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, 2000

                                       OR

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

For  the transaction period from to

Commission file number 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,  2000,  2,500  shares  of the  registrant's  common  stock  were
outstanding, all of which were owned by the registrant's parent company.

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



<PAGE>

                                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

                        Statements of Stockholder's Equity                                  6

                        Notes to Financial Statements                                       7

               Item 2   Management's Discussion and Analysis of Financial                   8
                        Condition and Results of Operations

Part II        OTHER INFORMATION

               Item 1   Legal Proceedings                                                 14

               Item 6   Exhibits and Reports on Form 8-K                                  14

               Signatures                                                                 14


</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,
                                           -------------------------  -------------------------
                                              2000         1999          2000          1999
                                           -----------  ------------  ------------  ------------
REVENUES:

  Premium and fee income                $       4,715 $        (1)  $      9,850  $        344
  Net investment income                         2,572       1,529          4,864         2,815
  Realized gains (losses) on                      199                        296           (21)
    investments

                                           -----------  ------------  ------------  ------------
                                                7,486       1,528         15,010         3,138
BENEFITS AND EXPENSES:
  Life and other policy benefits                3,679          18          8,523            18
  Change in reserves                              286                       (670)
  Interest paid or credited to
    contractholders                             2,206         904          3,400         2,094
  General and administrative expenses             575         111          1,629           479
                                           -----------  ------------  ------------  ------------

                                                6,746       1,033         12,882         2,591
                                           -----------  ------------  ------------  ------------

INCOME BEFORE INCOME TAXES                        740         495          2,128           547

PROVISION FOR INCOME TAXES:
   Current                                        650         (72)         1,117           208
   Deferred                                      (343)        279           (241)           21
                                           -----------  ------------  ------------  ------------

                                                  307         207            876           229
                                           -----------  ------------  ------------  ------------

NET INCOME                              $         433 $       288   $      1,252  $        318
                                           ===========  ============  ============  ============
</TABLE>
















See notes to financial statements.

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

BALANCE SHEETS
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
(Dollars in Thousands)
-----------------------------------------------------------------------------------------------
                                                                  June 30,       December 31,
                                                                    2000             1999
                                                                --------------   --------------
ASSETS                                                           (Unaudited)
------

INVESTMENTS:
    Fixed maturies:
       Held-to-maturity at amortized cost
       (fair value $49,066 and $35,335)                      $        50,781  $        37,050
       Available-for-sale, at fair value
       (amortized cost $97,244 and $77,740)                           93,362           74,149
    Short-term investments, available-for-sale
       (cost approximates fair value)                                  3,127            1,600
                                                                --------------   --------------

      Total Investments                                              147,270          112,799

Cash                                                                   7,657            5,443
Reinsurance receivable                                                 2,086            1,426
Deferred policy acquisition costs                                      1,582            1,702
Investment income due and accrued                                      1,418            1,204
Due from Parent Corporation                                              874            3,302
Other assets                                                           2,386            3,366
Premiums in course of collection                                       2,006              537
Deferred income taxes                                                  2,394            2,050
Separate account assets                                               44,048           39,881
                                                                --------------   --------------

TOTAL ASSETS                                                 $       211,721  $       171,710
                                                                ==============   ==============

LIABILITIES AND STOCKHOLDER'S EQUITY

POLICY BENEFIT LIABILITIES:
    Policy reserves                                          $        96,816  $        93,434
    Policy and contract claims                                         3,621            4,894
    Policyholder's funds                                                  78               93

GENERAL LIABILITIES:
    Other liabilities                                                 35,480            2,794
    Separate account liabilities                                      44,048           39,881
                                                                --------------   --------------

      Total Liabilities                                              180,043          141,096
                                                                --------------   --------------

STOCKHOLDER'S EQUITY:
    Common stock, $1,000 par value, 10,000 shares
authorized,
       2,500 shares issued and outstanding                             2,500            2,500
    Additional paid-in capital                                        28,600           28,600
    Accumulated other comprehensive income (loss)                     (2,522)          (2,334)
    Retained earnings                                                  3,100            1,848
                                                                --------------   --------------

      Total Stockholder's Equity                                      31,678           30,614
                                                                --------------   --------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                   $       211,721  $       171,710
                                                                ==============   ==============
</TABLE>

See notes to financial statements.

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

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

-----------------------------------------------------------------------------------------------
(Unaudited)
                                                                        Six Months Ended
                                                                            June 30,

                                                                  -----------------------------
                                                                      2000            1999
                                                                  -------------   -------------

OPERATING ACTIVITIES:
    Net income                                                 $        1,252  $          318
    Adjustments to reconcile net income to
      net cash provided by operating activities:
       Amortization of investments                                       (283)             28
       Realized (gains) losses on disposal of investments                (296)             21
       Deferred income taxes                                             (242)             21
    Changes in assets and liabilities:
        Accrued interest and other receivables                         (1,683)           (142)
        Policy benefit liabilities                                        680           2,202
        Reinsurance recoverable                                          (660)           (101)
        Other, net                                                     33,771          (1,046)
                                                                  -------------   -------------
                 Net cash provided by (used in) operating              32,539           1,301
activities

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

INVESTING ACTIVITIES:
Proceeds from maturities and redemptions investments:
    Fixed maturities:
      Held-to-maturity                                                    547             273
      Available-for-sale                                               39,768           5,372
Purchases of investments:
    Fixed maturities:
      Held-to-maturity                                                (14,144)        (16,000)
      Available-for-sale                                              (60,353)         (9,436)
                                                                  -------------   -------------

                 Net cash provided by (used in) investing             (34,182)        (19,791)
activities

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

FINANCING ACTIVITIES:
   Contract deposits, net of withdrawals                                1,429           4,743
   Due to Parent Corporation                                            2,428          (2,113)
   Capital Contributions                                                               16,000
                                                                  -------------   -------------

              Net cash provided by (used in) financing                  3,857          18,630
activities

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

NET INCREASE (DECREASE) IN CASH                                         2,214             140

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

CASH, END OF PERIOD                                            $        7,657  $          845
                                                                  =============   =============
</TABLE>


See notes to financial statements.

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
==============================================================================================
[Dollars in thousands except for share information]

                                                                                        Accumulated
                                                                        Additional         Other

                                                                      Paid-in       Comprehensive       Retained
                                        Shares         Amount         Capital       Income (Loss)       Earnings         Total
                                     -------------  -------------   -------------  -----------------  -------------   -------------

BALANCE, DECEMBER 31, 1998                2,500          2,500          12,600             717               825          16,642

Net income                                                                                                 1,023           1,023
Other comprehensive income (loss)                                                       (3,051)                           (3,051)
                                                                                                                      -------------
  Comprehensive income (loss)                                                                                             (2,028)
                                                                                                                      -------------
Capital contribution                                                    16,000                                            16,000
                                     -------------  -------------   -------------  -----------------  -------------   -------------

BALANCE, DECEMBER 31, 1999                2,500   $      2,500   $      28,600   $      (2,334)     $      1,848   $      30,614
                                     -------------  -------------   -------------  -----------------  -------------   -------------

Net income                                                                                                 1,252           1,252
Other comprehensive loss
  Change in unrealized gains/(losses                                                      (188)                             (188)
Comprehensive income                                                                                                       1,064
                                     -------------  -------------   -------------  -----------------  -------------   -------------

BALANCE, JUNE 30, 2000                    2,500   $      2,500   $      28,600   $      (2,522)     $      3,100   $        31,678
                                     =============  =============   =============  =================  =============   =============

</TABLE>


See notes to financial statements.

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Amounts in Thousands)
(Unaudited)

1.      BASIS OF PRESENTATION

        First  Great-West  Life & Annuity  Insurance  Company (the Company) is a
        wholly-owned  subsidiary of Great-West Life & Annuity  Insurance Company
        (the Parent  Corporation or GWL&A).  The Company was  incorporated  as a
        stock  life  insurance  company  in  the  State  of  New  York  and  was
        capitalized  on April 4, 1997.  The Company was licensed as an insurance
        company in the State of New York on May 28, 1997.

        The  financial  statements  and related  notes of the Company  have been
        prepared in accordance  with generally  accepted  accounting  principles
        applicable to interim financial  reporting and do not include all of the
        information and footnotes  required for complete  financial  statements.
        However,  in the opinion of  management,  these  statements  include all
        normal recurring  adjustments  necessary for a fair  presentation of the
        results.  These financial  statements should be read in conjunction with
        the audited financial  statements and the accompanying notes included in
        the Company's  latest  annual  report on Form 10-K, as amended,  for the
        year ended December 31, 1999.

        Operating  results  for the six  months  ended  June  30,  2000  are not
        necessarily  indicative of the results that may be expected for the full
        year ending December 31, 2000.

2.      OTHER

        On October 6, 1999, the Parent entered into an agreement (the Agreement)
        with   Allmerica   Financial   Corporation   ("Allmerica")   to  acquire
        Allmerica's  group life and health insurance  business on March 1, 2000.
        The policies resident in the State of New York have been assigned to the
        Company as part of the Agreement.  This business  primarily  consists of
        administrative  services  only  and stop  loss  policies.  The  in-force
        business is expected to be underwritten and retained by the Company upon
        each policy renewal date. The purchase price is based on a percentage of
        the premium and administrative fees in-force at March 1, 2000, and March
        1, 2001.

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

                                             Three Months Ended           Six Months Ended
                                                  June 30,                    June 30,
                                          --------------------------  -------------------------
        Operating Summary

         (Thousands)                         2000          1999          2000          1999
        --------------------------------  ------------  ------------  -----------   -----------
        Premiums and fee income         $     4,715   $        (1)  $     9,850  $        344
        Net investment income                 2,572         1,529         4,864         2,815
        Realized gains (losses) on
          investments                           199                         296           (21)
                                          ------------  ------------  -----------   -----------
             Total Revenues                   7,486         1,528        15,010         3,138

        Total benefits and expenses           6,746         1,033        12,882         2,591
        Income tax expense                      307           207           876           229
                                          ------------  ------------  -----------   -----------
             Net income                 $       433   $       288   $     1,252  $        318
                                          ============  ============  ===========   ===========

        Deposits for investment-type
          contracts                     $       - -   $       - -   $       163  $      4,725
        Deposits to separate
          accounts                            2,122         4,017         4,123         6,490

                                                              June 30,          December 31,
        Balance Sheet (Thousands)                               2000                1999
        -----------------------------------------------   -----------------   -----------------
        Investment assets                              $      147,270      $       112,799
        Separate account assets                                44,048               39,881
        Total assets                                          211,721              171,710
        Total policy benefit liabilities                      100,515               98,421
        Total stockholder's equity                             31,678               30,614
</TABLE>

        GENERAL

        The  following  discussion  addresses  the  financial  condition  of the
        Company as of June 30, 2000,  compared with  December 31, 1999,  and its
        results of operations for the three months and six months ended June 30,
        2000, compared with the same periods last year. The discussion should be
        read in  conjunction  with  the  Management's  Discussion  and  Analysis
        section included in the Company's report on Form 10-K for the year-ended
        December  31,  1999 to which  the  reader  is  directed  for  additional
        information.

        RESULTS OF OPERATIONS

        The Company's net income  increased  $145 thousand and $934 thousand for
        the second  quarter  and first six months of 2000 when  compared  to the
        second quarter and first six months of 1999. This increase was primarily
        due to the increase in the group health and life business related to the
        December 1999  purchase of business from Anthem Health & Life  Insurance
        Company of New York  ("Anthem  New York") and to the growth and  further
        development of the Company.

        Premium and fee income  increased  $4.7 million and $9.5 million for the
        second  quarter and first six months of 2000 when compared to the second
        quarter  and  first six  months of 1999.  The  increase  for the  second
        quarter and year to date are due to increased  premiums and fees related
        to the group health and life business  purchased from Anthem New York in
        December 1999.

        Net  investment  income  increased $1.0 million and $2.0 million for the
        second  quarter and first six months of 2000 when compared to the second
        quarter  and  first six  months of 1999.  The  increase  for the  second
        quarter  and  year to date are due to an  increase  in  invested  assets
        related  to Bank  Owned Life  Insurance  ("BOLI"),  as well as a capital
        infusion   from  GWL&A  of  $16  million  in  June  1999.   The  capital
        contribution  resulted in a large  increase  in  invested  assets in the
        second  half of 1999,  which in turn  increased  net  investment  income
        throughout the second half of 1999 and the first six months of 2000.

        The Company had a realized  investment  gain of $199  thousand  and $296
        thousand for the second  quarter and first six months of 2000.  The gain
        for the second quarter was the result of the sale of  available-for-sale
        securities  of $11.0  million.  The year to date gain is also due to the
        sale of  available-for-sale  securities but at more  favorable  interest
        rates compared to interest rates during the same period in 1999.

        The increase in benefits and expenses  during the second quarter and the
        first six months of 2000 is primarily due to the additional group health
        and life  business  related  to the  purchase  from  Anthem  New York in
        December  1999.  Expenses  have also  increased as the Company  incurred
        additional costs to administer the group health and life business.

        Total Assets and Liabilities  increased $40 million or 23% when compared
        to year ended  December 31, 1999.  The increase is  attributable  to new
        BOLI business.

        SEGMENT RESULTS

        Employee Benefits

        On December 1, 1999, the Company entered into an assumption  reinsurance
        transaction  with  Anthem  New  York.  The  results  below  reflect  the
        operations for the Employee  Benefits segment for the second quarter and
        first six months of 2000:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                           Three Months Ended             Six Months Ended
        Operating Summary                       June 30,                      June 30,
                                        --------------------------    --------------------------
        (Thousands)                        2000           1999           2000          1999
        -----------------------------   -----------    -----------    -----------   ------------
        Premium and fee income        $     4,521   $              $      9,573   $
        Net investment income                  14                           560
        Realized investment
         gains (losses)
                                        -----------    -----------    -----------   ------------
                Total revenues              4,535                        10,133

        Total benefits

          and expenses                      4,114              6          8,681              6
        Income tax expenses                   134              2            556              2
                                        -----------    -----------    -----------   ------------
                Net income (loss)     $       287   $         (8)  $        896   $         (8)
                                        ===========    ===========    ===========   ============
</TABLE>

        Operations for the Employee Benefits segment had an overall increase for
        the second  quarter  and first six months of 2000 when  compared  to the
        second  quarter and first six months of 1999.  The  increases are due to
        the group health and life business related to the December 1999 purchase
        of Anthem New York.

        Financial Services

        The  following is a summary of certain  financial  data of the Financial
        Services segment:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                           Three Months Ended             Six Months Ended
        Operating Summary                       June 30,                      June 30,
                                        --------------------------    -------------------------
        (Thousands)                        2000           1999           2000          1999
        -----------------------------   -----------    -----------    -----------   ------------
        Premium and fee income        $       194   $         (1)  $        277   $        344
        Net investment income               2,558          1,529          4,304          2,815
        Realized investment
         gains (losses)                       199                           296            (21)
                                        -----------    -----------    -----------   ------------
                Total revenues              2,951          1,528          4,877          3,138

        Total benefits

          and expenses                      2,632          1,027          4,201          2,585
        Income tax expenses                   173            205            320            227
                                        -----------    -----------    -----------   ------------
                Net income            $       146   $        296   $        356   $        326
                                        ===========    ===========    ===========   ============

        Deposits for investment

          type contracts                                                    163          4,725
        Deposits to separate

          Accounts                          2,122          4,017          4,123          6,490
</TABLE>

        Net Income for Financial Services increased  (decreased) $(150) thousand
        and $30 thousand for the second quarter and the first six months of 2000
        when  compared  to the second  quarter and the first six months of 1999.
        The decrease  was  primarily  due to the increase in operating  expenses
        related to the selling of the segment's  variable annuity products.  The
        increase was  primarily due to the interest on surplus and realized bond
        gains.

        Premium and fee income for Financial Services increased (decreased) $195
        thousand  and $(67) for the second  quarter  and the first six months of
        2000 when  compared  to the second  quarter  and the first six months of
        1999. The increase was primarily related to an increase in premiums from
        the  segment's  variable  annuity  product.  The decrease was  primarily
        related to BOLI products. The nature of this type of product can lead to
        large fluctuations from period to period.

        Net  Investment  income  increased $1.0 million and $1.5 million for the
        second  quarter  and the first six months of 2000 when  compared  to the
        second  quarter and the first six months of 1999. The increases were due
        to an increase in invested  assets as well as a capital  infusion of $16
        million from the Parent in the second half of 1999.

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

        GENERAL ACCOUNT INVESTMENTS

        The Company's  primary  investment  objective is to acquire assets whose
        durations  and cash flows reflect the  characteristics  of the Company's
        liabilities,  while  meeting  industry,  size,  issuer,  and  geographic
        diversification   standards.   Formal   liquidity  and  credit   quality
        parameters  have also been  established.  One of the  Company's  primary
        objectives is to ensure that its fixed maturity  portfolio is maintained
        at a high average quality, so as to limit credit risk. If not externally
        rated, the securities are rated by the Company on a basis intended to be
        similar to that of the rating agencies.

        The    distribution    of   the   fixed   maturity    portfolio    (both
        available-for-sale  and held-to-maturity) by credit rating is summarized
        as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                     June 30,           December 31,
                   Credit Rating                       2000                 1999
        -------------------------------------   -------------------  -------------------

                        AAA                             58.8%                57.4%
                         AA                             14.2%                11.2%
                         A                               7.5%                10.1%
                        BBB                             16.2%                21.3%
                    BB and Below                         3.3%                 0.0%
                                                -------------------  -------------------
                       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,  2000,  net  unrealized  losses on
        fixed  maturities  included  in  stockholders'  equity,  which is net of
        policyholder-related   amounts  and  deferred  income  taxes,  decreased
        surplus by $188 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 $10.8 million and $7.0
        million as of June 30, 2000 and December 31, 1999, respectively.

PART II OTHER INFORMATION

        Item 1 Legal Proceedings

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

        Item 6 Exhibits and Reports on Form 8-K
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

               (a)    Index to Exhibits

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

                              27                Financial Data Schedule          15
</TABLE>

               (b)    Reports on Form 8-K

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

SIGNATURES

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

                      FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY



DATE:       August 10, 2000    BY: /s/  Glen R. Derback
            -------------- -----------------------------------------------------
                                  Glen R. Derback, Vice President and Treasurer
                            (Duly authorized officer & chief accounting Officer)