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

NOTE:  This Form 10-Q is filed by the  registrant  only as a consequence  of the
sale by the
             registrant of a market value adjusted annuity product.




<PAGE>


                                              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                                                  10

               Item 5   Other Information                                                  10

               Item 6   Exhibits and Reports on Form 8-K                                   10

               Signatures                                                                  10


</TABLE>















PART I   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF INCOME
(Dollars in Thousands)
<TABLE>

<S>     <C>    <C>    <C>    <C>    <C>    <C>
-----------------------------------------------------------------------------------------------
(Unaudited)
                                                                    Three Months Ended
                                                                        March 31,
                                                            -----------------------------------
                                                                  1999              1998
                                                            -----------------  ----------------
REVENUES:
  Premium and fee income                                  $        345       $         24
  Net investment income                                          1,286                 85
  Realized gains (losses) on investments                           (21)
                                                            -----------------  ----------------
                                                                 1,610                109
                                                            -----------------  ----------------
BENEFITS AND EXPENSES:
  Interest paid or credited to contractholders                   1,190                  1
  General and administrative expenses                              368                 90
                                                            -----------------  ----------------

                                                                 1,558                 91
                                                            -----------------  ----------------

INCOME BEFORE INCOME TAXES                                          52                 18

PROVISION FOR INCOME TAXES:
   Current                                                         280                 27
   Deferred                                                       (258)               (19)
                                                            -----------------  ----------------

                                                                    22                  8
                                                            -----------------  ----------------

NET INCOME                                                $         30       $         10
                                                            =================  ================

</TABLE>



















See notes to financial statements.


<PAGE>


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

BALANCE SHEETS
(Dollars in Thousands)
<TABLE>

<S>     <C>    <C>    <C>    <C>    <C>    <C>
-----------------------------------------------------------------------------------------------

                                                                  March 31,      December 31,
                                                                    1999             1998
                                                                --------------   --------------
ASSETS                                                           (Unaudited)

INVESTMENTS:
    Fixed maturies:
       Held-to-maturity at amortized cost
       (fair value $14,395 and $15,044)                      $        14,284  $        14,500
       Available-for-sale, at fair value
       (amortized cost $63,205 and $63,321)                           63,253           65,154
    Short-term investments, available-for-sale
       (cost approximates fair value)                                                     699
                                                                --------------   --------------

      Total Investments                                               77,537           80,353

Cash                                                                   6,620              705
Reinsurance receivable                                                   149              123
Deferred policy acquisition costs                                      1,381              381
Investment income due and accrued                                        735              695
Due from Parent Corporation                                              383
Other assets                                                              20               19
Deferred income taxes                                                  1,618              983
Separate account assets                                               27,267           23,836
                                                                --------------   --------------

TOTAL ASSETS                                                 $       115,710  $       107,095
                                                                ==============   ==============

LIABILITIES AND STOCKHOLDER'S EQUITY

POLICY BENEFIT LIABILITIES:
    Policy reserves                                          $        70,258  $        64,320
    Policy and contract claims                                           125              125

GENERAL LIABILITIES:
    Due to Parent Corporation                                                           2,077
    Other liabilities                                                  2,083               95
    Separate account liabilities                                      27,267           23,836
                                                                --------------   --------------

      Total Liabilities                                               99,733           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                                        12,600           12,600
    Accumulated other comprehensive income                                22              717
    Retained earnings                                                    855              825
                                                                --------------   --------------

      Total Stockholder's Equity                                      15,977           16,642
                                                                --------------   --------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                   $       115,710  $       107,095
                                                                ==============   ==============

</TABLE>

See notes to financial statements.


<PAGE>


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>

<S>     <C>    <C>    <C>    <C>    <C>    <C>
-----------------------------------------------------------------------------------------------
(Unaudited)
                                                                       Three Months Ended
                                                                           March 31,
                                                                  -----------------------------
                                                                      1999            1998
                                                                  -------------   -------------

OPERATING ACTIVITIES:
    Net income                                                 $           30  $          10
    Adjustments to reconcile net income to
      net cash provided by operating activities:
       Amortization of investments                                         14             (7)
       Realized gains on disposal of investments                           21
       Deferred income taxes                                             (258)           (19)
    Changes in assets and liabilities:
        Accrued interest and other receivables                            (40)           (66)
        Life insurance and annuity reserves                             1,383
        Reinsurance recoverable                                           (26)
        Other, net                                                      1,698           (242)
                                                                  -------------   -------------
                 Net cash provided by (used in) operating               2,822           (324)
activities
                                                                  -------------   -------------

INVESTING ACTIVITIES:
Proceeds from maturities and redemptions investments:
    Fixed maturities:
      Held-to-maturity                                                    216
      Available-for-sale                                                5,215
Purchases of investments:
    Fixed maturities:
      Available-for-sale                                               (4,435)            (5)
                                                                  -------------   -------------

                 Net cash provided by (used in) investing                 996             (5)
activities
                                                                  -------------   -------------


FINANCING ACTIVITIES:
   Contract deposits, net of withdrawals                                4,557
   Due to Parent Corporation                                           (2,460)           (129)
                                                                  -------------   -------------

              Net cash provided by (used in) financing                  2,097            (129)
activities
                                                                  -------------   -------------

NET INCREASE (DECREASE) IN CASH                                         5,915            (458)

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

CASH, END OF PERIOD                                            $        6,620  $        1,190
                                                                  =============   =============

</TABLE>






See notes to financial statements.


<PAGE>


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 First  Great-West  Life &
        Annuity Insurance Company (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 three  months  ended  March 31, 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.  This Statement is
        effective  for the  Company  beginning  January  1,  2000,  and  earlier
        adoption is encouraged. The Company has not adopted this Statement as of
        March  31,  1999.  Management  has  not  determined  the  impact  of the
        Statement on the Company's financial position or results of operations.




<PAGE>

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

                                                                    Three Months Ended
                                                                        March 31,
                                                            -----------------------------------
     Operating Summary (Thousands)                                1999              1998
                                                            ----------------- -----------------

     Premiums and fee income                              $       345        $       24
     Net investment income                                      1,286                85
     Realized (losses) on investments                             (21)
                                                            ----------------- -----------------
          Total Revenues                                        1,610               109

     Total benefits and expenses                                1,558                91
     Income tax expense                                            22                 8
                                                            ================= =================
          Net income                                      $        30        $       10
                                                            ================= =================

     Deposits for investment-type contracts               $     4,725        $        -
     Deposits to separate accounts                              2,473              3,500

                                                               March 31,        December 31,
     Balance Sheet (Thousands)                                    1999              1998
                                                            ----------------- -----------------

     Investment assets                                    $    77,537        $    80,353
     Separate account assets                                   27,267             23,836
     Total assets                                             115,710            107,095
     Total policyholder liabilities                            70,383             64,445
     Total shareholder's equity                                15,977             16,642
</TABLE>

        GENERAL

        The  following  discussion  addresses  the  financial  condition  of the
        Company as of March 31, 1999,  compared with December 31, 1998,  and its
        results  of  operations  for the three  months  ended  March  31,  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.

        RESULTS OF OPERATIONS

        The  Company's  net income  increased $20 thousand or 200% for the first
        three  months of 1999 when  compared to the first three  months of 1998.
        This  increase  was  primarily  due to higher net  investment  income on
        surplus.

        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  during the
        second half of 1998. The combination of these  activities  resulted in a
        large increase in invested  assets in the second half of 1998,  which in
        turn increased net investment income  significantly in the first quarter
        of 1999 ($1.2 million at March 31, 1999 versus $85 thousand at March 31,
        1998).

        Premiums  and fee income  increased  $321  thousand  for the first three
        months of 1999 when compared to the first three months of 1998, which is
        due to increased premiums and fees related to BOLI products.

        Net  investment  income  increased  $1.2 million,  primarily due to BOLI
        sales  as well as a  capital  infusion  from  GWL&A of $8.6  million  in
        December 1998.

        The Company had a realized  investment  loss of $21 thousand  during the
        first three  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  ($1.2 million in 1999 versus $2
        thousand in 1998).  Expenses have also increased as the Company  matures
        and additional costs are incurred to administer the additional sales.

        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>
                                                    March 31,           December 31,
                   Credit Rating                       1999                 1998
        -------------------------------------   -------------------  -------------------

        AAA                                             62.5%              62.7%
        AA                                               6.5%               6.5%
        A                                                6.1%              13.1%
        BBB                                             24.9%              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 three months ended March 31, 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 $695 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 $6.6 million and $1.4
        million as of March 31, 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 Company 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 March 31, 1999,  GWL&A had completed impact analysis (phase 1) and
        solution  planning  (phase  2) for all of its core  systems  and was 99%
        complete for phases 1 and 2 with  respect to its systems as a whole.  In
        addition,   GWL&A  was   approximately  95%  complete  with  respect  to
        conversion  and  renovation  (phase 3),  88%  complete  with  respect to
        testing  (phase  4), and 86%  complete  with  respect to  implementation
        (phase 5).

        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 March 31, 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
        selected 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 $11.3
        million on its Y2K project  through the end of March 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 the  Company's  financial  condition  or  results  of
        operations.

        The most reasonably  likely worst case Y2K scenario is that GWL&A and/or
        the Company 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  and/or the Company 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.

ITEM 5.  OTHER INFORMATION

        On April 30, 1999,  Great-West Life & Annuity  Insurance  Company made a
        capital  contribution  to the  Company of  $16,000,000  to  support  the
        Company's projected individual and group health and life business.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)    Index to Exhibits

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

                 27                   Financial Data           11
                               Schedule

          (b)    Reports on Form 8-K

                 No reports on Form 8-K were filed during the first 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


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<S>            <C> <C>                                        
DATE:      May 14, 1999                BY:     Glen R. Derback
                                       /s/
           ---------------------------         ------------------------------------------------
                                               Glen R. Derback, Vice President & Treasurer
                                               (Duly authorized officer & chief accounting
                                               officer)

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