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                September 30, 2002
                                 ---------------------------------------------

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 incorporation or organization)     (I.R.S. Employer Identification Number)


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

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

As of September 30, 2002, 2,500 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>


                                       18
                                TABLE OF CONTENTS


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

                      Statements of Income                           3

                      Balance Sheets                                 4

                      Statements of Cash Flows                       6

                      Statement of Stockholder's Equity              7

                      Notes to Financial Statements                  8

             Item 2   Management's Discussion and Analysis           9
                      of Financial Condition and Results of
                      Operations

             Item 3   Quantitative and Qualitative                   15
                      Disclosures About Market Risk

             Item 4   Controls and Procedures                        15

Part II      OTHER INFORMATION                                       16

             Item 1   Legal Proceedings                              16

             Item 6   Exhibits and Reports on Form 8-K               16

             Signature                                               16

             Certification                                           17




<PAGE>
<TABLE>
<CAPTION>


PART I     FINANCIAL INFORMATION

ITEM 1     FINANCIAL STATEMENTS

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF INCOME
[Dollars in Thousands]
===================================================================================================================================
[Unaudited]
<S>                                <C>             <C>                <C>                 <C>
                                        Three Months Ended                     Nine Months Ended
                                           September 30,                         September 30,
                                  ------------------------------    -----------------------------------
                                      2002            2001               2002                2001
                                  --------------  --------------    ---------------     ---------------
REVENUES:
  Premium income                   $ 2,325         $ 3,955            $ 7,367             $12,971
  Fee income                         1,167           1,193              3,185               4,553
  Net investment income              3,064           3,130              9,528               8,903
  Realized gains
    on investments                                                         77                 446
                                  --------------  --------------    ---------------     ---------------

                                     6,556           8,278             20,157              26,873
                                  --------------  --------------    ---------------     ---------------
BENEFITS AND EXPENSES:

  Life and other policy              1,452             911              4,809               9,035
   benefits
  Change in reserves                   312            (191)               492                (895)
  Interest paid or credited
    to contractholders               2,496           1,627              6,276               5,625
  General and administrative
    expenses                         1,401           1,978              4,801               4,945
                                  --------------  --------------    ---------------     ---------------

                                     5,661           4,325             16,378              18,710
                                  --------------  --------------    ---------------     ---------------
INCOME BEFORE
  INCOME TAXES                         895           3,953              3,779               8,163

PROVISION FOR
  INCOME TAXES:
  Current                           (1,166)          1,645                453               3,361
  Deferred                           1,601              10              1,073                  40
                                  --------------  --------------    ---------------     ---------------
                                       435           1,655              1,526               3,401
                                  --------------  --------------    ---------------     ---------------

NET INCOME                          $  460         $ 2,298            $ 2,253             $ 4,762
                                  ==============  ==============    ===============     ===============












See notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

BALANCE SHEETS
[Dollars in Thousands Except for Share Information]
===================================================================================================================================

                                                                           September 30,            December 31,
ASSETS                                                                         2002                     2001
------
                                                                        --------------------    ---------------------
<S>                                                                       <C>                     <C>

                                                                            [unaudited]
INVESTMENTS:
  Fixed maturities available-for-sale, at fair value
    (amortized cost $188,471 and $176,687)                               $       199,987         $       178,591
  Short-term investments, available-for-sale
    (cost approximates fair value)                                                 6,747                   3,854
                                                                        --------------------    ---------------------

    Total investments                                                            206,734                 182,445

  Cash                                                                             8,861                   7,860
  Reinsurance receivable                                                           2,485                   2,346
  Deferred policy acquisition costs                                                  356                   1,257
  Investment income due and accrued                                                1,885                   1,713
  Uninsured claims receivable                                                      1,424                   2,377
  Other assets                                                                     2,166                   3,371
  Premiums in course of collection                                                   335                     792
  Deferred income taxes                                                                                    1,377
  Separate account assets                                                         36,572                  45,576
                                                                        --------------------    ---------------------









TOTAL ASSETS                                                             $       260,818          $      249,114
                                                                        ====================    =====================

                                                                                                    (continued)


<PAGE>


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

BALANCE SHEETS
[Dollars in Thousands]
==================================================================================================================================

                                                                           September 30,            December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                                           2002                     2001
------------------------------------
                                                                        --------------------    ---------------------
                                                                            [unaudited]

POLICY BENEFIT LIABILITIES:

  Policy reserves                                                   $            166,020     $           152,874
  Policy and contract claims                                                       1,920                   1,175
  Policyholders' funds                                                             3,392                   2,801

GENERAL LIABILITIES:

  Due to Parent Corporation                                                        1,722                     386
  Bank overdrafts                                                                  1,309                   3,104
  Deferred taxes                                                                   1,702
  Other liabilities                                                                1,080                   1,986
  Separate account liabilities                                                    36,572                  45,576
                                                                        --------------------    ---------------------
    Total liabilities                                                            213,717                 207,902
                                                                        --------------------    ---------------------

STOCKHOLDER'S 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                                           4,363                     727
  Retained earnings                                                               11,638                   9,385
                                                                        --------------------    ---------------------
    Total stockholder's equity                                                    47,101                  41,212
                                                                        --------------------    ---------------------



TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                $      260,818          $      249,114
                                                                        ====================    =====================

See notes to financial statements.                                                                  (Concluded)


<PAGE>


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
===================================================================================================================================
[Unaudited]
                                                                                     Nine Months Ended
                                                                                       September 30,
                                                                        ---------------------------------------------
                                                                               2002                     2001
                                                                        --------------------    ---------------------
OPERATING ACTIVITIES:

  Net income                                                               $       2,253          $        4,762
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Amortization of investments                                                     (731)                 (1,001)
    Realized gains on disposal of investments                                        (77)                   (446)
    Depreciation and amortization                                                    200                     189
    Deferred income taxes                                                          1,073                      40
  Changes in assets and liabilities:
    Policy benefit liabilities                                                    13,898                   4,653
    Reinsurance recoverable                                                         (139)                   (564)
    Accrued interest and other receivables                                           285                   1,778
    Other, net                                                                    (3,729)                (24,031)
                                                                        --------------------    ---------------------

    Net cash provided by (used in) operating activities                           13,033                 (14,620)
                                                                        --------------------    ---------------------

INVESTING ACTIVITIES:

  Proceeds from maturities and redemptions of investments:
    Fixed maturities available-for-sale                                           12,757                  35,033
  Purchases of investments:
    Fixed maturities available-for-sale                                          (26,617)                (41,675)
                                                                        --------------------    ---------------------
Net cash used in investing activities                                            (13,860)                 (6,642)
                                                                        --------------------    ---------------------

FINANCING ACTIVITIES:
  Contract deposits, net of withdrawals                                              492                   9,236
  Due to Parent Corporation                                                        1,336                   6,689
                                                                        --------------------    ---------------------

    Net cash provided by financing activities                                      1,828                  15,925

NET INCREASE (DECREASE) IN CASH                                                    1,001                  (5,337)

CASH, BEGINNING OF YEAR                                                            7,860                   8,462
                                                                        --------------------    ---------------------

CASH, END OF PERIOD                                                       $        8,861          $        3,125
                                                                        ====================    =====================








See notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
===================================================================================================================================
[Dollars in Thousands]
[Unaudited]
<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, 2002         2,500  $ 2,500   $ 28,600   $   727       $  9,385   $ 41,212

  Net income                                                                   2,253      2,253
  Other comprehensive income                                    3,636                     3,636
                                                                                       ---------
  Comprehensive income                                                                    5,889
                                --------  -------  ---------  ---------     ---------- ---------

BALANCES, SEPTEMBER 30, 2002      2,500   $2,500   $ 28,600    $4,363       $ 11,638   $ 47,101
                                ======== ========  =========  =========     ========== =========




















See notes to financial statements.

</TABLE>

<PAGE>


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 accounting principles generally accepted in
         the United States of America 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 Company's latest annual report on
         Form 10-K for the year ended December 31, 2001.

         Operating results for the nine months ended September 30, 2002 are not
         necessarily indicative of the results that may be expected for the full
         year ending December 31, 2002.

         Certain reclassifications have been made to the 2001 financial
         statements to conform to the 2002 presentation.

2.       NEW ACCOUNTING PRONOUNCEMENTS

         On June 29, 2001, Statement No. 142, "Goodwill and Other Intangible
         Assets" (SFAS No. 142) 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 implemented
         SFAS No. 142 on January 1, 2002 without material impact on the
         Company's financial position or results of operations.

         In August 2001, the FASB issued Statement No.144 "Accounting for the
         Impairment or Disposal of Long-Lived Assets" (SFAS No.144). SFAS No.
         144 supercedes current accounting guidance relating to impairment of
         long-lived assets and provides a single accounting methodology for
         long-lived assets to be disposed of, and also supercedes existing
         guidance with respect to reporting the effects of the disposal of a
         business. SFAS No.144 was adopted January 1, 2002 without a material
         impact on the Company's financial position or results of operations.

         In April 2002, the FASB issued Statement No. 145 "Rescission of FASB
         No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
         Corrections" (SFAS No. 145). FASB No. 4 required all gains or losses
         from extinguishment of debt to be classified as extraordinary items
         net of income taxes. SFAS No. 145 requires that gains and losses from
         extinguishment of debt be evaluated under the provision of Accounting
         Principles Board Opinion No. 30, and be classified as ordinary items
         unless they are unusual or infrequent or meet the specific criteria
         for treatment as an extraordinary item. This statement is effective
         January 1, 2003. The Company does not expect this statement to have a
         material effect on the Company's financial position or results of
         operations.


<PAGE>


         In July 2002, the FASB issued Statement No. 146 " Accounting for Costs
         Associated With Exit or Disposal Activities" (SFAS No. 146). This
         statement addresses financial accounting and reporting for costs
         associated with exit or disposal activities and nullifies EITF Issue
         No. 94-3, "Liability Recognition for Certain Employee Termination
         Benefits and Other Costs to Exit an Activity (including Certain Costs
         Incurred in a Restructuring)." This statement requires recognition of
         a liability for a cost associated with an exit or disposal activity
         when the liability is incurred, as opposed to when the entity commits
         to an exit plan under EITF 94-3. SFAS No. 146 is to be applied
         prospectively to exit or disposal activities initiated after December
         31, 2002. The Company does not expect this statement to have a
         material impact on the Company's financial position or results of
         operations.
<TABLE>
<CAPTION>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
<S>                                           <C>               <C>              <C>               <C>

                                                       Three Months Ended                  Nine Months Ended
                  Operating Summary                       September 30,                      September 30,
                                                  ------------------------------     ------------------------------
                     [Thousands]                      2002             2001              2002             2001
         ------------------------------------     -------------    -------------     -------------    -------------
         Premium income                       $       2,325     $       3,955    $        7,367    $      12,971
         Fee income                                   1,167             1,193             3,185            4,553
         Net investment income                        3,064             3,130             9,528            8,903
         Realized gains on
           investments                                                                       77              446
                                                  -------------    -------------     -------------    -------------
           Total revenues                             6,556             8,278            20,157           26,873

         Total benefits and expenses                  5,661             4,325            16,378           18,710
         Income tax expenses                            435             1,655             1,526            3,401
                                                  -------------    -------------     -------------    -------------
           Net income                         $         460     $       2,298    $        2,253    $       4,762
                                                  =============    =============     =============    =============

                                                    Three Months Ended                   Nine Months Ended
                Operating Summary                     September 30,                        September 30,
                                              -------------------------------    -----------------------------------
                   [Thousands]                    2002            2001              2002                  2001
         ---------------------------------    -------------    -----------    ------------------    ------------------
         Deposits for investment
           -type contracts                     $ 1,038         $ 2,257          $   3,278            $    9,886
         Deposits to separate
           accounts                              3,061           1,040              7,025                 6,419
         Self funded premium
           equivalents                           4,112          11,988             16,509                31,791



                  Balance Sheet                                                 September 30,         December 31,
                   [Thousands]                                                      2002                  2001
         ---------------------------------                                    ------------------    ------------------
         Investment assets                                                     $  206,734           $       182,445
         Separate account assets                                                   36,572                    45,576
         Total assets                                                             260,818                   249,114
         Total policy benefit
           liabilities                                                            171,332                   156,850
         Total stockholder's equity                                                47,101                    41,212


</TABLE>

<PAGE>


         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
         Company's beliefs concerning future or projected levels of sales of
         the Company's products, investment spreads or yields, or the earnings
         or profitability of the Company's 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 Company's 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 Company's 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 September 30, 2002, compared with December 31, 2001, and
         its results of operations for the quarter and nine months ended
         September 30, 2002, compared with the same periods last year. The
         discussion should be read in conjunction with the Management's
         Discussion and Analysis section included in the Company's report on
         Form 10-K for the year-ended December 31, 2001 to which the reader is
         directed for additional information.

         RESULTS OF OPERATIONS

         The Company's net income decreased $1.8 million and $2.5 million for
         the third quarter and first nine months of 2002 when compared to the
         third quarter and first nine months of 2001. The decreases are
         primarily in the Employee Benefits segment.

         Premium and fee income decreased $1.7 million and $7.0 million for the
         third quarter and first nine months of 2002 when compared to the third
         quarter and first nine months of 2001. The decreases are primarily due
         to membership decline in the Employee Benefits segment.

         Net investment income decreased $66 thousand for the third quarter and
         increased $625 thousand for the first nine months of 2002 when
         compared to the third quarter and first nine months of 2001. The
         increase for the first nine months is due to an increase in investment
         assets associated with an increase in Business Owned Life Insurance
         (BOLI) policy reserves.

         The Company had a realized investment gain of $77 thousand for the
         first nine months of 2002. The $369 thousand decrease from the same
         period last year is the result of investment yield enhancement
         activity on the sale of available-for-sale securities in the first
         nine months of 2001.

         Benefits and expenses increased $1.3 million for the third quarter of
         2002 when compared to the third quarter of 2001. The increase is
         primarily in the Financial Services segment.


<PAGE>



         Benefits and expenses decreased $2.3 million for the first nine months
         of 2002 when compared to the same period last year due to a
         combination of lower group life and health claims and an
         administrative expense reduction related to reduced membership in the
         Employee Benefits segment.

         General account assets are up $20.8 million at September 30, 2002 when
         compared to year ended December 31, 2001 primarily due to growth in
         BOLI policy reserves.

         Historically, the 401(k) business unit had been included with the
         Employee Benefits segment. In order to capitalize on administrative
         system efficiencies and group pension expertise, the 401(k) business
         is now administered by the Financial Services segment. As a result,
         prior period segment results have been reclassified to conform with
         this change.

         SEGMENT RESULTS

         Employee Benefits

         Following is a summary of certain financial data of the Employee
         Benefits segment:
<TABLE>
<CAPTION>
<S>                                              <C>               <C>               <C>                 <C>

                                                     Three Months Ended                   Nine Months Ended
                 Operating Summary                      September 30,                       September 30,
                                               --------------------------------    ---------------------------------
                    [Thousands]                    2002              2001              2002               2001
         ----------------------------------    --------------    --------------    --------------     --------------
         Premium Income                          $   1,765        $    4,056         $   6,827          $  12,978
         Fee Income                                    957             1,099             2,790              4,270
         Net investment
           Income                                      408               543             1,233              1,151
         Realized gains (losses)
           on investments                                4                (1)               59                (39)
                                               --------------    --------------    --------------     --------------
           Total revenues                            3,134             5,697            10,909             18,360

         Total benefits and
           expenses                                  2,358             2,155             8,100             11,327
         Income tax expenses                           346             1,471             1,141              2,924
                                               --------------    --------------    --------------     --------------
           Net income                            $     430         $   2,071         $   1,668           $  4,109
                                               ==============    ==============    ==============     ==============

         Self funded premium
         equivalents                             $   4,112         $  11,988         $  16,509           $ 31,791
                                               --------------    --------------    --------------     --------------

         Employee Benefits net income decreased $1.6 million and $2.4 million
         for the third quarter and first nine months of 2002 when compared to
         the third quarter and first nine months of 2001. The decrease was
         primarily due to an expense loss due to lower recoveries from reduced
         membership and poor morbidity in both aggregate and specific stop
         loss.

         Premium and fee income decreased $2.4 million and $7.6 million for the
         third quarter and first nine months of 2002 when compared to the third
         quarter and first nine months of 2001. The decrease is due primarily
         to higher termination rates on the block of business.

         Net investment income decreased $135 thousand for the third quarter
         and increased $82 thousand for the first nine months of 2002 when
         compared to the third quarter and first nine months of 2001. These
         changes were primarily the result of allocating Corporate to the
         segments.

<PAGE>



         Total benefits and expenses decreased $3.2 million for the first nine
         months of 2002 when compared to the first nine months of 2001. The
         decrease for the first nine months of 2002 when compared to the first
         nine months of 2001 was due to a combination of lower group life and
         health claims and an administrative expense reduction related to
         reduced membership.

         Self funded premium equivalents decreased $7.9 million and $15.3
         million in the third quarter and first nine months of 2002 when
         compared to the same periods in 2001 primarily due to membership
         decline associated with higher terminations.

         Financial Services

         The following is a summary of certain financial data of the Financial
         Services segment:

                 Operating Summary              Three Months Ended September              Nine Months Ended
                                                             30,                            September 30,
                                               --------------------------------    ---------------------------------
                    [Thousands]                    2002              2001              2002               2001
         ----------------------------------    --------------    --------------    --------------     --------------
         Premium Income                         $      560        $     (101)       $      540         $       (7)
         Fee Income                                    210                94               395                283
         Net investment
           Income                                    2,656             2,587             8,295              7,752
         Realized gains (losses)
           on investments                               (4)                1                18                485
                                               --------------    --------------    --------------     --------------
           Total revenues                            3,422             2,581             9,248              8,513

         Total benefits and expenses                 3,303             2,170             8,278              7,383
         Income tax expenses                            89               184               385                477
                                               --------------    --------------    --------------     --------------
           Net income (loss)                    $       30        $      227        $      585         $      653
                                               ==============    ==============    ==============     ==============

         Deposits for investment
           -type contracts                      $    1,038        $    2,257        $    3,278         $    9,886
                                               --------------    --------------    --------------     --------------
         Deposits to separate accounts               3,061             1,040             7,025              6,419
                                               --------------    --------------    --------------     --------------
</TABLE>
         Net Income for Financial Services decreased $197 thousand and $68
         thousand for the third quarter and first nine months of 2002 when
         compared to the third quarter and first nine months of 2001. The
         decrease in quarter is the result of expense losses in public/
         nonprofit and 401(K) lines of business. The decrease in earnings for
         the nine months ended is related to the reduction of capital gains
         from 2001.

         Premium income increased $661 thousand and $547 thousand for the third
         quarter and for the first nine months of 2002 when compared to the
         same periods in 2001 primarily due to the new insurance premiums on
         the individual life policies sold in the quarter.

         Fee income increased $116 thousand and $112 thousand for the third
         quarter and for the first nine months of 2002 when compared to the
         same periods in 2001 primarily due to fees received on the 5,153 new
         group annuity participants.

         The Company had a realized investment gain of $18 thousand for the
         nine months of 2002. The $467 thousand decrease from the same period
         last year is the result of investment yield enhancement activity on
         the sale of available-for-sale securities during the first nine months
         of 2001.

         Benefits and expenses increased $1.1 million and $895 thousand in
         third quarter and first nine months of 2002, when compared to the same
         periods in 2001, due to increased administrative costs and commission
         costs on the new business sold in 2002.



<PAGE>



         Deposits for investment-type contracts decreased $1.2 million and $6.6
         million for the third quarter and first nine months of 2002 when
         compared to the third quarter and first nine months of 2001. The
         decrease was due to lower sales of BOLI products. BOLI sales generally
         represent large single-deposit contracts, the timing of which can
         significantly impact individual quarters.

         Deposits to separate accounts increased $2.0 million and $606 thousand
         for the third quarter and the first nine months of 2002 when compared
         to the third quarter and the first nine months of 2001 due to
         volatility in U.S. equity markets.

         GENERAL ACCOUNT INVESTMENTS

         The Company's primary investment objective is to acquire assets with
         duration and cash flow characteristics reflective of the Company's
         liabilities, while meeting industry, size, issuer, and geographic
         diversification standards. Formal liquidity and credit quality
         parameters have also been established.

         Fixed maturity investments include public and privately placed
         corporate bonds, government bonds and mortgage-backed and asset-backed
         securities. Private placement investments that are primarily in the
         held-to-maturity category are generally less marketable than publicly
         traded assets, yet they typically offer covenant protection that
         allows the Company, if necessary, to take appropriate action to
         protect its investment. The Company believes that the cost of the
         additional monitoring and analysis, required by private placements, is
         more than offset by their enhanced yield.

         One of the Company's 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 by credit rating is
         summarized as follows:
<TABLE>
<CAPTION>

                                                                  September 30,               December 31,
                                                                      2002                        2001
                                                              ----------------------     -----------------------
<S>                                                                        <C>                         <C>

                                 AAA                                      61.5  %                     65.0  %
                                 AA                                       11.8  %                      6.8  %
                                  A                                       10.6  %                     11.9  %
                                 BBB                                       9.9  %                     13.9  %
                            BB and Lower                                   6.2  %                      2.4  %
                                                              ----------------- ----     ------------------ ----

                                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 under changing market
         conditions, the Company's 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 nine months ended September 30, 2002, net unrealized gains
         on fixed maturities included in stockholders' equity, which is net of
         policyholder-related amounts and deferred income taxes, increased
         surplus by $3.6 million.



<PAGE>



         CRITICAL ACCOUNTING POLICIES

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         the Company's management to make a variety of estimates and
         assumptions. These estimates and assumptions affect, among other
         things, the reported amounts of assets and liabilities, the disclosure
         of contingent liabilities and the reported amounts of revenues and
         expenses. Actual results can differ from the amounts previously
         estimated, which were based on the information available at the time
         the estimates were made.

         The critical accounting policies described below are those that the
         Company believes are important to the portrayal of the Company's
         financial condition and results, and which require management to make
         difficult, subjective and/or complex judgments. Critical accounting
         policies cover accounting matters that are inherently uncertain
         because the future resolution of such matters is unknown. The Company
         believes that critical accounting policies include policy reserves,
         allowances for credit losses, deferred policy acquisition costs, and
         valuation of privately placed fixed maturities.

         Policy Reserves

         Life Insurance and Annuity Reserves - Life insurance and annuity
         policy reserves with life contingencies are computed on the basis of
         estimated mortality, investment yield, withdrawals, future maintenance
         and settlement expenses, and retrospective experience rating premium
         refunds. Annuity contract reserves without life contingencies are
         established at the contractholder's account value.

         Reinsurance - Policy reserves ceded to other insurance companies are
         carried as a reinsurance receivable on the balance sheet. The cost of
         reinsurance related to long-duration contracts is accounted for over
         the life of the underlying reinsured policies using assumptions
         consistent with those used to account for the underlying policies.
         Reinsurance contracts do not relieve the Company from its obligations
         to policyholders. Failure of reinsurers to honor their obligations
         could result in losses to the Company. The Company evaluates the
         financial condition of its reinsurers and monitors concentrations of
         credit risk arising from similar geographic regions, activities, or
         economic characteristics of the reinsurers to minimize its exposure to
         significant losses from reinsurer insolvencies. In the normal course
         of business, the Company seeks to limit its exposure to loss on any
         single insured and to recover a portion of benefits paid by ceding
         risks to other insurance enterprises under excess coverage and
         co-insurance contracts. The Company retains 100% of the first $50
         thousand of coverage per individual life and has a maximum of $250
         thousand of coverage per individual life.

         Policy and Contract Claims - Policy and contract claims include
         provisions for reported life and health claims in process of
         settlement, valued in accordance with the terms of the related
         policies and contracts, as well as provisions for claims incurred and
         unreported based primarily on prior experience of the Company.

         Allowance For Credit Losses

         The Company maintains an allowance for credit losses at a level that,
         in management's opinion, is sufficient to absorb credit losses on its
         amounts receivable related to uninsured accident and health plan
         claims paid on behalf of policyholders and premiums in course of
         collection. Management's judgement is based on past loss experience
         and current and projected economic conditions.

         Deferred Policy Acquisition Costs

         Policy acquisition costs, which primarily consist of sales commissions
         and costs associated with the Company's group sales representatives
         related to the production of new business, have been deferred to the
         extent recoverable. These costs are variable in nature and are
         dependent upon sales volume. Deferred costs associated with the
         annuity products are being amortized over the life of the contracts in
         proportion to the emergence of gross profits. Retrospective
         adjustments of these amounts are made when the Company revises its
         estimates of current or future gross profits. Deferred costs
         associated with traditional life insurance are amortized over the
         premium paying period of the related policies in proportion to premium
         revenues recognized.

         Valuation Of Privately Placed Fixed Maturities

         The estimated fair values of financial instruments have been
         determined using available information and appropriate valuation
         methodologies. However, considerable judgement is required to
         interpret market data to develop estimates of fair value. Accordingly,
         the estimates presented are not necessarily indicative of the amounts
         the Company could realize in a current market exchange. The use of
         different market assumptions and/or estimation methodologies may have
         a material effect on the estimated fair value amounts.

         To determine fair value for fixed maturities not actively traded, the
         Company utilizes discounted cash flows calculated at current market
         rates on investments of similar quality and term.

         LIQUIDITY AND CAPITAL RESOURCES

         The Company's 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 has remained strong, as evidenced
         by significant amounts of short-term investments and cash that totaled
         $15.6 million and $11.7 million as of September 30, 2002 and December
         31, 2001, respectively.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's assets are purchased to fund future benefit payments to
         its policyholders and contractholders. The primary risk of these
         assets is exposure to rising interest rates.

         To manage interest rate risk, the Company invests in assets that are
         suited to the products that it sells. For products with uncertain
         timing of benefit payments such as life insurance, the Company invests
         in fixed income assets with expected cash flows that are earlier than
         the expected timing of the benefit payments. The Company can then
         react to changing interest rates as these assets mature for
         reinvestment.

         There are no significant changes to the Company's risk from December
         31, 2001.

Item 4.  CONTROLS AND PROCEDURES

         Based on their evaluation as of October 25, 2002, the Chief Executive
         Officer and Chief Financial Officer have concluded that the Company's
         Disclosure Controls and Procedures are effective in ensuring that
         information relating to the Company and its subsidiaries which is
         required to be disclosed in reports filed under the Securities
         Exchange Act of 1934 is (i) accumulated, processed and reported in a
         timely manner; and (ii) communicated to the Company's senior
         management, including the President and Chief Executive Officer and
         the Executive Vice President and Chief Financial Officer, so that
         timely decisions may be made regarding disclosure.

         The Chief Executive Officer and Chief Financial Officer hereby confirm
         that, since the date of their evaluation on October 25, 2002, there
         were no significant changes in the Company's internal controls or in
         other factors that could significantly affect these internal controls
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

         There are no material pending legal proceedings to which the Company
         or any of its subsidiaries 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

                  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:November 14, 2002
   -----------------------------------------------------      -----------------
   Glen R. Derback, Vice President and Treasurer
   (Duly authorized officer and chief accounting officer)




<PAGE>



CERTIFICATIONS

I, William T. McCallum, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of First Great-West
     Life & Annuity Insurance Company (the "registrant");

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
     have:

a)   designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusion about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of
     the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and
     material weaknesses.


     Date: November 14, 2002


                                /s/ William T. McCallum
                               --------------------------------------
                               William T. McCallum
                               Chairman, President and Chief Executive Officer

I, Mitchell T.G. Graye, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of First Great-West
     Life & Annuity Insurance Company (the "registrant");

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
     have:

a.   designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

b.   evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

c.   presented in this quarterly report our conclusion about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of
     the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

a.   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

b.   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and
     material weaknesses.


     Date: November 14, 2002

                             /s/ Mitchell T.G. Graye
                           ---------------------------------
                           Mitchell T.G. Graye
                           Executive Vice President and Chief Financial Officer