FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For the quarterly period ended                           March 31, 2000
                                  ----------------------------------------------

                                       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

                                    --------------------------------------------

                        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
                                         (I.R.S. Employer Identification Number)
               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 March  31,  2000,  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.


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                                       13

                                TABLE OF CONTENTS
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<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                         Page

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

               Item 1   Financial Statements

                        Statements of Income                                                3

                        Balance Sheets                                                      4

                        Statements of Cash Flows                                            5

                        Notes to Financial Statements                                       6

               Item 2   Management's Discussion and Analysis of Financial                   7
                        Condition and Results of Operations

Part II        OTHER INFORMATION

               Item 1   Legal Proceedings                                                 12

               Item 6   Exhibits and Reports on Form 8-K                                  12

               Signatures                                                                  12
</TABLE>











PART I   FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF INCOME
(Dollars in Thousands)
--------------------------------------------------------------------------------
(Unaudited)
                                                       Three Months Ended
                                                            March 31,
                                                  ------------------------------
                                                      2000            1999
                                                  --------------  --------------
REVENUES:
  Premium and fee income                         $   5,135      $      345
  Net investment income                              2,292           1,286
  Realized gains (losses) on investments                97             (21)
                                                  --------------  --------------
                                                     7,524           1,610
                                                  --------------  --------------
BENEFITS AND EXPENSES:
  Life and other benefits                            4,844
  Change in reserves                                  (956)
  Interest paid or credited to contractholders       1,194           1,190
  General and administrative expenses                1,054             368
                                                  --------------  --------------

                                                     6,136           1,558
                                                  --------------  --------------

INCOME BEFORE INCOME TAXES                           1,388              52

PROVISION FOR INCOME TAXES:
   Current                                             467             280
   Deferred                                            102            (258)
                                                  --------------  --------------

                                                       569              22
                                                  --------------  --------------

NET INCOME                                       $     819      $       30
                                                  ==============  ==============





See notes to financial statements.

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

BALANCE SHEETS
(Dollars in Thousands)
--------------------------------------------------------------------------------

                                                      March 31,      December
                                                                        31,
                                                        2000           1999
                                                     ------------   ------------
ASSETS                                               (Unaudited)
------

INVESTMENTS:
    Fixed maturies:
       Held-to-maturity at amortized cost
       (fair value $49,242 and $35,335)            $     50,750  $      37,050
       Available-for-sale, at fair value
       (amortized cost $96,794 and $77,740)              94,267         74,149
    Short-term investments, available-for-sale
       (cost approximates fair value)                     1,399          1,600
                                                     ------------   ------------

      Total Investments                                 146,416        112,799

Cash                                                     10,284          5,443
Reinsurance receivable                                    1,993          1,426
Deferred policy acquisition costs                         1,664          1,702
Investment income due and accrued                         1,716          1,204
Due from Parent Corporation                               2,424          3,302
Other assets                                              2,487          3,366
Premiums in course of collection                          1,329            537
Deferred income taxes                                     1,576          2,050
Separate account assets                                  44,438         39,881
                                                     ------------   ------------

TOTAL ASSETS                                       $    214,327  $     171,710
                                                     ============   ============

LIABILITIES AND STOCKHOLDER'S EQUITY

POLICY BENEFIT LIABILITIES:
    Policy reserves                                $     94,335  $      93,434
    Policy and contract claims                            2,577          4,894
    Policyholder's funds                                    172             93

GENERAL LIABILITIES:
    Other liabilities                                    40,680          2,794
    Separate account liabilities                         44,438         39,881
                                                     ------------   ------------

      Total Liabilities                                 182,202        141,096
                                                     ------------   ------------

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 (loss)        (1,642)        (2,334)
    Retained earnings                                     2,667          1,848
                                                     ------------   ------------

      Total Stockholder's Equity                         32,215         30,614
                                                     ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY         $    214,327  $     171,710
                                                     ============   ============

See notes to financial statements.

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
--------------------------------------------------------------------------------
(Unaudited)
                                                          Three Months Ended
                                                              March 31,
                                                       -------------------------
                                                          2000          1999
                                                       -----------   -----------

OPERATING ACTIVITIES:
    Net income                                       $       819  $         30
    Adjustments to reconcile net income to
      net cash provided by operating activities:
       Amortization of investments                            (6)           14
       Realized (gains) losses on disposal of                (97)           21
investments

       Deferred income taxes                                 102          (258)
    Changes in assets and liabilities:
        Accrued interest and other receivables            (1,304)          (40)
        Life insurance and annuity reserves               (2,285)        1,383
        Reinsurance recoverable                             (567)          (26)
        Other, net                                        38,881         1,698
                                                       -----------   -----------
                 Net cash provided by (used in)           35,543         2,822
operating activities
                                                       -----------   -----------

INVESTING ACTIVITIES:
Proceeds from maturities and redemptions
investments:
    Fixed maturities:
      Held-to-maturity                                       457           216
      Available-for-sale                                  23,101         5,215
Purchases of investments:
    Fixed maturities:
      Held-to-maturity                                   (14,144)
      Available-for-sale                                 (41,863)       (4,435)
                                                       -----------   -----------

                 Net cash provided by (used in)          (32,449)          996
investing activities
                                                       -----------   -----------

FINANCING ACTIVITIES:
   Contract deposits, net of withdrawals                     869         4,557
   Due to Parent Corporation                                 878        (2,460)
                                                       -----------   ----------

              Net cash provided by (used in)               1,747         2,097
financing activities
                                                       -----------   ----------

NET INCREASE (DECREASE) IN CASH                            4,841         5,915

CASH, BEGINNING OF YEAR                                    5,443           705
                                                       -----------   ----------

CASH, END OF PERIOD                                  $    10,284  $      6,620
                                                       ===========   ==========




See notes to financial statements.

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

NOTES TO 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, as amended, for the year ended December
      31, 1999.

      Operating  results  for the three  months  ended  March  31,  2000 are not
      necessarily  indicative  of the results  that may be expected for the full
      year ending December 31, 2000.

2.    OTHER

      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 underwritten and retained by the Company upon each policy renewal date.
      The  purchase   price  is  based  on  a  percentage  of  the  premium  and
      administrative fees in-force at March 1, 2000, and March 1, 2001.

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

                                                      Three Months Ended
                                                           March 31,
                                                 ------------------------------
      Operating Summary (Thousands)                  2000             1999
      -----------------------------------------  --------------   -------------
      Premiums and fee income                  $      5,135    $         345
      Net investment income                           2,292            1,286
      Realized gains (losses) on investments             97              (21)
                                                 --------------   -------------
           Total Revenues                             7,524            1,335

      Total benefits and expenses                     6,136            1,558
      Income tax expense                                569               22
                                                 --------------   -------------
           Net income                          $        819    $          30
                                                 ==============   =============

      Deposits for investment-type contracts   $        350    $       4,725
      Deposits to separate accounts                   2,001            2,473

                                                   March 31,     December 31,
      Balance Sheet (Thousands)                      2000            1999
      ----------------------------------------   --------------  --------------
      Investment assets                       $     146,416    $    112,799
      Separate account assets                        44,438          39,881
      Total assets                                  214,327         171,710
      Total policy benefit liabilities               97,084          98,421
      Total stockholder's equity                     32,125          30,614

      GENERAL

      The following  discussion addresses the financial condition of the Company
      as of March 31, 2000,  compared with December 31, 1999, and its results of
      operations  for the three months ended March 31, 2000,  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,  1999 to which the
      reader is directed for additional information.

      RESULTS OF OPERATIONS

      The  Company's  net income  increased  $789  thousand  for the first three
      months  of 2000 when  compared  to the first  three  months of 1999.  This
      increase  was  primarily  due to the increase in the group health and life
      business  related to the  December  1999  purchase of Alta Health and Life
      Insurance Company ("Alta").

      The Company  received a capital  contribution  of $16  million  during the
      second half of 1999. The capital contribution resulted in a large increase
      in invested assets in the second half of 1999, which in turn increased net
      investment income throughout the second half of 1999 and the first quarter
      of 2000.

      Premium and fee income  increased  $4.8 million for the first three months
      of 2000 when  compared to the first three months of 1999,  which is due to
      increased  premiums and fees related to the group health and life business
      purchased from Alta in December 1999.

      Net investment income increased $1.0 million, primarily due to an increase
      in invested  assets  related to BOLI,  as well as a capital  infusion from
      GWL&A of $16 million in June 1999.

      The  Company had a realized  investment  gain of $97  thousand  during the
      first  three  months  of  2000.  The gain  was the  result  of the sale of
      available-for-sale securities of $22.9 million.

      Total  benefits and expenses have  increased  primarily due the additional
      group health and life business  related to the purchase of Alta.  Expenses
      have also increased as the Company incurred additional costs to administer
      the group health and life business.

      SEGMENT RESULTS

      Employee Benefits

      On  December  1, 1999,  the  Employee  Benefits  segment  entered  into an
      assumption  reinsurance  transaction  with Alta. The results below reflect
      the operations for the Employee  Benefits segment for the first quarter of
      2000:

                                                 Three Months Ended March 31,
                                                --------------------------------
      Operating Summary (Thousands)                  2000             1999
      ----------------------------------------  ---------------  ---------------
      Premium and fee income                  $     5,051      $
      Net investment income                           546
      Realized investment gains (losses)                0
                                                --------------------------------
            Total revenues                          5,597

      Total benefits and expenses                   4,568
      Income tax expenses                             422
                                                ---------------  ---------------
            Net income                        $       607      $
                                                ===============  ===============






      Financial Services

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

                                                 Three Months Ended March 31,
                                                --------------------------------
      Operating Summary (Thousands)                  2000             1999
      ----------------------------------------  ---------------  ---------------
      Premium and fee income                  $        84      $       345
      Net investment income                         1,746            1,286
      Realized investment gains (losses)               97              (21)
                                                --------------------------------
            Total revenues                          1,927            1,610

      Total benefits and expenses                   1,568            1,558
      Income tax expenses                             147               22
                                                ---------------  ---------------
            Net income                        $       212      $        30
                                                ===============  ===============

      Deposits for investment type contracts          350            4,725
      Deposits to separate accounts                 2,001            2,473

      Net Income for Financial  Services  increased  $182 thousand for the first
      three months of 2000 when compared to the first three months of 1999.  The
      increase was  primarily  due to the interest on surplus and realized  bond
      gains.

      Premium and fee income for Financial  Services decreased $261 thousand for
      the first three months of 2000 when  compared to the first three months of
      1999.  The decrease  was  primarily  related to Bank Owned Life  Insurance
      ("BOLI")  products.  The nature of this type of product  can lead to large
      fluctuations from period to period.

      Net Investment  income  increased $460 thousand for the first three months
      of 2000 when compared to the first three months of 1999.  The increase was
      due to an increase in invested  assets as well as a capital  infusion from
      the Parent in the second half of 1999.

      Deposits  for  investment  type  contracts  decreased  for the first three
      months  of 2000  when  compared  to the first  three  months of 1999.  The
      decrease  was due to a decrease in sales of BOLI  products.  The nature of
      this type of product can lead to large fluctuations from period to period.

      GENERAL ACCOUNT INVESTMENTS

      The  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:

                                           March 31,       December 31,
               Credit Rating                 2000              1999
       -------------------------------  ----------------  ----------------

                    AAA                       61.9%             57.4%
                     AA                       14.2%             11.2%
                     A                         7.6%             10.1%
                    BBB                       16.3%             21.3%
                                        ----------------  ----------------
                   TOTAL                     100.0%            100.0%
                                        ================  ================

      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.   Through  dynamic   modeling,   using
      state-of-the-art  software  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 three  months  ended March 31, 2000,  net  unrealized  gains on
      fixed  maturities  included  in  stockholders'  equity,  which  is  net of
      policyholder-related  amounts and deferred income taxes, increased surplus
      by $692 thousand.

      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 $11.7 million and $7.0 million as of
      March 31, 2000 and December 31, 1999, respectively.




PART II OTHER INFORMATION

        Item 1 Legal Proceedings

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

        Item 6 Exhibits and Reports on Form 8-K

     (a)    Index to Exhibits

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

                    27              Financial Data Schedule          13

     (b)    Reports on Form 8-K

                      No reports  on Form 8-K have been  filed  during the first
quarter of 2000.

SIGNATURES

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

                      FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY



DATE:       May 15, 2000           BY: /s/  Glen R. Derback
            ----------------------          ----------------------------------
                                 Glen R. Derback, Vice President and Treasurer
                            (Duly authorized officer & chief accounting Officer)