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 June 30, 1999

                                       OR

|_|     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

For  the transaction period from to

Commission file number 333-25269

            FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (Exact
                 name of registrant as specified in its charter)

                               New York 93-1225432
         (State or other jurisdiction of incorporation or organization)
                     (I.R.S. Employer Identification Number)

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

                                 [518] 437-1816
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes          X      No

As of June  30,  1999,  2,500  shares  of the  registrant's  common  stock  were
outstanding, all of which were owned by the registrant's parent company.

NOTE:  The  registrant  meets the  conditions  set forth in General  Instruction
H(1)(a) and (b) of Form 10-Q and is therefore  filing this form with the reduced
disclosure  format.  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>


                                            - 2 -
                                TABLE OF CONTENTS


<TABLE>
<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                                                  11

               Item 6   Exhibits and Reports on Form 8-K                                   12

               Signatures                                                                  12


</TABLE>

















<PAGE>


PART I   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF INCOME
(Dollars in Thousands)
<TABLE>
(Unaudited)
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                        Three Months Ended              Six Months Ended
                                             June 30,                       June 30,
                                   -----------------------------   ----------------------------
                                       1999           1998             1999           1998
                                   -------------  --------------   -------------   ------------
REVENUES:
  Premium and fee income        $          (1)  $         31    $         344   $          55
  Net investment income                 1,529            713            2,815             798
  Realized gains (losses) on
    investments                                          (16)             (21)            (16)
                                   -------------  --------------   -------------   ------------

                                        1,528            728            3,138             837
                                   -------------  --------------   -------------   ------------
BENEFITS AND EXPENSES:
  Life and other policy                    18             45               18              45
benefits
  Interest paid or credited to
    contractholders                       904             91            2,094              92
  General and administrative
    expenses                              111             39              479             129
                                   -------------  --------------   -------------   ------------

                                        1,033            175            2,591             266
                                   -------------  --------------   -------------   ------------
INCOME BEFORE INCOME
TAXES                                     495            553              547             571

PROVISION FOR
INCOME TAXES:
   Current                                (72)         1,212              208           1,239
   Deferred                               279           (979)              21            (998)
                                   -------------  --------------   -------------   ------------

                                          207            233              229             241
                                   -------------  --------------   -------------   ------------

NET INCOME                      $         288   $        320    $         318   $         330
                                   =============  ==============   =============   ============

</TABLE>









See notes to financial statements.


<PAGE>


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

BALANCE SHEETS
<TABLE>
(Dollars in thousands except for share information)

<S>                                                                    <C>                <C>
                                                                  June 30,       December 31,
                                                                    1999             1998
                                                                --------------   --------------
ASSETS                                                           (Unaudited)

INVESTMENTS:
    Fixed maturies:
       Held-to-maturity at amortized cost
       (fair value $29,749 and $15,044)                      $        30,227  $        14,500
       Available-for-sale, at fair value
       (amortized cost $68,035 and $63,321)                           66,118           65,154
    Short-term investments, available-for-sale
       (cost approximates fair value)                                                     699
                                                                --------------   --------------

      Total Investments                                               96,345           80,353

Cash                                                                     845              705
Reinsurance receivable                                                   224              123
Deferred policy acquisition costs                                      2,180              381
Investment income due and accrued                                        837              695
Due from Parent Corporation                                               36
Other assets                                                             405               19
Deferred income taxes                                                  1,752              983
Current income taxes                                                     299
Separate account assets                                               32,382           23,836
                                                                --------------   --------------

TOTAL ASSETS                                                 $       135,305  $       107,095
                                                                ==============   ==============

LIABILITIES AND STOCKHOLDER'S EQUITY

POLICY BENEFIT LIABILITIES:
    Policy reserves                                          $        71,240  $        64,320
    Policy and contract claims                                           150              125

GENERAL LIABILITIES:
    Due to Parent Corporation                                                           2,077
    Other liabilities                                                     40               95
    Separate account liabilities                                      32,382           23,836
                                                                --------------   --------------

      Total Liabilities                                              103,812           90,453
                                                                --------------   --------------

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           12,600
    Accumulated other comprehensive income                              (750)             717
    Retained earnings                                                  1,143              825
                                                                --------------   --------------

      Total Stockholder's Equity                                      31,493           16,642
                                                                --------------   --------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                   $       135,305  $       107,095
                                                                ==============   ==============

See notes to financial statements.


<PAGE>


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
                                                                        Six Months Ended
                                                                            June 30,
                                                                  -----------------------------
                                                                      1999            1998
                                                                  -------------   -------------

OPERATING ACTIVITIES:
    Net income                                                 $          318  $         330
    Adjustments to reconcile net income to
      net cash provided by operating activities:
       Amortization of investments                                         28            (16)
       Realized losses on disposal of investments                          21             16
       Deferred income taxes                                               21           (997)
    Changes in assets and liabilities:
        Accrued interest and other receivables                           (142)          (309)
        Life insurance and annuity reserves                             2,202            137
        Reinsurance recoverable                                          (101)
        Other, net                                                     (1,046)        12,713
                                                                  -------------   -------------
                 Net cash provided by (used in) operating               1,301         11,874
activities
                                                                  -------------   -------------

INVESTING ACTIVITIES:
Proceeds from maturities and redemptions investments:
    Fixed maturities:
      Held-to-maturity                                                    273
      Available-for-sale                                                5,372         67,973
Purchases of investments:
    Fixed maturities:
      Held-to-maturity                                                (16,000)
      Available-for-sale                                               (9,436)      (134,550)
                                                                  -------------   -------------

                 Net cash provided by (used in) investing             (19,791)       (66,577)
activities
                                                                  -------------   -------------

FINANCING ACTIVITIES:
   Contract deposits, net of withdrawals                                4,743          49,974
   Due to Parent Corporation                                           (2,113)           (220)
   Capital contributions                                               16,000           8,600
                                                                  -------------   -------------

              Net cash provided by (used in) financing                 18,630          58,354
activities
                                                                  -------------   -------------

NET INCREASE (DECREASE) IN CASH                                           140           3,651

CASH, BEGINNING OF YEAR                                                   705           1,648
                                                                  -------------   -------------

CASH, END OF PERIOD                                            $          845  $        5,299
                                                                  =============   =============

</TABLE>



See notes to financial statements.


<PAGE>


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, 1998.

        Operating  results  for the six  months  ended  June  30,  1999  are not
        necessarily  indicative of the results that may be expected for the full
        year ending December 31, 1999.

2.      NEW ACCOUNTING PRONOUNCEMENTS

        In June 1998, the Financial  Accounting Standards Board issued Statement
        of Financial  Accounting  Standards No. 133,  "Accounting for Derivative
        Instruments  and for  Hedging  Activities".  This  Statement  provides a
        comprehensive   and  consistent   standard  for  the   recognition   and
        measurement of  derivatives  and hedging  activities.  During the second
        quarter,  the Financial Accounting Standards Board delayed the effective
        date of this  Statement  for one year, to fiscal years  beginning  after
        June 15,  2000.  Earlier  adoption  is  encouraged.  The Company has not
        adopted  this  Statement  as  of  June  30,  1999.  Management  has  not
        determined  the  impact  of the  Statement  on the  Company's  financial
        position or results of operations.



<PAGE>


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

<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                               Three Months Ended             Six Months
                                                                                Ended
                                                    June 30,                   June 30,
                                             -----------------------    -----------------------
     Operating Summary (Thousands)             1999         1998          1999         1998
                                             ----------   ----------    ----------  -----------

     Premiums and fee income              $        (1) $       31   $        344  $       55
     Net investment income                      1,529         713          2,815         798
     Realized (losses) on investments                         (16)           (21)        (16)
                                             ----------   ----------    ----------  -----------
          Total revenues                        1,528         728          3,138         837

     Total benefits and expenses                1,033         175          2,591         266
     Income tax expense                           207         233            229         241
                                             ==========   ==========    ==========  ===========
          Net income                      $       288  $      320   $        318  $      330
                                             ==========   ==========    ==========  ===========

     Deposits for investment-type
       contracts                          $         -  $   50,000   $      4,725  $   50,000
     Deposits to separate accounts               4,017      4,146          6,490       7,646

                                                              June 30,          December 31,
     Balance Sheet (Thousands)                                  1999                1998
                                                           ----------------   ------------------

     Investment assets                                 $      96,345       $      80,353
     Separate account assets                                  32,382              23,836
     Total assets                                            135,305             107,095
     Total policyholder liabilities                           71,390              64,445
     Total shareholder's equity                               31,493              16,642
</TABLE>

        GENERAL

        The  following  discussion  addresses  the  financial  condition  of the
        Company as of June 30, 1999,  compared with  December 31, 1998,  and its
        results of operations  for the three and six months ended June 30, 1999,
        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,  as  amended,  for the
        year-ended  December  31,  1998,  to which the  reader is  directed  for
        additional information.



<PAGE>


        RESULTS OF OPERATIONS

        The Company's net income  decreased $32 thousand or 10% and $12 thousand
        or 4% for the second  quarter and first six months of 1999 when compared
        to the second  quarter and first six months of 1998.  This  decrease was
        primarily  due to  increased  expenses  associated  with the  growth and
        further development of the Company.

        During the second  quarter of 1998, the Company  received  approval from
        the New York  Department  of  Insurance  to market  its Bank  Owned Life
        Insurance  ("BOLI")  product.  This  approval  resulted in BOLI deposits
        during  the  second  half of 1998 of $62.5  million.  Additionally,  the
        Company  received  a  capital  contribution  of $8.6  million  and $16.0
        million  during  the  second  half of 1998 and first  half of 1999.  The
        combination of these activities resulted in a large increase in invested
        assets in the second half of 1998 and first half of 1999,  which in turn
        increased net investment income significantly. The $16.0 million capital
        infusion is related to the Company's  acquisition  by reinsurance of the
        group life and health business of Anthem Health & Life Insurance Company
        of New York,  anticipated  to become  effective in the third  quarter of
        1999.

        Premiums and fee income  increased  (decreased)  $(32) thousand and $289
        thousand  for the  second  quarter  and  first  six  months of 1999 when
        compared  to the  second  quarter  and  first six  months  of 1998.  The
        decrease for the second  quarter is due to a reinsurance  premium of $62
        thousand  paid on BOLI during 1999.  The year to date increase is due to
        increased fees and premiums from separate accounts and BOLI products.

        Net investment  income  increased $816 thousand and $2.0 million for the
        second  quarter and first six months of 1999 when compared to the second
        quarter  and first six  months of 1998,  primarily  due to BOLI sales as
        well as a capital  infusion  from GWL&A of $8.6 million in December 1998
        and $16.0 million in 1999.

        The Company had a realized  investment  loss of $21 thousand  during the
        first  six  months  of 1999.  The  increase  in  interest  rates in 1999
        resulted in losses on sales of fixed maturities totaling $21 thousand.

        Total  benefits and expenses  have  increased  primarily due to interest
        paid or credited to BOLI policyholders  ($1.8 million in 1999 versus $87
        thousand in 1998).  Expenses have also increased as the Company  matures
        and additional costs are incurred to administer the additional  business
        being written.

        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>

<S>                                                       <C>                    <C>
                                                     June 30,           December 31,
                   Credit Rating                       1999                 1998
        -------------------------------------   -------------------  -------------------

        AAA                                             61.5%              62.7%
        AA                                               9.1%               6.5%
        A                                                4.7%              13.1%
        BBB                                             24.7%              17.7%
                                                ===================  ===================
                       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.  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 six months ended June 30, 1999, net unrealized gains on fixed
        maturities   included  in   stockholders'   equity,   which  is  net  of
        policyholder-related   amounts  and  deferred  income  taxes,  decreased
        surplus by $1.4 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 $845 thousand and $1.4
        million as of June 30, 1999 and December 31, 1998, respectively.

        YEAR 2000 ISSUE

        The  Year  2000  ("Y2K")  problem  arises  when  a  computer  performing
        date-based  computations or operations produces erroneous results due to
        the  historical  practice  of using  two  digit  years  within  computer
        hardware and software.  This causes errors or  misinterpretations of the
        century in date  calculations.  Virtually all businesses,  including the
        Company,  are  required to determine  the extent of their Y2K  problems.
        Systems  that have a Y2K problem  must then be  converted or replaced by
        systems  that will operate  correctly  with respect to the year 2000 and
        beyond.

        Great-West  Life & Annuity  Insurance  Company  ("GWL&A")  provides  all
        administrative  services to the  Company.  GWL&A has a written plan that
        encompasses  all  computer  hardware,  software,  networks,   facilities
        (embedded  systems),  and  telephone  systems.  The plan  also  includes
        provisions for identifying and verifying that major vendors and business
        partners are Y2K  compliant.  GWL&A is developing  contingency  plans to
        address the possibility of both internal and external  failures as well.
        The plan calls for full Y2K compliance for core systems by June 30, 1999
        and full Y2K compliance for all GWL&A systems by October 31, 1999.

        GWL&A's plan establishes five phases for becoming Y2K compliant. Phase 1
        is "impact  analysis" which includes  initial  inventory and preliminary
        assessment of Y2K impact.  Phase 2 is "solution planning" which includes
        system by system  planning  to  outline  the  approach  and  timing  for
        reaching compliance. Phase 3 is "conversion/renovation"  which means the
        actual process of replacing or repairing  non-compliant systems. Phase 4
        is  "testing"  to ensure that the  systems  function  correctly  under a
        variety of different date scenarios  including  current dates, year 2000
        and leap year dates. Phase 5 is "implementation" which means putting Y2K
        compliant systems back into production.

        As of June 30, 1999,  GWL&A is  essentially  Y2K ready (99% complete for
        all phases).  Only five minor systems require  additional work, and that
        work will be completed by October 1, 1999.

        In  addition  to ensuring  that  GWL&A's own systems are Y2K  compliant,
        GWL&A has  identified  third  parties  with which GWL&A has  significant
        business  relationships in order to assess the potential impact on GWL&A
        of the third parties' Y2K issues and plans.  As of June 30, 1999,  GWL&A
        had completed most of this  assessment  process.  GWL&A will continue to
        investigate  third party  readiness and will conduct system testing with
        third parties  throughout  1999.  GWL&A does not have control over these
        third  parties  and cannot  make any  representations  as to what extent
        GWL&A's and the  Company's  future  operating  results may be  adversely
        affected by the failure of any third party to address  successfully  its
        own Y2K issues.

        On the basis of currently available information, the expense incurred by
        GWL&A,  including anticipated future expenses,  related to the Y2K issue
        has  not  and  is not  expected  to be  material  to  GWL&A's  financial
        condition or results of operations.  GWL&A has spent approximately $12.5
        million on its Y2K project  through the end of June 30, 1999 and expects
        to spend up to  approximately  $15.3 million on its Y2K project.  All of
        these funds will come from GWL&A's cash flow from operations.  GWL&A has
        continued  other  scheduled  non-Y2K  information  systems  changes  and
        upgrades.  Although work on Y2K issues may have resulted in minor delays
        on the other  projects,  the delays are not  expected to have a material
        adverse  effect on  GWL&A's  or the  Company's  financial  condition  or
        results of operations.

        The most  reasonably  likely  worst case Y2K scenario is that GWL&A will
        experience  isolated  internal or third party computer failures and will
        be  temporarily   unable  to  process   insurance  and  annuity  benefit
        transactions.  All of GWL&A's Y2K efforts have been  designed to prevent
        such an occurrence. However, if GWL&A identifies internal or third party
        Y2K issues which cannot be timely  corrected,  there can be no assurance
        that GWL&A can avoid Y2K problems or that the cost of curing the problem
        will not be material.

        In an effort to mitigate risks associated with Y2K failures, GWL&A is in
        the process of developing  contingency  plans to address core functions,
        including  relations with third parties.  It is GWL&A's expectation that
        contingency plans will address possible failures  generated  internally,
        by vendors or business  partners,  and by  customers.  Possible  general
        approaches include manual processing, payments on an estimated basis and
        use of disaster recovery facilities.

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.



<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     Index to Exhibits

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

        27                  Financial Data            13
                            Schedule

(b)     Reports on Form 8-K

No reports on Form 8-K have been filed during the second quarter of 1999.

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: August 12, 1999     BY: /s/     Glen R. Derback
                             --------------------------------------------------
                          Glen R. Derback, Vice President and Treasurer
                          (Duly authorized officer and chief accounting officer)