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                            March 31, 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         (I.R.S. Employer
organization)                                            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 May 10, 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.


                                       16
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

Part I     FINANCIAL INFORMATION                                                          Page
                                                                                        ---------
           Item 1  Financial Statements
<S>                                                                                       <C>
                   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                                                           9

           Item 3  Quantitative and Qualitative Disclosures About Market Risk              15

Part II    OTHER INFORMATION                                                               16

           Item 1  Legal Proceedings                                                       16

           Item 6  Exhibits and Reports on Form 8-K                                        16

           Signature                                                                       16

</TABLE>

PART I   FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF INCOME
[Dollars in Thousands]
<TABLE>
<CAPTION>
==============================================================================================
[Unaudited]
                                                                       Three Months Ended
                                                                            March 31,
                                                                   ----------------------------
                                                                      2002            2001
                                                                   ------------    ------------
<S>                                                                     <C>             <C>
REVENUES:
  Premium income                                                $       2,524   $       4,567
  Fee income                                                            1,070           1,819
  Net investment income                                                 3,240           2,858
  Realized gains on investments                                             2             492
                                                                   ------------    ------------
                                                                        6,836           9,736

BENEFITS AND EXPENSES:
  Life and other policy benefits (net of
    reinsurance recoveries totaling $0 and $77)                         1,676           5,793
  Change in reserves                                                       83            (368)
  Interest paid or credited to contractholders                          2,038           2,032
  General and administrative expenses                                   1,620           1,795
                                                                   ------------    ------------
                                                                        5,417           9,252

INCOME BEFORE INCOME TAXES                                              1,419             484

PROVISION FOR INCOME TAXES:
  Current                                                                 665             190
  Deferred                                                                (95)             15
                                                                   ------------    ------------
                                                                          570             205
                                                                   ------------    ------------

NET INCOME                                                      $         849   $         279
                                                                   ============    ============
</TABLE>

See notes to financial statements.

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

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

                                                              March 31,          December 31,
ASSETS                                                           2002                2001
------
                                                           -----------------    ----------------
                                                             [unaudited]
<S>                                                              <C>                  <C>
INVESTMENTS:
  Fixed maturities available-for-sale, at fair value
      (amortized cost $181,511 and $176,687)            $        183,278     $        178,591
  Short-term investments, available-for-sale
    (cost approximates fair value)                                 1,924                3,854
                                                           -----------------    ----------------

    Total investments                                            185,202              182,445

  Cash                                                             8,723                7,860
  Reinsurance receivable                                           2,287                2,346
  Deferred policy acquisition costs                                1,269                1,257
  Investment income due and accrued                                1,820                1,713
  Uninsured claims receivable                                        967                1,884
  Due from parent corporation                                        803                  107
  Other assets                                                     2,355                3,371
  Premiums in course of collection                                   592                  792
  Deferred income taxes                                            1,501                1,377
  Separate account assets                                         45,714               45,576
                                                           -----------------    ----------------
TOTAL ASSETS                                            $        251,233     $        248,728
                                                           =================    ================

                                                                                  (continued)

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

BALANCE SHEETS
[Dollars in Thousands]
==============================================================================================
[unaudited]
                                                              March 31,          December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                             2002                2001
------------------------------------
                                                           -----------------    ----------------
                                                             [unaudited]

POLICY BENEFIT LIABILITIES:

  Policy reserves                                       $        155,261     $        152,874
  Policy and contract claims                                       1,998                1,175
  Policyholders' funds                                             2,751                2,801

GENERAL LIABILITIES:

  Bank overdrafts                                                  1,540                3,104
  Other liabilities                                                1,948                1,986
  Separate account liabilities                                    45,714               45,576
                                                           -----------------    ----------------
    Total liabilities                                            209,212              207,516
                                                           -----------------    ----------------

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                             687                  727
  Retained earnings                                               10,234                9,385
                                                           -----------------    ----------------
    Total stockholder's equity                                    42,021               41,212
                                                           -----------------    ----------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY              $        251,233     $        248,728
                                                           =================    ================

See notes to financial statements.                                                (Concluded)
</TABLE>

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
<TABLE>
<CAPTION>
==============================================================================================
[Unaudited]
                                                                    Three Months Ended
                                                                        March 31,
                                                           -------------------------------------
                                                                 2002                2001
                                                           -----------------    ----------------
<S>                                                               <C>                  <C>
OPERATING ACTIVITIES:

  Net income                                            $            849     $            279
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Amortization of investments                                     (441)                (325)
    Realized gains on disposal of investments                         (2)                (492)
    Depreciation and amortization                                     42                  110
    Deferred income taxes                                            (95)                  15
  Changes in assets and liabilities:
    Policy benefit liabilities                                     3,271                1,737
    Reinsurance recoverable                                           59                   (1)
    Accrued interest and other receivables                            93                 (436)
    Other, net                                                       331              (11,183)
                                                           -----------------    ----------------

    Net cash (used in) provided by operating                       4,107              (10,296)
activities
                                                           -----------------    ----------------

INVESTING ACTIVITIES:

  Proceeds from maturities and redemptions of investments:
    Fixed maturities available-for-sale                            6,144               29,448
  Purchases of investments:
    Fixed maturities available-for-sale                           (8,595)             (21,590)
                                                           -----------------    ----------------
Net cash provided by (used in) investing activities               (2,451)               7,858
                                                           -----------------    ----------------

FINANCING ACTIVITIES:
  Contract deposits, net of withdrawals                              (97)               4,902
  Due to Parent Corporation                                         (696)                 635
                                                           -----------------    ----------------

    Net cash provided by (used in) financing                        (793)               5,537
activities

NET INCREASE IN CASH                                                 863                3,099

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

CASH, END OF PERIOD                                     $          8,723     $         11,561
                                                           =================    ================


See notes to financial statements.
</TABLE>

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2002
<TABLE>
<CAPTION>
==============================================================================================
[Dollars in Thousands]
[Unaudited]
                                                                                   Accumulated
                                                                 Additional           Other
                                          Common Stock            Paid-in         Comprehensive        Retained
                                      ----------------------
                                       Shares       Amount        Capital            Income            Earnings           Total
                                      ---------    ---------    -------------    ----------------    --------------   --------------
<S>                                     <C>          <C>            <C>                <C>                <C>               <C>
BALANCES, JANUARY 1, 2002                2,500  $    2,500   $      28,600    $         727       $        9,385    $      41,212

  Net income                                                                                                 849              849
  Other comprehensive income                                                            (40)                                  (40)
                                                                                                                      --------------
  Comprehensive income                                                                                                        809
                                      ---------    ---------    -------------    ----------------    --------------   --------------

BALANCES, MARCH 31, 2002                 2,500  $    2,500   $      28,600    $         687       $       10,234    $      42,021
                                      =========    =========    =============    ================    ==============   ==============

See notes to financial statements.
</TABLE>

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, 2001.

        Operating results for the three months ended March 31, 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 and the  Company  does not expect this
        statement  to  have  a  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.


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

                                                           Three Months Ended
                     Operating Summary                      March 31,
                                                    --------------------------
                        [Thousands]                   2002           2001
        ----------------------------------------    ----------    ------------
        Premium income                           $     2,524   $       4,567
        Fee income                                     1,070           1,819
        Net investment income                          3,240           2,858
        Realized gains on investments                      2             492
                                                    ----------    ------------
          Total revenues                               6,836           9,736

        Total benefits and expenses                    5,417           9,252
        Income tax expenses                              570             205
                                                    ----------    ------------
          Net income                             $       849   $         279
                                                    ==========    ============

                                                        Three Months Ended
                     Operating Summary                       March 31,
                                                    ----------------------------
                        [Thousands]                   2002            2001
        ----------------------------------------    ----------    --------------
        Deposits for investment-type contracts   $       131   $       5,202
        Deposits to separate accounts                  1,337           2,875
        Self-funded premium equivalents                6,396           6,400

                       Balance Sheet                March 31,     December 31,
                        [Thousands]                   2002            2001
        ----------------------------------------    ----------    --------------
        Investment assets                        $    185,202  $        182,445
        Separate account assets                        45,714            45,576
        Total assets                                  251,233           248,728
        Total policy benefit liabilities              160,010           156,850
        Total stockholder's equity                     42,021            41,212

        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  matters,  including  any 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 March 31, 2002, compared with December 31, 2001, and its
        results of operations for the three months ended March 31, 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 increased $570 thousand for the first quarter
        2002 when compared to the first quarter of 2001 due to a $707 thousand
        increase in the Employee Benefits segment offset by a $137 thousand
        decrease in the Financial Services segment.

        Premium and fee income decreased for the first quarter of 2002 when
        compared to the first quarter of 2001. The decreases are due to
        membership decline in the Employee Benefits segment.

        Net investment income increased $382 thousand for the first quarter of
        2002 when compared to the first quarter of 2001. The increase is due to
        an increase in invested assets primarily related to Business Owned Life
        Insurance (BOLI). In addition to a $5.0 million BOLI sale in 2001,
        invested assets increased due to interest accumulations.

        The Company had a realized investment gain of $2 thousand for the first
        three months of 2002. The $490 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 quarter of 2001.

        The $3.8 million decrease in benefits and expenses during the first
        quarter compared to the prior year is due to lower group life and health
        claims.

        There were no significant changes in total assets and liabilities for
        the first three months of 2002 when compared to year ended December 31,
        2001.

        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, 401(k) 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

        The results below reflect the operations for the Employee Benefits
        segment for the first quarter:

             Operating Summary                Three Months Ended March
                                                          31,
                                              --------------------------
                [Thousands]                      2002           2001
        -----------------------------         ------------    ----------
        Premium Income                     $       2,526   $        4,569
        Fee Income                                   981            1,724
        Net investment
          Income                                     496              299
        Realized losses
          on investments                               0                0
                                              ------------    ----------
          Total revenues                           4,003            6,592

        Total benefits and
          expenses                                 2,707            6,491
        Income tax expenses                          521               33
                                              ------------    ----------
          Net income                       $         775   $           68
                                              ============    ==========

        Self-funded premium                $       6,396   $        6,400
        equivalents

        Employee Benefits net income increased $707 thousand for the first
        quarter of 2002 when compared to the first quarter of 2001. The increase
        was primarily due to favorable mortality and morbidity results.

        Premium and fee income decreased $2.8 million for the first quarter of
        2002 when compared to the first quarter of 2001. The decrease is due
        primarily to membership decline.

        Net investment income increased $197 thousand for the first quarter of
        2002 when compared to the first quarter of 2001. The increase was
        primarily the result of better cash flow in 2002.

        Total benefits and expenses decreased $3.8 million for the first quarter
        of 2002 when compared to the first quarter of 2001. The decrease was due
        to a combination of lower group life and health claims and an
        administrative expense reduction related to reduced membership.

        Financial Services

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

                                                        Three Months Ended
                       Operating Summary                    March 31,
                                                   -----------------------------
                          [Thousands]                 2002             2001
        ---------------------------------------    ------------    -------------

        Premium income                          $          (2)  $           (2)
        Fee income                                         89               95
        Net investment income                           2,744            2,559
        Realized gains on investments                       2              492
                                                   ------------    -------------
          Total revenues                                2,833            3,144

        Total benefits and expenses                     2,710            2,761
        Income tax expenses                                49              172
                                                   ------------    -------------
          Net income                            $          74   $          211
                                                   ============    =============

        Deposits for investment-type contracts  $         131   $        5,202
        Deposits to separate                    $       1,337   $        2,875

        Net Income for Financial Services decreased $137 thousand for the first
        quarter of 2002 when compared to the first quarter of 2001. The decrease
        was primarily due to a decrease in realized gains on investments of $490
        thousand, somewhat offset by an increase in net investment income of
        $185 thousand.

        Net Investment income increased $185 thousand or 7% for the first three
        months of 2002 when compared to the first three months of 2001 due to a
        BOLI sale of $5.0 million in 2001 and an increase in assets due to the
        interest accumulations.

        Premium income for Financial Services remained unchanged for the first
        three months of 2002 when compared to the first three months of 2001.

        The Company had a realized investment gain of $2 thousand for the first
        three months of 2002. The $490 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 quarter of 2001.

        Deposits for investment-type contracts decreased for the first quarter
        of 2002 when compared to the first quarter 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.

        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:

                                         March 31,            December 31,
                                           2002                   2001
                                     ------------------    -------------------

             AAA                              63.3  %                65.0  %
             AA                                9.7  %                 6.8  %
              A                               11.2  %                11.9  %
             BBB                              13.4  %                13.9  %
        BB and Lower                           2.4  %                 2.4  %
                                     -------------- ---    --------------- ---

            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 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 three months ended March 31, 2002, net unrealized losses on
        fixed maturities included in stockholders' equity, which is net of
        policyholder-related amounts and deferred income taxes, decreased
        surplus by $40 thousand.

        CRITICAL ACCOUNTING POLICIES

        The preparation of financial statements in conformity with generally
        accepted accounting principles 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. Life insurance policies are first
        reinsured to the Parent Corporation up to a maximum of $1.25 million of
        coverage per individual life. Any excess amount is reinsured to a third
        party.

        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
        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 $10.6 million and $11.7
        million as of March 31, 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.

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