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      March 31, 2003
                                   ----------------------------------------

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                                  333-1173
                                               ----------------------------

                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
--------------------------------------------------------------------------------

           Colorado                             84-0467907
----------------------------------   -------------------------------------
(State or other jurisdiction of       (I.R.S. Employer Identification
incorporation ororganization)                   Number)


                 8515 East Orchard Road, Greenwood Village, CO 80111
            --------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)

                                   [303] 737-4128

            --------------------------------------------------------------
                (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
           --------------         --------------

Indicate by check mark whether the registrant is an accelerated filer as defined
in ss.240.12(b)-2 of this chapter.

   Yes                      No          X
           --------------         --------------

The public may read and copy any of the registrant's reports filed with the SEC
at the SEC's Public Reference Room, 450 Fifth Street NW, Washington DC 20549,
telephone 1-800-SEC-0330 or online at (http://www.sec.gov).

As of May 1, 2003, 7,032,000 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>
<CAPTION>
                                TABLE OF CONTENTS

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

                   Consolidated Statements of Income                                       3

                   Consolidated Balance Sheets                                             4

                   Consolidated Statements of Cash Flows                                   6

                   Consolidated Statements of Stockholder's Equity                         8

                   Notes to Consolidated Financial Statements                              9

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

                   of Operations                                                           11

           Item 3  Quantitative and Qualitative Disclosures About Market Risk              18

           Item 4  Controls and Procedures                                                 19

Part II    OTHER INFORMATION                                                               20

           Item 1  Legal Proceedings                                                       20

           Item 6  Exhibits and Reports on Form 8-K                                        20

           Signature                                                                       20
</TABLE>


PART I   FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF INCOME
[Dollars in Thousands]
<TABLE>
<CAPTION>
=================================================================================================
[Unaudited]
                                                                       Three Months Ended
                                                                            March 31
                                                                 -------------------------------
REVENUES:                                                            2003             2002
                                                                 --------------   --------------
<S>                                                                 <C>               <C>
  Premium                                                     $      273,903    $     289,521
  Fee income                                                         215,874          226,744
  Net investment income                                              214,631          229,729
  Net realized gains on investments                                   26,315            6,241
                                                                 --------------   --------------
                                                                     730,723          752,235
BENEFITS AND EXPENSES:

  Life and other policy benefits (net of reinsurance
    recoveries totaling $5,737 and 13,767)                           187,407          210,328
  Increase in reserves                                                53,012           39,594
  Interest paid or credited to contractholders                       114,677          125,900
  Provision for policyholders' share of earnings
   on participating business                                           2,361              929
  Dividends to policyholders                                          24,803           24,202
                                                                 --------------   --------------
                                                                     382,260          400,953

  Commissions                                                         39,900           39,437
  Operating expenses                                                 171,289          197,784
  Premium taxes                                                        6,661            5,800
                                                                 --------------   --------------
                                                                     600,110          643,974

INCOME BEFORE INCOME TAXES                                           130,613          108,261

PROVISION FOR INCOME TAXES:
  Current                                                             27,073            6,862
  Deferred                                                            17,601           28,512
                                                                 --------------   --------------
                                                                      44,674           35,374
                                                                 --------------   --------------
NET INCOME                                                    $       85,939    $      72,887
                                                                 ==============   ==============



See notes to consolidated financial statements.


                                       3


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
=================================================================================================
                                                               March 31          December 31,
ASSETS                                                           2003                2002
------
                                                           -----------------    ----------------
                                                             [unaudited]
INVESTMENTS:

 Fixed maturities available-for-sale, at fair value
   (amortized cost $10,179,266 and $9,910,662)          $     10,627,847     $     10,371,152
 Mortgage loans on real estate (net of allowances
   of $53,654 and $55,654)                                       381,317              417,412
 Common stock, at fair value (cost $100,970, and
   $102,862)                                                      96,813               90,188
 Real estate                                                       1,734                3,735
 Policy loans                                                  2,963,359            2,964,030
 Short-term investments, available-for-sale
   (cost $530,711 and $709,592)                                  530,711              709,804
                                                           -----------------    ----------------

   Total investments                                          14,601,781           14,556,321

OTHER ASSETS:
 Cash                                                            237,831              154,600
 Reinsurance receivable                                          226,093              241,153
 Deferred policy acquisition costs                               273,085              267,846
 Investment income due and accrued                               132,099              133,166
 Amounts receivable related to uninsured accident
   and health plan claims (net of allowances of
   $48,091 and $42,144)                                          113,698               86,228
 Premiums in course of collection (net of allowances
   of $11,134 and $12,011)                                        52,313               54,494
 Deferred income taxes                                            55,885               69,016
 Other assets                                                    987,306              754,869
 SEPARATE ACCOUNT ASSETS                                      11,174,963           11,338,376
                                                           -----------------    ----------------

TOTAL ASSETS                                            $     27,855,054     $     27,656,069
                                                           =================    ================

                                                                                 (continued)


                                       4


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
=================================================================================================
[unaudited]
                                                              March 31,          December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                             2003                2002
------------------------------------
                                                           -----------------   -----------------
                                                             [unaudited]
POLICY BENEFIT LIABILITIES:

 Policy reserves                                        $     12,297,628     $    12,251,214
 Policy and contract claims                                      361,596             378,995
 Policyholders' funds                                            285,753             299,730
 Provision for policyholders' dividends                           77,836              76,983
 Undistributed earnings on participating business                174,454             170,456

GENERAL LIABILITIES:
 Due to GWL                                                       26,235              33,841
 Due to GWL&A Financial Inc.                                     183,890             171,416
 Repurchase agreements                                           149,814             323,200
 Commercial paper                                                 94,318              96,645
 Other liabilities                                             1,331,369             850,757
 SEPARATE ACCOUNT LIABILITIES                                 11,174,963          11,338,376
                                                           -----------------   -----------------
   Total liabilities                                          26,157,856          25,991,613
                                                           -----------------   -----------------

STOCKHOLDER'S EQUITY:

 Preferred stock, $1 par value, 50,000,000 shares
   authorized; 0 shares issued and outstanding
 Common stock, $1 par value; 50,000,000 shares
   authorized; 7,032,000 shares issued and outstanding             7,032               7,032
 Additional paid-in capital                                      720,226             719,709
 Accumulated other comprehensive income                          142,593             150,616
 Retained earnings                                               827,347             787,099
                                                           -----------------   -----------------
   Total stockholder's equity                                  1,697,198           1,664,456
                                                           -----------------   -----------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY              $     27,855,054     $    27,656,069
                                                           =================   =================

See notes to consolidated financial statements.                                  (Concluded)
</TABLE>

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
<TABLE>
<CAPTION>
=================================================================================================
[Unaudited]
----------------------------------------------------------- -------------------------------------
                                                                    Three Months Ended
                                                                        March 31,
                                                           -------------------------------------
                                                           ----------------- -- ----------------
OPERATING ACTIVITIES:                                            2003                2002
-------------------------------------------------------    -----------------    ----------------
<S>                                                              <C>                  <C>
 Net income                                             $         85,939     $         72,887
 Adjustments to reconcile net income to net cash
   provided by operating activities:
   Gain allocated to participating policyholders                   2,361                  929
   Amortization of investments                                   (17,909)             (18,667)
   Realized gains on disposal of investments
    and write-downs of mortgage loans and real estate            (26,315)              (6,241)
   Amortization                                                    7,732               16,007
   Deferred income taxes                                          17,601               28,512
 Changes in assets and liabilities:
   Policy benefit liabilities                                    125,002              104,315
   Reinsurance receivable                                         15,060                 (351)
   Accrued interest and other receivables                        (24,222)               6,159
   Other, net                                                    (20,993)            (280,197)
                                                           -----------------    ----------------
   Net cash provided by (used in) operating activities           164,256              (76,647)

INVESTING ACTIVITIES:

 Proceeds from sales, maturities, and redemptions
   of investments:
   Fixed maturities available-for-sale:
    Sales                                                      1,741,273            1,796,138
    Maturities and redemptions                                   561,312              388,547
   Mortgage loans                                                 38,270               41,069
   Real estate                                                     3,000                1,800
   Common stock                                                    5,901                7,227
 Purchases of investments:
   Fixed maturities available-for-sale                        (2,092,206)          (2,035,914)
   Real estate                                                      (233)                (908)
   Common stock                                                   (4,663)
                                                           -----------------    ----------------

   Net cash provided by investing activities                     252,654              197,959

                                       6

                                                                                  (continued)



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
-------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
=================================================================================================
[Unaudited]
                                                                    Three Months Ended
                                                                        March 31,
                                                           -------------------------------------
FINANCING ACTIVITIES:                                            2003                2002
                                                           -----------------    ----------------

 Contract withdrawals, net of deposits                  $       (117,143)    $       (150,908)
 Net GWL repayments                                               (7,606)              (2,205)
 Net GWL&A Financial borrowings (repayments)                      12,474              (18,774)
 Dividends paid                                                  (45,691)             (45,412)
 Commercial paper (repayments) borrowings                         (2,327)               1,684
 Repurchase agreements (repayments) borrowings                  (173,386)              21,591
                                                           -----------------    ----------------
   Net cash used in financing activities                        (333,679)            (194,024)
                                                           -----------------    ----------------

NET INCREASE (DECREASE) IN CASH                                   83,231              (72,712)

CASH, BEGINNING OF YEAR                                          154,600              213,731
                                                           -----------------    ----------------
CASH, END OF PERIOD                                     $        237,831     $        141,019
                                                           =================    ================


See notes to consolidated financial statements.                                   (Concluded)
</TABLE>

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2003 [Dollars in Thousands]
<TABLE>
<CAPTION>
=================================================================================================
[Unaudited]
                                                                                         Accumulated Other
                                                                                        Comprehensive Income
                                                                                               (Loss)
                                                                                      -------------------------
                                                                                      Unrealized     Minimum
                                                                          Additional    Gains        Pension

                         Preferred Stock        Common Stock        Paid-in     (Losses)      Liability     Retained
                                                                                    on
                         Shares    Amount     Shares     Amount     Capital     Securities    Adjustment    Earnings       Total
                         -------   -------   ---------   --------   ---------   -----------   -----------   ----------   ----------
<S>                         <C>       <C>     <C>        <C>         <C>         <C>           <C>          <C>         <C>
BALANCE, JANUARY 1, 2003     0  $      0      7,032   $   7,032  $   719,709 $   163,500   $   (12,884)  $  787,099   $  1,664,456

 Net income                                                                                                  85,939        85,939
 Other comprehensive                                                              (8,023)                                  (8,023)
   income
                                                                                                                         ----------
Total comprehensive                                                                                                        77,916
   income
                                                                                                                         ----------
Dividends                                                                                                   (45,691)      (45,691)
Income tax benefit
  on stock compensation                                                  517                                                  517
                         -------   -------   ---------   --------   ---------   -----------   -----------   ----------   ----------
BALANCE, MARCH 31, 2003      0  $      0      7,032   $   7,032  $   720,226 $   155,477   $   (12,884)  $  827,347   $  1,697,198
                         =======   =======   =========   ========   =========   ===========   ===========   ==========   ==========
</TABLE>


See notes to consolidated financial statements.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[Amounts in Thousands]
================================================================================
[Unaudited]

1.      BASIS OF PRESENTATION

        The consolidated financial statements and related notes of Great-West
        Life & Annuity Insurance Company (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 consolidated financial statements and
        the accompanying notes included in the Company's latest annual report on
        Form 10-K for the year ended December 31, 2002.

        Operating results for the three months ended March 31, 2003 are not
        necessarily indicative of the results that may be expected for the full
        year ending December 31, 2003.

        At March 31, 2003, the Company has a stock option plan that provides for
        the granting of options on common shares of Great-West Lifeco Inc.
        (Lifeco), of which the Company is an indirect wholly-owned subsidiary,
        to certain officers and employees of Lifeco and its subsidiaries,
        including the Company. The Company accounts for the plan under
        recognition and measurement principles of APB Opinion No. 25 "Accounting
        for Stock Issued to Employees," and related interpretations. No
        stock-based employee compensation cost is reflected in net income, as
        all options granted under this plan had an exercise price equal to the
        market value of the underlying common stock on the date of grant. The
        following table illustrates the effect on net income if the Company had
        applied the fair value recognition provisions of FASB Statement No. 123,
        "Accounting for Stock-Based Compensation" to stock-based employee
        compensation.
<TABLE>
<CAPTION>

                          Proforma disclosures                     For the three months
                              [Thousands]                             ended March 31,
                                                                  ------------------------
                                                                    2003          2002
        -------------------------------------------------------   ----------    ----------
<S>                                                                  <C>          <C>
           Net income as reported                               $     85,939 $      72,887
           Less compensation for fair value of stock options,
           net of                                                        659           566
              related tax effects
                                                                  ----------    ----------
                                                                  ----------    ----------
           Proforma net income                                  $     85,280 $      72,321
                                                                  ==========    ==========
</TABLE>


2.      NEW ACCOUNTING PRONOUNCEMENTS

         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.  SFAS No. 145 was  adopted
         January 1, 2003 without a material  impact on the Company's  financial
         position or results of operations.

        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
        adoption of this statement did not have a material impact on the
        Company's financial position or results of operations.

        In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
        "Guarantor's Accounting and Disclosure Requirements for Guarantees,
        Including Indirect Guarantees of Indebtedness of Others" to clarify
        accounting and disclosure requirements relating to a guarantor's
        issuance of certain types of guarantees. FIN 45 requires entities to
        disclose additional information about certain guarantees, or groups of
        similar guarantees, even if the likelihood of the guarantor's having to
        make any payments under the guarantee is remote. The disclosure
        provisions are effective for financial statements for fiscal years ended
        after December 15, 2002. For certain guarantees, the interpretation also
        requires that guarantors recognize a liability equal to the fair value
        of the guarantee upon its issuance. This initial recognition and
        measurement provision is to be applied only on a prospective basis to
        guarantees issued or modified after December 31, 2002. In the normal
        course, the Company may enter into agreements which may contain features
        which meet the FIN 45 definition of a guarantee, and while the maximum
        guarantee cannot always be determined, given the nature of the future
        events which may or may not occur, any such arrangements that were
        material have been previously disclosed by the Company.

        In January 2003, FASB issued Interpretation No. 46 (FIN 46),
        "Consolidation of Variable Interest Entities", an interpretation of
        Accounting Research Bulletin (ARB) No. 51. This Interpretation addresses
        consolidation by business enterprises of variable interest entities
        (VIE), which have one or both of the following characteristics: a)
        insufficient equity investment at risk, or b) insufficient control by
        equity investors. This guidance is effective for VIEs created after
        January 31, 2003, and for existing VIEs as of July 1, 2003. An entity
        with variable interests in VIEs created before February 1, 2003, shall
        apply the guidance no later than the beginning of the first interim or
        annual reporting period beginning after June 15, 2003. In conjunction
        with the issuance of this guidance, the Company conducted a review of
        its involvement with VIEs and does not believe it has any significant
        investments or ownership in VIEs.

3.      OTHER

        The Company is involved in various legal proceedings that arise in the
        ordinary course of its business. In the opinion of management, after
        consultation with counsel, the resolution of these proceedings should
        not have a material adverse effect on its financial position or results
        of operations.

        On February 17, 2003, Great-West Lifeco announced a definitive agreement
        to acquire Canada Life Financial Corporation for $7.3 billion
        (Canadian). Canada Life is a Canadian based insurance company with
        business principally in Canada, the United Kingdom, the United States
        and Ireland. In the United States, Canada Life sells individual and
        group insurance and annuity products. Subject to required shareholder
        and regulatory approvals, the transaction is expected to close on July
        10, 2003.

        Canada Life's U.S. operations represented approximately $1.6 billion in
        annual revenue in 2002 and $7.4 billion in assets as of December 31,
        2002. If the transaction proceeds, Canada Life's U.S. operations will be
        integrated with the Company's operations. The details of the integration
        are still to be determined.

        Certain reclassifications have been made to the 2002 financial
        statements to conform to the 2003 presentation. These changes in
        classification had no effect on previously reported stockholder's equity
        or net income.
<TABLE>
<CAPTION>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                       Operating Summary                    Three Months Ended March 31,
                                                            -----------------------------
                          [Millions]                           2003             2002
        ------------------------------------------------    ------------    -------------
<S>                                                                <C>             <C>
        Premium income                                   $         274   $         289
        Fee income                                                 216             227
        Net investment income                                      215             230
        Realized investment gains                                   26               6
                                                            ------------    -------------
        Total revenues                                             731             752

        Total benefits and expenses                                600             644
        Income tax expenses                                         45              35
                                                            ------------    -------------
        Net income                                       $          86   $          73
                                                            ============    =============

        Deposits for investment- type contracts          $         147   $         150
        Deposits to separate accounts                              570             799
        Self-funded premium equivalents                          1,197           1,348


                         Balance Sheet                       March 31,      December 31,
                          [Millions]                           2003             2002
        ------------------------------------------------    ------------    -------------

        Investment assets                                $      14,602   $      14,556
        Separate account
         assets                                                 11,175          11,338
        Total assets                                            27,855          27,656
        Total policy
         benefit liabilities                                    13,197          13,177
        Due to GWL                                                  26              34
        Due to GWL&A

         Financial                                                 184             171
        Total stockholder's
         equity                                                  1,697           1,664
</TABLE>

        GENERAL

        This Form 10-Q contains forward-looking statements. Forward-looking
        statements are statements not based on historical information and that
        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 March 31, 2003, compared with December 31, 2002, and its
        results of operations for the quarter ended March 31, 2003, compared
        with the same period 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, 2002 to which the reader is directed for additional
        information.

        CONSOLIDATED RESULTS

        The Company's consolidated net income increased $13 million or 17.8 %
        for the first quarter of 2003 when compared to the first quarter of
        2002. The net income increase reflects improved morbidity, effective
        expense management, and an increase in realized investment gains on
        fixed maturities.

        Total revenues decreased $21 million or 2.8% for the first quarter of
        2003 when compared to 2002. The decrease in the first quarter was
        primarily due to a $15 million decrease in premium income and an $11
        million decrease in fee income.

        The decrease in premium and fee income for the first quarter is
        primarily in the Employee Benefits segment reflecting lower membership
        levels mainly associated with contract terminations resulting from
        pricing actions taken during 2002.

        The decrease in net investment income for the first quarter of 2003 was
        primarily the result of decreasing interest rates. The actual earned
        rate at March 31, 2003 was 6.67% compared to 6.99% at March 31, 2002.
        The earned rate is expected to trend lower in the next few quarters
        reflecting the interest rate environment.

        Benefits and expenses decreased $44 million or 6.8% for the first
        quarter of 2003 when compared to the first quarter of 2002. The decrease
        in benefits and expenses is primarily in the Employee Benefits division
        due to higher deficit recoveries resulting from pricing actions taken in
        2002 and lower operating expenses resulting from a reduction in staff
        and improved expense management.

        Income tax expense increased $10 million or 28.6% for the first quarter
        of 2003 when compared to the same period in 2002 reflecting the increase
        in pretax income.

        In evaluating its results of operations, the Company also considers net
        changes in deposits received for investment-type contracts, deposits to
        separate accounts and self-funded equivalents. Self-funded equivalents
        represent paid claims under minimum premium and administrative services
        only contracts. These amounts approximate the additional premiums which
        would have been earned under such contracts if they had been written as
        traditional indemnity or HMO programs.

        Deposits for separate accounts decreased $229 million or 28.7% for the
        first quarter of 2003 when compared to the first quarter of 2002. The
        decrease is due primarily to a decrease in group annuity single premium
        deposits.

        Self-funded premium equivalents decreased $151 million or 11.2% for the
        first quarter of 2003 when compared to the first quarter of 2002. The
        decrease was due to the decrease in membership and improved morbidity.

        SEGMENT RESULTS

        Employee Benefits

        The following is a summary of certain financial data of the Employee
Benefits segment:

                   Operating Summary                  Three Months Ended March
                                                                 31,
                                                     ---------------------------
                       [Millions]                       2003            2002
        -----------------------------------------    ------------    -----------
        Premium income                            $         236   $         243
        Fee income                                          159             171
        Net investment income                                16              17
        Realized investment gains                             5
                                                     ------------    -----------
        Total revenues                                      416             431

        Total benefits and expenses                         344             376
        Income tax expenses                                  25              18
                                                     ------------    -----------
        Net income                                $          47   $          37
                                                     ============    ===========

        Self-funded premium equivalents           $       1,197   $       1,348

        The $10 million increase in earnings for the first quarter of 2003
        compared to the first quarter of 2002 is primarily due to improved
        aggregate and specific stop loss morbidity.

        Premium and fee income decreased $19 million or 4.6% for the first
        quarter of 2003 when compared to the same period of 2002. The decrease
        is primarily due to lower membership levels. There was a 10.0% decrease
        in total health care membership from 2,174,000 at December 31, 2002 to
        1,956,100 at March 31, 2003. There was an 18.0% decrease in total health
        care membership from 2,386,200 at March 31, 2002 to 1,956,100 at March
        31, 2003. Much of the health care membership decline can be attributed
        to contract terminations resulting from pricing actions taken during
        2002. The decline in membership was also, in part, due to difficulties
        with the implementation of a systems enhancement, which was resolved by
        the end of 2001; a decrease in the employee base for existing group
        health care customers; and the general decline in the economy.

        Total benefits and expenses decreased $32 million or 8.5% for the first
        quarter of 2003 when compared to the first quarter of 2002. The decrease
        is due primarily to higher deficit recoveries resulting from the pricing
        actions taken and lower operating expenses resulting from a reduction in
        staff and improved expense management.

        Self-funded premium equivalents decreased $151 million for the first
        quarter of 2003 compared to the first quarter of 2002. The decrease was
        due to improved morbidity, as well as the decrease in membership.

        The Company recorded $14.0 million ($9.1 million, net of tax) of
        restructuring costs in the first quarter of 2002 related to the costs
        associated with the consolidation of benefit payment offices and sales
        offices throughout the United States. The charges relate to severance of
        $2.8 million, disposal of furniture and equipment of $4.4 million, and
        termination of leasing agreements of $6.8 million.

        During the first quarter of 2002, the premium deficiency reserve was
        reduced by $15.0 million ($9.8 million, net of tax) based on an analysis
        of emerging experience. The Company had released premium deficiency
        reserves of $18.7 million in 2001 and $6.2 million in the first quarter
        of 2002 to offset the underwriting losses incurred on the under priced
        block of business. The premium deficiency reserve at March 31, 2002 was
        $6.1 million and $0 at March 31, 2003.

        Financial Services

        The following is a summary of certain financial data of the Financial
        Services segment.
<TABLE>
<CAPTION>


                       Operating Summary                    Three Months Ended March 31,
                                                            -----------------------------
                          [Millions]                           2003             2002
        ------------------------------------------------    ------------    -------------
<S>                                                                <C>             <C>
        Premium income                                   $          38   $          46
        Fee income                                                  57              56
        Net investment income                                      199             211
        Realized investment gains                                   21               6
                                                            ------------    -------------
         Total revenues                                            315             319

        Total benefits and expenses                                256             266
        Income tax expenses                                         20              17
                                                            ------------    -------------
          Net income                                     $          39   $          36
                                                            ============    =============

        Deposits for investment-type contracts           $         147   $         150
        Deposits to separate accounts                    $         570   $         799
</TABLE>

        Net income for Financial Services increased $3 million for the first
        quarter of 2003 when compared to the same period last year. The increase
        reflects an increase in realized investment gains on fixed maturities
        and reductions in operating expenses.

        Savings

        Savings premiums and deposits and fees decreased $174 million to $336
        million or 34% for the first quarter of 2003 when compared to the same
        period last year. Deposits to separate accounts decreased $161 million
        from the first quarter of 2002. In the prior year, the Company received
        single premium deposits of $139 million. In 2003, single premium
        deposits were only $26 million due to lower sales.

        The Financial Services segment's core savings business is in the
        public/non-profit pension market. Policyholder liabilities decreased $40
        million or 1% from December 31, 2002 due to one large case termination.

        In the first quarter of 2003, the Financial Services segment's savings
        business experienced a decrease in the total lives under
        administrations. The decrease was the result of the loss of a single
        case. Total lives under administration at March 31, 2003 were 1,225,720
        compared to 1,331,061 at December 31, 2002.

        Assets in variable separate accounts were $2,459 million at March 31,
        2003, compared to $2,553 million at December 31, 2002. The decrease
        reflects lower deposits and the impact of the volatility of the U.S.
        equities market.

        Customer participation in guaranteed separate accounts increased during
        2003, as many customers prefer the security of fixed income securities
        in separate account assets. Assets under management for guaranteed
        separate account funds were $1,709 million at March 31, 2003 compared to
        $1,650 million at December 31, 2002.

        In addition to providing administrative services to customers of the
        Company's annuity products, a subsidiary of the Company also provides
        comprehensive third-party administrative and record keeping services for
        other financial institutions and employer-sponsored retirement plans.
        Including the savings business lives under administration referenced
        above, the Company currently provides these services to a total of
        1,629,315 lives at March 31, 2003, compared to 1,708,533 at December 31,
        2002.

        Life Insurance

        Individual life insurance deposits and premiums and fees of $80 million
        for the first quarter of 2003 represent a decrease of $24 million or 23%
        from the same period last year. The decrease is primarily due to slow
        sales in the BOLI markets due to low fixed interest rates.

        401(k)

        401(k) premiums and deposits decreased 10% for the first quarter of 2003
        when compared to the first quarter of 2002 (from $437 million to $395
        million) as a result of a decline in membership. Variable assets in
        separate accounts decreased during the first quarter of 2003 from $5.4
        billion at December 31, 2002, to $5.3 billion at March 31, 2003 due to
        the impact of lower U.S. equity markets and negative case growth
        resulting in lower deposits.

        GENERAL ACCOUNT INVESTMENTS

        The Company's primary investment objective is to acquire assets whose
        duration and cash flow 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.

        The Company follows rigorous procedures to control interest rate risk
        and observes strict asset and liability matching guidelines. These
        guidelines ensure that even in changing market conditions, the Company's
        assets will meet the cash flow and income requirements of its
        liabilities. Using dynamic modeling to analyze the effects of a 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.

        Fixed Maturities

        Fixed maturities investments include public and privately placed
        corporate bonds, government bonds, and mortgage-backed and asset-backed
        securities. The Company's strategy related to structured assets is to
        focus on those investments with lower volatility and minimal credit
        risk. The Company does not invest in higher risk mortgage obligations
        such as interest-only and principal-only strips, and currently has no
        plans to invest in such securities.

        Private placement investments 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 rating
        agencies.

        The distribution of the fixed maturity portfolio by credit rating is
        summarized as follows:
<TABLE>
<CAPTION>
                                                       March 31,            December 31,
                                                         2003                   2002
                                                   ------------------    -------------------
<S>                                                        <C>                    <C>
                           AAA                              60.6  %                58.9  %
                           AA                                8.7  %                 8.9  %
                            A                               14.4  %                15.2  %
                           BBB                              13.8  %                14.4  %
           BB and below (non-investment grade)               2.5  %                 2.6  %
                                                   -------------- ---    --------------- ---
                          TOTAL                            100.0  %               100.0  %
                                                   ============== ===    =============== ===
</TABLE>

        During the first three months of 2003, net unrealized gains on fixed
        maturities included in stockholder's equity, which is net of
        policyholder-related amounts and deferred income taxes, increased
        stockholder's equity by $8 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 a maximum of $1.5 million of coverage per
        individual life.

        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,
        and to absorb credit losses on its impaired loans. Management's
        judgement is based on past loss experience and current and projected
        economic conditions, and extensive situational analysis of each
        individual loan. The measurement of impaired loans is based on the fair
        value of the collateral.

        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 vary among the
        principal product lines. Life insurance and pension plan reserves are
        primarily long-term liabilities. Accident and health reserves, including
        long-term disability, consist of both short-term and 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. Accident and health claim demands
        are stable and predictable but generally shorter term, requiring greater
        liquidity.

        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 $768.5 million and
        $864.4 million as of March 31, 2003 and December 31, 2002, respectively.

        Funds provided from premiums and fees, investment income and maturities
        of investment assets are reasonably predictable and normally exceed
        liquidity requirements for payment of claims, benefits, and expenses.
        However, since the timing of available funds cannot always be matched
        precisely to commitments, imbalances may arise when demands for funds
        exceed those on hand. Also, a demand for funds may arise as a result of
        the Company taking advantage of current investment opportunities. The
        Company's capital resources represent funds available for long-term
        business commitments and primarily consist of retained earnings and
        proceeds from the issuance of equity securities. Capital resources
        provide protection for policyholders and the financial strength to
        support the underwriting of insurance risks, and allow for continued
        business growth. The amount of capital resources that may be needed is
        determined by the Company's senior management and Board of Directors, as
        well as by regulatory requirements. The allocation of resources to new
        long-term business commitments is designed to achieve an attractive
        return, tempered by considerations of risk and the need to support the
        Company's existing business.

        Additional liquidity is available through the Company's participation in
        repurchase agreements with third party brokers and the issuance of
        commercial paper. The Company had $149.8 million of repurchase
        agreements at March 31, 2003, compared to $323.2 million at December 31,
        2002. The Company's participation in repurchase agreements depends on
        current market conditions, and as a result, fluctuations may occur.

        The Company's financial strength provides the capacity and flexibility
        to enable it to raise funds in the capital markets through the issuance
        of commercial paper. The Company continues to be well capitalized, with
        sufficient borrowing capacity to meet the anticipated needs of its
        business. The Company had $94.3 million of commercial paper outstanding
        at March 31, 2003, and $96.6 million at December 31, 2002. The
        commercial paper has been given a rating of A-1+ by Standard & Poor's
        Corporation and a rating of P-1 by Moody's Investors Service, each being
        the highest rating available.

OBLIGATIONS RELATING TO DEBT AND LEASES AT MARCH 31, 2003 ARE AS FOLLOWS:
<TABLE>
<CAPTION>
                              2003       2004       2005       2006       2007      Thereafter
                             --------   --------   --------   --------   --------   -----------
<S>                            <C>        <C>        <C>        <C>        <C>            <C>
        Related party
         notes             $   --     $   --     $   --     $   25.0   $   --     $      175.0
        Operating leases       20.1       23.0       21.6       19.8       17.8           39.3
                             --------   --------   --------   --------   --------   -----------
        Total contractual
         obligations       $   20.1   $   23.0   $   21.6   $   44.8   $   17.8   $      214.3
                             ========   ========   ========   ========   ========   ===========
</TABLE>

Item 3. QUALITATIVE AND QUANTITATIVE 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. The Company's exposure to foreign
        currency exchange rate fluctuations is minimal as only nominal foreign
        investments are held.

        To manage interest rate risk, the Company invests in assets that are
        suited to the products that it sells. For products with fixed and highly
        predictable benefit payments such as certificate annuities and payout
        annuities, the Company invests in fixed income assets with cash flows
        that closely match the liability product cash flows. The Company is then
        protected against interest rate changes, as any change in the fair value
        of the assets will be offset by a similar change in the fair value of
        the liabilities. For products with uncertain timing of benefit payments
        such as portfolio annuities and 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 sooner as these assets mature for reinvestment.

        The Company also manages risk with interest rate derivatives such as
        interest rate caps that pay the Company investment income if interest
        rates rise above the level specified in the cap. The Company also uses
        interest rate swaps to convert cash flow from variable-rate investments
        to fixed amounts to match such cash flows to expected cash flows on its
        liabilities to policyholders. These derivatives are only used to reduce
        risk and are not used for speculative purposes.

        To manage foreign currency exchange risk, the Company uses currency
        swaps to convert foreign currency back to United States dollars. These
        swaps are purchased each time a foreign currency denominated asset is
        purchased.

        There are no significant changes to the Company's market risk position
        from December 31, 2002.

Item 4. CONTROLS AND PROCEDURES

        Based on their evaluation as of April 24, 2003, the Chief Executive
        Officer and Chief Financial Officer have concluded that the Company's
        Disclosure Controls and Procedures are effective in ensuring that
        information relating to the Company and its subsidiaries which is
        required to be disclosed in reports filed under the Securities Exchange
        Act of 1934 is (i) accumulated, processed and reported in a timely
        manner; and (ii) communicated to the Company's senior management,
        including the President and Chief Executive Officer and the Executive
        Vice President and Chief Financial Officer, so that timely decisions may
        be made regarding disclosure.

        The Chief Executive Officer and Chief Financial Officer hereby confirm
        that, since the date of their evaluation on April 24, 2003, there were
        no significant changes in the Company's internal controls or in other
        factors that could significantly affect these internal controls
        including any corrective actions with regard to significant deficiencies
        and material weaknesses.

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

              Exhibit Number      Title                                     Page

              31                  Rule 13a-14(a)/15d-14(a) Certifications
              99                  Additional Exhibits

        (b) REPORTS ON FORM 8-K

               A report on Form 8-K, dated May 1, 2003, was filed disclosing the
               Company's first quarter results as of March 31, 2003.

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.

       GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY


BY:     /s/ Glen R. Derback                          DATE:       May 14, 2003
        -------------------------------------------         --------------------
        Glen R. Derback, Vice President and Controller
        (Duly authorized officer and chief accounting officer)