CERTIFICATIONS

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

        1. I have reviewed this amended quarterly report on Form 10-Q/A 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 (the registrant's fourth fiscal quarter in the
                      case of an annual report) 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 officer 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