Exhibit 31.2 Certification I, James L.
McCallen, 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)) and internal control over
 financial reporting (as defined in Exchange Act Rules 13a-15(f) and
 15(d)-15(f)) for the registrant and 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) designed such internal control over financial reporting, or
caused
 such internal control over financial reporting to be designed under our
 supervision, to provide reasonable assurance regarding the reliability of
 financial reporting and the preparation of financial statements for external
 purposes in accordance with generally accepted accounting principles;c) evaluated the effectiveness of the registrants disclosure
 controls and procedures and presented in this quarterly report our
 conclusions 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; andd) 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 (the registrants fourth fiscal
 quarter in the case of an annual report) that has materially affected, or is
 reasonably likely to materially affect, the registrants internal control
 over financial reporting; and5.
The registrants other certifying officer 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 functions):  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; andb)
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.  /s/ James
 L. McCallen

Date: August
 14, 2008James
 L. McCallen, Senior Vice President andChief
 Financial Officer 41