reports  on Form 8-K have been filed  during the
          third quarter of 1997.
























                                            - 10 -


<PAGE>


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



DATE:   _November 12, 1997____  BY: /s/_Glen R. Derback_____________________
                                 Glen R. Derback, Vice President and Treasurer
                                 (Duly authorized officer and chief accounting
                                  officer)






























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