UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q
<TABLE>
<CAPTION>
<S>     <C>                                                                  <C>
(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, 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 charter)
-------------------------------------------------------------------------------------------------

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


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, 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.

                                       13

                                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 Statement 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                                                           11

           Item 3  Quantitative and Qualitative Disclosures About Market Risk              20

           Item 4  Controls and Procedures                                                 20

Part II    OTHER INFORMATION                                                               21

           Item 1  Legal Proceedings                                                       21

           Item 6  Exhibits and Reports on Form 8-K                                        21

           Signature                                                                       21

           Certification                                                                   22

</TABLE>
<PAGE>

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               Nine Months Ended
                                            September 30,                   September 30,
                                     ---------------------------- -- ----------------------------
REVENUES:                               2002            2001            2002            2001
                                     ------------    ------------    ------------    ------------
<S>                                     <C>             <C>           <C>             <C>
  Premium                         $     292,155   $     294,308   $     841,164   $     891,638
  Fee income                            216,968         250,335         676,976         733,185
  Net investment income                 231,367         227,363         693,867         709,392
  Net realized gains on
    Investments                          18,077          13,111          25,985          22,043
                                     ------------    ------------    ------------    ------------

                                        758,567         785,117       2,237,992       2,356,258
                                     ------------    ------------    ------------    ------------
BENEFITS AND EXPENSES:

  Life and other policy benefits        264,790         234,350         715,974         766,266
  Increase (decrease) in                 38,540          47,484          63,767          76,799
reserves

  Interest paid or credited to
    contractholders                     119,363         120,992         370,392         387,814
  Provision for policyholders'
    share of earnings
    on participating business (loss)       (710)            567             212           2,878
  Dividends to policyholders             16,861          16,300          57,151          55,826
                                     ------------    ------------    ------------    ------------

                                        438,844         419,693       1,207,496       1,289,583
                                     ------------    ------------    ------------    ------------
  Commissions                            40,979          52,792         139,518         147,022
  Operating expenses                    171,480         185,027         542,536         597,832
  Premium taxes                           7,878          13,452          23,225          27,038
  Special charges                                                                       127,040
                                     ------------    ------------    ------------    ------------

                                        659,181         670,964       1,912,775       2,188,515
                                     ------------    ------------    ------------    ------------
INCOME BEFORE INCOME
  TAXES                                  99,386         114,153         325,217         167,743
PROVISION FOR INCOME
  TAXES:

  Current                                68,129          (2,842)        112,298          54,883
  Deferred                              (35,368)         42,743          (6,776)            832
                                     ------------    ------------    ------------    ------------

                                         32,761          39,901         105,522          55,715
                                     ------------    ------------    ------------    ------------

NET INCOME                        $      66,625   $      74,252   $     219,695   $     112,028
                                     ============    ============    ============    ============

</TABLE>


See notes to consolidated financial statements.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
<TABLE>
<CAPTION>
==============================================================================================
<S>                                                           <C>                  <C>
                                                            September 30,        December 31,
ASSETS                                                           2002                2001
------
                                                           -----------------    ----------------
                                                             [unaudited]
INVESTMENTS:

   Fixed maturities available-for-sale, at fair value
      (amortized cost $9,977,138 and $9,904,453)        $     10,518,304     $     10,116,175
  Mortgage loans on real estate (net of allowances
      of $57,654 and $57,654)                                    466,949              613,453
  Common stock, at fair value (cost $74,586 and                   66,247               73,344
      $74,107)

  Real estate                                                      3,839               11,838
  Policy loans                                                 2,927,927            3,000,441
  Short-term investments, available-for-sale
    (cost $360,054 and $427,398)                                 360,266              424,730
                                                           -----------------    ----------------

    Total investments                                         14,343,532           14,239,981

OTHER ASSETS:
  Cash                                                           124,856              213,731
  Reinsurance receivable                                         315,215              282,352
  Deferred policy acquisition costs                              257,152              275,570
  Investment income due and accrued                              124,938              130,775
  Amounts receivable related to uninsured accident
    and health plan claims (net of allowances of
    $42,100 and $53,431)                                         104,867               89,533
  Premiums in course of collection (net of allowances
    of $11,955 and $22,217)                                       65,343               99,811
 Deferred income taxes                                           100,689              149,140
 Other assets                                                    874,455              745,617
  SEPARATE ACCOUNT ASSETS                                     10,933,287           12,584,661
                                                           -----------------    ----------------





TOTAL ASSETS                                            $     27,244,334     $     28,811,171
                                                           =================    ================

                                                                                  (continued)
<PAGE>

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
==============================================================================================

                                                            September 30,        December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                             2002                2001
------------------------------------
                                                           -----------------   -----------------
                                                             [unaudited]
POLICY BENEFIT LIABILITIES:

  Policy reserves                                       $     12,272,288     $    12,211,496
  Policy and contract claims                                     382,154             401,389
  Policyholders' funds                                           306,254             242,916
  Provision for policyholders' dividends                          75,931              74,740
  Undistributed earnings on participating business               162,017             163,086

GENERAL LIABILITIES:
  Due to GWL                                                      37,520              41,874
  Due to GWL&A Financial Inc.                                    255,405             251,059
  Repurchase agreements                                          281,063             250,889
  Commercial paper                                                96,592              97,046
  Other liabilities                                              783,565           1,021,541
  SEPARATE ACCOUNT LIABILITIES                                10,933,287          12,584,661
                                                           -----------------   -----------------

    Total liabilities                                         25,586,076          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                                     717,537             712,801
  Accumulated other comprehensive income                         178,183              76,507
  Retained earnings                                              755,506             674,134
                                                           -----------------   -----------------

    Total stockholder's equity                                 1,658,258           1,470,474
                                                           -----------------   -----------------



TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY              $     27,244,334     $    28,811,171
                                                           =================   =================

See notes to consolidated financial statements.                                  (Concluded)
<PAGE>

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
==============================================================================================
[Unaudited]
                                                                    Nine Months Ended

                                                                      September 30,

                                                           -------------------------------------
OPERATING ACTIVITIES:                                            2002                2001
                                                           -----------------    ----------------

  Net income                                            $        219,695     $        112,028
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Gain allocated to participating policyholders                    212                2,878
    Amortization of investments                                  (55,937)             (57,973)
    Realized gains on disposal of investments
       and write-downs of mortgage loans and real estate         (25,985)             (22,043)
    Amortization                                                  26,229               39,881
    Deferred income taxes                                         (6,776)                 832
    Write-off of Goodwill
  Changes in assets and liabilities:
    Policy benefit liabilities                                   530,745              236,026
    Reinsurance receivable                                       (32,863)              10,425
    Accrued interest and other receivables                        24,971              179,464
    Corporate owned life insurance                                (7,110)            (105,222)
    Securities receivable/payable                               (200,369)             129,442
    Other, net                                                  (184,388)            (188,757)
                                                           -----------------    ----------------

    Net cash provided by operating activities                    288,424              336,981
                                                           -----------------    ----------------

INVESTING ACTIVITIES:

  Proceeds from sales, maturities, and redemptions
    of investments:
    Fixed maturities available-for-sale
        Sales                                                  4,301,335            3,940,889
        Maturities and redemptions                             1,038,940              906,159
    Mortgage loans                                               157,956              142,209
    Real estate                                                    1,800
    Common stock                                                   7,960               19,600
  Purchases of investments:

    Fixed maturities held-to-maturity                         (5,281,140)          (5,259,798)
    Mortgage loans

    Real estate                                                   (2,648)              (2,280)
    Common stock                                                    (828)             (24,172)
                                                           -----------------    ----------------

    Net cash provided by (used in) investing                     223,375             (277,393)
       activities
                                                           -----------------    ----------------








                                                                                  (continued)
<PAGE>

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
==============================================================================================
[Unaudited]
                                                                    Nine Months Ended

                                                                      September 30,

                                                           -------------------------------------
FINANCING ACTIVITIES:                                            2002                2001
                                                           -----------------    ----------------

  Contract withdrawals, net of deposits                 $       (492,063)    $       (250,355)
  Net GWL repayments                                              (4,354)               3,484
  Net GWL&A Financial (repayments) borrowings                      4,346               (9,297)
  Dividends paid                                                (138,323)            (141,050)
  Commercial paper borrowings (repayments), net                     (454)              (9,631)
  Repurchase agreements borrowings, net                           30,174              282,100
                                                           -----------------    ----------------

    Net cash used in financing activities                       (600,674)            (124,749)
                                                           -----------------    ----------------

NET DECREASE IN CASH                                             (88,875)             (65,161)

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

CASH, END OF PERIOD                                     $        124,856     $         88,816
                                                           =================    ================








See notes to consolidated financial statements.                                   (Concluded)
</TABLE>
<PAGE>

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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                                                                                                 219,695       219,695
  Other comprehensive income                                                                   101,676                     101,676
                                                                                                                          ----------
Total comprehensive income                                                                                                 321,371
                                                                                                                          ----------
Dividends                                                                                                    (138,323)    (138,323)
Income tax benefit on stock
  Compensation                                                                     4,736                                     4,736
                               --------   ---------   ----------   ----------   ----------  --------------   ----------   ----------

BALANCE, SEPTEMBER 30, 2002         0  $       0      7,032,000 $    7,032   $   717,537  $    178,183    $  755,506   $  1,658,258
                               ========   =========   ==========   ==========   ==========  ==============   ==========   ==========

















See notes to consolidated financial statements.
</TABLE>
<PAGE>

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 nine months ended September 30, 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.  Adoption of this  statement  did not
        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.

        In April 2002, the FASB issued Statement No. 145 "Rescission of FASB No.
        4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
        Corrections" (SFAS No. 145). FASB No. 4 required all gains or losses
        from extinguishment of debt to be classified as extraordinary items net
        of income taxes. SFAS No. 145 requires that gains and losses from
        extinguishment of debt be evaluated under the provision of Accounting
        Principles Board Opinion No. 30, and be classified as ordinary items
        unless they are unusual or infrequent or meet the specific criteria for
        treatment as an extraordinary item. This statement is effective January
        1, 2003. The Company does not expect this statement to have a material
        effect on the Company's financial position or results of operations.

        In July 2002, the FASB issued Statement No. 146 " Accounting for Costs
        Associated With Exit or Disposal Activities" (SFAS No. 146). This
        statement addresses financial accounting and reporting for costs
        associated with exit or disposal activities and nullifies EITF Issue No.
        94-3, "Liability Recognition for Certain Employee Termination Benefits
        and Other Costs to Exit an Activity (including Certain Costs Incurred in
        a Restructuring)." This statement requires recognition of a liability
        for a cost associated with an exit or disposal activity when the
        liability is incurred, as opposed to when the entity commits to an exit
        plan under EITF 94-3. SFAS No. 146 is to be applied prospectively to
        exit or disposal activities initiated after December 31, 2002. The
        Company does not expect this statement to have 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 Alta Health &
        Life Insurance Company (Alta). 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.
<TABLE>
<CAPTION>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                          Three Months Ended             Nine Months Ended

            Operating Summary               September 30,                  September 30,
                                       -------------------------   ------------------------------
                [Millions]                2002          2001           2002             2001
        ---------------------------    -----------    ----------   --------------   -------------
<S>                                        <C>            <C>           <C>                <C>
        Premium income              $       292    $       295   $       841      $         892
        Fee income                          217            250           677                733
        Net investment income               232            227           694                709
        Realized investment gains            18             13            26                 22
                                       -----------    ----------   --------------   -------------
        Total revenues                      759            785         2,238              2,356

        Total benefits and                  659            671         1,913              2,061
        expenses
        Income tax expenses                  33             40           105                102
                                       -----------    ----------   --------------   -------------
        Net income before special
          Charges                            67             74           220                193
        Special charges (net)                                                                81
                                       -----------    ----------   --------------   -------------
        Net income (loss)           $        67             74           220                112
                                       ===========    ==========   ==============   =============
        Deposits for investment-
        type

          Contracts                 $       201            207           513                581
        Deposits to separate                521            917         1,909              2,559
        accounts
        Self-funded premium
          Equivalents                     1,305          1,370         3,947              4,346

              Balance Sheet                                         September 30,   December 31,
                [Millions]                                             2002             2001
        ---------------------------                                --------------   -------------

        Investment assets                                        $    14,344      $     14,240
        Separate account
          Assets                                                      10,933            12,585
        Total assets                                                  27,244            28,811
        Total policy
          benefit liabilities                                         13,037            12,931
        Due to GWL                                                        38                42
        Due to GWL&A
          financial                                                      255               251
        Total stockholder's
          equity                                                       1,658             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 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 September 30, 2002, compared with December 31, 2001, and
        its results of operations for the quarter and nine months ended
        September 30, 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 decreased $7 million or 9.5% for
        the third quarter and increased $8 million or 4% for the first nine
        months of 2002 when compared to the third quarter and first nine months
        of 2001, before one-time charges of $80.9 million and operating losses
        of $18.7 million, net of tax, related to the Alta Health & Life
        Insurance Company (Alta) business. Alta was acquired by the Company on
        July 8, 1998. During 2001 and 2000, the Alta business continued to be
        run as a free-standing unit but was converted to the Company's systems
        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 $7 million net
        income decrease quarter over quarter reflects a $14 million decrease in
        the Employee Benefits segment, offset by an $7 million increase in the
        Financial Services segment. The $8 million net income increase year over
        year reflects an increase of $10 million in the Financial Services
        segment, offset by a decrease of $2 million in the Employee Benefits
        segment, before one-time charges of $80.9 million and operating losses
        of $18.7 million, net of tax, related to the Alta business.

        Total revenues decreased $26 million or 3.3% and $118 million or 5.0%
        for the third quarter and first nine months of 2002 when compared to the
        third quarter and first nine months of 2001. The decrease in the third
        quarter was primarily due to a $33 million decrease in fee income.

        The decrease in total revenues for the first nine months of 2002 was due
        to a $51 million decrease in premium income, a $56 million decrease in
        fee income, and a $15 million decrease in net investment income, offset
        by a $4 million increase in realized investment gains.

        The decrease in premium income for the first nine months of 2002 is
        primarily in the Employee Benefits segment reflecting lower case sales.

        The decreases in fee income in the third quarter and first nine months
        of 2002 were primarily in the Employee Benefits segment as a result of
        the decline in membership.

        The decrease in net investment income for the first nine months of 2002
        was primarily the result of decreasing interest rates. The actual earned
        rate at September 30, 2002 was 6.87% compared to 7.59% at September 30,
        2001. The earned rate is expected to trend lower in the next few
        quarters reflecting the interest rate environment.

        Benefits and expenses decreased $12 million or 1.8% and $148 million or
        7.2% for the third quarter and the first nine months of 2002 when
        compared to the third quarter and the first nine months 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 before special charges decreased $7 million or 17.5%
        for the third quarter of 2002 when compared to the same period in 2001
        reflecting the decrease in pretax income.

        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 $650 million or 25.4% for the
        first nine months of 2002 when compared to the first nine months of
        2001. The decrease is due primarily to a combination of lower 401(k)
        single premium deposits and lower BOLI deposits.

        Self-funded premium equivalents decreased $399 million or 9.2% for the
        first nine months of 2002 when compared to the first nine 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:
<TABLE>
<CAPTION>

                                            Three Months Ended           Nine Months Ended

             Operating Summary                September 30,                September 30,
                                         -------------------------    -------------------------
                 [Millions]                 2002          2001           2002          2001
        -----------------------------    -----------    ----------    -----------    ----------
<S>                                            <C>            <C>         <C>            <C>
        Premium income                $        257   $        258  $        722   $        766
        Fee income                             162            192           508            556
        Net investment income                   18             17            52             51
        Realized investment gains                5              1             6              3
                                         -----------    ----------    -----------    ----------
        Total revenues                         442            468         1,288          1,376
        Total benefits and expenses            402            404         1,131          1,239
        Income tax expenses                     14             24            52             49
                                         -----------    ----------    -----------    ----------
        Net income before special
          Charges                               26             40           105             88
        Special charges (net)                                                               81
                                         -----------    ----------    -----------    ----------
        Net income                    $         26   $         40  $        105   $          7
                                         ===========    ==========    ===========    ==========

        Self-funded premium           $      1,305   $      1,370  $      3,947   $      4,346
        equivalents
</TABLE>

        The $14 million decrease in earnings for the third quarter of 2002
        compared to the third quarter of 2001 is primarily due to a combination
        of an expense loss from a decrease in membership and poor morbidity
        experience as a result of accelerating claims payments associated with
        the July 1, 2002 ERISA change. The ERISA change requires payments of
        claims within 30 days rather than the previously allowed 45 days.

        The $2 million decrease in earnings for the first nine months of 2002
        compared to a year ago, before one-time charges of $80.9 million and
        operating losses of $18.7 million, net of tax, related to the Alta
        business, is primarily related to improved mortality and morbidity
        results through June 30, 2002, offset by a decrease in the third quarter
        of 2002 discussed above.

        Premium and fee income decreased $31 million or 7% for the third quarter
        of 2002 and decreased $92 million or 7.0% for the first nine months of
        2002, when compared to the same periods of 2001. The decreases are
        primarily due to lower membership levels associated with lower case
        sales. There was a 4% decrease in total health care membership from
        2,321,400 at June 30, 2002 to 2,239,300 at September 30, 2002. There was
        a 16% decrease in total health care membership from 2,668,700 at
        September 30, 2001 to 2,239,300 at September 30, 2002. Much of the
        health care membership decline can be attributed to lower case sales.
        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.

        Total benefits and expenses decreased $108 million or 9% for the first
        nine months of 2002 when compared to the first nine months of 2001. The
        decreases are due primarily to a combination of lower group life and
        health claims due to decreasing membership and a reduction in operating
        expenses.

        Self-funded premium equivalents decreased $65 million and $399 million
        for the third quarter and first nine months of 2002 compared to the
        third quarter and first nine months of 2001. The decrease was due to
        improved morbidity as well as a decrease in membership.

        The Company recorded $14.0 million ($9.1 million, net of tax) and $4.5
        million ($2.9 million, net of tax) of restructuring costs in the first
        quarter of 2002 and in the second quarter of 2002 related to the costs
        associated with the consolidation of benefit payment offices and sales
        offices throughout the United States. The charges relate to severance of
        $2.8 million and $1.5 million, disposal of furniture and equipment of
        $4.4 million and $0.5 million, and termination of leasing agreements of
        $6.8 million and $2.5 million. During the first quarter of 2002, 304
        employees were terminated, of which 250 employees were from the Employee
        Benefits division. During the second quarter of 2002, 252 employees were
        terminated, all of which were from the Employee Benefits division.

        The Company  established a premium  deficiency reserve of $46 million
        (included in one-time charges previously discussed) on the Alta block
        of business in 2001.  Releases of $18.7 million in 2001,  $6.2 million
        in the first quarter of 2002,  and $2.1 million in the second  quarter
        of 2002 were made to offset the  underwriting  losses  incurred on the
        under-priced  block of business.  During the first quarter of 2002 the
        reserve was  reduced by $15.0  million  ($9.8  million net of tax) and
        during the  second  quarter of 2002 the  reserve  was  reduced by $4.0
        million  ($2.6  million,  net of tax) based on an analysis of emerging
        experience  which was more favorable than  originally  estimated.  The
        balance of the premium  deficiency  reserve at September  30, 2002 was
        zero.

        Financial Services

        The following is a summary of certain financial data of the Financial
        Services segment.
<TABLE>
<CAPTION>
                                            Three Months Ended           Nine Months Ended

             Operating Summary                September 30,                September 30,
                                         -------------------------    -------------------------
                 [Millions]                 2002          2001           2002          2001
        -----------------------------    -----------    ----------    -----------    ----------
<S>                                            <C>            <C>           <C>            <C>
        Premium income                $         35   $         37  $        119   $        126
        Fee income                              55             58           169            177
        Net investment income                  214            210           642            658
        Realized investment gains               13             12            20             19
                                         -----------    ----------    -----------    ----------
        Total revenues                         317            317           950            980

        Total benefits and expenses            257            267           782            822
        Income tax expenses                     19             16            53             53
                                         -----------    ----------    -----------    ----------
        Net income                    $         41   $         34  $        115   $        105
                                         ===========    ==========    ===========    ==========

        Deposits for investment-type
          Contracts                   $        201   $        207  $        513   $        581
        Deposits to separate                   521            917         1,909          2,559
        accounts
</TABLE>

        Net income for Financial Services increased $7 million and $10 million
        for the third quarter and first nine months ended September 30, 2002
        when compared to the same periods last year. The increase reflects an
        improvement in interest margins on guaranteed public/nonprofit business
        and reductions in operating expenses.

        Savings

        Savings premiums and deposits and fees increased $163 million to $370
        million or 79% for the third quarter of 2002 when compared to the same
        period last year, and increased $95 million (from $1,089 million to
        $1,184 million) or 9% for the first nine months of 2002 when compared to
        the first nine months of 2001. The increases primarily reflect a
        combination of an increase in deposits for investment-type contracts and
        an increase in the 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 decreased $207 million or 2.5% from December 31,
        2001 due to the influence of the volatility of the U.S. equity markets.

        The Financial Services segment's savings business experienced growth
        during the first nine months of 2002. The total lives under
        administration increased 4.7% from 1,268,549 at December 31, 2001 to
        1,329,388 at September 30, 2002.

        Customer participation in guaranteed separate accounts increased during
        2002, as many customers prefer the security of fixed income securities
        in separate account assets. Assets under management for guaranteed
        separate account funds were $1,658.6 million at September 30, 2002
        compared to $1,214.4 million at December 31, 2001.

        Life Insurance

        Individual life insurance deposits and premiums and fees of $116 million
        and $362 million for the third quarter and first nine months of 2002
        represent a decrease of $458 million or 80% and a decrease of $466
        million or 56% from the same periods last year. The decreases are
        primarily due to slow sales in the BOLI markets due to low fixed
        interest rates.

        401(k)

        401(k) premiums and deposits decreased 26% for the third quarter of 2002
        when compared to the third quarter of 2001 (from $438 million to $324
        million). 401(k) premiums and deposits decreased 24% for the nine months
        of 2002 (from $1,526 million to $1,164 million) when compared to the
        nine months of 2001. Assets under administration (including third-party
        administration) in 401(k) decreased 18.0% during the first nine months
        of 2002 due to the impact of lower U.S. equity markets and a decreasing
        number of participants. The number of participants decreased from
        564,025 at September 30, 2001 to 501,564 at September 30, 2002,
        reflecting higher termination rates. 401(K) case terminations increased
        45% to 702 for the first nine months of 2002 as compared to the first
        nine months of 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>
                                                       June 30,             December 31,
                                                         2002                   2001
                                                   ------------------    -------------------
<S>                                                          <C>                    <C>
                           AAA                                59  %                  58  %
                           AA                                  9  %                   9  %
                            A                                 14  %                  14  %
                           BBB                                16  %                  16  %
           BB and Below (non-investment grade)                 2  %                   3  %
                                                   -------------- ---    --------------- ---

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

        During the first nine months of 2002, net unrealized gains on fixed
        maturities included in stockholder's equity, which is net of
        policyholder-related amounts and deferred income taxes, increased
        stockholder's equity by $101.7 million.

        CRITICAL ACCOUNTING POLICIES

        The preparation of financial statements in conformity with accounting
        principles generally accepted in the United States of America 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
        paid on behalf of policyholders 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 $485.1 million and
        $638.4 million as of September 30, 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 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 $281.1 million of repurchase
        agreements at September 30, 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 $97.0 million of commercial paper outstanding
        at September 30, 2002, and December 31, 2001. 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>
        Related party note $          $          $          $          $   25.0   $      175.0
        Operating leases        7.9       28.9       23.3       20.7       17.9           38.0
                             --------   --------   --------   --------   --------   -----------
        Total contractual
          obligations      $    7.9   $   28.9   $   23.3   $   20.7   $   42.9   $      213.0
                             ========   ========   ========   ========   ========   ===========
</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. The Company
        also uses interest rate swaps to convert cash flow from variable-rate
        investments to fixed amounts to match such cash flows to expected cash
        flows on its liabilities to policyholders. 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 market risk position
        from December 31, 2001.

Item 4. CONTROLS AND PROCEDURES

        Based on their evaluation as of October 25, 2002, the Chief Executive
        Officer and Chief Financial Officer have concluded that the Company's
        Disclosure Controls and Procedures are effective in ensuring that
        information relating to the Company and its subsidiaries which is
        required to be disclosed in reports filed under the Securities Exchange
        Act of 1934 is (i) accumulated, processed and reported in a timely
        manner; and (ii) communicated to the Company's senior management,
        including the President and Chief Executive Officer and the Executive
        Vice President and Chief Financial Officer, so that timely decisions may
        be made regarding disclosure.

        The Chief Executive Officer and Chief Financial Officer hereby confirm
        that, since the date of their evaluation on October 25, 2002, there were
        no significant changes in the Company's internal controls or in other
        factors that could significantly affect these internal controls
        including any corrective actions with regard to significant deficiencies
        and material weaknesses.

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 July 30, 2002, was filed disclosing
               the Company's second quarter results as of June 30, 2002.

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:     November 14, 2002
        -----------------------------------------         ----------------------
        Glen R. Derback, Vice President and Controller
        (Duly authorized officer and chief accounting officer)

<PAGE>

CERTIFICATIONS

I, William T. McCallum, 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 officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)  designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing date of this
    quarterly report (the "Evaluation Date"); and

c)  presented in this quarterly report our conclusion about the effectiveness of
    the disclosure controls and procedures based on our evaluation as of the
    Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on
    our most recent evaluation, 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 in the design or operation of internal controls
    which could adversely affect the registrant's ability to record, process,
    summarize and report financial data and have identified for the registrant's
    auditors any material weaknesses in internal controls; and

b)  any fraud, whether or not material, that involves management or other
    employees who have a significant role in the registrant's internal controls;
    and

6.  The registrant's other certifying officers and I have indicated in this
    quarterly report whether or not there were significant changes in internal
    controls or in other factors that could significantly affect internal
    controls subsequent to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies and material
    weaknesses.

    Date: November 14, 2002
                                        /s/ William T. McCallum
                                        --------------------------------------
                                        William T. McCallum
                                        President and Chief Executive Officer

<PAGE>


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 officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.  designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing date of this
    quarterly report (the "Evaluation Date"); and

c.  presented in this quarterly report our conclusion about the effectiveness of
    the disclosure controls and procedures based on our evaluation as of the
    Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on
    our most recent evaluation, 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 in the design or operation of internal controls
    which could adversely affect the registrant's ability to record, process,
    summarize and report financial data and have identified for the registrant's
    auditors any material weaknesses in internal controls; and

b.  any fraud, whether or not material, that involves management or other
    employees who have a significant role in the registrant's internal controls;
    and

6.  The registrant's other certifying officers and I have indicated in this
    quarterly report whether or not there were significant changes in internal
    controls or in other factors that could significantly affect internal
    controls subsequent to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies and material
    weaknesses.

    Date: November 14, 2002
                                                /s/ Mitchell T.G. Graye
                                               ---------------------------------
                                                Mitchell T.G. Graye
                                                Executive Vice President and
                                                Chief Financial Officer