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 equivalentfunction):

             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.

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          /s/Mitchell T.G. Graye                                                DATE:        May 13, 2005
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          Mitchell T.G. Graye, Executive Vice President and
          Chief Financial Officer
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