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: August 16, 2004


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