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 March 31, 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] 689-4128
                     (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 March 31, 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.



<PAGE>


                                       20

                                  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

                        Notes to Consolidated Financial Statements                    8

               Item 2   Management's Discussion and Analysis of Financial             10
                        Condition and Results of Operations

Part II        OTHER INFORMATION

               Item 1   Legal Proceedings                                              18

               Item 6   Exhibits and Reports on Form 8-K                               18

               Signatures                                                              18
</TABLE>




PART I   FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands)
-----------------------------------------------------------------------------------------------
(Unaudited)
                                                                         Three Months Ended
                                                                             March 31,

                                                                     ---------------------------
                                                                         2000          1999
                                                                     ------------- -------------
REVENUES:

<S>                                                                <C>                <C>
  Premiums                                                         $    352,735       317,754
  Fee income                                                            211,634       154,036
  Net investment income                                                 230,376       216,113
  Net realized gains (losses) on                                          1,337        (6,043)
investments

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

                                                                        796,082       681,860
                                                                     ------------- -------------
BENEFITS AND EXPENSES:
  Life and other policy benefits                                        281,371       240,389
  Increase in reserves                                                   25,558        35,075
  Interest paid or credited to                                          125,694       109,965
contractholders

  Provision for policyholders' share of
    earnings on participating business                                    2,278         1,452
  Dividends to policyholders                                             22,631        21,893
                                                                     ------------- -------------

                                                                        457,532       408,774
                                                                     ------------- -------------
                                                                     ------------- -------------

  Commissions                                                            46,420        45,034
  Operating expenses                                                    201,932       150,122
  Premium taxes                                                           8,749         7,138
                                                                     ------------- -------------

                                                                        714,633       611,068
                                                                     ------------- -------------

INCOME BEFORE INCOME TAXES                                               81,449        70,792

PROVISION FOR INCOME TAXES:
   Current                                                               12,552        15,854
   Deferred                                                              16,197         9,534
                                                                     ------------- -------------

                                                                         28,749        25,388
                                                                     ------------- -------------

NET INCOME                                                         $     52,700        45,404
                                                                     ============= =============







See notes to consolidated financial statements.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

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

                                                                  March 31,      December 31,
ASSETS                                                              2000             1999
------
                                                                --------------   --------------
                                                                 (Unaudited)
INVESTMENTS:
  Fixed Maturities:
    Held-to-maturity, at amortized cost
       (fair value $2,201,573 and $2,238,581)                 $    2,238,048   $    2,260,581
    Available-for-sale, at fair value
       (amortized cost $7,083,939 and $6,953,383)                  6,863,926        6,727,922
  Mortgage loans on real estate, net                                 941,175          974,645
  Common stock                                                        91,690           69,240
  Real estate, net                                                   110,369          103,731
  Policy loans                                                     2,670,258        2,681,132
  Short-term investments, available-for-sale
       (cost approximates fair value)                                119,231          240,804
                                                                --------------   --------------

      Total Investments                                           13,034,697       13,058,055

Cash                                                                 330,142          257,840
Reinsurance receivable                                               180,846          173,322
Deferred policy acquisition costs                                    267,445          282,295
Investment income due and accrued                                    145,468          137,810
Other assets                                                         373,227          308,419
Premiums in course of collection                                     164,468          142,199
Deferred income taxes                                                240,145          253,323
Separate account assets                                           13,403,470       12,476,256
                                                                --------------   --------------
















TOTAL ASSETS                                                 $    28,139,908   $   27,089,519
                                                                ==============   ==============


See notes to consolidated financial statements.                                   (Continued)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

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

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

    Policy reserves                                           $   11,604,570   $   11,737,683
    Policy and contract claims                                       588,135          391,968
    Policyholders' funds                                             199,630          185,623
    Provision for policyholders' dividends                            71,131           70,726

GENERAL LIABILITIES:

    Due to Parent Corporation                                         25,071           35,979
    Due to GWL&A Financial Inc.                                      175,035          175,035
    Repurchase agreements                                                              80,579
    Commercial paper                                                  99,207
    Other liabilities                                                652,033          638,469
    Undistributed earnings on
      participating business                                         133,719          130,638
    Separate account liabilities                                  13,403,470       12,476,256
                                                                --------------   --------------

      Total Liabilities                                           26,952,001       25,922,956
                                                                --------------   --------------

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                                       700,316          700,316
    Accumulated other comprehensive loss                             (88,817)         (84,861)
    Retained earnings                                                569,376          544,076
                                                                --------------   --------------

      Total Stockholder's Equity                                   1,187,907        1,166,563
                                                                --------------   --------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                    $   28,139,908   $   27,089,519
                                                                ==============   ==============










See notes to consolidated financial statements.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
-----------------------------------------------------------------------------------------------
(Unaudited)
                                                                       Three Months Ended
                                                                           March 31,

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

OPERATING ACTIVITIES:
    Net income                                                  $      52,700   $      45,404
    Adjustments to reconcile net income to
      net cash provided by operating activities:
       Gain allocated to participating policyholders                    2,278           1,452
       Amortization of investments                                    (11,689)            820
       Realized losses (gains) on disposal of investments
           and write-downs of mortgage loans and real estate           (1,337)          6,043
       Amortization                                                    10,472           8,065
       Deferred income taxes                                           16,197           9,534
    Changes in assets and liabilities:
        Policy benefit liabilities                                    276,754         392,918
        Reinsurance receivable                                         (7,524)         12,924
        Accrued interest and other receivables                        (29,927)           (309)
        Other, net                                                    (35,455)        (86,024)
                                                                  -------------   -------------
                 Net cash provided by operating activities            272,469         390,827
                                                                  -------------   -------------

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

                Maturities and redemptions                            116,500         190,330
             Available-for-sale
                Sales                                                 451,242       1,205,592
                Maturities and redemptions                            232,994         204,750
        Mortgage loans                                                 36,738          46,148
        Real estate                                                     2,984
        Common stock                                                    5,813           3,842
    Purchases of investments:
        Fixed maturities
             Held-to-maturity                                         (91,902)       (104,092)
             Available-for-sale                                      (688,190)     (1,380,429)
        Mortgage loans                                                   (463)           (744)
        Real estate                                                   (10,140)         (6,399)
        Common stock                                                  (22,437)         (3,678)
                                                                  -------------   -------------
                 Net cash provided by investing activities             33,139         155,320
                                                                  -------------   -------------



                                                                                  (Continued)


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
-----------------------------------------------------------------------------------------------
(Unaudited)
                                                                        Three Months Ended
                                                                            March 31,

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

FINANCING ACTIVITIES:
   Contract withdrawals, net of deposits                         $    (213,626)  $    (280,456)
   Net Parent Corporation borrowings (repayments)                      (10,908)         (3,420)
   Dividends paid                                                      (27,400)        (20,750)
   Net commercial paper borrowings (repayments)                         99,207             (28)
   Net repurchase agreements borrowings (repayments)                   (80,579)       (175,287)
                                                                   -------------   -------------
              Net cash used in financing activities                   (233,306)       (479,941)
                                                                   -------------   -------------

NET INCREASE (DECREASE) IN CASH                                         72,302          66,206

CASH, BEGINNING OF YEAR                                                257,840         176,119
                                                                   -------------   -------------

CASH, END OF PERIOD                                              $     330,142   $     242,325
                                                                   =============   =============
</TABLE>



See notes to consolidated financial statements.                     (Concluded)


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 generally accepted accounting  principles  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, 1999.

        Operating  results  for the three  months  ended  March 31, 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 June 1998, the Financial  Accounting Standards Board issued Statement
        No.  133,  "Accounting  for  Derivative   Instruments  and  for  Hedging
        Activities",  which is required to be adopted in years  beginning  after
        June 15, 1999. This Statement  provides a  comprehensive  and consistent
        standard for the  recognition and measurement of derivatives and hedging
        activities.  In June 1999,  the  Financial  Accounting  Standards  Board
        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.  Because of the
        Company's  minimal use of  derivatives,  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.

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
        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.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

        Operating Summary (Millions)                        Three Months Ended March 31,
                                                       ----------------------------------------
                                                             2000                  1999
                                                       ------------------    ------------------
        Premiums                                    $             353     $             318
        Fee income                                                212                   154
        Net investment income                                     230                   216
        Realized investment gains (losses)                          1                    (6)
                                                       ------------------ -- ------------------
                Total revenues                                    796                   682

        Total benefits and expenses                               714                   611
        Income tax expenses                                        29                    26
                                                       ------------------    ------------------
                Net income                          $              53     $              45
                                                       ==================    ==================

        Deposits for investment type contracts                    171                   106
        Deposits to separate accounts                             661                   670
        Self-funded premium equivalents                         1,188                   718

                                                           March 31,           December 31,
        Balance Sheet (Millions)                             2000                  1999
                                                       ------------------    ------------------

        Investment assets                           $          13,035     $          13,058
        Separate account assets                                13,403                12,476
        Total assets                                           28,139                27,090
        Total policy benefit liabilities                       12,463                12,386
        Due to Parent Corporation                                  25                    36
        Due to GWL&A Financial                                    175                   175
        Total stockholder's equity                              1,188                 1,167
</TABLE>

        GENERAL

        The  following  discussion  addresses  the  financial  condition  of the
        Company as of March 31, 2000,  compared with December 31, 1999,  and its
        results of  operations  for the quarter  ended March 31, 2000,  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,  1999 to which  the  reader  is  directed  for  additional
        information.

        CONSOLIDATED RESULTS

        The Company's  consolidated  net income  increased $8 million or 18% for
        the first three  months of 2000 when  compared to the first three months
        of  1999.  The  increase  reflects  an  increase  of $6  million  in the
        Financial  Services  segment,  which resulted  primarily from higher fee
        income, favorable individual life insurance mortality and realized gains
        on investments.  The Employee Benefits segment's net income increased $2
        million in 2000,  primarily due to favorable morbidity  experience which
        more than offset unfavorable mortality experience.

        Total revenues  increased $114 million or 17% for the first three months
        of 2000 when  compared to the first three months of 1999.  The growth in
        revenues for the first three  months of 2000 was  comprised of increased
        premium  income of $35  million,  increased  fee income of $58  million,
        increased net  investment  income of $14 million and increased  realized
        gains on investments of $7 million.

        The increased premium income in 2000 was comprised of growth in Employee
        Benefits premium income of $37 million offset by a decrease in Financial
        Services premium income of $2 million.  The growth in Employee  Benefits
        primarily  reflects  premium  income  of $43  million  derived  from the
        acquisition of General American.

        The  growth in fee income is also  primarily  in the  Employee  Benefits
        segment,  where fee  income  derived  from the  acquisition  of  General
        American was $31 million during the first quarter 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 $9 million during the first
        quarter 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 higher earned rate. The actual earned rate at March 31, 2000
        was 7.10% compared to 7.01% at March 31, 1999.

        Realized  investment gains increased from a realized  investment loss of
        $6 million in the first  three  months of 1999 to a realized  investment
        gain of $1 million  in 2000.  The rise in  interest  rates  resulted  in
        losses on sales of fixed  maturities  totaling $2 million and $9 million
        for the first three months of 2000 and 1999, respectively.  Decreases in
        the  provision  for  asset  losses of $2  million  and $3  million  were
        recognized for the first three months of 2000 and 1999, respectively.

        The benefits and  expenses  increased  $103 million or 17% for the first
        three  months of 2000 when  compared to the first three  months of 1999.
        The growth in  benefits  and  expenses  was  primarily  in the  Employee
        Benefits  segment,  which  increased  $89 million,  of which $72 million
        related to benefits and  expenses  generated  by General  American.  The
        Financial  Services  segment  reflected  an  increase  in  benefits  and
        expenses of $14 million.

        Income tax  expense  increased  $3  million  or 12% for the first  three
        months of 2000 when  compared  to the first  three  months of 1999.  The
        increase  reflects higher pre-tax earnings for the first three months of
        2000.

        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 $65 million or 61% for
        the first three  months of 2000 when  compared to the first three months
        of 1999.  This  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 for separate accounts  decreased $9 million or 1% for the first
        three months of 2000 when compared to the first three months of 1999.

        Self-funded  premium  equivalents  increased $470 million or 65% for the
        first three  months of 2000 when  compared to the first three  months of
        1999.  The increase  was due to the  acquisition's  of General  American
        ($350  million) and Alta ($42 million),  with the remainder  coming from
        the growth in business in the Employee Benefits segment.

        Total assets  increased $1 billion or 4% 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>
        Operating Summary (Millions)                        Three Months Ended March 31,
                                                       ----------------------------------------
                                                             2000                  1999
                                                       ------------------    ------------------
        Premiums                                    $             302     $             265
        Fee income                                                183                   134
        Net investment income                                      23                    19
        Realized investment gains (losses)                         (2)                   (3)
                                                       ------------------ -- ------------------
                Total revenues                                    506                   415

        Total benefits and expenses                               465                   376
        Income tax expenses                                        14                    14
                                                       ------------------    ------------------
                Net income                          $              27     $              25
                                                       ==================    ==================

        Deposits for investment type contracts                     15                   - -
        Deposits to separate accounts                             464                   494
        Self-funded premium equivalents                         1,188                   718
</TABLE>


        Net  income for  Employee  Benefits  increased  $2 million or 8% for the
        first three  months of 2000 when  compared to the first three  months of
        1999.

        401(k) premiums and deposits  decreased 2% for the first three months of
        2000 (from $516 million to $505  million).  Assets under  administration
        (including  third-party  administration) in 401(k) increased 4% over the
        first  three  months of 1999.  The number of  contributing  participants
        increased  from  501,000 at  December  31,  1999 to 514,000 at March 31,
        2000.

        Premiums,  fee income and equivalent  premiums for group life and health
        increased  51% (from $1,094  million to $1,648  million)  from the first
        three  months  of 1999  primarily  due to the  acquisitions  of  General
        American and Alta.

        Financial Services

        The  following is a summary of certain  financial  data of the Financial
        Services segment:

<TABLE>
<S>                                                                                  <C>
        Operating Summary (Millions)                        Three Months Ended March 31,
                                                       ----------------------------------------
                                                             2000                  1999
                                                       ------------------    ------------------
        Premiums                                    $              51     $              53
        Fee income                                                 29                    20
        Net investment income                                     207                   197
        Realized investment gains (losses)                          3                    (3)
                                                       ------------------ -- ------------------
                Total revenues                                    290                   267

        Total benefits and expenses                               249                   235
        Income tax expenses                                        15                    12
                                                       ------------------    ------------------
                Net income                          $              26     $              20
                                                       ==================    ==================

        Deposits for investment type contracts                    156                   106
        Deposits to separate accounts                             197                   176
</TABLE>

        Net income for  Financial  Services  increased $6 million or 30% for the
        first three  months of 2000 when  compared to the first three  months of
        1999,  due  primarily to higher fee income,  favorable  individual  life
        mortality experience and realized gains on investments.

        Savings

        Savings  premiums and deposits  increased $98 million (from $246 million
        to $344  million)  or 40% for the  first  three  months  of 2000,  which
        reflects growth in deposits to separate accounts ($21 million) growth in
        deposits to traditional fixed annuity products ($73 million).

        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 ("GICs"), increased 4% from December 31, 1999.

        New  contributions  to variable  business  represented  45% of the total
        deposits  received in the first three months of 2000 compared to 64% for
        the first three months of 1999.

        Customer  participation in guaranteed  separate  accounts  decreased and
        assets under management for guaranteed  separate account funds were $647
        million at March 31, 2000 compared to $654 at December 31, 1999.

        Life Insurance

        Individual life insurance  revenue  premiums and deposits of $88 million
        decreased  $21 million or 20% from the same  period last year,  which is
        primarily  due to a decrease  in BOLI  deposits  of $26  million for the
        first three 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>

                                                           March 31,           December 31,
                                                             2000                  1999
                                                       ------------------    ------------------

        AAA                                                   50.1%                48.9%
        AA                                                     9.4%                 8.9%
        A                                                     17.7%                19.6%
        BBB                                                   22.1%                22.3%
        BB and Below (non-investment grade)                    0.7%                 0.3%
                                                       ------------------    ------------------
                          TOTAL                              100.0%               100.0%
</TABLE>

        During the first three months of 2000, net unrealized  gains (losses) on
        fixed  maturities  included  in  stockholders'  equity,  which is net of
        policyholder-related   amounts  and  deferred  income  taxes,  decreased
        surplus by $4 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 generally shorter term, requiring greater
        liquidity.

        Generally, the Company has met its operating requirements by maintaining
        appropriate  levels of liquidity in its investment  portfolio  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 $449 million and $499 million as of
        March 31, 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
        March 31, 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          19

(b)     Reports on Form 8-K

No reports on Form 8-K have been filed during the first 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: May 15, 2000    BY: /s/     Glen R. Derback
      ------------           --------------------
                        Glen R. Derback, Vice President and Controller
                       (Duly authorized officer and chief accounting officer)