UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)
|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended                          June 30, 2002
                                          --------------------------------------

OR

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

For the transaction period from                       to
                                   -----------------      ----------------------

Commission file number                             333-25269
                                       ----------------------------------

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

         New York                                        93-1225432
--------------------------------------    --------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation 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 June 30, 2002, 2,500 shares of the registrant's common stock were
outstanding, all of which were owned by the registrant's parent company.

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



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                                TABLE OF CONTENTS


Part I       FINANCIAL INFORMATION                                                                            Page
                                                                                                           -----------
             Item 1   Financial Statements
<S>                                                                                                            <C>
                      Statements of Income                                                                     3

                      Balance Sheets                                                                           4

                      Statements of Cash Flows                                                                 6

                      Statement of Stockholder's Equity                                                        7

                      Notes to Financial Statements                                                            8

             Item 2   Management's Discussion and Analysis of Financial Condition and Results
                      of Operations                                                                            9

             Item 3   Quantitative and Qualitative Disclosures About Market Risk                               15

Part II      OTHER INFORMATION                                                                                 16

             Item 1   Legal Proceedings                                                                        16

             Item 6   Exhibits and Reports on Form 8-K                                                         16

             Signature                                                                                         16

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PART I     FINANCIAL INFORMATION

ITEM 1     FINANCIAL STATEMENTS

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF INCOME
[Dollars in Thousands]
======================================================================================================================
[Unaudited]
                                                   Three Months Ended                      Six Months Ended
                                                        June 30,                               June 30,
                                            ----------------------------------    -----------------------------------
                                                 2002               2001               2002                2001
<S>                                                <C>                <C>               <C>                 <C>
                                            ---------------    ---------------    ---------------     ---------------
REVENUES:
  Premium income                        $          2,518    $         4,449    $         5,042    $          9,016
  Fee income                                         948              1,541              2,018               3,360
  Net investment income                            3,224              2,915              6,464               5,773
  Realized gains (losses)
    on investments                                    75                (46)                77                 446
                                            ---------------    ---------------    ---------------     ---------------

                                                   6,765              8,859             13,601              18,595
                                            ---------------    ---------------    ---------------     ---------------
BENEFITS AND EXPENSES:

  Life and other policy benefits                   1,681              2,331              3,357               8,124
  Change in reserves                                  97               (336)               180                (704)
  Interest paid or credited
    to contractholders                             1,742              1,966              3,780               3,998
  General and administrative
    expenses                                       1,780              1,172              3,400               2,967
                                            ---------------    ---------------    ---------------     ---------------

                                                   5,300              5,133             10,717              14,385
                                            ---------------    ---------------    ---------------     ---------------
INCOME BEFORE
  INCOME TAXES                                     1,465              3,726              2,884               4,210

PROVISION FOR
  INCOME TAXES:
  Current                                            954              1,526              1,619               1,716
  Deferred                                          (433)                15               (528)                 30
                                            ---------------    ---------------    ---------------     ---------------
                                                     521              1,541              1,091               1,746
                                            ---------------    ---------------    ---------------     ---------------

NET INCOME                              $            944    $         2,185    $         1,793    $          2,464
                                            ===============    ===============    ===============     ===============












See notes to financial statements.
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<CAPTION>

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

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

                                                                             June 30,               December 31,
ASSETS                                                                         2002                     2001
------
                                                                        --------------------    ---------------------
                                                                           [unaudited]
<S>                                                                             <C>                      <C>
INVESTMENTS:
  Fixed maturities available-for-sale, at fair value
      (amortized cost $185,725 and $176,687)                        $            191,303     $           178,591
  Short-term investments, available-for-sale
    (cost approximates fair value)                                                 4,167                   3,854
                                                                        --------------------    ---------------------

    Total investments                                                            195,470                 182,445

  Cash                                                                             7,732                   7,860
  Reinsurance receivable                                                           2,478                   2,346
  Deferred policy acquisition costs                                                1,505                   1,257
  Investment income due and accrued                                                1,854                   1,713
  Uninsured claims receivable                                                        399                   1,884
  Due from parent corporation                                                                                107
  Other assets                                                                     2,246                   3,371
  Premiums in course of collection                                                   504                     792
  Deferred income taxes                                                            1,149                   1,377
  Separate account assets                                                         41,690                  45,576
                                                                        --------------------    ---------------------


TOTAL ASSETS                                                        $            255,027     $           248,728
                                                                        ====================    =====================

                                                                                                    (continued)
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FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

BALANCE SHEETS
[Dollars in Thousands]
======================================================================================================================

                                                                             June 30,               December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                                           2002                     2001
------------------------------------
                                                                        --------------------    ---------------------
                                                                            [unaudited]
<S>                                                                              <C>                     <C>
POLICY BENEFIT LIABILITIES:

  Policy reserves                                                   $            160,489     $           152,874
  Policy and contract claims                                                       1,951                   1,175
  Policyholders' funds                                                             2,868                   2,801

GENERAL LIABILITIES:

  Due to Parent Corporation                                                          476
  Bank overdrafts                                                                  1,808                   3,104
  Other liabilities                                                                1,363                   1,986
  Separate account liabilities                                                    41,690                  45,576
                                                                        --------------------    ---------------------

    Total liabilities                                                            210,645                 207,516
                                                                        --------------------    ---------------------

STOCKHOLDER'S EQUITY:

  Common stock, $1,000 par value; 10,000 shares
    authorized; 2,500 shares issued and outstanding                                2,500                   2,500
  Additional paid-in capital                                                      28,600                  28,600
  Accumulated other comprehensive income                                           2,104                     727
  Retained earnings                                                               11,178                   9,385
                                                                        --------------------    ---------------------
    Total stockholder's equity                                                    44,382                  41,212
                                                                        --------------------    ---------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                          $            255,027     $           248,728
                                                                        ====================    =====================

See notes to financial statements.                                                                  (Concluded)

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<CAPTION>

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
======================================================================================================================
[Unaudited]
                                                                                      Six Months Ended
                                                                                          June 30,
                                                                        ---------------------------------------------
                                                                               2002                     2001
<S>                                                                               <C>                    <C>
OPERATING ACTIVITIES:

  Net income                                                        $              1,793     $             2,464
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Amortization of investments                                                     (652)                   (659)
    Realized gains on disposal of investments                                         77                    (446)
    Depreciation and amortization                                                    (86)                    154
    Deferred income taxes                                                           (528)                     30
  Changes in assets and liabilities:
    Policy benefit liabilities                                                     7,546                   3,931
    Reinsurance recoverable                                                         (132)                   (509)
    Accrued interest and other receivables                                           147                   1,776

    Other, net                                                                    (1,150)                (18,414)
                                                                        --------------------    ---------------------

    Net cash provided by (used in) operating activities                            7,015                 (11,673)
                                                                        --------------------    ---------------------

INVESTING ACTIVITIES:

  Proceeds from maturities and redemptions of investments:
    Fixed maturities available-for-sale                                           12,423                  34,711
  Purchases of investments:
    Fixed maturities available-for-sale                                          (21,035)                (28,134)
                                                                        --------------------    ---------------------
Net cash (used in) provided by investing activities                               (8,612)                  6,577
                                                                        --------------------    ---------------------

FINANCING ACTIVITIES:
  Contract deposits, net of withdrawals                                              886                   7,200
  Due to Parent Corporation                                                          583                  (1,419)
                                                                        --------------------    ---------------------

    Net cash provided by financing activities                                      1,469                   5,781

NET (DECREASE) INCREASE IN CASH                                                     (128)                    685

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

CASH, END OF PERIOD                                                 $              7,732     $             9,147
                                                                        ====================    =====================








See notes to financial statements.
</TABLE>


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<CAPTION>


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2002
======================================================================================================================
[Dollars in Thousands]
[Unaudited]
                                                                           Accumulated
                                                          Additional          Other
                                    Common Stock           Paid-in        Comprehensive         Retained
                             -------------------------
                               Shares         Amount       Capital           Income             Earnings              Total
                             -----------    ----------   -----------    --------------     ----------------     ----------------
<S>                              <C>            <C>          <C>             <C>                <C>                  <C>
BALANCES, JANUARY 1, 2002        2,500      $   2,500    $  28,600       $     727          $    9,385           $   41,212

Net income                                                                                       1,793                1,793
Other comprehensive income                                                   1,377                                    1,377
                                                                                                                 ----------------
Comprehensive income                                                                                                  3,170
                             -----------    ----------    ----------     --------------     ----------------     ----------------


BALANCES, JUNE 30, 2002          2,500      $   2,500    $  28,600       $   2,104          $   11,178           $   44,382
                             ===========    ==========    ==========     ==============     ================     ================


See notes to financial statements.

</TABLE>

<PAGE>


FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Amounts in Thousands]
================================================================================
[Unaudited]

1.       BASIS OF PRESENTATION

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

         The financial statements and related notes of the Company have been
         prepared in accordance with accounting principles generally accepted in
         the United States of America applicable to interim financial reporting
         and do not include all of the information and footnotes required for
         complete financial statements. However, in the opinion of management,
         these statements include all normal recurring adjustments necessary for
         a fair presentation of the results. These financial statements should
         be read in conjunction with the audited financial statements and the
         accompanying notes included in the Company's latest annual report on
         Form 10-K for the year ended December 31, 2001.

         Operating results for the six months ended June 30, 2002 are not
         necessarily indicative of the results that may be expected for the full
         year ending December 31, 2002.

         Certain reclassifications have been made to the 2001 financial
         statements to conform to the 2002 presentation.

2.       NEW ACCOUNTING PRONOUNCEMENTS

         On June 29, 2001, Statement No. 142, "Goodwill and Other Intangible
         Assets" (SFAS No. 142) was approved by the FASB. SFAS No. 142 changes
         the accounting for goodwill and certain other intangibles from an
         amortization method to an impairment-only approach. Amortization of
         goodwill, including goodwill recorded in past business combinations,
         will cease upon adoption of this statement. The Company implemented
         SFAS No.142 on January 1, 2002 without material impact on the Company's
         financial position or results of operations.

         In August 2001, the FASB issued Statement No.144 "Accounting for the
         Impairment or Disposal of Long-Lived Assets" (SFAS No.144). SFAS No.144
         supercedes current accounting guidance relating to impairment of
         long-lived assets and provides a single accounting methodology for
         long-lived assets to be disposed of, and also supercedes existing
         guidance with respect to reporting the effects of the disposal of a
         business. SFAS No.144 was adopted January 1, 2002 without a material
         impact on the Company's financial position or results of operations.

         In April 2002, the FASB issued Statement No. 145 "Rescission of FASB
         No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
         Corrections" (SFAS No. 145). FASB No. 4 required all gains or losses
         from extinguishment of debt to be classified as extraordinary items net
         of income taxes. SFAS No. 145 requires that gains and losses from
         extinguishment of debt be evaluated under the provision of Accounting
         Principles Board Opinion No. 30, and be classified as ordinary items
         unless they are unusual or infrequent or meet the specific criteria for
         treatment as an extraordinary item. This statement is effective January
         1, 2003. The Company does not expect this statement to have a material
         effect on the Company's financial position or results of operations.


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         In July 2002, the FASB issued Statement No. 146 " Accounting for Costs
         Associated With Exit or Disposal Activities" (SFAS No. 146). This
         statement addresses financial accounting and reporting for costs
         associated with exit or disposal activities and nullifies EITF Issue
         No. 94-3, "Liability Recognition for Certain Employee Termination
         Benefits and Other Costs to Exit an Activity (including Certain Costs
         Incurred in a Restructuring)." This statement requires recognition of a
         liability for a cost associated with an exit or disposal activity when
         the liability is incurred, as opposed to when the entity commits to an
         exit plan under EITF 94-3. SFAS No. 146 is to be applied prospectively
         to exit or disposal activities initiated after December 31, 2002. The
         Company does not expect this statement to have a material impact on the
         Company's financial position or results of operations.

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

                                                       Three Months Ended                  Six Months Ended
                  Operating Summary                         June 30,                           June 30,
                                                  ------------------------------     ------------------------------
                     [Thousands]                      2002             2001              2002             2001
         ------------------------------------     -------------    -------------     -------------    -------------
<S>                                                   <C>               <C>             <C>               <C>
         Premium income                       $       2,518     $       4,449    $       5,042     $       9,016
         Fee income                                     948             1,541            2,018             3,360
         Net investment income                        3,224             2,915            6,464             5,773
         Realized gains (losses) on
           investments                                   75               (46)              77               446
                                                  -------------    -------------     -------------    -------------
           Total revenues                             6,765             8,859           13,601            18,595


         Total benefits and expenses                  5,300             5,133           10,717            14,385
         Income tax expenses                            521             1,541            1,091             1,746
                                                  -------------    -------------     -------------    -------------
           Net income                         $         944     $       2,185    $       1,793     $       2,464
                                                  =============    =============     =============    =============



                                                    Three Months Ended                    Six Months Ended
                Operating Summary                        June 30,                             June 30,
                                                  ------------------------------     ------------------------------
                   [Thousands]                        2002             2001              2002             2001
         ---------------------------------        -------------     ------------     -------------    -------------
         Deposits for investment
           -type contracts                    $      2,109      $      2,427      $      2,240      $      7,629
         Deposits to separate
           accounts                                  2,627             2,504             3,964             5,379
         Self funded premium
           equivalents                               6,001            13,403            12,397            19,803
</TABLE>

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<CAPTION>


                  Balance Sheet                                                    June 30,         December 31,
                   [Thousands]                                                       2002               2001
         ---------------------------------                                       -------------    ------------------
<S>                                                                                <C>                <C>
         Investment assets                                                    $    195,470   $        182,445
         Separate account assets                                                    41,690             45,576
         Total assets                                                              255,027            248,728
         Total policy benefit
           liabilities                                                             165,308            156,850
         Total stockholder's equity                                                 44,382             41,212
</TABLE>




<PAGE>


         GENERAL

         This Form 10-Q contains forward-looking statements. Forward-looking
         statements are statements not based on historical information and which
         relate to future operations, strategies, financial results or other
         developments. In particular, statements using verbs such as "expect,"
         "anticipate," "believe" or words of similar import generally involve
         forward-looking statements. Without limiting the foregoing,
         forward-looking statements include statements which represent the
         Company's beliefs concerning future or projected levels of sales of the
         Company's products, investment spreads or yields, or the earnings or
         profitability of the Company's activities. Forward-looking statements
         are necessarily based upon estimates and assumptions that are
         inherently subject to significant business, economic and competitive
         uncertainties and contingencies, many of which are beyond the Company's
         control and many of which, with respect to future business decisions,
         are subject to change. These uncertainties and contingencies can affect
         actual results and could cause actual results to differ materially from
         those expressed in any forward-looking statements made by, or on behalf
         of, the Company. Whether or not actual results differ materially from
         forward-looking statements may depend on numerous foreseeable and
         unforeseeable events or developments, some of which may be national in
         scope, such as general economic conditions and interest rates, some of
         which may be related to the insurance industry generally, such as
         pricing competition, regulatory developments and industry
         consolidation, and others of which may relate to the Company
         specifically, such as credit, volatility and other risks associated
         with the Company's investment portfolio, and other factors. Readers are
         also directed to consider other risks and uncertainties discussed in
         documents filed by the Company and certain of its subsidiaries with the
         Securities and Exchange Commission.

         The following discussion addresses the financial condition of the
         Company as of June 30, 2002, compared with December 31, 2001, and its
         results of operations for the quarter and six months ended June 30,
         2002, compared with the same periods last year. The discussion should
         be read in conjunction with the Management's Discussion and Analysis
         section included in the Company's report on Form 10-K for the
         year-ended December 31, 2001 to which the reader is directed for
         additional information.

         RESULTS OF OPERATIONS

         The Company's net income decreased $1.2 million and $0.7 million for
         the second quarter and first six months of 2002 when compared to the
         second quarter and first six months of 2001. The decreases are
         primarily in the Employee Benefits segment.

         Premium and fee income decreased $2.5 million and $5.3 million for the
         second quarter and first six months of 2002 when compared to the second
         quarter and first six months of 2001. The decreases are primarily due
         to membership decline in the Employee Benefits segment.

         Net investment income increased $309 thousand and $691 thousand for the
         second quarter and first six months of 2002 when compared to the second
         quarter and first six months of 2001. The increase is due to an
         increase in investment assets associated with an increase in Business
         Owned Life Insurance (BOLI) policy reserves.

         The Company had a realized investment gain of $77 thousand for the
         first six months of 2002. The $369 thousand decrease from the same
         period last year is the result of investment yield enhancement activity
         on the sale of available-for-sale securities in the first six months of
         2001.

         Benefits and expenses decreased $3.7 million for the first six months
         of 2002 when compared to the same period last year due to a combination
         of lower group life and health claims and an administrative expense
         reduction related to reduced membership in the Employee Benefits
         segment.


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

         Historically, the 401(k) business unit had been included with the
         Employee Benefits segment. In order to capitalize on administrative
         system efficiencies and group pension expertise, the 401(k) business is
         now administered by the Financial Services segment. As a result, prior
         period segment results have been reclassified to conform with this
         change.

         SEGMENT RESULTS

         Employee Benefits

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

                 Operating Summary               Three Months Ended June 30,          Six Months Ended June 30,
                                               --------------------------------    ---------------------------------
                    [Thousands]                    2002              2001              2002               2001
         ----------------------------------    --------------    --------------    --------------     --------------
<S>                                            <C>               <C>               <C>                <C>
         Premium Income                     $        2,536    $        4,353    $        5,062    $         8,922
         Fee Income                                    852             1,447             1,833              3,171
         Net investment
           Income                                      329               309               825                608
         Realized gains (losses)
           on investments                               55               (38)               55                (38)
                                               --------------    --------------    --------------     --------------
           Total revenues                            3,772             6,071             7,775             12,663

         Total benefits and
           Expenses                                  3,035             2,681             5,742              9,172
         Income tax expenses                           274             1,420               795              1,453
                                               --------------    --------------    --------------     --------------
           Net income                       $          463    $        1,970    $        1,238    $         2,038
                                               ==============    ==============    ==============     ==============

         Self funded premium equivalents
                                            $        6,001    $       13,403    $       12,397    $        19,803
</TABLE>


         Employee Benefits net income decreased $1.5 million and $800 thousand
         for the second quarter and first six months of 2002 when compared to
         the second quarter and first six months of 2001. The decrease was
         primarily due to an expense loss due to reduced membership.

         Premium and fee income decreased $2.4 million and $5.2 million for the
         second quarter and first six months of 2002 when compared to the second
         quarter and first six months of 2001. The decrease is due primarily to
         higher termination rates on the business acquired from Anthem of New
         York.

         Net investment income increased $20 thousand and $217 thousand for the
         second quarter and first six months of 2002 when compared to the second
         quarter and first six months of 2001. The increase was primarily the
         result of the reallocation of surplus between segments.

         Total benefits and expenses increased $354 thousand and decreased $3.4
         million for the second quarter and first six months of 2002 when
         compared to the second quarter and first six months of 2001. The
         decrease for the first six months of 2002 when compared to the first
         six months of 2001 was due to a combination of lower group life and
         health claims and an administrative expense reduction related to
         reduced membership.

         Self funded premium equivalents decreased $7.4 million in the second
         quarter and first six months of 2002 when compared to the same periods
         in 2001 primarily due to membership decline.


<PAGE>
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<CAPTION>



         Financial Services

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

                 Operating Summary               Three Months Ended June 30,          Six Months Ended June 30,
                                               --------------------------------    ---------------------------------
                    [Thousands]                    2002              2001              2002               2001
         ----------------------------------    --------------    --------------    --------------     --------------
<S>                                                  <C>               <C>               <C>                <C>
         Premium Income                     $          (18)   $           96    $          (20)   $            94
         Fee Income                                     96                94               185                189
         Net investment
           income                                    2,895             2,606             5,639              5,165
         Realized gains (losses)
           on investments                               20                (8)               22                484
                                               --------------    --------------    --------------     --------------

         Total revenues                              2,993             2,788             5,826              5,932

         Total benefits and expenses                 2,265             2,452             4,975              5,213
         Income tax expenses                           247               121               296                293
                                               --------------    --------------    --------------     --------------
         Net income (loss)                  $          481    $          215    $          555    $           426
                                               ==============    ==============    ==============     ==============

         Deposits for investment
           -type contracts                  $        2,109    $        2,427    $        2,240    $         7,629
         Deposits to separate accounts               2,627             2,504             3,964              5,379
</TABLE>


         Net Income for Financial Services increased $266 thousand and $129
         thousand for the second quarter and first six months of 2002 when
         compared to the second quarter and first six months of 2001. The
         increase was primarily due to an increase in interest margins on the
         BOLI block of business.

         Premium income decreased $114 thousand for the second quarter and for
         the first six months of 2002 when compared to the same periods in 2001
         primarily due to reinsurance premium paid on the BOLI business in
         force.

         The Company had a realized investment gain of $22 thousand for the six
         months of 2002. The $462 thousand decrease from the same period last
         year is the result of investment yield enhancement activity on the sale
         of available-for-sale securities during the first six months of 2001.

         Benefits and expenses decreased $187 thousand and $238 thousand in
         second quarter and first six months of 2002, when compared to the same
         periods in 2001, due to lower death claims.

         Deposits for investment-type contracts decreased $318 thousand and $5.3
         million for the second quarter and first six months of 2002 when
         compared to the second quarter and first six months of 2001. The
         decrease was due to lower sales of BOLI products. BOLI sales generally
         represent large single-deposit contracts, the timing of which can
         significantly impact individual quarters.

         Deposits to separate accounts decreased $1.4 million for the first six
         months of 2002 when compared to the first six months of 2001 due to
         volatility in U.S. equity markets.

         GENERAL ACCOUNT INVESTMENTS

         The Company's primary investment objective is to acquire assets with
         duration and cash flow characteristics reflective of the Company's
         liabilities, while meeting industry, size, issuer, and geographic
         diversification standards. Formal liquidity and credit quality
         parameters have also been established.


<PAGE>


         Fixed maturity investments include public and privately placed
         corporate bonds, government bonds and mortgage-backed and asset-backed
         securities. Private placement investments that are primarily in the
         held-to-maturity category are generally less marketable than publicly
         traded assets, yet they typically offer covenant protection that allows
         the Company, if necessary, to take appropriate action to protect its
         investment. The Company believes that the cost of the additional
         monitoring and analysis, required by private placements, is more than
         offset by their enhanced yield.

         One of the Company's primary objectives is to ensure that its fixed
         maturity portfolio is maintained at a high average quality, so as to
         limit credit risk. If not externally rated, the securities are rated by
         the Company on a basis intended to be similar to that of the rating
         agencies.

         The distribution of the fixed maturity portfolio by credit rating is
         summarized as follows:

                                    June 30,                  December 31,
                                      2002                        2001
                              ----------------------     -----------------------

                 AAA                      61.3  %                     65.0  %
                 AA                       12.3  %                      6.8  %
                  A                       10.8  %                     11.9  %
                 BBB                      13.6  %                     13.9  %
            BB and Lower                   2.0  %                      2.4  %
                              ----------------- ----     ------------------ ----

                TOTAL                    100.0  %                    100.0  %
                              ================= ====     ================== ====

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

         During the six months ended June 30, 2002, net unrealized gains on
         fixed maturities included in stockholders' equity, which is net of
         policyholder-related amounts and deferred income taxes, increased
         surplus by $1.4 million.

         CRITICAL ACCOUNTING POLICIES

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         the Company's management to make a variety of estimates and
         assumptions. These estimates and assumptions affect, among other
         things, the reported amounts of assets and liabilities, the disclosure
         of contingent liabilities and the reported amounts of revenues and
         expenses. Actual results can differ from the amounts previously
         estimated, which were based on the information available at the time
         the estimates were made.

         The critical accounting policies described below are those that the
         Company believes are important to the portrayal of the Company's
         financial condition and results, and which require management to make
         difficult, subjective and/or complex judgments. Critical accounting
         policies cover accounting matters that are inherently uncertain because
         the future resolution of such matters is unknown. The Company believes
         that critical accounting policies include policy reserves, allowances
         for credit losses, deferred policy acquisition costs, and valuation of
         privately placed fixed maturities.

         Policy Reserves

         Life Insurance and Annuity Reserves - Life insurance and annuity policy
         reserves with life contingencies are computed on the basis of estimated
         mortality, investment yield, withdrawals, future maintenance and
         settlement expenses, and retrospective experience rating premium
         refunds. Annuity contract reserves without life contingencies are
         established at the contractholder's account value.

         Reinsurance - Policy reserves ceded to other insurance companies are
         carried as a reinsurance receivable on the balance sheet. The cost of
         reinsurance related to long-duration contracts is accounted for over
         the life of the underlying reinsured policies using assumptions
         consistent with those used to account for the underlying policies.
         Reinsurance contracts do not relieve the Company from its obligations
         to policyholders. Failure of reinsurers to honor their obligations
         could result in losses to the Company. The Company evaluates the
         financial condition of its reinsurers and monitors concentrations of
         credit risk arising from similar geographic regions, activities, or
         economic characteristics of the reinsurers to minimize its exposure to
         significant losses from reinsurer insolvencies. In the normal course of
         business, the Company seeks to limit its exposure to loss on any single
         insured and to recover a portion of benefits paid by ceding risks to
         other insurance enterprises under excess coverage and co-insurance
         contracts. The Company retains 100% of the first $50 thousand of
         coverage per individual life and has a maximum of $250 thousand of
         coverage per individual life. Life insurance policies are first
         reinsured to the Parent Corporation up to a maximum of $1.25 million of
         coverage per individual life. Any excess amount is reinsured to a third
         party.

         Policy and Contract Claims - Policy and contract claims include
         provisions for reported life and health claims in process of
         settlement, valued in accordance with the terms of the related policies
         and contracts, as well as provisions for claims incurred and unreported
         based primarily on prior experience of the Company.

         Allowance For Credit Losses

         The Company maintains an allowance for credit losses at a level that,
         in management's opinion, is sufficient to absorb credit losses on its
         amounts receivable related to uninsured accident and health plan claims
         paid on behalf of policyholders and premiums in course of collection.
         Management's judgement is based on past loss experience and current and
         projected economic conditions.

         Deferred Policy Acquisition Costs

         Policy acquisition costs, which primarily consist of sales commissions
         and costs associated with the Company's group sales representatives
         related to the production of new business, have been deferred to the
         extent recoverable. These costs are variable in nature and are
         dependent upon sales volume. Deferred costs associated with the annuity
         products are being amortized over the life of the contracts in
         proportion to the emergence of gross profits. Retrospective adjustments
         of these amounts are made when the Company revises its estimates of
         current or future gross profits. Deferred costs associated with
         traditional life insurance are amortized over the premium paying period
         of the related policies in proportion to premium revenues recognized.

         Valuation Of Privately Placed Fixed Maturities

         The estimated fair values of financial instruments have been determined
         using available information and appropriate valuation methodologies.
         However, considerable judgement is required to interpret market data to
         develop estimates of fair value. Accordingly, the estimates presented
         are not necessarily indicative of the amounts the Company could realize
         in a current market exchange. The use of different market assumptions
         and/or estimation methodologies may have a material effect on the
         estimated fair value amounts.

         To determine fair value for fixed maturities not actively traded, the
         Company utilizes discounted cash flows calculated at current market
         rates on investments of similar quality and term.

         LIQUIDITY AND CAPITAL RESOURCES

         The Company's operations have liquidity requirements that are dependent
         upon the principal product lines. Life insurance and pension plan
         reserves are primarily long-term liabilities. Life insurance and
         pension plan reserve requirements are usually stable and predictable,
         and are supported primarily by long-term, fixed income investments.

         Generally, the Company has met its operating requirements by
         maintaining appropriate levels of liquidity in its investment
         portfolio. Liquidity for the Company has remained strong, as evidenced
         by significant amounts of short-term investments and cash that totaled
         $11.9 million and $11.7 million as of June 30, 2002 and December 31,
         2001, respectively.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's assets are purchased to fund future benefit payments to
         its policyholders and contractholders. The primary risk of these assets
         is exposure to rising interest rates.

         To manage interest rate risk, the Company invests in assets that are
         suited to the products that it sells. For products with uncertain
         timing of benefit payments such as life insurance, the Company invests
         in fixed income assets with expected cash flows that are earlier than
         the expected timing of the benefit payments. The Company can then react
         to changing interest rates as these assets mature for reinvestment.

         There are no significant changes to the Company's risk from December
         31, 2001.


<PAGE>



PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

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

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Index to Exhibits

                  None

         (b)      Reports on Form 8-K

                  None

SIGNATURES

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

        FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY


BY:       /s/ Glen R. Derback                       DATE: August 14, 2002
          ----------------------------------        ---------------------------
          Glen R. Derback,
          Vice President and Treasurer
          (Duly authorized officer and chief accounting officer)