EXHIBIT 31.2

                                  CERTIFICATION

I, Mitchell T.G. Graye, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Great-West Life &
        Annuity Insurance Company (the "registrant");

     2. Based on my knowledge, this quarterly report does not contain any
        untrue statement of a material fact or omit to state a material fact
        necessary to make the statements made, in light of the circumstances
        under which such statements were made, not misleading with respect to
        the period covered by this quarterly report;

     3. Based on my knowledge, the financial statements, and other financial
        information included in this quarterly report, fairly present in all
        material respects the financial condition, results of operations and
        cash flows of the registrant as of, and for, the periods presented in
        this quarterly report;

     4. The registrant's other certifying officer and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
        registrant and we have:

         a)  designed such disclosure controls and procedures, or caused such
             disclosure controls and procedures to be designed under our
             supervision, to ensure that material information relating to the
             registrant, including its consolidated subsidiaries, is made
             known to us by others within those entities, particularly during
             the period in which this quarterly report is being prepared;

         b)  evaluated the effectiveness of the registrant's disclosure
             controls and procedures and presented in this quarterly report
             our conclusion about the effectiveness of the disclosure
             controls and procedures, as of the end of the period covered by
             this quarterly report based on such evaluation; and

         c)  disclosed in this quarterly report any change in the
             registrant's internal control over financial reporting that
             occurred during the registrant's most recent fiscal quarter that
             has materially affected, or is reasonably likely to materially
             affect, the registrant's internal control over financial
             reporting; and

     5. The registrant's other certifying officers and I have disclosed, based
        on our most recent evaluation of internal control over financial
        reporting, to the registrant's auditors and the audit committee of
        registrant's board of directors (or persons performing the equivalent
        function):

          a) all significant deficiencies and material weaknesses in the
             design or operation of internal control over financial reporting
             which are reasonably likely to adversely affect the registrant's
             ability to record, process, summarize and report financial
             information; and

          b) any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
             internal control over financial reporting.

Date: May 11, 2004


                            /s/Mitchell T.G. Graye
                            ----------------------
                            Mitchell T.G. Graye
                            Executive Vice President and Chief Financial Officer