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 September 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 September  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.



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<TABLE>


<S>                                    <C>
                                     - 13 -
                                TABLE OF CONTENTS



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

               Item 1   Financial Statements

                        Statements of Income                                                3

                        Balance Sheets                                                      4

                        Statements of Cash Flows                                            5

                        Notes to Financial Statements                                       6

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

Part II        OTHER INFORMATION

               Item 1   Legal Proceedings                                                  12

               Item 6   Exhibits and Reports on Form 8-K                                   12

               Signatures                                                                  12





</TABLE>














<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              Nine Months Ended
                                          September 30,                   September 30,
                                   -----------------------------   ----------------------------
                                       1999           1998             1999           1998
                                   -------------  --------------   -------------   ------------
REVENUES:
  Premium and fee income        $          67   $         39    $         411   $          94
  Net investment income                 1,653          1,280            4,468           2,078
  Realized gains (losses) on
    investments                             0             90              (21)             74
                                   -------------  --------------   -------------   ------------

                                        1,720          1,409            4,858           2,246
                                   -------------  --------------   -------------   ------------
BENEFITS AND EXPENSES:
  Life and other policy                    11             30               29              75
benefits
  Interest paid or credited to
    contractholders                     1,208            737            3,302             829
  General and administrative
    expenses                              238            159              717             288
                                   -------------  --------------   -------------   ------------

                                        1,457            926            4,048           1,192
                                   -------------  --------------   -------------   ------------
INCOME BEFORE INCOME
TAXES                                     263            483              810           1,054

PROVISION FOR
INCOME TAXES:
   Current                                 72            483              280           1,722
   Deferred                                 2           (283)              23          (1,281)
                                   -------------  --------------   -------------   ------------

                                           74            200              303             441
                                   -------------  --------------   -------------   ------------

NET INCOME                      $         189   $        283    $         507   $         613
                                   =============  ==============   =============   ============

</TABLE>




See notes to financial statements.


<PAGE>


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

BALANCE SHEETS
(Dollars in thousands except for share information)

                                                    September 30,   December 31,
                                                        1999             1998
                                                    --------------  ------------
ASSETS                                               (Unaudited)

INVESTMENTS:
    Fixed maturies:
       Held-to-maturity at amortized cost
       (fair value $29,351 and $15,044)                   30,139  $     14,500
       Available-for-sale, at fair value
       (amortized cost $67,854 and $63,321)               65,266        65,154
    Short-term investments, available-for-sale
       (cost approximates fair value)                      7,197           699
                                                    --------------  ------------

      Total Investments                                  102,602        80,353

Cash                                                         658           705
Reinsurance receivable                                       167           123
Deferred policy acquisition costs                          2,474           381
Investment income due and accrued                          1,174           695
Other assets                                                   3            19
Deferred income taxes                                      1,892           983
Current income taxes                                         226
Separate account assets                                   32,958        23,836
                                                    --------------  ------------

TOTAL ASSETS                                             142,154  $    107,095
                                                    ==============  ============

LIABILITIES AND STOCKHOLDER'S EQUITY

POLICY BENEFIT LIABILITIES:
    Policy reserves                                       72,391  $     64,320
    Policy and contract claims                               175           125

GENERAL LIABILITIES:
    Due to Parent Corporation                                151         2,077
    Other liabilities                                      5,059            95
    Separate account liabilities                          32,958        23,836
                                                    --------------  ------------

      Total Liabilities                                  110,734        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                (1,012)          717
    Retained earnings                                      1,332           825
                                                    --------------  ------------

      Total Stockholder's Equity                          31,420        16,642
                                                    --------------  ------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY               142,154  $    107,095
                                                    ==============  ============

See notes to financial statements.


<PAGE>


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
(Unaudited)
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                       Nine Months Ended
                                                                         September 30,
                                                                  -----------------------------
                                                                      1999            1998
                                                                  -------------   -------------

OPERATING ACTIVITIES:
    Net income                                                 $          507  $         613
    Adjustments to reconcile net income to
      net cash provided by operating activities:
       Amortization of investments                                         46            (16)
       Realized losses on disposal of investments                          21            (73)
       Deferred income taxes                                               23         (1,281)
    Changes in assets and liabilities:
        Accrued interest and other receivables                           (479)          (586)
        Life insurance and annuity reserves                             3,816            904
        Reinsurance recoverable                                           (44)
        Other, net                                                      4,421          2,672
                                                                  -------------   -------------
                 Net cash provided by (used in) operating               8,311          2,233
activities
                                                                  -------------   -------------

INVESTING ACTIVITIES:
Proceeds from maturities and redemptions investments:
    Fixed maturities:
      Held-to-maturity                                                    359
      Available-for-sale                                                5,537         73,261
Purchases of investments:
    Fixed maturities:
      Held-to-maturity                                                (16,000)       (14,500)
      Available-for-sale                                              (16,633)      (126,208)
                                                                  -------------   -------------

                 Net cash provided by (used in) investing             (26,737)       (67,447)
activities
                                                                  -------------   -------------

FINANCING ACTIVITIES:
   Contract deposits, net of withdrawals                                4,305          62,502
   Due to Parent Corporation                                           (1,926)          1,937
   Capital contributions                                               16,000           8,600
                                                                  -------------   -------------

              Net cash provided by (used in) financing                 18,379          73,039
activities
                                                                  -------------   -------------

NET INCREASE (DECREASE) IN CASH                                           (47)          7,825

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

CASH, END OF PERIOD                                            $          658  $        9,473
                                                                  =============   =============

</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 nine months ended  September 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
        No.  133,  "Accounting  for  Derivative   Instruments  and  for  Hedging
        Activities",  which is required to be adopted in years  beginning  after
        June 15, 1999. This Statement  provides a  comprehensive  and consistent
        standard for the  recognition and measurement of derivatives and hedging
        activities.  In June 1999,  the  Financial  Accounting  Standards  Board
        issued  Statement No. 137,  "Accounting  for Derivative  Instruments and
        Hedging  Activities - Deferral of the Effective  Date of FASB  Statement
        No. 133",  which delays the effective  date of Statement No. 133 for one
        year,  to fiscal years  beginning  after June 15,  2000.  Because of the
        Company's  minimal use of  derivatives,  management  does not anticipate
        that the adoption of the new Statement will have a significant effect on
        earnings or the financial position of the Company.



<PAGE>

<TABLE>

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

                                                  Three Months               Nine Months
                                                     Ended                      Ended
                                                 September 30,              September 30,
                                             -----------------------    -----------------------
     Operating Summary (Thousands)             1999         1998          1999         1998
                                             ----------   ----------    ----------  -----------

     Premiums and fee income              $        67  $       39   $        411  $       94
     Net investment income                      1,653       1,280          4,468       2,078
     Realized (losses) on
       investments                                             90            (21)         74
                                             ----------   ----------    ----------  -----------
          Total revenues                        1,720       1,409          4,858       2,246

     Total benefits and expenses                1,457         926          4,048       1,192
     Income tax expense                            74         200            303         441
                                             ==========   ==========    ==========  ===========
          Net income                      $       189  $      283   $        507  $      613
                                             ==========   ==========    ==========  ===========

     Deposits for investment-type
       contracts                          $            $   12,528   $      4,725  $   62,528
     Deposits to separate accounts               1,855      3,765          8,345      11,411

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

     Investment assets                               $        102,602     $        80,353
     Separate account assets                                   32,958              23,836
     Total assets                                             142,154             107,095
     Total policyholder liabilities                            72,566              64,445
     Total stockholder's equity                                31,420              16,642
</TABLE>

        GENERAL

        The  following  discussion  addresses  the  financial  condition  of the
        Company as of September 30, 1999,  compared with December 31, 1998,  and
        its results of operations for the three and nine months ended  September
        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 $94 thousand or 33% and $106 thousand
        or 17% for the third  quarter and nine  months of 1999 when  compared to
        the third  quarter and nine 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.

        During 1999, the Company has received BOLI deposits of $4.7 million. The
        large deposits in 1998 related to only two cases. The Company  continues
        to market its BOLI product. Additionally, the Company received a capital
        contribution  of $8.6  million and $16.0  million  during 1998 and 1999,
        respectively.  The combination of these  activities  resulted in a large
        increase in invested assets at the end of 1998 and during 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  fourth
        quarter of 1999.

        Premiums and fee income increased $28 thousand and $317 thousand for the
        third quarter and nine months of 1999 when compared to the third quarter
        and nine  months of 1998.  The  increase  is due to  increased  fees and
        premiums from separate accounts and BOLI products.

        Net investment  income  increased $373 thousand and $2.4 million for the
        third quarter and nine months of 1999 when compared to the third quarter
        and nine  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
        million in 1999.

        The Company had a realized  investment  loss of $21 thousand  during the
        nine 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  ($3.3 million in 1999 versus $.8
        million in 1998).  Expenses have also  increased as the Company  matures
        and additional costs are incurred to administer the additional  business
        being written.



<PAGE>


        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:

                                     September 30,         December 31,
                   Credit Rating          1999                 1998
        ----------------------------------------------  -------------------

        AAA                                61.5%              62.7%
        AA                                  9.2%               6.5%
        A                                   4.5%              13.1%
        BBB                                24.8%              17.7%
                                    ==================  ===================
                       TOTAL              100.0%             100.0%
                                    ==================  ===================

        The Company follows  rigorous  procedures to control  interest rate risk
        and  observes  strict asset and  liability  matching  guidelines.  These
        guidelines  are designed to ensure that even in changing  interest  rate
        environments,  the Company's assets will always be able to meet the cash
        flow  and  income  requirements  of  its  liabilities.  Through  dynamic
        modeling,  using  state-of-the-art  software to analyze the effects of a
        wide range of possible market changes upon  investments and policyholder
        benefits,   the  Company  ensures  that  its  investment   portfolio  is
        appropriately   structured  to  fulfill  financial  obligations  to  its
        policyholders.

        During the nine months ended September 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 $1.7 million.



<PAGE>


        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 $7.9 million and $1.4
        million as of September 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 September 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 September 30, 1999, we believe that GWL&A is Y2K ready.

        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 September  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 $13.6
        million on its Y2K  project  through the end of  September  30, 1999 and
        expects to spend up to  approximately  $14.8 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.



<PAGE>


PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     Index to Exhibits

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

        27                  Financial Data            13
                            Schedule

(b)     Reports on Form 8-K

No reports on Form 8-K have been filed during the third 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: November 12, 1999    BY: /s/     Glen R. Derback
                    Glen R. Derback, Vice President and Treasurer
                    (Duly authorized officer and chief accounting officer)