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, 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                                        333-1173
                                                    ----------------------------

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

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

As of May 10, 2002,   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.


                                        6
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


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                                                           10

           Item 3  Quantitative and Qualitative Disclosures About Market Risk              17

Part II    OTHER INFORMATION                                                               18

           Item 1  Legal Proceedings                                                       18

           Item 6  Exhibits and Reports on Form 8-K                                        18

           Signature                                                                       18

</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:                                                            2002             2001
                                                                 --------------   --------------
<S>                                                                  <C>              <C>
  Premium                                                     $      289,521    $     334,430
  Fee income                                                         226,744          251,249
  Net investment income                                              227,918          239,020
  Net realized gains on investments                                    6,241            7,668
                                                                 --------------   --------------
                                                                     750,424          832,367

BENEFITS AND EXPENSES:

  Life and other policy benefits (net of reinsurance
    recoveries totaling $13,767 and $6,056)                          210,328          285,240
  Increase in reserves                                                39,594           41,971
  Interest paid or credited to contractholders                       125,900          133,784
  Provision for policyholders' share of earnings
   on participating business                                             929            1,588
  Dividends to policyholders                                          24,202           23,361
                                                                 --------------   --------------
                                                                     400,953          485,944

  Commissions                                                         39,437           47,279
  Operating expenses                                                 195,973          200,486
  Premium taxes                                                        5,800            7,139
                                                                 --------------   --------------
                                                                     642,163          740,848

INCOME BEFORE INCOME TAXES                                           108,261           91,519

PROVISION FOR INCOME TAXES:
  Current                                                              6,862           13,039
  Deferred                                                            28,512           19,030
                                                                 --------------   --------------
                                                                      35,374           32,069
                                                                 --------------   --------------

NET INCOME                                                    $       72,887    $      59,450
                                                                 ==============   ==============

See notes to consolidated financial statements.
</TABLE>

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
<TABLE>
<CAPTION>
==============================================================================================

                                                               March 31          December 31,
ASSETS                                                           2002                2001
------
                                                           -----------------    ----------------
                                                             [unaudited]
<S>                                                           <C>                  <C>
INVESTMENTS:
   Fixed maturities available-for-sale, at fair value
      (amortized cost $9,808,758 and $9,904,453)        $      9,925,233     $     10,116,175
  Mortgage loans on real estate (net of allowances
    of $57,654 and $57,654)                                      581,406              613,453
  Common stock, at fair value (cost $75,067, and                  75,514               73,344
$74,107)
  Real estate                                                      3,866               11,838
  Policy loans                                                 3,005,476            3,000,441
  Short-term investments, available-for-sale
    (cost $330,143 and $427,398)                                 330,355              424,730
                                                           -----------------    ----------------

    Total investments                                         13,921,850           14,239,981

OTHER ASSETS:
  Cash                                                           141,019              213,731
  Reinsurance receivable                                         282,704              282,352
  Deferred policy acquisition costs                              290,380              275,570
  Investment income due and accrued                              134,153              130,775
  Amounts receivable related to uninsured accident
    and health plan claims (net of allowances of
    $51,283 and $53,431)                                          85,112               89,533
  Premiums in course of collection (net of allowances
    of $15,009 and $22,217)                                       94,695               99,811
 Deferred income taxes                                           136,456              149,140
 Other assets                                                    665,807              745,617
  SEPARATE ACCOUNT ASSETS                                     12,847,842           12,584,661
                                                           -----------------    ----------------
TOTAL ASSETS                                            $     28,600,018     $     28,811,171
                                                           =================    ================

                                                                                  (continued)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
==============================================================================================
[unaudited]
                                                              March 31,          December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                             2002                2001
------------------------------------
                                                           -----------------   -----------------
                                                             [unaudited]
POLICY BENEFIT LIABILITIES:

  Policy reserves                                       $     12,172,509     $    12,211,496
  Policy and contract claims                                     365,909             401,389
  Policyholders' funds                                           245,410             242,916
  Provision for policyholders' dividends                          75,587              74,740
  Undistributed earnings on participating business               164,035             163,086

GENERAL LIABILITIES:
  Due to GWL                                                      39,669              41,874
  Due to GWL&A Financial Inc.                                    232,285             251,059
  Repurchase agreements                                          272,480             250,889
  Commercial paper                                                98,730              97,046
  Other liabilities                                              611,949           1,021,541
  SEPARATE ACCOUNT LIABILITIES                                12,847,842          12,584,661
                                                           -----------------   -----------------
    Total liabilities                                         27,126,405          27,340,697
                                                           -----------------   -----------------

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                        7,032               7,032
outstanding
  Additional paid-in capital                                     715,264             712,801
  Accumulated other comprehensive income                          49,708              76,507
  Retained earnings                                              701,609             674,134
                                                           -----------------   -----------------
    Total stockholder's equity                                 1,473,613           1,470,474
                                                           -----------------   -----------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY              $     28,600,018     $    28,811,171
                                                           =================   =================

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:                                            2002                2001
                                                           -----------------    ----------------
<S>                                                             <C>                   <C>
  Net income                                            $         72,887     $         59,450
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Gain allocated to participating policyholders                    929                1,588
    Amortization of investments                                  (18,667)             (19,245)
    Realized gains on disposal of investments
      and write-downs of mortgage loans and real                  (6,241)              (7,668)
estate
    Amortization                                                  16,007               28,617
    Deferred income taxes                                         28,512               19,030
  Changes in assets and liabilities:
    Policy benefit liabilities                                   104,315              136,457
    Reinsurance receivable                                          (351)              (7,785)
    Accrued interest and other receivables                         6,159               (6,958)
    Other, net                                                  (339,751)            (243,523)
                                                           -----------------    ----------------

    Net cash used in operating activities                       (136,201)             (40,037)
                                                           -----------------    ----------------

INVESTING ACTIVITIES:

  Proceeds from sales, maturities, and redemptions
    of investments:
    Fixed maturities available-for-sale
        Sales                                                  1,793,535            1,087,405
        Maturities and redemptions                               388,547              322,773
    Mortgage loans                                                41,069               59,296
    Real estate                                                    1,800              103,038
    Common stock                                                   7,227                5,249
  Purchases of investments:
    Fixed maturities available-for-sale                       (1,973,757)          (1,499,757)
    Mortgage loans
    Real estate                                                     (908)            (122,922)
    Common stock                                                                      (14,477)
                                                           -----------------    ----------------

    Net cash provided by (used in) investing                     257,513              (59,395)
activities
                                                           -----------------    ----------------
                                                                                  (continued)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
==============================================================================================
[Unaudited]
                                                                    Three Months Ended
                                                                        March 31,
                                                           -------------------------------------
FINANCING ACTIVITIES:                                            2002                2001
                                                           -----------------    ----------------

  Contract withdrawals, net of deposits                 $       (150,908)    $        (40,875)
  Net GWL repayments                                              (2,205)              (4,599)
  Net GWL&A Financial (repayments) borrowings                    (18,774)               8,212
  Dividends paid                                                 (45,412)             (47,004)
  Commercial paper borrowings                                      1,684                1,089
  Repurchase agreements borrowings                                21,591              223,783
                                                           -----------------    ----------------

    Net cash (used in) provided by financing                    (194,024)             140,606
activities
                                                           -----------------    ----------------

NET INCREASE (DECREASE) IN CASH                                  (72,712)              41,174

CASH, BEGINNING OF YEAR                                          213,731              153,977
                                                           -----------------    ----------------

CASH, END OF PERIOD                                     $        141,019     $        195,151
                                                           =================    ================

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, 2002 [Dollars in Thousands]
<TABLE>
<CAPTION>
==============================================================================================
[Unaudited]
                                                                                             Accumulated
                                                                                Additional      Other
                                 Preferred Stock           Common Stock          Paid-in    Comprehensive    Retained
                               --------------------   -----------------------
                               Shares      Amount      Shares       Amount       Capital    Income (Loss)    Earnings       Total
                               --------   ---------   ----------   ----------   ----------  --------------   ----------   ----------
<S>                                <C>        <C>     <C>           <C>          <C>            <C>          <C>         <C>
BALANCE, JANUARY 1, 2002            0  $       0      7,032,000 $    7,032   $   712,801  $     76,507    $  674,134   $  1,470,474

  Net income                                                                                                  72,887        72,887
  Other comprehensive income                                                                   (26,799)                    (26,799)
                                                                                                                          ----------
Total comprehensive income                                                                                                  46,088
                                                                                                                          ----------
Dividends                                                                                                    (45,412)      (45,412)
Income tax benefit on stock
  compensation                                                                     2,463                                     2,463
                               --------   ---------   ----------   ----------   ----------  --------------   ----------   ----------

BALANCE, MARCH 31, 2002             0  $       0      7,032,000 $    7,032   $   715,264  $     49,708    $  701,609   $  1,473,613
                               ========   =========   ==========   ==========   ==========  ==============   ==========   ==========
See notes to consolidated financial statements.
</TABLE>

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, 2001.

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

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 and the  Company  does not expect this
        statement  to  have  a  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.

3.      OTHER

        In the second  quarter of 2001,  the Company  recorded a $127  million
        special charge, ($80.9 million, net of tax) related to the Alta Health
        & Life Insurance Company (Alta) business. The principal components of
        the charge include a $46 million premium deficiency reserve related to
        under-pricing  on the block of  business,  a $29  million  reserve for
        doubtful  premium  receivables,  a $28 million  reserve  for  doubtful
        accident and health plan claim  receivables,  and $24 million decrease
        in  goodwill  and other.  Alta was  acquired by the Company on July 8,
        1998. During 1999 and 2000 the Alta business  continued to be run as a
        free-standing  unit but was  converted  to the  Company's  system  and
        accounting processes.  This conversion program resulted in significant
        issues related to pricing,  underwriting,  and  administration  of the
        business. The Company has decided to transition Alta business to other
        Company products.  All Alta sales and administration staff have become
        employees  of the  Company  and  the  underwriting  functions  will be
        conducted by the underwriting staff of the Company.


        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.

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

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

                       Operating Summary                    Three Months Ended March 31,
                                                            -----------------------------
                          [Millions]                           2002             2001
        ------------------------------------------------    ------------    -------------
<S>                                                                <C>              <C>
        Premium income                                   $         289   $          334
        Fee income                                                 227              251
        Net investment income                                      228              239
        Realized investment gains                                    6                8
                                                            ------------    -------------
        Total revenues                                             750              832

        Total benefits and expenses                                642              741
        Income tax expenses                                         35               32
                                                            ------------    -------------
        Net income                                       $          73   $           59
                                                            ============    =============

        Deposits for investment- type contracts          $         150   $          198
        Deposits to separate accounts                              799              956
        Self-funded premium equivalents                          1,348            1,550

                         Balance Sheet                       March 31,      December 31,
                          [Millions]                           2002             2001
        ------------------------------------------------    ------------    -------------

        Investment assets                                $       13,922  $       14,240
        Separate account
          Assets                                                 12,848          12,585
        Total assets                                             28,600          28,811
        Total policy
          benefit liabilities                                    12,859          12,931
        Due to GWL                                                   40              42
        Due to GWL&A
          Financial                                                 232             251
        Total stockholder's
          Equity                                                  1,474           1,470
</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  matters,  including  any 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, 2002, compared with December 31, 2001, and its
        results of operations for the quarter ended March 31, 2002, 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, 2001 to which the reader is directed for additional
        information.

        CONSOLIDATED RESULTS

        The Company's consolidated net income increased $14 million or 23.7% for
        the first quarter of 2002 when compared to the first quarter of 2001.
        The increase reflects a $15 million increase in the Employee Benefits
        segment, offset by a $1 million decrease in the Financial Services
        segment.

        Total revenues decreased $82 million or 9.9% for the first quarter of
        2002 when compared to the first quarter of 2001. The decrease was
        comprised of decreased premium income of $45 million, decreased fee
        income of $24 million, decreased net investment income of $11 million
        and decreased realized investment gains of $2 million.

        The decreases in premium and fee income are primarily in the Employee
        Benefits segment reflecting a higher level of terminations in the later
        part of 2001 and the first quarter of 2002.

        The decrease in net investment income was primarily the result of
        decreasing interest rates in 2001. The actual earned rate at March 31,
        2002 was 6.99% compared to 7.32% at March 31, 2001. The earned rate is
        expected to trend lower in the next few quarters reflecting the interest
        rate environment.

        The benefits and expenses decreased $99 million or 13.4% for the first
        quarter of 2002 when compared to the first quarter of 2001. The decrease
        in benefits and expenses was a combination of lower group life and
        health claims and effective cost management.

        Income tax expense increased $3 million or 9.4% for the first quarter of
        2002 when compared to the same period in 2001. The increase reflects
        higher pre-tax earnings for the first quarter of 2002.

        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, which amounts approximate the additional premiums that
        would have been earned under such contracts if they had been written as
        traditional indemnity or HMO programs.

        Deposits for separate accounts decreased $157 million or 16.4% for the
        first three months of 2002 when compared to the first three months of
        2001. The decrease is due primarily to lower 401(k) single premium
        deposits.

        Self-funded premium equivalents decreased $202 million or 13.0% for the
        first three months of 2002 when compared to the first three months of
        2001. The decrease was due to the decrease in membership and improved
        morbidity.

        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, 401(k) 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 following is a summary of certain financial data of the Employee
Benefits segment:

                   Operating Summary               Three Months Ended March
                                                              31,
                                                  ----------------------------
                       [Millions]                    2002            2001
        --------------------------------------    ------------    ------------

        Premium income                         $         243   $          282
        Fee income                                       171              189
        Net investment income                             17               18
        Realized investment gains                                           2
                                                  ------------    ------------
        Total revenues                                   431              491

        Total benefits and expenses                      376              457
        Income tax expenses                               18               12
                                                  ------------    ------------
        Net income                             $          37   $           22
                                                  ============    ============

        Self-funded premium equivalents        $       1,348   $        1,550

        The increase in earnings for the first three months of 2002 compared to
        a year ago is primarily related to improved mortality and morbidity
        results as well as effective expense management.

        Premium and fee income decreased for the first quarter of 2002 when
        compared to the first quarter of 2001. The decrease is primarily due to
        lower membership levels associated with higher termination rates. There
        was a 20.5% decrease in total health care membership from 3,000,100 at
        March 31, 2001 to 2,386,200 at March 31, 2002. Much of the health care
        decline can be attributed to terminations resulting from aggressive
        pricing related to target margins. 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. The Company anticipates that membership will
        stabilize at the current level.

        Total benefits and expenses decreased $81 million for the first quarter
        of 2002 when compared to the first quarter of 2001. The decrease is due
        primarily to a combination of lower group life and health claims and
        effective cost management.

        Self-funded premium equivalents decreased $202 million for the first
        quarter of 2002 compared to the first quarter of 2001. The decrease was
        due to the decrease in membership and improved morbidity.

        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 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. In the first quarter of 2002, 304
        employees were terminated, of which 250 employees were from the Employee
        Benefits division.

        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 is
        $6.1 million.

        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]                           2002             2001
        ------------------------------------------------    ------------    -------------
<S>                                                                <C>              <C>
        Premium income                                   $          46   $           52
        Fee income                                                  56               62
        Net investment income                                      211              221
        Realized investment gains                                    6                6
                                                            ------------    -------------
          Total revenues                                           319              341

        Total benefits and expenses                                266              284
        Income tax expenses                                         17               20
                                                            ------------    -------------
          Net income                                     $          36   $           37
                                                            ============    =============

        Deposits for investment-type contracts           $         150   $          198
        Deposits to separate accounts                    $         799   $          956
</TABLE>

        Net income for Financial Services decreased $1.0 million for the first
        three months ended March 31, 2002 when compared to the same period last
        year. The decrease is primarily due to lower fee income resulting from
        the depressed equity markets in 2002.

        Savings

        Savings premiums and deposits and fees decreased $4.8 million (from
        $514.3 million to $509.5 million) or 1.0% for the three months ended
        March 31, 2002 when compared to the same period last year. The decrease
        primarily reflects a decrease in the deposits for investment type
        contracts, offset by an increase in deposits to separate accounts.

        The Financial Services segment's core savings business is in the
        public/non-profit pension market. The assets of the public/non-profit
        pension business including separate accounts but excluding Guaranteed
        Investment Contracts increased 2.2% from December 31, 2001.

        The Financial Services segment's savings business experienced growth
        during the first three months of 2002. The total lives under
        administration increased 2.3% from 1,268,549 at December 31, 2001, to
        1,297,739 at March 31, 2002.

        Customer participation in guaranteed separate accounts increased, as
        many customers prefer the security of fixed income securities in
        separate account assets. Assets under management for guaranteed separate
        account funds were $1,424.0 million at March 31, 2002 compared to
        $1,207.9 million at December 31, 2001.

        Life Insurance

        Individual life insurance deposits and premiums and fees of $104.4
        million for the first quarter of 2001 represent a decrease of $23.3
        million or 18% from the same period last year. This decrease is
        primarily due to a decrease in the deposits for investment type
        contracts. Specifically, the small case Business Owned Life Insurance
        products have not sold as well in 2002 due to lower fixed interest
        rates.

        401(k)

        401(k) premiums and deposits decreased 30% for the first three months of
        2002 (from $625.5 million to $437.1 million) when compared to the first
        three months of 2001. However, assets under administration (including
        third-party administration) in 401(k) increased 4.1% during the three
        months of 2002. The number of participants decreased from 571,000 at
        March 31, 2001 to 540,000 at March 31, 2002.

        The number of 401(k) case sales (employer groups), including third-party
        administration business generated by the Company's marketing and
        administration arrangement with New England, decreased 34% to 90 in the
        first quarter of 2002 as compared to 136 for the same period in 2001.

        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 are designed to 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 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.

        Fixed Maturities

        Fixed maturities investments include public and privately placed
        corporate bonds, public and privately placed structured assets and
        government bonds. This latter category contains both asset-backed and
        mortgage-backed securities, including collateralized mortgage
        obligations (CMOs). The Company's strategy related to structured assets
        is to focus on those with lower volatility and minimal credit risk. The
        Company does not invest in higher risk CMOs 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,
                                                         2002                   2001
                                                   ------------------    -------------------
<S>                                                        <C>                    <C>
                           AAA                                58  %                  58  %
                           AA                                  9  %                   9  %
                            A                                 15  %                  14  %
                           BBB                                16  %                  16  %
           BB and Below (non-investment grade)                 2  %                   3  %
                                                   -------------- ---    --------------- ---

                          TOTAL                            100.0  %               100.0  %
                                                   ============== ===    =============== ===
</TABLE>

        During the first three months of 2002, net unrealized losses on fixed
        maturities included in stockholder's equity, which is net of
        policyholder-related amounts and deferred income taxes, decreased
        stockholder's equity by $26.8 million.

        CRITICAL ACCOUNTING POLICIES

        The preparation of financial statements in conformity with generally
        accepted accounting principles 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
        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 $471.4 million and
        $638.4 million as of March 31, 2002 and December 31, 2001, 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 commercial paper and 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 $272.5 million of repurchase
        agreements at March 31, 2002, compared to $250.9 at December 31, 2001.
        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 $98.7 million and $97.0 million of commercial
        paper outstanding at March 31, 2002, and December 31, 2001,
        respectively. 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  FOR THE  FULL  YEAR ARE AS
        FOLLOWS:
<TABLE>
<CAPTION>

                              2002       2003       2004       2005       2006      Thereafter
                             --------   --------   --------   --------   --------   -----------
<S>                            <C>        <C>        <C>        <C>        <C>            <C>
        Subordinated
         debentures        $    0     $    0     $    0     $    0     $    0     $      175.0
        Related party           0          0          0          0         25.0            0
        note
        Operating leases       31.2       26.7       21.9       19.4       16.5           26.9
                             --------   --------   --------   --------   --------   -----------
        Total contractual
          obligations      $   31.2   $   26.7   $   21.9   $   19.4   $   41.5   $      201.9
                             ========   ========   ========   ========   ========   ===========
</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 would pay the Company investment income if
        interest rates rise above the level specified in the cap. 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 risk from December 31,
2001.

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

               A  report  on  Form  8-K,  dated  January  30,  2002,  was  filed
               disclosing the company's fourth quarter and year-end results, as
               of December 31, 2001

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, 2002
        ------------------------------------------------        ----------------
        Glen R. Derback, Vice President and Controller
        (Duly authorized officer and chief accounting officer)