EXHIBIT 31.2

                                  CERTIFICATION

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

     1.  I have reviewed this quarterly report on Form 10-Q of Great-West Life &
         Annuity Insurance Company (the "registrant");

     2.  Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

     4.  The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and we have:

         a)     designed such disclosure controls and procedures, or caused such
                disclosure controls and procedures to be designed under our
                supervision, to ensure that material information relating to the
                registrant, including its consolidated subsidiaries, is made
                known to us by others within those entities, particularly during
                the period in which this quarterly report is being prepared;

         b)     evaluated the effectiveness of the registrant's disclosure
                controls and procedures and presented in this quarterly report
                our conclusion about the effectiveness of the disclosure
                controls and procedures, as of the end of the period covered by
                this quarterly report based on such evaluation; and

         c)     disclosed in this quarterly report any change in the
                registrant's internal control over financial reporting that
                occurred during the registrant's most recent fiscal quarter that
                has materially affected, or is reasonably likely to materially
                affect, the registrant's internal control over financial
                reporting; and

     5.  The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         registrant's board of directors (or persons performing the equivalent
         function):

         a)     all significant deficiencies and material weaknesses in the
                design or operation of internal control over financial reporting
                which are reasonably likely to adversely affect the registrant's
                ability to record, process, summarize and report financial
                information; and

         b)     any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal control over financial reporting.

Date: November 12, 2004


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