DRAFT 9:22 AM 11/10/00

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)
|X|     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000

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 charter)

                               Colorado 84-0467907

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer
                                    Identification Number)

                   8515 East Orchard Road, Englewood, 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 September 30, 2000, 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.



                                  TABLE OF CONTENTS

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                      Page

                                                                                      -----------
Part I         FINANCIAL INFORMATION

               Item 1   Financial Statements

                        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             11
                        Condition and Results of Operations

Part II        OTHER INFORMATION

               Item 1   Legal Proceedings                                              20

               Item 6   Exhibits and Reports on Form 8-K                               20

               Signatures                                                              20

</TABLE>

















PART I   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
-----------------------------------------------------------------------------------------------
(Unaudited)
                                            Three Months Ended           Nine Months Ended
                                               September 30,               September 30,
                                         --------------------------  --------------------------
                                            2000          1999          2000          1999
                                         ------------  ------------  ------------  ------------
REVENUES:

  Premiums                             $    339,059  $    298,227  $  1,010,202  $    909,703
  Fee income                                223,160       162,396       648,023       466,702
  Net investment income                     238,058       219,159       696,439       651,217
  Net realized gains (losses)
    on investments                            3,618         3,796        14,109          (130)
                                         ------------  ------------  ------------  ------------

                                            803,895       683,578     2,368,773     2,027,492
                                         ------------  ------------  ------------  ------------
BENEFITS AND EXPENSES:
  Life and other policy benefits            272,453       272,030       841,549       784,459
  Increase in reserves                       37,173        15,811        66,684        38,160
  Interest paid or credited to
    contractholders                         124,669       107,364       359,598       333,005
  Provision for policyholders' share
of

    earnings (losses) on participating
    business                                  1,226          (237)        5,680         2,408
  Dividends to policyholders                 16,029        16,271        54,001        49,951
                                         ------------  ------------  ------------  ------------

                                            451,550       411,239     1,327,512     1,207,983
                                         ------------  ------------  ------------  ------------
                                                                     ------------  ------------

  Commissions                                48,310        41,072       147,390       131,405
  Operating expenses                        185,234       148,367       563,467       442,542
  Premium taxes                               9,021         7,829        33,453        25,701
                                         ------------  ------------  ------------  ------------

                                            694,115       608,507     2,071,822     1,807,631
                                         ------------  ------------  ------------  ------------

INCOME BEFORE INCOME TAXES                  109,780        75,071       296,951       219,861

PROVISION FOR INCOME TAXES:
   Current                                   37,977        13,748        75,111        53,411
   Deferred                                     503         9,046        29,465        19,064
                                         ------------  ------------  ------------  ------------

                                             38,480        22,794       104,576        72,475
                                         ------------  ------------  ------------  ------------

NET INCOME                             $     71,300  $     52,277  $    192,375  $    147,386
                                         ============  ============  ============  ============





See notes to consolidated financial statements.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
-----------------------------------------------------------------------------------------------

                                                                September 30,    December 31,
ASSETS                                                              2000             1999
------
                                                                --------------   --------------
                                                                 (Unaudited)
INVESTMENTS:
  Fixed Maturities:
    Held-to-maturity, at amortized cost
       (fair value $2,035,974 and $2,238,581)                $      2,044,851 $     2,260,581
    Available-for-sale, at fair value
       (amortized cost $7,416,731 and $6,953,383)                   7,247,005       6,727,922
  Mortgage loans on real estate, net                                  879,616         974,645
  Common stock                                                        111,477          69,240
  Real estate, net                                                    113,537         103,731
  Policy loans                                                      2,742,265       2,681,132
  Short-term investments, available-for-sale
       (cost approximates fair value)                                 224,658         240,804
                                                                --------------   --------------

      Total Investments                                            13,363,409      13,058,055

Cash                                                                  222,840         267,514
Reinsurance receivable                                                174,244         173,322
Deferred policy acquisition costs                                     274,122         282,295
Investment income due and accrued                                     138,529         137,810
Uninsured claims receivable                                           216,118         181,333
Other assets                                                          425,743         308,419
Premiums in course of collection                                      142,203          93,199
Deferred income taxes                                                 209,724         253,323
Separate account assets                                            13,366,637      12,476,256
                                                                --------------   --------------
















TOTAL ASSETS                                                 $     28,533,569 $     27,231,526
                                                                ==============   ==============




See notes to consolidated financial statements.                                  (Continued)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
-----------------------------------------------------------------------------------------------

                                                                September 30,    December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                                2000             1999
------------------------------------
                                                                --------------   --------------
                                                                 (Unaudited)
POLICY BENEFIT LIABILITIES:

    Policy reserves                                          $     11,837,633 $    11,737,683
    Policy and contract claims                                        488,959         391,968
    Policyholders' funds                                              207,542         185,623
    Provision for policyholders' dividends                             72,067          70,726

GENERAL LIABILITIES:

    Due to Parent Corporation                                          39,739          35,979
    Due to GWL&A Financial Inc.                                       199,682         175,035
    Repurchase agreements                                                              80,579
    Commercial paper                                                   98,923
    Other liabilities                                                 779,800         780,476
    Undistributed earnings on
      participating business                                          144,824         130,638
    Separate account liabilities                                   13,366,637      12,476,256
                                                                --------------   --------------

      Total Liabilities                                            27,235,806      26,064,963
                                                                --------------   --------------

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 outstanding                          7,032           7,032
    Additional paid-in capital                                        701,051         700,316
    Accumulated other comprehensive loss                              (58,629)        (84,861)
    Retained earnings                                                 648,309         544,076
                                                                --------------   --------------

      Total Stockholder's Equity                                    1,297,763       1,166,563
                                                                --------------   --------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                   $     28,533,569 $    27,231,526
                                                                ==============   ==============




See notes to consolidated financial statements.                                  (Concluded)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
-----------------------------------------------------------------------------------------------
(Unaudited)
                                                                       Nine Months Ended
                                                                         September 30,

                                                                 -------------------------------
                                                                     2000             1999
                                                                 --------------  ---------------

OPERATING ACTIVITIES:
    Net income                                                 $      192,375  $      147,386
    Adjustments to reconcile net income to
      net cash provided by operating activities:
       Gain allocated to participating policyholders                    5,680           2,408
       Amortization of investments                                    (41,073)        (13,798)
       Realized (gains) losses on disposal of investments
           and write-downs of mortgage loans and real estate          (20,109)            130
       Amortization                                                    37,044          33,653
       Deferred income taxes                                           29,465          19,064
    Changes in assets and liabilities:
        Policy benefit liabilities                                    454,282         537,562
        Reinsurance receivable                                           (922)         (2,617)
        Accrued interest and other receivables                        (84,508)        (26,937)
        Other, net                                                   (141,417)       (245,858)
                                                                 --------------  ---------------
                 Net cash provided by operating activities            430,817         450,993
                                                                 --------------  ---------------

INVESTING ACTIVITIES:
    Proceeds from sales, maturities, and
        redemptions of investments:
        Fixed maturities
             Held-to-maturity

                Sales                                                   8,571
                Maturities and redemptions                            323,728         413,320
             Available-for-sale

                Sales                                                 784,829       2,640,214
                Maturities and redemptions                            638,396         610,044
        Mortgage loans                                                 98,991         142,473
        Real estate                                                     6,996           5,114
        Common stock                                                   20,988          12,598
    Purchases of investments:
        Fixed maturities
             Held-to-maturity                                        (100,524)       (515,776)
             Available-for-sale                                    (1,848,610)     (3,233,049)
        Mortgage loans                                                 (1,968)         (2,311)
        Real estate                                                   (23,117)        (28,256)
        Common stock                                                  (33,912)        (15,400)
                                                                 --------------  ---------------
                 Net cash (used in) provided by investing            (125,632)         28,971
activities

                                                                 --------------  ---------------








See notes to consolidated financial statements.                                   (Continued)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
-----------------------------------------------------------------------------------------------
(Unaudited)
                                                                       Nine Months Ended
                                                                         September 30,

                                                                 ------------------------------
                                                                     2000            1999
                                                                 --------------  --------------

FINANCING ACTIVITIES:
   Contract withdrawals, net of deposits                       $     (308,468) $     (493,405)
   Net Parent Corporation and GWL&A Financial Inc. borrowings          28,407         163,838
   Dividends paid                                                     (88,142)        (65,329)
   Net commercial paper borrowings                                     98,923          14,971
   Net repurchase agreements repayments                               (80,579)       (163,509)
                                                                 --------------  --------------
              Net cash used in financing activities                  (349,859)       (543,434)
                                                                 --------------  --------------

NET DECREASE IN CASH                                                  (44,674)        (63,470)

CASH, BEGINNING OF YEAR                                               267,514         176,119
                                                                 --------------  --------------

CASH, END OF PERIOD                                            $      222,840  $      112,649
                                                                 ==============  ==============



































See notes to consolidated financial statements.                     (Concluded)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
PERIOD ENDED  SEPTEMBER 30, 2000  (Unaudited)  AND YEAR ENDED DECEMBER 31, 1999
(Dollars in Thousands)

-------------------------------------------------------------------------------

                                                                                                  Accumulated
                                                                                  Additional         Other

                                Preferred Stock              Common Stock           Paid-in      Comprehensive     Retained
                            ------------------------   -------------------------
                         Shares       Amount        Shares        Amount       Capital          Loss          Earnings      Total
                     -----------  -----------   -----------   -----------  ------------  ----------------  -----------  -----------
BALANCE, January 1, 1999     0  $        0      7,032,000  $      7,032  $    699,556  $       61,560    $  430,411   $ 1,198,559

   Net income                                                                                               205,718       205,718
   Other comprehensive loss                                                                  (146,421)                   (146,421)
                                                                                                                        -----------
Total comprehensive income                                                                                                 59,297
                                                                                                                        -----------
Dividends                                                                                                   (92,053)      (92,053)
Income tax benefit on stock
  compensation                                                                    760                                         760
                            ----  -----------   -----------   -----------  ------------  ----------------  -----------  -----------
BALANCE, DECEMBER 31, 1999   0  $        0      7,032,000  $      7,032  $    700,316  $      (84,861)   $  544,076   $ 1,166,563
                            ----  -----------   -----------   -----------  ------------  ----------------  -----------  -----------

   Net income                                                                                               192,375       192,375
   Other comprehensive income                                                                   26,232                      26,232
                                                                                                                        -----------
Total comprehensive income                                                                                                218,607
                                                                                                                        -----------
Dividends                                                                                                   (88,142)      (88,142)
Income tax benefit on stock
  compensation                                                                    735                                         735
                            ----  -----------   -----------   -----------  ------------  ----------------  -----------  -----------
BALANCE, SEPTEMBER 30, 2000  0  $        0      7,032,000  $      7,032  $    701,051  $      (58,629)   $  648,309   $ 1,297,763
                            ====  ===========   ===========   ===========  ============  ================  ===========  ===========




</TABLE>



See notes to consolidated financial statements.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

===============================================================================

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

-------------------------------------------------------------------------------
(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, as amended, for the year ended December 31, 1999.

Operating  results  for  the  nine  months  ended  September  30,  2000  are not
necessarily  indicative  of the results  that may be expected  for the full year
ending December 31, 2000.

2.      NEW ACCOUNTING PRONOUNCEMENTS

In September  2000,  the  Financial  Accounting  Standards  Board (FASB)  issued
Statement No. 140,  "Accounting for Transfers and Servicing of Financial  Assets
and  Extinguishments  of Liabilities - A replacement of FASB Statement No. 125",
which  revises  the  standards  for  accounting  for  securitizations  and other
transfers of financial assets and collateral and requires  certain  disclosures.
Statement  No. 140 will be effective  for  transfers  and servicing of financial
assets and  extinguishments  of  liabilities  occurring  after  March 31,  2001.
Management  does not anticipate that the adoption of the new Statement will have
a significant effect on earnings or the financial position of the Company.

In December  1999, the  Securities  and Exchange  Commission  (SEC) issued Staff
Accounting   Bulletin   (SAB)  No.  101,   "Revenue   Recognition  in  Financial
Statements," which provides guidance with respect to revenue  recognition issues
and  disclosures.  As amended  by SAB No.  101B,  the  Company  is  required  to
implement the  provisions of SAB No. 101 no later than the fourth quarter of the
fiscal year ending  December 30, 2000.  Management  does not believe SAB No. 101
will have a material impact on its financial statements.

In June 1998,  the FASB issued  Statement No. 133,  "Accounting  for  Derivative
Instruments  and Hedging  Activities",  which was effective for all fiscal years
beginning after June 15, 1999. In June 1999, the FASB issued  Statement No. 137,
"Accounting for Derivative  Instruments and Hedging Activities - Deferral of the
Effective  Date of FASB  Statement No. 133",  which delays the effective date of
Statement No. 133 for one year, to fiscal years  beginning  after June 15, 2000.
The Company has not  completed its  evaluation of the impact of this  Statement,
and  therefore the Company is unable to disclose the impact that the adoption of
Statement No. 133 will have on the Company's financial statements.

3.      OTHER

Effective  January  1, 2000,  the  Company  coinsured  the  majority  of General
American Life Insurance  Company's  ("General  American")  group life and health
insurance business, which primarily consists of administrative services only and
stop loss  policies.  The  agreement  is  expected  to convert to an  assumption
reinsurance  agreement  by January 1, 2001,  pending  regulatory  approval.  The
Company assumed approximately  $150,000,000 of policy reserves and miscellaneous
liabilities  in exchange  for an equal amount of cash and  miscellaneous  assets
from General American.

On October  6, 1999,  the  Company  entered  into an  agreement  with  Allmerica
Financial Corporation ("Allmerica") to acquire Allmerica's group life and health
insurance  business  on March 1,  2000.  This  business  primarily  consists  of
administrative  services only and stop loss policies.  The in-force  business is
expected to be underwritten and retained by the Company upon each policy renewal
date.  The  purchase  price  is  based  on  a  percentage  of  the  premium  and
administrative fees in-force at March 1, 2000 and March 1, 2001.

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 1999  financial  statements to
conform to the 2000 presentation.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                               Three Months Ended         Nine Months Ended
                                                  September 30,             September 30,
                                             ------------------------   -----------------------
        Operating Summary (Millions)           2000          1999         2000         1999
                                             ----------   -----------   ----------   ----------

        Premiums                          $       339  $       298   $     1,010  $       910
        Fee income                                223          162           648          466
        Net investment income                     238          219           697          651
        Realized investment gains                   4            4            14            0
                                             ----------   -----------   ----------   ----------
             Total revenues                       804          683         2,369        2,027

        Total benefits and expenses               694          608         2,072        1,808
        Income tax expense                         39           23           105           72
                                             ----------   -----------   ----------   ----------
             Net income                   $        71  $        52   $       192  $       147
                                             ==========   ===========   ==========   ==========


        Deposits for investment-type
          contracts                       $       229  $       137   $       583  $       412
        Deposits to separate accounts             780          551         2,452        1,916
        Self-funded premium

          equivalents                           1,346          746         3,843        2,252

                                                              September 30,      December 31,
        Balance Sheet (Millions)                                  2000               1999
                                                             ----------------   ---------------

        Investment assets                                 $       13,363     $      13,058
        Separate account assets                                   13,367            12,476
        Total assets                                              28,534            27,232
        Total policy benefit liabilities                          12,606            12,386
        Due to Parent Corporation                                     39                36
        Due to GWL&A Financial                                       200               175
        Total shareholder's equity                        $        1,298     $       1,167
</TABLE>

GENERAL

This Form 10-Q contains forward-looking  statements.  Forward-looking statements
are  statements not based on historical  information  and which 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  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 position of the Company as of
September  30,  2000,  compared  with  December  31,  1999,  and its  results of
operations for the three and nine months ended September 30, 2000, compared with
the same periods 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, as amended,  for the year ended December 31, 1999, to which
the reader is directed for additional information.

CONSOLIDATED RESULTS

The  Company's  consolidated  net income  increased  $19  million or 36% and $45
million or 31% for the third quarter and first nine months of 2000 when compared
to the third  quarter and first nine months of 1999.  The  increase  reflects an
increase  of $7 million  and $24  million  for the third  quarter and first nine
months of 2000 in the Financial Services segment,  which resulted primarily from
higher  fee  income and  favorable  individual  life  insurance  mortality.  The
Employee Benefits segment's net income increased $12 million and $22 million for
the third  quarter  and first nine  months of 2000,  primarily  due to  improved
morbidity results.

Total  revenues  increased  $120  million or 18% and $341 million or 17% for the
third quarter and first nine months of 2000 when compared to the same periods of
1999.  The increase in revenues  for the third  quarter and first nine months of
2000 was comprised of increased  premium income of $41 million and $100 million,
increased fee income of $61 million and $181 million,  increased net  investment
income  of  $13  million  and  $39  million  and  increased  realized  gains  on
investments of $6 million and $20 million.

The increased  premium income was primarily  comprised of growth in the Employee
Benefits  premium  income of $33 million and $101 million for the third  quarter
and  first  nine  months of 2000.  The  growth in  Employee  Benefits  primarily
reflects  premium  income of $42 million and $128 million for the third  quarter
and first nine months of 2000 derived from the acquisition of the group life and
health business from General American.

The growth in fee income is also  primarily  in the Employee  Benefits  segment,
where the  increase  in fee income was  primarily  from the  acquisition  of the
General American  business totaling $34 million and $95 million during the third
quarter and first nine months of 2000. Additionally,  the increase in fee income
derived from the acquisition of Alta Health and Life Insurance  Company ("Alta")
in June 1998 (formerly  known as Anthem Health & Life Insurance  Company) was $4
million and $20 million  during the third quarter and first nine months of 2000.
The  remaining  increase  was the  result  of new sales  and  increased  fees on
variable funds related to growth in equity markets.

The increase in net  investment  income was the result of higher  interest rates
and a slight  growth in  general  account  assets.  The  actual  earned  rate at
September 30, 2000 was 7.28% compared to 6.93% at September 30, 1999.

Realized gains on investments decreased $0.2 million during the third quarter of
2000  when  compared  to the same  period  of 1999.  Realized  investment  gains
increased  from a  realized  investment  loss of $0.1  million in the first nine
months  of 1999 to a  realized  investment  gain of $14  million  in  2000.  The
majority of the  increases  are due to gains of $9 million and $17 million  from
the sale of common stock during the third  quarter and first nine months of 2000
compared to the same  periods of 1999.  The rise in interest  rates  resulted in
losses on sales of fixed  maturities  totaling $4 million and $8 million for the
first nine months of 2000 and 1999, respectively. Decreases in the provision for
asset  losses of $1 million and $6 million  were  recognized  for the first nine
months of 2000 and 1999, respectively.

Benefits and expenses  increased  $85 million or 14% and $264 million or 15% for
the third  quarter  and first  nine  months of 2000 when  compared  to the third
quarter and first nine months of 1999.  The growth in benefits  and expenses was
primarily in the Employee Benefits segment, which increased $69 million and $228
million  during the third  quarter and first nine  months of 2000,  of which $77
million and $224 million  related to benefits and expenses  associated  with the
General American business acquisition.  The Financial Services segment reflected
an  increase  in  benefits  and  expenses of $17 million and $35 million for the
third  quarter and first nine months of 2000.  The increase was due to growth in
FasCorp's administrative services business.

Income tax  expense  increased  $32  million or 44% for the first nine months of
2000 when  compared  to the first nine  months of 1999.  The  increase  reflects
higher  pre-tax  earnings for the first nine months of 2000,  as the tax rate of
35.2% is slightly higher than the 35% statutory rate.

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  investment-type  contracts  increased  $92 million or 67% and $171
million or 42% for the third quarter and first nine months of 2000 when compared
to the same  periods of 1999.  The  increase is  primarily  attributable  to the
Financial Services segment,  where the Company has experienced growth in premium
for fixed annuity products due to higher interest  crediting rates being offered
to customers and the volatility in the variable marketplace.

Deposits to separate accounts  increased $229 million or 42% and $536 million or
30% for the third  quarter  and first nine  months of 2000 when  compared to the
third  quarter and first nine months of 1999.  The  majority of the  increase is
from Bank Owned Life  Insurance  ("BOLI")  deposits,  which  increased from $100
million  for the first nine  months of 1999 to $345  million  for the first nine
months of 2000.

Self-funded premium  equivalents  increased $600 million or 80% and $1.6 billion
or 71% for the third  quarter and first nine months of 2000 when compared to the
third quarter and first nine months of 1999.  The General  American  acquisition
resulted in increases of $463 million and $1.3 billion for the third quarter and
first nine months of 2000.

Total  assets  increased  $1.3  billion  or 5% when  compared  to the year ended
December 31, 1999, which is attributable to the separate account business.

SEGMENT RESULTS

Employee Benefits

The following is a summary of certain  financial  data of the Employee  Benefits
segment:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                               Three Months Ended         Nine Months Ended
                                                  September 30,             September 30,
                                             ------------------------   -----------------------
        Operating Summary (Millions)           2000          1999         2000         1999
                                             ----------   -----------   ----------   ----------

        Premiums                          $       299  $       266   $       879  $       778
        Fee income                                192          141           557          402
        Net investment income                      28           21            73           60
        Realized investment gains
          (losses)                                 (1)                        (5)          (2)
                                             ----------   -----------   ----------   ----------
             Total revenues                       518          428         1,504        1,238

        Total benefits and expenses               458          389         1,346        1,118
        Income tax expense                         21           12            55           39
                                             ----------   -----------   ----------   ----------
             Net income                   $        39  $        27   $       103  $        81
                                             ==========   ===========   ==========   ==========

        Deposits for investment-type
          Contracts                       $            $             $        20  $        18
        Deposits to separate accounts             524          395         1,491        1,320
        Self-funded premium

          Equivalents                           1,346          746         3,843        2,252
</TABLE>

Net income for Employee Benefits increased $12 million or 44% and $22 million or
27% for the third  quarter  and first nine  months of 2000 when  compared to the
third  quarter and first nine months of 1999.  The increase is due  primarily to
favorable  morbidity  experience  in large case  business,  the  acquisition  of
General American's group life and health business, and expense gains, which more
than offset poor mortality experience.

401(k)  premiums and deposits  increased 31%, from $418 million to $550 million,
and 13%, from $1,407 million to $1,589 million,  for the third quarter and first
nine  months  of  2000.  Assets  under  administration   (including  third-party
administration)  in 401(k)  increased 1% over the first nine months of 2000. The
number of contributing  participants increased from 501,000 at December 31, 1999
to 549,000 at September 30, 2000.

Premiums, fee income and equivalent premiums for group life and health increased
60%, from $1,130  million to $1,812  million,  and 55%,  from $3,364  million to
$5,202 million,  from the third quarter and first nine months of 1999, primarily
due to the acquisition of the General American business.

Financial Services

The following is a summary of certain  financial data of the Financial  Services
segment:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                               Three Months Ended         Nine Months Ended
                                                  September 30,             September 30,
                                             ------------------------   -----------------------
        Operating Summary (Millions)           2000          1999         2000         1999
                                             ----------   -----------   ----------  -----------

        Premiums                          $        40  $        32   $       131  $      132
        Fee income                                 31           21            91          64
        Net investment income                     210          198           623         591
        Realized investment gains                   5            4            19           2
                                             ----------   -----------   ----------  -----------
             Total revenues                       285          255           864         789

        Total benefits and expenses               236          219           725         690
        Income tax expense                         17           11            49          33
                                             ----------   -----------   ----------  -----------
             Net income                   $        32  $        25   $        90  $       66
                                             ==========   ===========   ==========  ===========

        Deposits for investment-type
          contracts                       $       229  $       137   $       563  $      394
        Deposits to separate accounts             257          156           961         596
</TABLE>

Net income for Financial Services increased $7 million or 28% and $24 million or
36% for the third  quarter  and first nine  months of 2000 when  compared to the
same periods of 1999, due primarily to higher fee income,  favorable  individual
life mortality experience, and realized gains on investments.

Savings

Savings premiums and deposits  increased 64%, from $236 million to $386 million,
and 38%,  from $739 million to $1,017  million,  for the third quarter and first
nine  months of 2000.  The  increase  primarily  reflects  growth in deposits to
separate  accounts of $120 million and in deposits to traditional  fixed annuity
products of $131 million for the first nine months of 2000.

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% from December 31, 1999.

New  contributions  to variable  business  represented 51% of the total deposits
received  in the first nine  months of 2000  compared  to 59% for the first nine
months of 1999.

Customer participation in guaranteed separate accounts increased as assets under
management for guaranteed  separate account funds were $732 million at September
30, 2000, compared to $654 million at December 31, 1999.

Life Insurance

Individual life insurance revenue premiums and deposits of $170 million and $729
million  for the third  quarter  and first nine  months of 2000  represented  an
increase of $60 million or 54% and $283  million or 63% from the same periods in
1999.  The increases  are primarily due to an increase in BOLI separate  account
deposits of $43 million  and $245  million for the third  quarter and first nine
months of 2000.

GENERAL ACCOUNT INVESTMENTS

The Company's primary investment  objective is to acquire assets whose durations
and cash flows 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.  Through
dynamic modeling,  using  state-of-the-art  software 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 maturity  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,  which are  primarily  in the  held-to-maturity
category,  are generally less marketable  than publicly traded assets,  yet they
typically offer covenant protection which 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 (both  available-for-sale  and
held-to-maturity) by credit rating is summarized as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                         September 30,         December 31,
                                                             2000                  1999
                                                       ------------------    ------------------

        AAA                                                   51.5%                 48.2%
        AA                                                    10.1%                  8.8%
        A                                                     17.1%                 20.2%
        BBB                                                   20.4%                 22.4%
        BB and Below (non-investment grade)                    0.9%                   .4%
                                                       ------------------    ------------------
        TOTAL                                                100.0%               100.0%
</TABLE>

During the first nine months of 2000, net unrealized  gains on fixed  maturities
included in stockholder's equity, which is net of  policyholder-related  amounts
and deferred income taxes, increased surplus by $26 million.

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 are generally  shorter term,
requiring greater liquidity.

Generally,  the  Company  has  met its  operating  requirements  by  maintaining
appropriate  levels of  liquidity  in its  investment  portfolio  and  utilizing
positive  cash flows from  operations.  Liquidity  for the Company has  remained
strong, as evidenced by significant amounts of short-term  investments and cash,
which  totaled  $447 million and $508  million as of  September  30,  2000,  and
December 31, 1999, 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.

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 $99
million of commercial  paper  outstanding  at September  30, 2000.  There was no
commercial paper outstanding at December 31, 1999. 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.

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

        Exhibit Number      Title                            Page
        ----------------    ----------------------------     -------------

        27                  Financial Data Schedule          21

(b)     Reports on Form 8-K

No reports on Form 8-K have been filed during the third quarter of 2000.

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



DATE: November 10, 2000 BY:/s/           Glen R. Derback
                               ------------------------------------------------
                               Glen R. Derback, Vice President and Controller
                            (Duly authorized officer & chief accounting officer)