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

                      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, 2001, 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>




                                TABLE OF CONTENTS


Part I   FINANCIAL INFORMATION                                       Page
                                                                  -----------
         Item 1   Financial Statements                                 3

                  Statements of Income                                 3

                  Balance Sheets                                       4

                  Statements of Cash Flows                             6

                  Statements of Stockholder's Equity                   7

                  Notes to Financial Statements                        8

         Item 2   Management's Discussion and Analysis of
                  Financial Condition and Results of Operations       10

         Item 3   Quantitative and Qualitative Disclosures
                  About Market Risk                                   15

Part II  OTHER INFORMATION                                            15

         Item 1   Legal Proceedings                                   15

         Item 6   Exhibits and Reports on Form 8-K                    15

         Signature                                                    15



<PAGE>



PART I     FINANCIAL INFORMATION

ITEM 1     FINANCIAL STATEMENTS

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

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

                                                    Three Months Ended                     Nine Months Ended
                                                       September 30,                         September 30,
                                             ----------------------------------    ----------------------------------
                                                 2001                2000               2001               2000
                                             --------------     --------------- -- --------------- --- --------------
REVENUES:
  Premium and fee income                 $          5,246   $          4,540    $        17,524    $         14,390
  Net investment income                             3,130              2,676              8,903               7,540
  Realized gains on
    Investments                                                                             446                 296
                                             --------------     ---------------    ---------------     --------------

                                                    8,376              7,216             26,873              22,226
                                             --------------     ---------------    ---------------     --------------

BENEFITS AND EXPENSES:
  Life and other policy benefits                      911              2,237              9,035              10,760
  Change in reserves                                 (191)                39               (895)               (631)
  Interest paid or credited to
    contractholders                                 1,725              1,736              5,625               5,136
  General and administrative
    expenses                                        1,978                535              4,945               2,164
                                             --------------     ---------------    ---------------     --------------

                                                    4,423              4,547             18,710              17,429
                                             --------------     ---------------    ---------------     --------------

INCOME BEFORE INCOME
  TAXES                                             3,953              2,669              8,163               4,797

PROVISION FOR INCOME
  TAXES:
  Current                                           1,645              1,797              3,361               2,914
  Deferred                                             10               (714)                40                (955)
                                             --------------     ---------------    ---------------     --------------

                                                    1,655              1,083              3,401               1,959
                                             --------------     ---------------    ---------------     --------------

NET INCOME                               $          2,298   $          1,586    $         4,762    $          2,838
                                             ==============     ===============    ===============     ==============

</TABLE>




See notes to financial statements.


<PAGE>



FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

BALANCE SHEETS
[Dollars in Thousands Except for Share Information]
<TABLE>
<CAPTION>
<S>                                                                              <C>                     <C>
------------------------------------------------------------------------------------------------------------------------------------


                                                                           September 30,            December 31,
ASSETS                                                                         2001                     2000
------
                                                                        --------------------    ---------------------
                                                                            [unaudited]

INVESTMENTS:

  Fixed Maturities:
    Available-for-sale, at fair value
      (amortized cost $171,178 and $148,522)                        $            179,208     $           150,631
  Short-term investments, available-for-sale
    (cost approximates fair value)                                                 1,340                  15,907
                                                                        --------------------    ---------------------

    Total investments                                                            180,548                 166,538

  Cash                                                                             3,125                   8,462
  Reinsurance receivable                                                           2,488                   1,924
  Deferred policy acquisition costs                                                                        1,717
  Investment income due and accrued                                                1,947                   1,325
  Uninsured claims receivable                                                      4,068                   2,069
  Due from parent corporation                                                      3,865                  10,207
  Other assets                                                                     8,416                   4,596
  Premiums in course of collection                                                   102                   2,502
  Deferred income taxes                                                                                    1,107
  Separate account assets                                                         42,835                  47,359
                                                                      --------------------    ---------------------

TOTAL ASSETS                                                        $            247,394     $           247,806
                                                                        ====================    =====================

                                                                                                    (continued)


<PAGE>



FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

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

                                                                           September 30,            December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                                           2001                     2000
------------------------------------
                                                                        --------------------    ---------------------
                                                                            [unaudited]

POLICY BENEFIT LIABILITIES:

  Policy reserves                                                   $            152,539     $           137,657
  Policy and contract claims                                                       3,261                   3,851
  Policyholders' funds                                                             2,359                   2,762

GENERAL LIABILITIES:

  Other liabilities                                                                2,480                  20,103
  Separate account liabilities                                                    42,835                  47,359
  Deferred taxes                                                                     385
                                                                        --------------------    ---------------------

    Total liabilities                                                            203,859                 211,732
                                                                        --------------------    ---------------------

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                                           3,781                   1,082
  Retained earnings                                                                8,654                   3,892
                                                                        --------------------    ---------------------

    Total stockholder's equity                                                    43,535                  36,074
                                                                        --------------------    ---------------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                          $            247,394     $           247,806
                                                                        ====================    =====================

See notes to financial statements.                                                                  (Concluded)

</TABLE>

<PAGE>



FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

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

                                                                                     Nine Months Ended
                                                                                       September 30,
                                                                        ---------------------------------------------
                                                                               2001                     2000
                                                                        --------------------    ---------------------
OPERATING ACTIVITIES:

  Net income                                                        $              4,762     $             2,838
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Amortization of investments                                                   (1,001)                   (658)
    Realized gains (losses) on disposal of investments                              (446)                   (296)
    Depreciation and amortization                                                    189
    Deferred income taxes                                                             40                    (955)
  Changes in assets and liabilities:
    Policy benefit liabilities                                                     4,653                   4,531
    Reinsurance recoverable                                                         (564)                   (597)
    Boli suspense                                                                 (7,761)
    Cash overdraft                                                                (7,014)                    420
    Accrued interest and other receivables                                         1,778                  (2,541)
    Other, net                                                                    (8,909)                 (3,015)
                                                                        --------------------    ---------------------

    Net cash (used in) provided by operating activities                          (14,273)                   (273)
                                                                        --------------------    ---------------------

INVESTING ACTIVITIES:

  Proceeds from maturities and redemptions
    of investments:
    Fixed maturities:
      Held-to-maturity                                                                                       667
      Available-for-sale                                                          35,033                  40,037
  Purchases of investments:
    Fixed maturities
      Held-to-maturity                                                                                   (14,144)
      Available-for-sale                                                         (41,675)                (61,308)
                                                                        --------------------    ---------------------

    Net cash used in investing activities                                         (6,642)                (34,748)
                                                                        --------------------    ---------------------

FINANCING ACTIVITIES:
  Contract deposits, net of withdrawals                                            9,236                  36,171
  Due to Parent Corporation                                                        6,342                     915
                                                                        --------------------    ---------------------

    Net cash provided by financing activities                                     15,578                  37,086

NET (DECREASE) INCREASE IN CASH                                                   (5,337)                  2,065

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

CASH, END OF PERIOD                                                 $              3,125     $             7,508
                                                                        ====================    =====================

See notes to financial statements.

</TABLE>


<PAGE>



FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
<TABLE>
<CAPTION>
<S>                                <C>           <C>           <C>             <C>                 <C>             <C>
------------------------------------------------------------------------------------------------------------------------------------
[Unaudited]

                                                                                Accumulated
                                      Common Stock            Additional           Other
                               ---------------------------      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                                                                                          4,762           4,762
  Other comprehensive income                                                          2,699                           2,699
                                                                                                                  -----------
  Comprehensive income                                                                                                7,461
                               -----------     -----------    ------------    ----------------    ------------    -----------

BALANCES, SEPTEMBER 30, 2001       2,500   $       2,500   $     28,600    $          3,781    $      8,654    $     43,535
                               ===========     ===========    ============    ================    ============    ===========

</TABLE>




See notes to financial statements.


<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 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 Company's latest annual report on Form 10-K for the year ended
         December 31, 2000.

         Operating results for the nine months ended September 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 is 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.

         Effective April 1, 2001, the Company adopted Emerging Issues Task Force
         Issue No. 99-20, Recognition of Interest Income and Impairment on
         Purchased and Retained Beneficial Interest in Securitized Financial
         Assets (EITF 99-20). This pronouncement requires investors in certain
         asset-backed securities to record changes in their estimated yield on a
         prospective basis and to apply specific evaluation methods to these
         securities for an other-than-temporary decline in value. The adoption
         of EITF 99-20 did not have a material impact on the Company's financial
         position or results of operations.

         On June 29, 2001 Statement of Financial Accounting Standards (SFAS) No.
         141, "Business Combinations" was approved by the 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.

<PAGE>

         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.

         In August 2001, the FASB issued SFAS 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 is effective beginning January 1, 2002, with
         earlier adoption encouraged. Although management is still reviewing the
         provisions of the statement, it does not expect SFAS No.144 to have a
         material impact on the Company's financial position or results of
         operations, upon adoption.

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 Company's report on Form 10-K
         for the year ended December 31, 2000, for additional information on the
         Company's organization.

         On October 6, 1999, the Parent entered into an agreement (the
         Agreement) with Allmerica Financial Corporation ("Allmerica") to
         acquire Allmerica's 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 under-written, 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.


<PAGE>

<TABLE>
<CAPTION>
<S>                                           <C>                 <C>               <C>                  <C>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                                  Three Months Ended                     Nine Months Ended
              Operating Summary                     September 30,                          September 30,
                                          ----------------------------------- -- -----------------------------------
                 [Thousands]                  2001               2000                2001                2000
         ----------------------------     -------------    ------------------    -------------     -----------------

         Premium income               $       4,053     $         3,555       $     12,971     $          9,754
         Fee income                           1,193                 985              4,553                4,636
         Net investment
           income                             3,129               2,676              8,903                7,540
         Realized gains
           on investments                                                              446                  296
                                          -------------    ------------------    -------------     -----------------
           Total revenues                     8,375               7,216             26,873               22,226

         Total benefits and
           expenses                           4,423               4,547             18,710               17,429
         Income tax expenses                  1,655               1,083              3,401                1,959
                                          -------------    ------------------    -------------     -----------------
           Net income                 $       2,297     $         1,586       $      4,762     $          2,838
                                          =============    ==================    =============     =================

         Deposits for
           investment-type
           contracts                  $       2,256     $        36,100       $      9,886     $         36,264
         Deposits to separate
           accounts                           1,040               2,743              6,419                6,866

                Balance Sheet                                                     Sept. 30,          December 31,
                 [Thousands]                                                         2001                2000
         ----------------------------                                            -------------     -----------------

         Investment assets                                                    $      180,548   $           166,538
         Separate account
           assets                                                                     42,835                47,359
         Total assets                                                                247,394               247,806
         Total policy benefit
           liabilities                                                               158,159               144,270
         Total stockholder's
           equity                                                                     43,535                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
         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, 2001, compared with December 31, 2000, and
         its results of operations for the three months and nine months ended
         September 30, 2001, 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, 2000 to which the reader is
         directed for additional information.

         RESULTS OF OPERATIONS

         The Company's net income increased $711 thousand and $1.9 million for
         the third quarter and first nine months of 2001 when compared to the
         third quarter and first nine 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 income increased $498 thousand and $3.2 million for the third
         quarter and first nine months of 2001 when compared to the third
         quarter and first nine months of 2000. The increases are due to
         increased premiums related to the group health and life business
         purchased from Allmerica.

         Net investment income increased $453 thousand and $1.4 million for the
         third quarter and first nine months of 2001 when compared to the third
         quarter and first nine months of 2000. The increase for the third
         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 gain of $446 thousand for the
         first nine months of 2001. This gain is due to sales of fixed income
         securities in a favorable interest rate environment when compared to
         the same period in 2000.

         The decrease in benefits and expenses during the third quarter compared
         to the prior year is due to better morbidity in the third quarter in
         group health and the increase in benefits and expenses for the nine
         months of 2001 is primarily due to the additional claims on the group
         health business associated with the Allmerica purchase. Expenses have
         also increased as the Company incurred additional costs to administer
         the larger group health and life business.

         There were no significant changes in total assets and liabilities for
         the first nine months of 2001 when compared to year ended December 31,
         2000.


<PAGE>



         SEGMENT RESULTS

         Employee Benefits

         The results below reflect the operations for the Employee Benefits
         segment for the third quarter and first nine months of 2001:

<TABLE>
<CAPTION>
<S>                                             <C>                 <C>                <C>                 <C>

              Operating Summary             Three Months Ended Sept. 30,            Nine Months Ended Sept. 30,
                                         -----------------------------------     -----------------------------------
                 [Thousands]                  2001               2000                2001                2000
         ----------------------------    ---------------    ----------------     --------------     ----------------

         Premium Income               $         4,057    $          3,557    $         12,979   $           9,653
         Fee Income                             1,101                 888               4,273               4,365
         Net investment
           income                                 545                 151               1,151                 711
         Realized losses
           on investments                          (3)                                    (39)
                                         ---------------    ----------------     --------------     ----------------
           Total revenues                       5,700               4,596              18,364              14,729

         Total benefits and
           expenses                             2,192               2,397              11,367              11,078
         Income tax expenses                    1,457                 935               2,909               1,491
                                         ---------------    ----------------     --------------     ----------------
           Net income                 $         2,051    $          1,264    $          4,088   $           2,160
                                         ===============    ================     ==============     ================


         Deposits for investment-
           type contracts             $                  $                   $                  $
         Deposits to separate
           accounts                   $           217    $                   $            525   $
</TABLE>

         Employee Benefits net income increased $787 thousand and $1.9 million
         for the third quarter and first nine months of 2001 when compared to
         the third quarter and first nine months of 2000. The increase was
         primarily due to favorable morbidity in the segment's group health
         business especially related to the Allmerica acquisition.

         Premium income increased $500 thousand and $3.3 million for the third
         quarter and first nine months of 2001 when compared to the third
         quarter and first nine months of 2000. The increases are due primarily
         to the acquisition of Allmerica's group life and health business.

         Net investment income increased $394 thousand and $440 thousand for the
         third quarter and first nine months of 2001 when compared to the third
         quarter and first nine months of 2000. The increase was primarily the
         result of better cash flow in 2001.

         Total benefits and expenses decreased $205 thousand and increased $289
         thousand for the third quarter and first nine months of 2001 when
         compared to the third quarter and first nine months of 2000. The
         decrease was due primarily to more favorable morbidity in the group
         health business, and the increase for the first nine months ended
         September 30, 2001 was due primarily to increased operating expenses.

<PAGE>


         Financial Services

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

         Premium income               $            (4)   $             (2)   $             (8)  $             101
         Fee income                                92                  97                 280                 271
         Net investment
           income                               2,584               2,525               7,752               6,829
         Realized gains
           on investments                           3                                     485                 296
                                         ---------------    ----------------     --------------     ----------------
           Total revenues                       2,675               2,620               8,509               7,497

         Total benefits and
           expenses                             2,231               2,150               7,343               6,351
         Income tax expenses                      198                 148                 492                 468
                                         ---------------    ----------------     --------------     ----------------
           Net income                 $           246    $            322    $            674   $             678
                                         ===============    ================     ==============     ================

         Deposits for investment-
           type contracts             $         2,257    $         36,101    $          9,886   $          36,264
         Deposits to separate
           accounts                   $           823    $          2,743    $          5,894   $           6,866

</TABLE>

         Net Income for Financial Services decreased $76 thousand or 24% for the
         third quarter of 2001 when compared to the third quarter of 2000. The
         decrease was primarily due to growth in operating expenses exceeding
         the increase in fee income. Net income for Financial Services had no
         significant change for the first nine months of 2001 when compared to
         the first nine months of 2000.

         Premium income for Financial Services decreased $109 thousand for the
         first nine months of 2001 when compared to the first nine months of
         2000. The decreases were 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 $923 thousand for the first nine months
         of 2001 when compared to the first nine months of 2000 due to growth in
         BOLI assets.

         Deposits for investment-type contracts decreased for the third quarter
         and the first nine months of 2001 when compared to the third quarter
         and the first nine months of 2000. The decreases were due to a decrease
         in sales of BOLI products. BOLI sales generally represent large
         single-deposit contracts, the timing of which can significantly impact
         individual quarters.


<PAGE>


         GENERAL ACCOUNT INVESTMENTS

         The Company's primary investment objective is to acquire assets whose
         durations and cash flows reflect the characteristics of the Company's
         liabilities, while meeting industry, size, issuer, and geographic
         diversification standards. Formal liquidity and credit quality
         parameters have also been established. 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 (both
         available-for-sale and held-to-maturity) by credit rating is summarized
         as follows:
<TABLE>
<CAPTION>
<S>                                                                       <C>                         <C>
                                                                  September 30,               December 31,
                                                                      2001                        2000
                                                              ----------------------     -----------------------

         AAA                                                              64.2  %                     62.8  %
         AA                                                                9.3  %                     14.3  %
         A                                                                 9.1  %                      7.3  %
         BBB                                                              17.4  %                     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 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, 2001, net unrealized gains
         on fixed maturities included in stockholders' equity, which is net of
         policyholder-related amounts and deferred income taxes, increased
         surplus by $2.7 million.

         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 is strong, as evidenced by
         significant amounts of short-term investments and cash, which totaled
         $4.5 million and $24.4 million as of September 30, 2001 and December
         31, 2000, respectively.


<PAGE>



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, 2000.


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, 2001
    --------------------------------------------             -------------------
    Glen R. Derback, Vice President and Controller
    (Duly authorized officer and chief accounting officer)